Market
Rank
Market
Status(1)
Full
Power
Stations
Primary
Affiliation
Market
Rank
Market
Status(1)
Full
Power
Stations
Primary
Affiliation
Market
Rank
Market
Status(1)
Full
Power
Stations
Primary
Affiliation
Television Stations
1
2
3
4
5
6
8
9
New York, NY
Los Angeles, CA
Chicago, IL
Philadelphia, PA
Dallas, TX
San Francisco, CA
Houston, TX
DC/Hagerstown, MD
13
Tampa, FL
16
Denver, CO
19
20
21
Cleveland, OH
Sacramento, CA
Portland, OR
22
Charlotte, NC
23
St. Louis, MO
24
25
27
29
30
Raleigh, NC
Indianapolis, IN
San Diego, CA
Nashville, TN
Salt Lake City, UT
32
New Haven, CT
33
34
35
Columbus, OH
Kansas City, MO
Spartanburg, SC
38
Austin, TX
40
Las Vegas, NV
41 Grand Rapids, MI
42
Harrisburg, PA
44 Oklahoma City, OK
45
46
Birmingham, AL
Portsmouth, VA
47 Greensboro, NC
48
Albuquerque, NM
50
New Orleans, LA
51 Memphis, TN
52
Providence, RI
53
Buffalo, NY
55
Fresno, CA
56
Richmond, VA
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
LSA
LSA
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
WPIX
KTLA
WGN
WPHL
KDAF
KRON
KIAH
The CW
The CW
Independent
MNTV
The CW
MNTV
The CW
WDCW
WDVM
The CW
Independent
WFLA
WTTA
KDVR
KFCT
KWGN
WJW
KTXL
KOIN
KRCW
WJZY
WMYT
KTVI
KPLR
WNCN
WTTV
WTTK
WXIN
KSWB
WKRN
KTVX
KUCW
WTNH
WCTX
WCMH
WDAF
WSPA
WYCW
KXAN
KBVO
KNVA
KLAS
WOOD
WOTV
WHTM
KFOR
KAUT
WIAT
WAVY
WVBT
WGHP
KRQE
KREZ
KBIM
KRWB
KWBQ
KASY
WGNO
WNOL
WREG
WPRI
WNAC
WIVB
WNLO
KSEE
KGPE
WRIC
NBC
MNTV
FOX
FOX
The CW
FOX
FOX
CBS
The CW
FOX
MNTV
FOX
The CW
CBS
CBS
CBS
FOX
FOX
ABC
ABC
The CW
ABC
MNTV
NBC
FOX
CBS
The CW
NBC
MNTV
The CW
CBS
NBC
ABC
ABC
NBC
Independent
CBS
NBC
FOX
FOX
CBS
CBS
CBS
The CW
The CW
MNTV
ABC
The CW
CBS
CBS
FOX
CBS
The CW
NBC
CBS
ABC
57 Mobile, AL
58 Wilkes Barre, PA
59
Little Rock, AR
60
Albany, NY
62
63
65
Knoxville, TN
Lexington, KY
Dayton, OH
67
Honolulu, HI
68
Des Moines, IA
69 Green Bay, WI
70 Wichita, KS
71
Roanoke, VA
74
Springfield, MO
75
77
79
Charleston, WV
Rochester, NY
Huntsville, AL
82
Colorado Springs, CO
83 Waco-Bryan, TX
85
Brownsville, TX
86
Shreveport, LA
87
89
90
91
93
94
Syracuse, NY
Charleston, SC
Champaign, IL
Savannah, GA
El Paso, TX
Baton Rouge, LA
95
Fayetteville, AR
96
Burlington, VT
97
Jackson, MS
O&O
O&O
O&O
LSA
O&O
O&O
LSA
LSA
O&O
LSA
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
LSA
O&O
WKRG
WFNA
WBRE
WYOU
KARK
KARZ
KLRT
KASN
WTEN
WXXA
WATE
WDKY
WDTN
WBDT
KHON
KHAW
KAII
KGMD
KGMV
KHII
WHO
WFRV
KSNW
KSNC
KSNG
KSNK
WFXR
WWCW
KRBK
KOZL
KOLR
WOWK
WROC
WHNT
WHDF
KXRM
KWKT
KYLE
KVEO
KGBT
KTAL
KSHV
KMSS
WSYR
WCBD
WCIA
WCIX
WSAV
KTSM
WGMB
WVLA
KFTA
KNWA
KXNW
WFFF
WVNY
WJTV
99 Myrtle Beach-Florence, SC O&O
WBTW
100
Tri-Cities, TN-VA
102 Greenville, NC
103 Quad Cities, IL
106 Evansville, IN
107 Altoona, PA
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
WJHL
WNCT
WHBF
KGCW
KLJB
WEHT
WTVW
WTAJ
CBS
The CW
NBC
CBS
NBC
MNTV
FOX
The CW
ABC
FOX
ABC
FOX
NBC
The CW
FOX
FOX
FOX
MNTV
MNTV
MNTV
NBC
CBS
NBC
NBC
NBC
NBC
FOX
The CW
FOX
MNTV
CBS
CBS
CBS
CBS
The CW
FOX
FOX
MNTV
NBC
MNTV
NBC
MNTV
FOX
ABC
NBC
CBS
MNTV
NBC
NBC
FOX
NBC
FOX
NBC
MNTV
FOX
ABC
CBS
CBS
CBS
CBS
CBS
The CW
FOX
ABC
The CW
CBS
109 Sioux Falls, SD
110
Tyler-Longview, TX
111
Ft. Wayne, IN
112 Augusta, GA
115
Lansing, MI
116 Springfield, MA
119 Youngstown, OH
122
Lafayette, LA
123 Peoria, IL
125 Bakersfield, CA
127 Columbus, GA
129
La Crosse, WI
131 Amarillo, TX
138 Midland, TX
139 Rockford, IL
141 Minot-Bismarck, ND
142
Topeka, KS
143 Monroe, AR
145
Lubbock, TX
148 Sioux City, IA
149 Wichita Falls, TX
151 Erie, PA
152
Joplin, MO
153 Panama City, FL
156
Terre Haute, IN
162 Binghamton, NY
163 Wheeling, WV
164 Beckley, WV
165 Abilene, TX
167 Billings, MT
168 Hattiesburg, MS
169 Rapid City, SD
170 Clarksburg, WV
171 Utica, NY
172 Dothan, AL
175
Jackson, TN
178 Elmira, NY
180 Watertown, NY
181 Alexandria, LA
183 Marquette, MI
187 Grand Junction, CO
197 San Angelo, TX
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
LSA
O&O
O&O
LSA
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
LSA
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
LSA
O&O
O&O
LSA
O&O
LSA
O&O
LSA
O&O
O&O
LSA
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
KELO
KDLO
KPLO
KETK
KFXK
WANE
WJBF
WLNS
WLAJ
WWLP
WKBN
WYTV
KLFY
WMBD
WYZZ
KGET
WRBL
WLAX
WEUX
KAMR
KCIT
KMID
KPEJ
WQRF
WTVO
KXMB
KXMC
KXMD
KXMA
KSNT
KTKA
KARD
KTVE
KLBK
KAMC
KCAU
KFDX
KJTL
WJET
WFXP
KSNF
KODE
WMBB
WTWO
WAWV
WIVT
WTRF
WVNS
KTAB
KRBC
KSVI
KHMT
WHLT
KCLO
WBOY
WFXV
WUTR
WDHN
WJKT
WETM
WWTI
WNTZ
WJMN
KREX
KREY
KFQX
KLST
KSAN
CBS
CBS
CBS
NBC
FOX
CBS
ABC
CBS
ABC
NBC
CBS
ABC
CBS
CBS
FOX
NBC
CBS
FOX
FOX
NBC
FOX
ABC
FOX
FOX
ABC
CBS
CBS
CBS
The CW
NBC
ABC
FOX
NBC
CBS
ABC
ABC
NBC
FOX
ABC
FOX
NBC
ABC
ABC
NBC
ABC
ABC
CBS
CBS
CBS
NBC
ABC
FOX
CBS
CBS
NBC
FOX
ABC
ABC
FOX
NBC
ABC
FOX
MNTV
CBS
CBS
FOX
CBS
NBC
(1) 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 an
independent third-party. Local service agreements include time brokerage agreements, shared services agreements, joint sales agreements, local marketing agreements and outsourcing agreements.
April 28, 2022
Dear Fellow Shareholders:
Nexstar had another outstanding year in 2021 as we once again exceeded consensus
expectations and delivered industry-leading financial results and capital returns to our
shareholders. We generated record annual total revenue, record non-election year Adjusted
EBITDA and free cash flow and we returned more than half of our free cash flow to
shareholders.
Our consistent operating execution and record of value creation have contributed to Nexstar
becoming one of the best performing stocks of the past ten years with a total shareholder
return of more than 1,800% through 2021 year-end as we outperformed the S&P 500 as well
as Amazon, Apple, Comcast, Disney, Google and Paramount.
In 2021, Nexstar marked its 25-year anniversary and as I reflect on our transformational
growth since our founding and consider our future, I remain optimistic. Nexstar is America’s
largest local broadcasting company. In 2021 we generated $4.6 billion of net revenue. Our television assets reach over
210 million people and our digital assets collectively are a top 10 digital news and information property. There is no other
direct competitor that has the scale, audience reach, and financial strength that we possess. Our highly profitable
operating model, with a free cash flow to Adjusted EBITDA conversion rate of more than 60%, has positioned us well
compared to other larger diversified media companies. These competitive dynamics have placed Nexstar in a category
of our own.
Our scale affords us the opportunity to monetize our assets in ways that are, and will continue to be, material to our bottom
line. Our strategy builds on Nexstar’s historical achievements, with a focus on increased organic growth and accretive
M&A. Nexstar’s disciplined capital allocation approach allows us to capitalize on the best opportunities to create the
greatest long-term value for our shareholders. In January, we announced our ninth consecutive annual dividend increase
to $0.90 per share per quarter, representing a compound annual growth rate of 25% since our dividend was initiated. We
will continue to deploy cash through a mix of dividend payments, debt repayments and share repurchases, while also
pursuing accretive M&A and investing in our business for the future.
And while we are executing on our shareholder returns, we are mindful of our ESG obligations. We continue to firmly
believe that ESG is good for business and good for Nexstar. Throughout 2021 we made progress evolving our policies
and disclosures, while giving back to our communities and supporting our employees.
ESG HIGHLIGHTS
▪ Progressed the work of our Diversity and Inclusion Council and Nexstar Employee Mentorship Program
▪ Appointed a Chief Diversity Officer to lead efforts to expand diversity in hiring, promotion, and retention
▪ Formalized policies on journalists and news personnel prohibiting political contributions and involvement in local, state,
and national politics to maintain fair and unbiased reporting
▪ Established a multi-year charitable partnership with Feeding America
▪ Board of Directors voted to recommend that shareholders approve an amendment to the corporate charter to eliminate
the company’s Class B and Class C common stock classes. The Class A common stock has been the only class of
shares outstanding since 2013
▪ Began process to improve tracking of energy consumption company wide
Nexstar’s future is bright. With the contributions of the more than 12,400 members of the Nexstar Nation, we have built a
powerful diversified media platform that produces and distributes some of the most compelling local and national news,
in the business. We have
sports and entertainment content in America, with the most profitable operating model
excellent three-year visibility on the business and our ability to deliver on our free cash flow targets, given expected
strong mid-term and presidential political advertising and distribution agreement renewals representing a significant
percentage of our subscribers over this period.
Thank you for your confidence and ongoing support. We look forward to reporting on our continued growth and progress
in 2022.
Sincerely,
Perry A. Sook
Chairman and Chief Executive Officer
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2021
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
.
Commission File Number: 000-50478
for the transition period from
to
NEXSTAR MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State of Organization or Incorporation)
545 E. John Carpenter Freeway, Suite 700, Irving, Texas
(Address of Principal Executive Offices)
23-3083125
(I.R.S. Employer Identification No.)
75062
(Zip Code)
(972) 373-8800
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Class A Common Stock
Trading
Symbol(s)
NXST
Name of each exchange on which registered
NASDAQ Global Select Market
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☒ No ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that it was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by checkmark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to
Yes ☒ No ☐
submit such files).
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer
Non-accelerated filer
Emerging growth company
☒
☐
☐
Accelerated filer
Smaller reporting company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report.
☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
As of June 30, 2021, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant was
$6,000,193,734.
As of February 25, 2022, the Registrant had 41,003,139 shares of Class A Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the Registrant’s 2022 Annual Meeting of Stockholders will be filed with the Commission within 120 days after the
close of the Registrant’s fiscal year and incorporated by reference in Part III of this Annual Report on Form 10-K.
TABLE OF CONTENTS
PART I
ITEM 1.
Business
ITEM 1A.
Risk Factors
ITEM 1B. Unresolved Staff Comments
ITEM 2.
Properties
ITEM 3.
Legal Proceedings
ITEM 4.
Mine Safety Disclosures
PART II
ITEM 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
ITEM 6.
Reserved
ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk
ITEM 8.
Financial Statements and Supplementary Data
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 9B. Other Information
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
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
PART IV
ITEM 15.
Exhibits and Financial Statement Schedules
ITEM 16.
Form 10-K Summary
Index to Exhibits
Index to Financial Statements
Page
4
20
39
39
39
39
40
41
42
61
61
62
62
62
62
63
63
63
63
63
64
64
65
F-1
General
As used in this Annual Report on Form 10-K and unless the context indicates otherwise, “Nexstar” refers to Nexstar Media
Group, Inc. and its consolidated wholly owned subsidiary, Nexstar Media Inc. (formerly known as Nexstar Inc. and Nexstar
Broadcasting, Inc.), a Delaware corporation; the “Company” refers to Nexstar and the variable interest entities (“VIEs”) required to be
consolidated in our financial statements; and all references to “we,” “our,” “ours,” and “us” refer to Nexstar.
Nexstar Media Inc. has time brokerage agreements (“TBAs”), shared services agreements (“SSAs”), joint sales agreements
(“JSAs”), local marketing agreements (“LMAs”) and outsourcing agreements (which we generally and collectively refer to as “local
service agreements”) relating to the television stations owned by VIEs but does not own any of the equity interests in these entities.
For a description of the relationship between Nexstar and these VIEs, see Item 1, “Business.”
The information in this Annual Report on Form 10-K includes information related to Nexstar and the VIEs with whom Nexstar
has relationships. In accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and as discussed in
Note 2 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K, the financial results of
the consolidated VIEs are included in the Consolidated Financial Statements contained herein.
In the context of describing ownership of television stations in a particular market, the term “duopoly” refers to owning or
deriving the majority of the economic benefit, through ownership or local service agreements, from two or more stations in a
particular market. For more information on how we derive economic benefit from a duopoly, see Item 1, “Business.”
There are 210 generally recognized television markets, known as Designated Market Areas (“DMAs”), in the United States.
DMAs are ranked in size according to various factors based upon actual or potential audience. DMA rankings contained in this
Annual Report on Form 10-K are from Investing in Television Market Report 2021 4th Quarter Edition, as published by BIA
Financial Network, Inc.
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements
other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including:
the risks and uncertainties related to the global Coronavirus Disease 2019 (“COVID-19”) pandemic, including, for example,
expectations regarding the impact of COVID-19 on our businesses and our future financial performance; any projections or
expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items; any assumptions or
projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations,
performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or
developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of
assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,”
“would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other
similar words.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could
differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of
operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties discussed under Item
1A, “Risk Factors” located elsewhere in this Annual Report on Form 10-K and in our other filings with the United States Securities
and Exchange Commission (“SEC”). The forward-looking statements made in this Annual Report on Form 10-K are made only as of
the date hereof, and we do not have or undertake any obligation to update any forward-looking statements to reflect subsequent events
or circumstances.
3
Item 1.
Business
Company Overview
PART I
We are a leading diversified media company with television broadcasting, television network and digital media assets operating
in the United States. As of December 31, 2021, we owned, operated, programmed or provided sales and other services to 199 full
power television stations and one AM radio station, including those television stations owned by VIEs, in 116 markets in 39 states and
the District of Columbia. The stations are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV (“MNTV”) and other
broadcast television networks. As of December 31, 2021, we reached approximately 39% of all U.S. television households (after
applying the Federal Communications Commission’s (“FCC”) ultra-high-frequency (“UHF”) discount). We also own NewsNation
(formerly WGN America), a live daily national news and general entertainment cable network which is distributed to approximately
75 million homes as of December 31, 2021 according to The Nielsen Company (US), LLC (“Nielsen”), two digital multicast networks
and other multicast network services, and a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”). Our
digital assets include 120 local websites and 284 mobile applications, national digital properties including NewsNation, The Hill,
BestReviews and a suite of advertiser solutions. Together, our other digital properties attracted over 120 million unique visitors in
December 2021 according to Comscore.
The stations we own and operate or provide services to provide free programming to our markets’ television viewing audiences.
This programming includes programs produced by third party networks with which the stations are affiliated, programs that the
stations produce, and first-run and rerun syndicated programs that the stations acquire. Our NewsNation cable network delivers a
growing national newscast and quality television series and movies. Our primary sources of revenue include the sale of commercial air
time on our stations to local advertisers, the sale of commercial airtime on our stations and cable network to national advertisers, the
sale of advertising on our stations’ websites and mobile applications where we deliver community focused content, and the revenues
our stations and cable network generate from retransmission consent and carriage agreements with traditional multichannel video
programming distributors (“MVPDs”), such as cable and satellite providers, and online video distributors (“OVDs”), companies that
provide video content through internet streaming.
Our digital businesses include video and display advertising platforms that are delivered locally or nationally through our own
and various third-party websites and mobile applications, a consumer product reviews platform and other digital media solutions to
media publishers and advertisers. We are focused on growing our portfolio of digital products, services and content complementary to
our vision of providing local news, entertainment and sports content through broadcast and digital platforms.
At the station level, we seek to grow our revenue, operating income, EBITDA and cash flow by increasing the audience and
revenue shares of the stations we own, operate, program or provide sales and other services to. We strive to increase the audience
share of the stations by creating a strong local broadcasting presence based on highly rated local news, local sports coverage and
active community sponsorship. We seek to improve revenue share by employing and supporting a high-quality local sales force that
leverages the stations’ strong local brands and community presence with local advertisers. We further improve station cash flow by
maintaining strict control over operating and programming costs. The benefits achieved through these initiatives are magnified in our
duopoly markets by owning or providing services to stations affiliated with multiple networks, capitalizing on our local sales force in
each market and achieving an increased level of operational efficiency. We also seek continued increase in the consumer awareness
and viewership of our NewsNation cable network and continued growth in our portfolio of digital products, services and content.
More broadly, we seek to grow by using our scale and platform to provide advertisers with solutions across geographies and
media types, leveraging costs against a broader platform and acquiring or investing in businesses that can benefit from our scale and
asset mix.
We derive significant cash flows from our largest equity investment, a 31.3% interest in TV Food Network. TV Food Network
operates two 24-hour television networks, Food Network and Cooking Channel, as well as their related websites. Food Network is a
fully distributed network in the United States with content distributed internationally. Cooking Channel is a digital-tier network
available nationally and airs popular off-Food Network programming as well as originally produced programming. We also own
attractive real estate in key markets, including development rights for certain of our real estate assets.
We are a Delaware corporation formed in 1996. Our principal offices are at 545 E. John Carpenter Freeway, Suite 700, Irving,
TX 75062. Our telephone number is (972) 373-8800 and our website is http://www.nexstar.tv. The information contained on, or
accessible through, our website is not part of this Annual Report on Form 10-K and is not incorporated herein by reference.
4
Recent Acquisition
On August 20, 2021, we acquired 100% of the outstanding equity of News Communications, Inc. (“NCI”) for a total cash
consideration of approximately $137.7 million, including working capital adjustments, funded by cash on hand. NCI is the owner of
“The Hill,” an independent, political digital media platform. This acquisition marks a continuation of Nexstar’s content-first strategy,
focused primarily on news, designed to further leverage and monetize our expansive digital reach.
See Note 3 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K for additional
information on the above transaction.
Operating Strategy
We seek to generate revenue, operating income, EBITDA and cash flow growth through the following strategies:
Leverage Our Scale. We believe we are the largest local broadcasting company in the United States, generating $4.648 billion
of revenue for the year ended December 31, 2021. Our television stations reach approximately 68% of U.S. television households
(without applying the FCC UHF discount), which reach is augmented by the additional households that have access to NewsNation or
our other multicast networks. We believe we are one of the largest affiliate groups for each of our major broadcast network partners.
We are an important partner for the MVPDs and OVDs which include our content in their consumer offerings. Our digital assets
attract an audience that makes us a top ten digital news and information property and a top 30 property overall for December 2021,
according to Comscore. Our scale provides us with unique operating advantages in the form of services we can provide to our
advertisers, audience and employees, a platform for growth and operating expense synergies and access to capital.
Develop Leading Local Franchises. Each of the stations that we own, operate, program, or provide sales and other services to
creates a highly recognizable local brand, primarily through the quality of local news programming and community presence.
According to Comscore, in over 76% of our markets in which we produce local newscasts, we rank among the top two stations in
local news viewership. Strong local news typically generates higher ratings among attractive demographic profiles and enhances
audience loyalty, which may result in higher ratings for programs both preceding and following the news. High ratings and strong
community identity make the stations that we own, operate, program, or provide sales and other services to more attractive to local
advertisers. For the year ended December 31, 2021, the Company earned approximately 44% of its advertising revenue from spots
aired during local news programming. Currently, our stations and the stations we provide services to typically provide between 15 and
40 hours per week of local news programming, but as high as 80 hours per week at stations with enhanced time periods for local news.
Extensive local sports coverage, active sponsorship of community events and the local news stories our Washington, D.C. bureau
focuses on further differentiate us from our competitors and strengthen our community relationships and our local advertising appeal.
Invest in Digital Media. According to an October 2021 eMarketer report, digital advertising spending accounts for more than
60% of all media advertising spending and is projected to grow at a 12% compound annual growth rate over the next four years.
Nexstar has a large digital audience with its local and national websites attracting approximately 91 million average unique monthly
users utilizing nearly eight billion page views and 687 million video views during 2021. For December 31, 2021, our digital properties
attracted approximately 120 million unique users and ranked as a top 10 digital news and information property according to
Comscore. Additionally, we reach our audiences through all social platforms and syndication of our content to third parties. We
generate digital advertising revenues from the sale of direct and programmatic advertising on our owned and operated websites, the
sale of digital marketing solutions provided to local and national advertisers and affiliate marketing as part of our consumer product
reviews platform. For the fiscal year ending December 31, 2021, only 6.9% of our net revenue was generated from digital advertising.
We are focused on better monetizing our digital audience and growing our portfolio of digital products, services and content and
associated revenue streams. In 2021, we launched STELLAR, our unified digital platform that enables advertisers to increase
customer acquisition and deliver effective omni-channel advertising campaigns. In 2020 and 2021 we acquired a digital consumer
product reviews platform and a digital political news platform, respectively, which increased our digital revenue streams.
Emphasize Core and Political Advertising Sales. Our core revenue is comprised of advertising time sales to local and national
customers. in 2021, we generated 37.9% of our revenue from core advertising. We employ a high-quality local sales force in each of
our markets to increase revenue from local advertisers by capitalizing on our investment in local programming and community
websites. We believe that local advertising is attractive because our sales force is more effective with local advertisers, giving us a
greater ability to influence this revenue source. In most of our markets, we have increased the size and quality of our local sales force.
We also invest in our sales efforts by implementing comprehensive training programs and employing a sophisticated inventory
tracking system to help maximize advertising rates and the amount of inventory sold in each time period. National advertising time is
generally sold through national sales representative firms that call upon advertising agencies, whose clients typically include
automobile manufacturers and dealer groups, telecommunications companies, fast food franchisers and national retailers (some of
which may also advertise locally).
5
In even-number years, when most local and national elections are held, we historically have generated substantial revenue from
political advertising. Given our diverse and expansive geographic reach, we have television stations in the substantial majority of
markets where there have been contested political elections. We are focused on growing our market share of political advertising
spending.
Continue to Increase Distribution Revenues. We generated 53.2% of our net revenue for the year ended December 31, 2021
from distribution fees paid to us by MVPDs and OVDs for retransmission of our content. We believe that the share of audience that
our content generates for MVPDs and OVDs is greater than the share of fees those platforms pay us. In 2021, our Distribution
Revenue grew 14.9%. We anticipate we will continue to be able to grow this revenue category.
Capitalize on Diverse Network Affiliations. We currently own, operate, program or provide sales and other services to a
balanced portfolio of television stations with diverse network affiliations, including ABC, NBC, CBS, FOX, CW and MNTV affiliated
stations, which represented approximately 11.5%, 20.3%, 20.9%, 24.0%, 13.0% and 4.0%, respectively, of our 2021 combined core
(local and national) and political advertising net revenue. The networks provide these stations with quality programming and
numerous sporting events such as NFL football, NBA basketball, Major League Baseball, NCAA sports, PGA golf and the Olympic
Games. Because network programming and ratings change frequently, the diversity of our station portfolio’s network affiliations
reduces our reliance on the quality of programming from a single network.
Operate and Expand NewsNation. In September 2020, we successfully launched NewsNation, a live daily national news
network. The cable network draws on the local market, regional and national expertise of Nexstar’s 5,500 local journalists. In 2021, in
addition to its prime time national newscast (NewsNationPrime), NewsNation successfully launched additional programs, including
Morning in America, Rush Hour, The Donlon Report, On Balance, Dan Abrams Live and Banfield.
Operate Duopoly Markets. Owning or providing services to more than one station in a given market enables us to broaden our
audience share, enhance our revenue share and achieve significant operating efficiencies. Duopoly markets broaden audience share by
providing programming from multiple networks with different targeted demographics. These markets increase revenue share by
capitalizing on multiple sales forces. Additionally, we achieve significant operating efficiencies by consolidating physical facilities,
eliminating redundant management and leveraging capital expenditures between stations. We derived approximately 55% of our
stations’ net revenue for the year ended December 31, 2021 from our duopoly markets.
Maintain Strict Cost Controls. We emphasize strict controls on operating and programming costs in order to increase EBITDA
and free cash flow. We continually seek to identify and implement cost savings at each of our stations, the stations we provide services
to and other business units, and our overall size benefits each station or business unit with respect to negotiating favorable terms with
programming suppliers and other vendors. By leveraging our size and corporate management expertise, we are able to achieve
economies of scale by providing programming, financial, sales and marketing support to our stations, the stations we provide services
to and other business units.
Develop New Revenue Streams. We seek to generate new revenue streams leveraging the platform and assets of our company.
Given our extensive station portfolio and geographic coverage, we have begun to convert the technology used by our stations to a new
standard, ATSC 3.0, which will enable us to provide new high speed data transmission services to businesses and consumers. In 2021,
we upgraded our stations in 17 markets expanding our reach to approximately 29% of all U.S. television households with the plan to
convert another 20 markets in 2022, bringing our total coverage of the U.S. to approximately 50%. We anticipate that this conversion
will enable us to develop a new business and generate additional revenue in the future.
Attract and Retain High Quality Management. We seek to attract and retain business unit and station general managers with
proven track records by providing equity incentives.
6
Acquisition Strategy
We selectively pursue acquisitions where we believe we can improve revenue, operating income, EBITDA and cash flow
through active management. We selectively pursue acquisitions of content-driven businesses that leverage our platform, scale and
capabilities and are complementary to our vision of providing local news, entertainment, and sports content through broadcast and
digital platforms. In addition, we will continue to pursue television station acquisitions in markets where permitted by the current
regulatory framework.
Relationship with VIEs
Through various local service agreements, as of December 31, 2021, we provided sales, programming and other services to 35
full power television stations owned by consolidated VIEs and one full power television station owned by an unconsolidated VIE. As
of December 31, 2021, all of the VIEs and their stations are 100% owned by independent third parties. In compliance with FCC
regulations for all the parties, the VIEs maintain complete responsibility for and control over programming, finances, personnel and
operations of their stations. However, for the consolidated VIEs, we are deemed under U.S. GAAP to have controlling financial
interests in these entities because of (1) the local service agreements Nexstar has with the consolidated VIEs’ stations, (2) Nexstar’s
guarantee of the obligations incurred under the senior secured credit facility of Mission Broadcasting, Inc. (“Mission”), a consolidated
VIE, (3) Nexstar having power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting
for advertising revenue, certain advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options
granted by each consolidated VIE which permit Nexstar to acquire the assets and assume the liabilities of all of the consolidated VIEs’
stations at any time, subject to FCC consent. These purchase options are freely exercisable or assignable by Nexstar without consent
or approval by the VIEs. These option agreements expire on various dates between 2022 and 2031. We expect to renew these option
agreements upon expiration. Therefore, these VIEs are consolidated into these financial statements.
For additional information on VIEs, see Note 2 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual
Report on Form 10-K.
7
The Stations
The following chart sets forth general information about the television stations (full power, low power and multicast channels)
we currently own, operate, program or provide sales and other services to:
Market
Rank(1)
1
2
Market
New York, NY
Los Angeles, CA
Status(2)
LSA
O&O
Full Power
Stations
WPIX(4)
KTLA
Primary
Affiliation
The CW
The CW
Low Power Stations /
Multicast Channels
WPIX-D2, D3, D4
KTLA-D2, D3, D4, D5
Chicago, IL
O&O
WGN
Independent WGN-D2, D3, D4, D5
3
4
5
6
8
9
13
16
19
20
21
22
23
24
25
27
29
30
32
33
34
35
38
40
41
42
44
45
46
47
48
Philadelphia, PA
Dallas, TX
San Francisco, CA
Houston, TX
DC/Hagerstown, MD
Tampa, FL
Denver, CO
Cleveland, OH
Sacramento, CA
Portland, OR
Charlotte, NC
St. Louis, MO
Raleigh, NC
Indianapolis, IN
San Diego, CA
Nashville, TN
Salt Lake City, UT
New Haven, CT
Columbus, OH
Kansas City, MO
Spartanburg, SC
Austin, TX
Las Vegas, NV
Grand Rapids, MI
Harrisburg, PA
Oklahoma City, OK
Birmingham, AL
Portsmouth, VA
Greensboro, NC
Albuquerque, NM
50
New Orleans, LA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
LSA
LSA
O&O
O&O
WPHL
KDAF
KRON
KIAH
WDCW
WDVM(5)
WFLA
WTTA(6)
KDVR
KFCT
KWGN
WJW
KTXL
KOIN
KRCW
WJZY
WMYT
KTVI
KPLR
WNCN
WTTV
WTTK
WXIN
KSWB
WKRN
KTVX
KUCW
WTNH
WCTX(6)
WCMH
WDAF
WSPA
WYCW(6)
KXAN
KBVO
KNVA(8)
KLAS
WOOD
WOTV
WHTM
KFOR
KAUT
WIAT
WAVY
WVBT
WGHP
KRQE
KREZ(9)
KBIM(9)
KRWB(4)
KWBQ(4)
KASY(4)
WGNO
WNOL
MNTV
The CW
MNTV
The CW
The CW
Independent
NBC
MNTV
FOX
FOX
The CW
FOX
FOX
CBS
The CW
FOX
MNTV
FOX
The CW
CBS
CBS
CBS
FOX
FOX
ABC
ABC
The CW
ABC
MNTV
NBC
FOX
CBS
The CW
NBC
MNTV
The CW
CBS
NBC
ABC
ABC
NBC
Independent
CBS
NBC
FOX
FOX
CBS
CBS
CBS
The CW
The CW
MNTV
ABC
The CW
FCC License
Expiration Date
6/1/2023
12/1/2022
12/1/2028
8/1/2023
8/1/2022
8/1/2022
10/1/2028
10/1/2028
2/1/2028
2/1/2029
4/1/2022
4/1/2022
4/1/2022
10/1/2029
12/1/2022
2/1/2023
2/1/2023
12/1/2028
12/1/2028
(7)
12/1/2028
8/1/2029
8/1/2029
8/1/2029
12/1/2022
8/1/2029
10/1/2022
10/1/2022
4/1/2023
4/1/2023
10/1/2029
(7)
12/1/2028
(7)
8/1/2022
8/1/2022
8/1/2022
10/1/2022
10/1/2029
10/1/2029
10/1/2029
8/1/2023
6/1/2022
6/1/2022
4/1/2029
10/1/2028
10/1/2028
12/1/2028
10/1/2022
4/1/2022
10/1/2022
10/1/2022
10/1/2022
10/1/2022
(7)
6/1/2029
Other Affiliation(3)
Antenna TV, Court TV, Rewind TV
Antenna TV, Court TV, TBD, Rewind
TV
Antenna TV, Court TV, Rewind TV,
TBD
Antenna TV, Court TV, Comet
Antenna TV, Court TV, Charge!, Rewind TV
WPHL-D2, D3, D4
KDAF-D2, D3, D4, D5
KRON-D2, D3, D4, D5 Antenna TV, SportsGrid, Quest, ShopLC
KIAH-D2, D3, D4, D5
WDCW-D2, D3, D4
WDVM-D2, D3, D4
WFLA-D2, D3
WTTA-D2
KDVR-D2, D3
Antenna TV, Comet, TBD, Court TV
Antenna TV, WDVM, Univision
SportsGrid, Rewind TV, HSN
SportsGrid, Antenna TV
Cozi TV
Antenna TV, TBD
KWGN-D2, D3, D4
WJW-D2, D3, D4
KTXL-D2, D3, D4
KOIN-D2, D3
KRCW-D2, D3, D4
WJZY-D3, D4, D5, D6,
D7, D8
KTVI-D2, D3, D4
KPLR-D2, D3, D4
WNCN-D2, D3, D4
WTTV-D2, D3
WTTK-D2, D3
WXIN-D2, D3, D4
KSWB-D2, D3, D4
WKRN-D2, D3, D4
KTVX-D2, D3, D4
KUCW-D2, D3, D4
WTNH-D2
WCTX-D2
WCMH-D2, D3, D4
WDAF-D2, D3, D4
WSPA-D3
WYCW-D3
KXAN-D2, D3, D4
KBVO-D2, D3, D4
KNVA-D2, D3, D4
KLAS-D2, D3, D4
WOOD-D2, D3
WOTV-D2, D3, D4
WXSP-CD, D2, D3
WHTM-D2, D3, D4, D5
KFOR-D2, D3, D4
KAUT-D2, D3, D4
WIAT-D2, D3, D4
WAVY-D2, D3, D4
WVBT-D2, D3
WGHP-D2, D3, D4
KRQE-D2, D3
KREZ-D2
KBIM-D2
KRWB-D2, D3, D4, D5
KWBQ-D2, D3, D4, D5
KASY-D2, D3, D4, D5
WGNO-D2, D3, D4
WNOL-D2, D3, D4
Court TV, Comet, Charge!
Antenna TV, Comet, Charge!
Antenna TV, Court TV, TBD
getTV, SportsGrid
Antenna TV, Court TV, TBD
Charge, Movies!, H&I, ION,
TheGrio, Rewind TV
Antenna TV, Court TV Mystery, Dabl
Court TV, Comet, Rewind TV
Rewind TV, Grit, Circle
Independent, Comet
Independent, Cozi TV
Antenna TV, Court TV, Charge!
Antenna TV, Court TV, ION
SportsGrid, True Crime, Rewind TV
MeTV, Rewind TV, Heroes & Icons
Movies!, Quest, HSN
Rewind TV
Comet
Court TV, ION, Laff
Antenna TV, Court TV, TBD
ION
True Crime
Cozi TV, ION, Rewind TV
Bounce, Antenna TV, Defy
Grit, Laff, Court TV
MeTV, SportsGrid, Rewind TV
Rewind TV, SportsGrid
Dabl, Charge, Weather
MNTV, Cozi TV, Comet
ION, Dabl, Laff, WLYH
Antenna TV, True Crime, Dabl
Court TV, Court TV Mystery, Cozi TV
Court TV Mystery, True Crime, TrueReal
SportsGrid, getTV, ShopLC
Cozi TV, Rewind TV
Antenna TV, Court TV, Dabl
FOX, Bounce
FOX
FOX
Grit, Laff, ION, Rewind TV
Grit, Laff, ION, Rewind TV
Court TV Mystery, getTV, Court TV, Antenna TV
Antenna TV, Dabl, TBD
Court TV, Comet, Charge!
8
Market
Rank(1)
Market
51 Memphis, TN
Providence, RI
52
53
55
Buffalo, NY
Fresno, CA
Richmond, VA
56
57 Mobile, AL
58 Wilkes Barre, PA
59
Little Rock, AR
60
Albany, NY
62
63
65
67
Knoxville, TN
Lexington, KY
Dayton, OH
Honolulu, HI
Des Moines, IA
Green Bay, WI
68
69
70 Wichita, KS
71
74
75
77
79
82
Roanoke, VA
Springfield, MO
Charleston, WV
Rochester, NY
Huntsville, AL
Colorado Springs, CO
83 Waco-Bryan, TX
85
86
87
89
90
91
93
Brownsville, TX
Shreveport, LA
Syracuse, NY
Charleston, SC
Champaign, IL
Savannah, GA
El Paso, TX
Status(2)
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
LSA
LSA
O&O
LSA
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
Full Power
Stations
WREG
WPRI
WNAC(4)
WIVB(6)
WNLO
KSEE
KGPE
WRIC
WKRG
WFNA
WBRE
WYOU(4)
KARK
KARZ
KLRT(4)
KASN(4)
WTEN
WXXA(4)
WATE
WDKY
WDTN
WBDT(10)(6)
KHON
KHAW(11)
KAII(11)
KGMD(11)
KGMV(11)
KHII
WHO
WFRV
KSNW
KSNC(12)
KSNG(12)
KSNK(12)
WFXR
WWCW
KRBK
KOZL
KOLR(4)
WOWK
WROC
WHNT
WHDF
KXRM
KWKT
KYLE
KVEO
KGBT(13)
KTAL
KSHV(14)
KMSS(4)
WSYR
WCBD
WCIA
WCIX
WSAV
KTSM
Primary
Affiliation
CBS
CBS
FOX
CBS
The CW
NBC
CBS
ABC
CBS
The CW
NBC
CBS
NBC
MNTV
FOX
The CW
ABC
FOX
ABC
FOX
NBC
The CW
FOX
FOX
FOX
MNTV
MNTV
MNTV
NBC
CBS
NBC
NBC
NBC
NBC
FOX
The CW
FOX
MNTV
CBS
CBS
CBS
CBS
The CW
FOX
FOX
MNTV
NBC
MNTV
NBC
MNTV
FOX
ABC
NBC
CBS
MNTV
NBC
NBC
Low Power Stations /
Multicast Channels
WREG-D2, D3
WPRI-D2, D3, D4
WNAC-D2, D3, D4
WIVB-D2
WNLO-D2
KSEE-D2, D3, D4
KGPE-D2, D3, D4
WRIC-D2, D3, D4
WKRG-D2, D3, D4
WFNA-D2, D3, D4
WBRE-D2, D3, D4
WYOU-D2, D3, D4
KARK-D2, D3, D4
KARZ-D2
KLRT-D2
KASN-D2, D3, D4, D5
WTEN-D2, D3, D4
WXXA-D2, D3, D4
WATE-D2, D3, D4
WDKY-D2, D3, D4
WDTN-D2, D3
WBDT-D2
KHON-D2, D3, D4
KHAW-D2, D3, D4
KAII-D2, D3, D4
Other Affiliation(20)
News3, Antenna TV
MNTV, Rewind TV, Dabl
The CW, True Crime, Antenna TV
QVC
Rewind TV
Bounce, Grit, Rewind TV
Court TV Mystery, TheGrio, Court TV
Rewind TV, Cozi TV, Laff
ION, MeTV, Court TV
Bounce, True Crime, Grit
Laff, Rewind TV, True Crime
Court TV Mystery, Twist, Cozi TV
Laff, Grit, Antenna TV
Bounce
Court TV Mystery
Rewind TV, ION, Defy, TrueReal
Cozi TV, Antenna TV, Court TV
Mystery
OTB-TV, Laff, Rewind TV
Antenna TV, SportsGrid, Cozi TV
Comet, Charge, TBD
Court TV Mystery, ION
Bounce
The CW, Dabl, Rewind TV
The CW, Dabl, Court TV
The CW, Dabl, Court TV
WHO-D2, D3, D4
WFRV-D2, D3, D4
KSNW-D2, D3, D4
SportsGrid, Antenna TV, Court TV
Bounce, True Crime, Rewind TV
Telemundo, ION, True Crime
KSNG-D2
Telemundo
KSNL-LD
WFXR-D2, D3, D4
WWCW-D2, D3, D4
KRBK-D2, D3, D4
KOZL-D2, D3, D4
KOLR-D2, D3, D4
WOWK-D2, D3, D4
WROC-D2, D3, D4
WHNT-D2, D3
WHDF-D2, D3, D4
KXRM-D2, D3, D4
KXTU-LD, D2, D3, D4
KWKT-D2, D3, D4
KYLE-D2, D3, D4
KVEO-D2
KGBT-D2, D3, D4, D5, D6
KTAL-D2, D3, D4
KSHV-D2, D3, D4
KMSS-D2
WSYR-D2, D3, D4
WCBD-D2, D3, D4
WCIA-D2, D3, D4
WCIX-D2, D3, D4
WSAV-D2, D3, D4
KTSM-D2, D3, D4
NBC
The CW, Bounce, Quest
FOX, Rewind TV, Grit
Antenna TV, Dabl, ION
Court TV Mystery, Bounce, Rewind TV
Laff, Grit, ShopLC
Court TV Mystery, Laff, Rewind TV
Bounce, Laff, Court TV Mystery
The CW, Antenna TV
Court TV, Rewind TV, HSN
The CW, ION, CourtTV Mystery
The CW, Bounce, Laff, Antenna TV
MNTV, Antenna TV, Bounce
FOX, Antenna TV, Laff
CBS
Rewind TV, Comet, Estrella, Court TV Mystery, Grit
Laff, Cozi TV, HSN
Court TV Mystery, ION, Quest
Rewind TV
Antenna TV, Bounce, Laff
The CW, ION, Laff
MNTV, Bounce, Grit
CBS, Court TV Mystery, Laff
The CW, Court TV/MNTV, Laff
Estrella, Court TV Mystery, Laff
FCC License
Expiration Date
8/1/2029
4/1/2023
4/1/2023
6/1/2023
6/1/2023
12/1/2022
12/1/2022
10/1/2028
4/1/2029
4/1/2029
8/1/2023
8/1/2023
6/1/2029
6/1/2029
6/1/2029
6/1/2029
6/1/2023
6/1/2023
8/1/2029
8/1/2029
10/1/2029
10/1/2029
2/1/2023
2/1/2023
2/1/2023
2/1/2023
2/1/2023
2/1/2023
(7)
12/1/2029
6/1/2022
6/1/2022
6/1/2022
6/1/2022
6/1/2022
10/1/2028
10/1/2028
(7)
10/1/2028
6/1/2023
4/1/2029
4/1/2029
4/1/2022
8/1/2022
8/1/2022
8/1/2022
8/1/2022
8/1/2022
6/1/2029
6/1/2029
6/1/2023
12/1/2028
(7)
12/1/2029
(7)
8/1/2022
9
Market
Rank(1)
94
Market
Baton Rouge, LA
95
Fayetteville, AR
96
Burlington, VT
Jackson, MS
97
99 Myrtle Beach-Florence, SC
Tri-Cities, TN-VA
100
102 Greenville, NC
103 Quad Cities, IL
106
Evansville, IN
107 Altoona, PA
109
Sioux Falls, SD
110
Tyler-Longview, TX
Ft. Wayne, IN
111
112 Augusta, GA
Lansing, MI
115
116
Springfield, MA
119 Youngstown, OH
122
123
Lafayette, LA
Peoria, IL
125
Bakersfield, CA
127
129
Columbus, GA
La Crosse, WI
131 Amarillo, TX
138 Midland, TX
139
Rockford, IL
141 Minot-Bismarck, ND
142
Topeka, KS
143 Monroe, AR
145
Lubbock, TX
148
Sioux City, IA
Status(2)
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
LSA
O&O
O&O
O&O
LSA
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
LSA
O&O
Full Power
Stations
WGMB
Primary
Affiliation
FOX
WVLA(15)
KFTA
KNWA
KXNW
WFFF
WVNY(4)
WJTV
WBTW
WJHL
WNCT
WHBF
KGCW
KLJB(4)
WEHT
WTVW(4)
WTAJ
KELO
KDLO(16)
KPLO(16)
KETK
KFXK(15)
WANE
WJBF
WLNS(6)
WLAJ(4)
WWLP
WKBN(6)
WYTV(10)
KLFY
WMBD
WYZZ(17)
KGET
WRBL
WLAX
WEUX(18)
KAMR
KCIT(4)
KMID
KPEJ(4)
WQRF
WTVO(4)
KXMB(19)
KXMC
KXMD(19)
KXMA
KSNT
KTKA(10)
KARD
KTVE(4)
KLBK
KAMC(4)
KCAU
NBC
FOX
NBC
MNTV
FOX
ABC
CBS
CBS
CBS
CBS
CBS
The CW
FOX
ABC
The CW
CBS
CBS
CBS
CBS
NBC
FOX
CBS
ABC
CBS
ABC
NBC
CBS
ABC
CBS
CBS
FOX
NBC
CBS
FOX
FOX
NBC
FOX
ABC
FOX
FOX
ABC
CBS
CBS
CBS
The CW
NBC
ABC
FOX
NBC
CBS
ABC
ABC
Low Power Stations /
Multicast Channels
WGMB-D2, D3
WBRL-CD
KZUP-CD
WVLA-D2, D3
KFTA-D2, D3, D4, D5
KNWA-D2, D3, D4
KXNW-D2
WFFF-D2, D3,D4
WVNY-D2, D3, D4
WJTV-D2, D3, D4
WBTW-D2, D3, D4
WJHL-D2, D3
WNCT-D2, D3, D4
WHBF-D2, D3, D4
KGCW-D2, D3, D4
KLJB-D2, D3, D4
WEHT-D2, D3, D4
WTVW-D2, D3, D4
WTAJ-D2, D3, D4
KELO-D2, D3, D4
KDLO-D2, D3, D4
KPLO-D2, D3, D4
KETK-D2, D3, D4
KTPN-LD(14)
KFXK-D2, D3, D4
WANE-D2, D3, D4
WJBF-D2, D3, D4
WLAJ-D2
Other Affiliation(20)
The CW, Cozi TV
The CW
Independent
Laff, ION
NBC, Court TV Mystery, Bounce,
MNTV
FOX, Laff, Grit
Rewind TV
Court TV Mystery, Bounce, Antenna TV
Laff, Grit, Quest
The CW, ION, Court TV
MNTV/Antenna TV, ION, Court TV
Mystery
ABC, Antenna TV
The CW, True Crime, Court TV Mystery
Court TV, Grit, Court TV Mystery
ThisTV, Laff, CBS
MeTV, Rewind TV, Bounce
Laff, Cozi TV, Rewind TV
Bounce, Court TV Mystery, ION
Court TV Mystery, Laff, Grit
MNTV, ION, Court TV Mystery
MNTV, ION, Court TV Mystery
MNTV, ION, Court TV Mystery
Grit, ION, Antenna TV
MNTV
MNTV, Court TV Mystery, Laff
ION, Laff, Court TV Mystery
MeTV, ION, Court TV Mystery
The CW+
WWLP-D2, D3, D4
WKBN-D2
WYFX-LD, D2, D3, D4, D5, D6
WYTV- D2
KLFY-D2, D3, D4
WMBD-D2, D3, D4
The CW, ION, Court TV Mystery
FOX
FOX, MNTV, ION, Bounce, Laff, Antenna TV
MNTV
Dabl, ION, Laff
Bounce, Laff, Court TV Mystery
KGET-D2, D3, D4
KKEY-LP
WRBL-D2, D3, D4
WLAX-D2, D3, D4
WEUX-D2, D3, D4
KAMR-D2, D3, D4
KCPN-LP-D2(14)
KCIT-D2, D3, D4
KMID-D2, D3, D4
KPEJ-D2, D3
WQRF-D2, D3, D4
WTVO-D2, D3, D4
KXMB-D2, D3, D4
KXMC-D2, D3, D4
KXMD-D2, D3, D4
KXMA-D2, D3, D4
KSNT-D2, D3, D4
KTMJ-CD, D2, D3, D4
KTKA-D2, D3, D4
KARD-D2, D3, D4
KTVE-D2, D3, D4
KLBK-D2, D3, D4
KAMC-D2, D3, D4
KCAU-D2, D3, D4
The CW, Telemundo, Laff
Telemundo
MeTV, ION, Laff
Antenna TV, Laff, Grit
Antenna TV, Court TV Mystery, Bounce
MNTV, Laff, Antenna TV
MNTV, Rewind TV
Grit, Court TV Mystery, Bounce
Laff, Court TV Mystery, Grit
Estrella, Rewind TV
Bounce, Court TV Mystery, Rewind TV
MNTV, Laff, Grit
The CW, Laff, Court TV Mystery
The CW, Laff, Court TV Mystery
The CW, Laff, Court TV Mystery
CBS, Laff, Court TV Mystery
FOX, ION, Bounce
FOX, Court TV Mystery, Grit, Laff
Dabl, The CW, Antenna TV
Bounce, Grit, Antenna TV
KARD, Laff, Court TV Mystery
Court TV, Antenna TV, Rewind TV
Court TV Mystery, Bounce, QVC2
Court TV Mystery, Laff, Bounce
FCC License
Expiration Date
6/1/2029
(7)
6/1/2029
6/1/2029
(7)
(7)
6/1/2029
4/1/2023
4/1/2023
6/1/2029
12/1/2028
8/1/2029
12/1/2027
12/1/2029
(7)
(7)
8/1/2029
8/1/2029
8/1/2023
4/1/2022
4/1/2022
4/1/2022
8/1/2022
8/1/2022
8/1/2022
8/1/2029
4/1/2029
10/1/2029
10/1/2029
4/1/2023
10/1/2029
10/1/2029
10/1/2029
6/1/2029
12/1/2029
(7)
12/1/2022
12/1/2022
4/1/2029
12/1/2029
12/1/2029
8/1/2022
8/1/2022
8/1/2022
8/1/2022
8/1/2022
12/1/2029
12/1/2029
4/1/2022
4/1/2022
4/1/2022
4/1/2022
6/1/2022
6/1/2022
6/1/2022
6/1/2029
6/1/2029
8/1/2022
8/1/2022
(7)
10
Market
Rank(1)
Market
149 Wichita Falls, TX
151
Erie, PA
152
Joplin, MO
153
156
Panama City, FL
Terre Haute, IN
162
Binghamton, NY
163 Wheeling, WV
164
Beckley, WV
165 Abilene, TX
167
Billings, MT
168 Hattiesburg, MS
Rapid City, SD
169
170
Clarksburg, WV
171 Utica, NY
172 Dothan, AL
Jackson, TN
175
178
Elmira, NY
180 Watertown, NY
181 Alexandria, LA
183 Marquette, MI
187 Grand Junction, CO
197
San Angelo, TX
Status(2)
O&O
O&O
LSA
O&O
LSA
O&O
LSA
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
O&O
O&O
O&O
O&O
O&O
LSA
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
O&O
LSA
O&O
LSA
Full Power
Stations
KFDX
Primary
Affiliation
NBC
KJTL(4)
WJET
WFXP(4)
KSNF
KODE(4)
WMBB
WTWO
WAWV(4)
WIVT
WTRF
WVNS
KTAB
KRBC(4)
KSVI
KHMT(4)
WHLT
KCLO
WBOY
WFXV
WUTR(4)
WDHN
WJKT
WETM
WWTI
WNTZ
WJMN(20)
KREX
KREY(21)
KFQX(4)
KLST
KSAN(4)
FOX
ABC
FOX
NBC
ABC
ABC
NBC
ABC
ABC
CBS
CBS
CBS
NBC
ABC
FOX
CBS
CBS
NBC
FOX
ABC
ABC
FOX
NBC
ABC
FOX
MNTV
CBS
CBS
FOX
CBS
NBC
Low Power Stations /
Multicast Channels
KFDX-D2, D3, D4
KJBO-LP(14)
KJTL-D2, D3, D4
WJET-D2, D3, D4
WFXP-D2, D3, D4
KSNF-D2, D3, D4
KODE-D2, D3, D4
WMBB-D2, D3, D4
WTWO-D2, D3, D4
WAWV-D2, D3, D4
WIVT-D2, D3, D4
WBGH-CD, D2
WTRF-D2, D3, D4
WVNS-D2
KTAB-D2, D3, D4
KRBC-D2, D3, D4
KSVI-D2, D3, D4
KHMT-D2, D3, D4
WHLT-D2, D3, D4
KCLO-D2, D3, D4
WBOY-D2, D3, D4
WFXV-D2, D3
WPNY-LP
WUTR-D2, D3, D4
WDHN-D2, D3, D4
WJKT-D2, D3, D4
WETM-D2, D3, D4
WWTI-D2, D3, D4
WNTZ-D2, D3, D4
WJMN-D2, D3, D4
KREX-D2, D3, D4
KREY-D2, D3, D4
KGJT-CD
KFQX-D2, D3, D4
KLST-D2, D3, D4
KSAN-D2, D3, D4
Other Affiliation(20)
MNTV, Laff, Antenna TV
MNTV
Grit, Bounce, Court TV Mystery
Laff, Court TV Mystery, Cozi TV
Grit, Bounce, Antenna TV
Laff, Court TV Mystery, Antenna TV
Grit, Bounce, ION
MeTV, Laff, Court TV Mystery
Laff, Court TV Mystery, Antenna TV
Grit, Bounce, Rewind TV
NBC, Laff, Court TV Mystery
NBC, ABC
MNTV, ABC, Court TV Mystery
FOX
Telemundo, Court TV Mystery, ION
Grit, Laff, Bounce
Court TV Mystery, Bounce, Antenna TV
Court TV, ION, Laff,
The CW, ION, Court TV Mystery
The CW, ION, Court TV Mystery
ABC, Court TV Mystery, Laff
Court TV Mystery, Laff
MNTV
MNTV, Grit, Bounce
Court TV Mystery, Laff, Antenna TV
Court TV Mystery, Laff, Grit
Antenna TV, Laff, Court TV Mystery
The CW, Laff, Court TV Mystery
Bounce, Court TV Mystery, Laff
Court TV Mystery, Laff, Bounce
Laff, MNTV, Bounce
FOX, Court TV Mystery, Grit
MNTV
CBS, Court TV Mystery, Grit
Court TV Mystery, Grit, Antenna TV
Laff, Bounce, ION
FCC License
Expiration Date
8/1/2022
8/1/2022
8/1/2022
8/1/2023
8/1/2023
(7)
2/1/2029
8/1/2029
8/1/2029
6/1/2023
6/1/2023
10/1/2028
10/1/2028
8/1/2022
8/1/2022
4/1/2022
4/1/2022
6/1/2029
4/1/2022
10/1/2028
6/1/2023
6/1/2023
6/1/2023
(7)
8/1/2029
6/1/2023
6/1/2023
6/1/2029
10/1/2029
4/1/2022
4/1/2022
4/1/2022
4/1/2022
8/1/2022
8/1/2022
(1) Market rank refers to ranking the size of the DMA in which the station is located in relation to other DMAs. Source: Investing in Television Market
(2)
(3)
(4)
(5)
(6)
(7)
Report 2021 4th Edition, as published by BIA Financial Network, Inc.
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 an independent third-party. Local service agreements include TBAs,
SSAs, JSAs, LMAs and outsourcing agreements. For further information regarding the LSAs to which we are a party, see Note 2 to our Consolidated
Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Antenna TV and Rewind TV are digital multicast networks owned and operated by Nexstar. The other affiliations for our digital multicast channels are
owned by independent third parties.
These stations and related multicast channels are owned by Mission. In June 2021, Mission acquired WNAC from Super Towers, Inc. (“Super
Towers”) and assumed the existing LMA with Nexstar.
Although WDVM is located within the Washington, D.C. DMA, its signal does not reach the entire Washington, D.C. metropolitan area. WDVM
serves the Hagerstown, MD sub-market within the DMA. WDVM is the only commercial station licensed in the city of Hagerstown.
These stations are operating under channel sharing arrangements with another Company station in the same market.
Application for renewal of license was submitted timely to the FCC. Under the FCC’s rules, the license expiration date is automatically extended
pending FCC review of and action on the renewal application.
KNVA is owned by 54 Broadcasting, a subsidiary of Vaughan Media LLC (“Vaughan”).
KREZ and KBIM operate as satellite stations of KRQE.
(8)
(9)
(10) These stations and related multicast channels are owned by Vaughan.
(11) KHAW and KAII operate as satellite stations of KHON. KGMD and KGMV are satellites of KHII.
(12) KSNC, KSNG and KSNK operate as satellite stations of KSNW.
(13)
In May 2021, Mission acquired the license assets of television station KGBT-TV from Sinclair Broadcast Group, Inc. (“Sinclair”). In September 2021,
Mission sold KGBT-TV’s license assets to Nexstar.
(14) On October 1, 2021, Nexstar acquired KJBO-LP and KCPN-LP from Mission. On October 1, 2021, Nexstar also acquired KSHV and KTPN-LD from
White Knight Broadcasting (“White Knight”).
(15) These stations and related multicast channels are owned by White Knight.
(16) KDLO and KPLO operate as satellite stations of KELO.
(17) WYZZ is owned by Cunningham Broadcasting Corporation.
(18) WEUX operates as a satellite station of WLAX.
(19) KXMB and KXMD operate as satellite stations of KXMC.
(20) Effective on January 21, 2022, WJMN became an affiliate of MNTV. The station was previously affiliated with CBS.
(21) KREY operates as a satellite station of KREX.
11
Industry Background
Commercial television broadcasting began in the United States on a regular basis in the 1940s. A limited number of channels are
available for over-the-air broadcasting in any one geographic area and a license to operate a television station must be granted by the
FCC. All television stations in the country are grouped by Nielsen, a national audience measuring service, into 210 generally
recognized television markets, known as DMAs, that are ranked in size according to various metrics based upon actual or potential
audience. Each DMA is an exclusive geographic area consisting of all counties in which the home-market commercial stations receive
the greatest percentage of total viewing hours. Nielsen publishes data on estimated audiences for the television stations in each DMA
on a quarterly basis. The estimates are expressed in terms of a “rating,” which is a station’s percentage of the total potential audience
in the market, or a “share,” which is the station’s percentage of the audience actually watching television. A station’s rating in the
market can be a factor in determining advertising rates.
Most television stations are affiliated with networks and receive a significant part of their programming, including prime-time
hours, from networks. Whether or not a station is affiliated with one of the four major networks (NBC, CBS, FOX or ABC) has a
significant impact on the composition of the station’s revenue, expenses and operations. Network programming is provided to the
affiliate by the network in exchange for the payment to the network of affiliation fees and the network’s retention of a substantial
majority of the advertising time during network programs. The network then sells this advertising time and retains the revenue. The
affiliate retains the revenue from the remaining advertising time it sells during network programs and from advertising time it sells
during non-network programs.
Broadcast television stations compete for advertising revenue primarily with other commercial broadcast television stations,
MVPDs, OVDs, Google, Facebook and other online media, newspapers and radio stations serving the same market. Non-commercial,
religious and Spanish-language broadcasting stations in many markets also compete with commercial stations for viewers. In addition,
the internet and other leisure activities may draw viewers away from commercial television stations.
Advertising Sales
General
Television station revenue is derived from the sale of local and national advertising. All network-affiliated stations are required
to carry advertising sold by their networks, which reduces the amount of advertising time available for sale by stations. Our stations
sell the remaining advertising to be inserted in network programming and the advertising in non-network programming, retaining all
of the revenue received from these sales. A national syndicated program distributor will often retain a portion of the available
advertising time for programming it supplies in exchange for no fees or reduced fees charged to stations for such programming. These
programming arrangements are referred to as barter programming.
Advertisers wishing to reach a national audience usually purchase time directly from the networks or advertise nationwide on a
case-by-case basis. National advertisers who wish to reach a particular region or local audience often buy advertising time directly
from local stations through national advertising sales representative firms. Local businesses purchase advertising time directly from
the station’s local sales staff.
Advertising rates are based upon a number of factors, including:
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.
Advertising rates are also determined by a station’s overall ability to attract viewers in its market area, as well as the station’s
ability to attract viewers among particular demographic groups that an advertiser may be targeting. Advertising revenue is positively
affected by strong local economies. Conversely, declines in advertising budgets of advertisers, particularly in recessionary periods,
adversely affect the broadcast industry and, as a result, may contribute to a decrease in the revenue of broadcast television stations.
12
The NewsNation cable network also sells national advertising, with pricing based on audience size, demographics and the
number of advertisers competing for available commercial time.
Seasonality
Advertising revenue is positively affected by national and regional political election campaigns and certain events such as the
Olympic Games or the Super Bowl. Stations’ advertising revenue is generally highest in the second and fourth quarters of each year,
due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the
holiday season. In addition, advertising revenue is generally higher during even-numbered years when state, congressional and
presidential elections occur and from advertising aired during the Olympic Games.
Core Advertising Sales
Local advertising time is sold by each station’s local sales staff who call upon advertising agencies and local businesses, which
typically include car dealerships, retail stores and restaurants. Compared to revenue from national advertising accounts, revenue from
local advertising is generally more stable and more predictable. We seek to attract new advertisers to our television stations and
websites and to increase the amount of advertising time sold to existing local advertisers by relying on experienced local sales forces
with strong community ties, producing news and other programming with local advertising appeal and sponsoring or co-promoting
local events and activities. We place a strong emphasis on the experience of our local sales staff and maintain an on-going training
program for sales personnel.
National advertising time is sold through national sales representative firms which call upon advertising agencies, whose clients
typically include automobile manufacturers and dealer groups, telecommunications companies, fast food franchisers and national
retailers (some of which may also advertise locally).
Distribution Revenue
We receive compensation from cable, satellite and other MVPDs and OVDs in return for our consent to the retransmission of
the signals of our television stations and the carriage of NewsNation. Distribution revenues primarily represent payments from the
MVPDs and OVDs and are typically based on the number of subscribers they have. Our successful negotiations with these distributors
have created agreements that produce meaningful recurring revenue streams.
Network Affiliations
Except for WGN-TV, WDVM and KAUT, all of the full power television stations that we own and operate, program or provide
sales and other services to are currently affiliated with a network pursuant to an affiliation agreement. The agreements with ABC,
FOX, NBC, and CBS are the most significant to our operations. The current terms of these agreements expire as discussed below:
Network
Affiliations
ABC
FOX
NBC
CBS
The CW
MNTV
Expiration Date
29 agreements expire in December 2022.
Of the 42 agreements, 41 expire in August 2023 and one(1) expires in December 2023.
35 agreements expire in December 2024.
49 agreements expire in June 2024(2).
23 agreements expire in August 2023.
18 agreements expire in September 2023.
(1)
(2)
This affiliation agreement is owned by a station to which we provide sales and other services. We do not consolidate this station in our
financial statements due to lack of a deemed controlling financial interest.
Reflects the current affiliation agreements in place with CBS as of January 2022.
Each affiliation agreement provides the affiliated station with the right to broadcast all programs transmitted by the network
with which it is affiliated. In exchange, the network receives affiliation fees from us and has the right to sell a substantial majority of
the advertising time during these broadcasts. We expect the network affiliation agreements listed above to be renewed upon
expiration.
13
Investments
We derive significant cash flows from our largest equity method investment, a 31.3% interest in TV Food Network, which
operates two 24-hour television networks, Food Network and Cooking Channel, as well as their related websites. During 2021, we
received cash distributions from TV Food Network totaling $239.5 million. Our partner in TV Food Network is Discovery, Inc.
(“Discovery”), which owns a 68.7% interest in TV Food Network and operates the networks on behalf of the partnership. Food
Network programming content attracts audiences interested in food-related entertainment, including competition and travel, as well as
food-related topics such as recipes, food preparation, entertaining, and dining out. Food Network engages audiences by creating
original programming that is entertaining, instructional and informative. Food Network is a fully distributed network in the United
States with content distributed internationally. Cooking Channel is an entertainment brand dedicated to today's passionate food lover.
For food people, by food people, Cooking Channel is the answer to a growing hunger for more content devoted to food and cooking in
every dimension from global cuisines to international travel, history and unconventional how-to's. Cooking Channel is a digital-tier
network available nationally and airs popular off-Food Network programming as well as originally produced programming.
Competition
Competition in the television industry takes place on several levels: competition for audience, competition for programming and
competition for advertising.
Audience. We compete for audience share specifically on the basis of program popularity. The popularity of a station’s
programming has a direct effect on the advertising rates it can charge its advertisers. A portion of the daily programming on the
stations that we own or provide services to is supplied by the network with which each station is affiliated. In those periods, the
stations are dependent upon the performance of the network programs in attracting viewers. Stations program non-network time
periods with a combination of self-produced news, public affairs and other entertainment programming, including movies and
syndicated programs. The major television networks have also begun to provide their programming directly to the consumer via
streaming services, which present an additional source of competition for television broadcaster audience share. Other sources of
competition for audience include the internet, gaming devices, home entertainment systems, video-on-demand and pay-per-view.
While the commercial television broadcast industry continues to generate a significant percentage of viewership from the ABC,
NBC, CBS and FOX television networks, other cable television networks and video streaming services command significant
audiences.
NewsNation, our growing national news channel, competes with other established national newscasts such as CNN, FOX News
and MSNBC for viewers. NewsNation’s entertainment programming also competes for viewers with other distribution technologies.
Programming. Competition for programming involves negotiating with national program distributors or syndicators that sell
first-run and off-network rerun packages of programming. Stations compete against in-market broadcast station operators, cable
network and streaming services for exclusive access to off-network reruns and first-run product in their respective markets. Comcast
Corporation, Paramount Global (formerly ViacomCBS), CBS, Fox Corporation and The Walt Disney Company each own a major
television network and multiple cable networks and also owns or controls major production studios, which are the primary sources of
programming for the networks. It is uncertain whether in the future such programming, which is generally subject to short-term
agreements between the studios and the networks, will be moved from or to the networks. Television broadcasters also compete for
non-network programming unique to the markets they serve. As such, stations strive to provide exclusive news stories and unique
features such as investigative reporting and coverage of community events and to secure broadcast rights for regional and local
sporting events.
Advertising. Our stations compete for advertising revenue with other television stations in their respective markets and other
advertising media such as online media (e.g., Google, Facebook, etc.), OVDs, MVPDs, radio stations, newspapers, outdoor
advertising, and direct mail, among others. Competition for advertising dollars in the broadcasting industry occurs primarily within
individual markets. Generally, a television broadcast station in a particular market does not compete with stations in other market
areas. Our national newscast cable network also competes for advertising revenue with other advertising media and with other
established national networks such as CNN, FOX News and MSNBC.
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The broadcasting industry is continually faced with technological change and innovation which increase the popularity of
competing entertainment and communications media. Further advances in technology may increase competition for household
audiences and advertisers. An increase in the popularity of OVDs may result in popular product offerings that do not include
television broadcast stations. The increased use of digital technology by MVPDs, along with video compression techniques, will
reduce the bandwidth required for television signal transmission. These technological developments are applicable to all video
delivery systems, including over-the-air broadcasting, and have the potential to provide vastly expanded programming to highly
targeted audiences. Reductions in the cost of creating additional channel capacity could lower entry barriers for new channels and
encourage the development of increasingly specialized “niche” programming. This ability to reach very narrowly defined audiences is
expected to alter the competitive dynamics for advertising expenditures. We are unable to predict the effect that these or other
technological changes will have on the broadcast television industry or on the future results of our operations or the operations of the
stations to which we provide services.
Federal Regulation
Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the
“Communications Act”). The following is a brief discussion of certain (but not all) provisions of the Communications Act and the
FCC’s regulations and policies that affect the business operations of television broadcast stations. Over the years, the U.S. Congress
and the FCC have added, amended and deleted statutory and regulatory requirements to which station owners are subject. Some of
these changes have a minimal business impact whereas others may significantly affect the business or operation of individual stations
or the broadcast industry as a whole. For more information about the nature and extent of FCC regulation of television broadcast
stations, refer to the Communications Act and the FCC’s rules, case precedent, public notices and policies.
License Grant and Renewal. The Communications Act prohibits the operation of broadcast stations except under licenses issued
by the FCC. Television broadcast licenses are granted for a maximum term of eight years and are subject to renewal upon application
to the FCC. The FCC is required to grant an application for license renewal if during the preceding term the station served the public
interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee committed
no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse. A
majority of renewal applications are routinely granted under this standard. If a licensee fails to meet this standard the FCC may still
grant renewal on terms and conditions that it deems appropriate, including a monetary forfeiture or renewal for a term less than the
normal eight-year period.
After a renewal application is filed, interested parties, including members of the public, may file petitions to deny the
application, to which the licensee/renewal applicant is entitled to respond. After reviewing the pleadings, if the FCC determines that
there is a substantial and material question of fact whether grant of the renewal application would serve the public interest, the FCC is
required to hold a hearing on the issues presented. If, after the hearing, the FCC determines that the renewal applicant has met the
renewal standard, the FCC will grant the renewal application. If the licensee/renewal applicant fails to meet the renewal standard or
show that there are mitigating factors entitling it to renewal subject to appropriate sanctions, the FCC can deny the renewal
application. In the vast majority of cases where a petition to deny is filed against a renewal application, the FCC ultimately grants the
renewal without a hearing. No competing application for authority to operate a station and replace the incumbent licensee may be filed
against a renewal application.
In addition to considering rule violations in connection with a license renewal application, the FCC may sanction a station
licensee for failing to observe FCC rules and policies during the license term, including the imposition of a monetary forfeiture.
Under the Communications Act, the term of a broadcast license is automatically extended during the pendency of the FCC’s
processing of a timely renewal application. We initiated the license renewal process for our stations in June 2020 and will continue
these filings through April 2023.
Station Transfer. The Communications Act prohibits the assignment or the transfer of control of a broadcast license without
prior FCC approval.
Foreign Ownership Restrictions. The Communications Act limits the extent of non-U.S. ownership of companies that own U.S.
broadcast stations. Under this restriction, the holder of a U.S. broadcast license may have no more than 20% non-U.S. ownership (by
vote and by equity). The Communications Act further prohibits more than 25% indirect foreign ownership or control of a licensee
through a parent company if the FCC determines the public interest will be served by enforcement of such restriction. The FCC has
interpreted this provision of the Communications Act to require an affirmative public interest finding before indirect foreign
ownership of a broadcast licensee may exceed 25%. The FCC will entertain and may authorize, on a case-by-case basis and upon a
sufficient public interest showing and favorable executive branch review, proposals to exceed the 25% indirect foreign ownership
limit in broadcast licensees.
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Multiple Ownership Restrictions. The FCC also has rules which establish limits on the ownership of television broadcast
stations in local markets and nationally. These ownership limits apply to “attributable interests” in a station licensee held by an
individual, corporation, partnership or other entity. In the case of corporations, officers, directors and voting stock interests of 5% or
more (20% or more in the case of certain passive investors, such as insurance companies and bank trust departments) are considered
attributable interests. For partnerships, all general partners and non-insulated limited partners are attributable. Limited liability
companies are treated the same as partnerships. The FCC also considers attributable the holder of more than 33% of a licensee’s total
assets (defined as total debt plus total equity), if that person or entity also provides over 15% of the station’s total weekly broadcast
programming or has an attributable interest in another media entity in the same market which is subject to the FCC’s ownership rules.
If a shareholder of Nexstar holds a voting stock interest of 5% or more (20% or more in the case of certain passive investors, such as
insurance companies and bank trust departments), we must report that shareholder, its parent entities, and attributable individuals and
entities of both, as attributable interest holders in Nexstar.
The FCC multiple ownership rules currently applicable to television broadcasters are summarized below:
Local Television Ownership (Duopoly Rule). Under the current local television ownership, or “duopoly,” rule, a single entity is
allowed to own or have attributable interests in two television stations in a market if (1) the two stations do not have overlapping
service areas, or (2) after the combination at least one of the combining stations is not ranked among the top four stations in the DMA
in terms of audience share (although the FCC may determine, on a case-by-case basis upon a sufficient showing, that the public
interest would not be served by enforcing this “top four” prohibition). The duopoly rule also allows the FCC to consider waivers to
permit the ownership of a second station, where otherwise prohibited, where the second station has failed or is failing or unbuilt.
In certain markets, the Company owns and operates both full-power and low-power television broadcast stations. The FCC’s
duopoly rule and policies regarding ownership of television stations in the same market apply only to full-power television stations
and not low-power television stations.
In a number of markets, the Company owns two stations in compliance with the duopoly rule. We also are permitted to own two
or more stations in various other markets pursuant to an exemption under the FCC’s rules permitting common ownership of a
“satellite” television station in a market where a licensee also owns the “primary” station. Additionally, we are permitted to own two
stations in the Quad Cities, Illinois/Iowa, Greenville-Spartanburg, South Carolina-Asheville, North Carolina and Hartford-New
Haven, Connecticut markets pursuant to waivers allowing ownership of a second station where that station is “failing.” We also own
two “top four” stations in the Indianapolis, Indiana market pursuant to an FCC determination that prohibition of such ownership would
not serve the public interest.
National Television Ownership Limit. The FCC’s rules limit the percentage of U.S. television households which a party may
reach through its attributable interests in television stations to 39%. When calculating a party’s nationwide aggregate audience
coverage, the ownership of a UHF station is counted as 50% of a market’s percentage of total national audience. In December 2017,
the FCC initiated a proceeding to broadly reexamine its national television ownership rule, including the percentage reach cap and the
so-called “UHF discount.” Comments and reply comments in this proceeding were filed in 2018, and the proceeding remains open.
The stations that Nexstar owns have a combined national audience reach of approximately 39% of all U.S. television
households (applying the FCC’s UHF discount).
Attribution of Local Service Agreements. The FCC attributes toward the local television ownership limits another in-market
station when one station owner programs that station pursuant to a TBA or LMA, if the programmer provides more than 15% of the
second station’s weekly broadcast programming. However, LMAs entered into prior to November 5, 1996 are exempt attributable
interests until the FCC determines otherwise. This “grandfathering,” when reviewed by the FCC, is subject to possible extension or
termination. We provide more than 15% of a non-owned station’s programming under a TBA or LMA in six markets. In five of these
markets—WFXP in Erie, Pennsylvania, KHMT in Billings, Montana, KFQX in Grand Junction, Colorado, KNVA in Austin, Texas
and WNAC-TV in Providence, Rhode Island—the TBAs or LMAs were entered into prior to November 5, 1996 and are considered
grandfathered. Therefore, we may continue to program these stations under the terms of these agreements until the FCC determines
otherwise. Our LMA with Mission for WPIX in New York is not attributable because we do not own a station in that market and do
not have any equity or debt interests in Mission.
Under current FCC rules, our JSAs and SSAs with independently owned same-market stations are non-attributable. We may
therefore retain our existing JSA and SSAs in effect and enter into new ones, but we must publicly disclose them, and the FCC may in
the future consider regulations with respect to such agreements.
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Quadrennial Review of Media Ownership Rules. The FCC is required to review its media ownership rules every four years and
to eliminate those rules it finds are no longer “necessary in the public interest as a result of competition.” The FCC’s two most recent
quadrennial reviews—those for 2010 and 2014—were eventually consolidated into a single proceeding that involved extensive
litigation, an agency reconsideration and multiple court appeals, culminating in an April 1, 2021 decision by the U.S. Supreme Court
which upheld the FCC’s elimination or relaxation of several rules. The 2018 quadrennial review, which the FCC commenced in
December 2018, remains pending, and the FCC has recently solicited and received comments to update the record of that proceeding
in the wake of the Supreme Court’s decision. The FCC has not yet initiated the required 2022 proceeding.
MVPD Carriage of Local Television Signals. Broadcasters may obtain carriage of their stations’ signals on cable, satellite and
other MVPDs through either mandatory carriage or through “retransmission consent.” Every three years all stations must formally
elect either mandatory carriage (“must-carry” for cable distributors and “carry one-carry all” for satellite television providers) or
retransmission consent. The next election must be made by October 1, 2023 and will be effective January 1, 2024. Must-carry
elections require that the MVPD carry one station programming stream and related data in the station’s local market. However,
MVPDs may decline a must-carry election in certain circumstances. MVPDs do not pay a fee to stations that elect mandatory carriage.
A broadcaster that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must
negotiate for carriage of the station’s signal. Negotiated terms may include channel position, service tier carriage, carriage of multiple
program streams, compensation and other consideration. If a broadcaster elects to negotiate retransmission terms, it is possible that the
broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the station’s signal.
FCC rules and federal statutory law require retransmission consent negotiations to be conducted in “good faith.” It is a per se
violation of the duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with
another station in the same market if the stations are not commonly owned. Under this rule, stations may not (1) delegate authority to
negotiate or approve a retransmission consent agreement to another non-commonly owned station located in the same DMA or to a
third-party that negotiates on behalf of another non-commonly owned station in the same DMA; or (2) if located in the same DMA
and not commonly owned, facilitate or agree to facilitate coordinated negotiation of retransmission consent terms between themselves,
including through the sharing of information. Accordingly, the VIEs with which we have sharing agreements must separately
negotiate their retransmission consent agreements with MVPDs for stations in markets where we also own a station.
MVPD operators have actively sought to change the regulations under which retransmission consent is negotiated before both
the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations. There are still-open FCC
proceedings to review the “totality of the circumstances” test for good faith retransmission consent negotiations, and to eliminate or
modify the FCC’s non-duplication and syndicated exclusivity rules (which could permit MVPDs to import out-of-market television
stations in certain circumstances).
The FCC’s rules also govern which local television signals a satellite subscriber may receive. The U.S. Congress and the FCC
have also imposed certain requirements relating to satellite distribution of local television signals to “unserved” households that do not
receive a useable signal from a local network-affiliated station and to cable and satellite carriage of out-of-market signals.
Certain OVDs have successfully or unsuccessfully sought to stream broadcast programming over the internet. In 2014, the
U.S. Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station
violate federal copyright law. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term
“MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled
time and seeking comment on the effects of applying MVPD rules to such OVDs. The proceeding remains open. Although the FCC
has not classified OVDs as MVPDs to date, a number of OVDs have signed agreements for retransmission of local stations within
their markets, and others are actively seeking to negotiate such agreements.
The Company has elected to exercise retransmission consent rights for all of its stations where it has legal rights to do so. The
Company has negotiated retransmission consent agreements with the majority of MVPDs serving its markets to carry the stations’
signals and, where permitted by its network affiliation agreements, will negotiate agreements with OVDs.
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Human Capital Management
Values. Our key human capital management objectives are to attract, develop, and retain top industry talent that reflects the
diversity of the communities in which we operate and provide services. We encourage every individual’s contributions and personal
growth and foster work environments that provide personal pride through job satisfaction and a balanced life. We embrace the
communities in which we operate and promote open communications, innovation and creativity.
Engagement and Opportunities. With markets ranging from small to large, we offer a broad range of opportunities for every
experience level, including for those who are just starting their broadcasting career or are ready to make the leap into a larger market.
Our market diversity allows us to give our employees room to grow and progress in their careers. Our management team supports a
culture of developing future leaders from our existing workforce, enabling us to promote from within for many leadership positions.
As of December 31, 2021, our voluntary retention rate for employees was approximately 78%. We offer our employees a broad range
of company-paid benefits and we believe our compensation package and benefits are competitive with others in our industry. Our
employee wages are competitive and consistent with employee positions, experience, knowledge and location. In addition, in 2019,
the Company initiated a company-wide minimum wage above the federal requirement, which has been increased effective January 1,
2021 and January 1, 2022. Annual wage increases and incentive payments are based on merit and are communicated to employees as a
part of the annual review process. In January 2022, we also enhanced our parental leave and short-term disability programs, including
the adoption of up to six weeks of paid leave for eligible employees regardless of gender, offering birth mothers to take paid parental
leave in addition to using short-term disability benefits and increasing the maximum weekly short-term disability benefit paid to
employees by 100%.
Community Outreach. At Nexstar, we pride ourselves on the opportunities we provide for our employees to give back to their
communities. On our 20th anniversary in June 2016, we organized our inaugural Founders Day of Caring, an employee driven effort
focused on local non-profits and charities. Our employees fanned out across the country to contribute thousands of hours of
community services. Founders Day has continued to be a success for our employees and their communities, with a pause in 2020. We
resumed our Founders Day activities in 2021 and such initiatives provided 15,198 hours of service in one day to the Company’s
communities.
Diversity and Inclusion. We strive to foster a culture of diversity and inclusion so all of our employees feel respected and none
of them feels discriminated against. In 2020, we launched our Diversity and Inclusion Council, a working committee dedicated to
creating a path toward a more diverse and inclusive workplace, where diverse talent can flourish and build a career. The Council is
comprised of ten members from throughout the Company, with membership changing periodically. In 2020, the Council initiated our
Employee Resource Groups and established a model mentorship program that rolled out Company-wide. We value diversity at all
levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce. We believe a diverse
workforce fosters innovation and cultivates an environment of unique perspectives. As of December 31, 2021, approximately 41% and
40% of our employees and our management, respectively, were women. In the U.S., approximately 29% and 25% of our employees
and our management, respectively, were racially/ethnically diverse. In order to ensure accountability in making progress in our
diversity goals, a portion of our managers’ bonuses are tied to diversity metrics in their markets. In addition, we have implemented
Employee Resource Groups in the categories of Latinx, Women, African American, Veterans and LGBTQ+. These groups are
designed to bring together employees who share similar cultures, backgrounds, and/or interests, as well as those employees who wish
to provide support to that group.
Training and Mentorship. We are committed to developing the talents of our employees. We have partnered with Everfi, a
leading provider of online workplace training, to deliver engaging and compelling content to all employees. Our catalog of courses
includes harassment prevention, diversity/equity/inclusion, ethics, managing bias, supervisor/manager skills, and most recently,
COVID-19 safety. In addition, during the fourth quarter of 2020, our Corporate Human Resources team conducted a successful pilot
for a new mentorship program that was launched company-wide in 2021. The program matches mentors and mentees across the
company and provides the pairs with a 12-topic curriculum covering skills such as communications, networking, work/life balance,
and goal setting. In late 2021, to improve the experience of participants, the program was moved to MentorCity, an intuitive online
cloud-based Mentoring platform.
In 2018, Nexstar settled a U.S. Department of Justice Antitrust Division investigation, as did a number of other television
broadcasting companies. Nexstar did not admit any wrongdoing but, as a part of the settlement agreement, it agreed to take certain
actions, including providing training programs to all officers and sales related employees, to ensure they understand the antitrust laws,
how those laws apply to Nexstar and our employees and to help them spot common patterns that may implicate antitrust laws.
Nexstar sales employees also participate in a media sales training program provided by The Center for Sales Strategy, a third-
party vendor.
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Safety and COVID-19 Response. We value our employees and are committed to providing a safe and healthy workplace. All
employees are required to comply with our safety rules and are expected to actively contribute to making our company a safer place to
work. In response to COVID-19, we implemented remote working for many of our employees. Our work locations developed and
implemented their own plans for staffing during the pandemic, with a focus on reducing headcounts within our facilities to reduce the
risk for those employees whose job functions could not be performed remotely, and in compliance with applicable state and local
safety requirements and protocols. Currently, a majority of our workforce have returned to working in a facility under strong safety
protocols. In allowing additional employees to return to our facilities, we considered and continue to consider guidance from the
Centers for Disease Control, other health organizations, federal, state and local governmental authorities, and our customers, among
others. We have taken, and continue to take, robust actions to help protect the health, safety and well-being of our employees, to
support our suppliers and local communities, and to continue to serve our customers.
Employees. As of December 31, 2021, we had a total of 12,473 employees, comprised of 11,160 full-time and 1,313 part-time
employees. As of December 31, 2021, 1,714 of our employees were covered by collective bargaining agreements. We believe that our
employee relations are satisfactory, and we have not experienced any work stoppages at any of our facilities. However, we cannot
assure you that our collective bargaining agreements will be renewed in the future, or that we will not experience a prolonged labor
dispute, which could have a material adverse effect on our business, financial condition or results of operations.
Legal Proceedings
From time to time, we are involved in litigation that arises from the ordinary operations of business, such as contractual or
employment disputes or other general actions. In the event of an adverse outcome of these proceedings, we believe the resulting
liabilities would not have a material adverse effect on our financial condition or results of operations. See Note 16 to our Consolidated
Financial Statements included in Part IV, Item 15(a) of this Annual Report on Form 10-K, which is incorporated herein by reference.
Available Information
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains a
website that contains reports, proxy and information statements and other information regarding issuers, including us, that file
electronically with the SEC. The address for the SEC’s website is http://www.sec.gov. Due to the availability of our filings on the
SEC website, we do not currently make available our filings on our internet website. Upon request, we will provide free copies of our
annual reports on Form 10-K, quarterly reports on Form 10-Q and any other filings with the SEC. Requests can be sent to Nexstar
Media Group, Inc., Attn: Investor Relations, 545 E. John Carpenter Freeway, Suite 700, Irving, TX 75062. Additional information
about us, our stations and the stations we program or provide services to can be found on our website at http://www.nexstar.tv. We do
not incorporate the information contained on or accessible through our corporate web site into this Annual Report on Form 10-K.
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Item 1A. Risk Factors
You should carefully consider the risks described below and all of the information contained in this document. The risks and
uncertainties described below are not the only risks and uncertainties that the Company faces. Additional risks and uncertainties not
presently known to the Company or that the Company currently deems immaterial may also impair the Company’s business
operations. If any of those risks occur, the Company’s business, financial condition and results of operations could suffer. The risks
discussed below also include forward-looking statements, and the Company’s actual results may differ substantially from those
discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” for further
information.
Summary Risk Factors
Our business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may
adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully
below and include, but are not limited to:
Risks Related to Our Operations
COVID-19 and other public health emergencies may adversely affect our business, results of operations, financial condition
and cash flows;
Demand for television advertising may be adversely affected as consumers migrate to alternative media for entertainment;
Our substantial debt could limit our ability to grow and compete;
The owners of the VIEs may make decisions regarding the operation of their respective stations that could reduce the amount
of cash we receive under our local service agreements;
Our pension and postretirement benefit plan obligations may be increased by a declining stock market and lower interest
rates;
The recording of deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax
assets could affect our operating results;
We may face additional tax liabilities stemming from proposed and ongoing tax audits;
The revenue generated by our stations could decline substantially if they fail to maintain or renew their network agreements
on favorable terms, or at all;
Changes in retransmission consent revenues or regulations could have an adverse effect on our business, financial condition
and results of operations;
The FCC may refuse to grant renewal of the FCC license of any of our stations, resulting in that station ceasing operations;
Our growth may be limited if we are unable to implement our acquisition strategy;
FCC actions may restrict our ability to create duopolies;
The FCC’s national ownership cap and multiple ownership rules limit our ability to acquire television stations in particular
markets or new markets;
Future impairment charges on our goodwill, intangible assets and equity investments could adversely affect our future results
from operations;
Any decrease or suspension of dividend payments could cause our stock price to decline;
We may not be able to adequately protect the intellectual property and other proprietary rights that are material to our
business;
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Cybersecurity risks could affect our operating effectiveness; and
A significant concentration of our revenue is to a select number of customers.
Risks Related to Our Industry
Our operating results are dependent on advertising revenue, making us potentially more vulnerable to economic downturns
and other factors beyond our control;
Due to our high fixed operating expenses, a relatively small decrease in advertising revenue could have a significant negative
impact on our financial results;
Our television business may not be able to compete effectively if we are unable to respond to changes in technology and
evolving advertising trends;
Intense competition in the television industry and alternative forms of media could limit our growth and profitability;
New legislation and regulation could significantly impact the operations of our stations or the television broadcasting
industry as a whole; and
The FCC’s reallocation of a portion of the spectrum available for use by television broadcasters to wireless broadband use
could substantially impact our future operations.
Risks Related to Tribune’s Emergence from Bankruptcy
We may be unable to settle unresolved claims filed in connection with Tribune’s Chapter 11 proceedings and resolve the
appeals seeking to overturn the order confirming Tribune’s bankruptcy plan.
Risks Related to Tribune Publishing’s Spin-Off
Tribune may be required to pay substantial U.S. federal income taxes if the Tribune Publishing spin-off does not qualify as a
tax-free distribution under Section 355 of the Internal Revenue Code;
Federal and state fraudulent transfer laws and Delaware corporate law may permit a court to void the Tribune Publishing
spin-off; and
We may be exposed to additional liabilities as a result of the Tribune Publishing spin-off.
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Risks Related to Our Operations
Our business, results of operations, financial condition and cash flows have been and may continue to be adversely affected by
pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic.
In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States
declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments in the U.S. and around the world
implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home”
orders, travel restrictions, business curtailments, school closures, and other measures.
The ongoing impact of COVID-19 significantly reduced the demand for television advertising in 2020, mostly in the first part of
the second quarter, and the supply chain and other disruptions that resulted from the pandemic continued in 2021 to negatively impact
advertising by a number of our advertisers as compared to pre-pandemic levels. The spread of COVID-19 has had, and may continue
to have, a material adverse impact on our financial condition, results of operations and cash flows in the future. The extent to which
COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable,
including future surges and the severity of any resurgence of the virus, the length of time that the pandemic continues, current
challenges to increase vaccination rates in the U.S. and continued disruptions to supply chains. Any resulting financial impact cannot
be estimated reasonably at this time, but may materially adversely affect our business, results of operations, financial condition and
cash flows. Our liquidity could also be negatively impacted and we may be required to pursue additional sources of financing to obtain
working capital to meet our business operating requirements, our capital expenditures and to continue to service our debt. Our credit
rating could also be negatively affected, which could also impact our liquidity, our financial condition and our ability to obtain
financing.
General trends in the television industry could adversely affect demand for television advertising as consumers migrate to
alternative media, including the internet, for entertainment.
Television viewing among consumers has been negatively impacted by the increasing availability of alternative media,
including the internet. In recent years, demand for television advertising has been declining and demand for advertising in alternative
media has been increasing, and we expect this trend to continue.
The networks have begun streaming the majority of their programming on the internet and other distribution platforms
simultaneously with, or in close proximity to, network programming broadcast on local television stations, including those we own or
provide services to. These and other practices by the networks dilute the exclusivity and value of network programming originally
broadcast by the affiliated local stations and may adversely affect the business, financial condition and results of operations of our
stations. Also, refer to “Risks Related to Our Industry––Intense competition in the television industry and alternative forms of media
could limit our growth and profitability.”
The Company’s substantial debt could limit its ability to grow and compete.
As of December 31, 2021, the Company had $7.415 billion of debt, net of unamortized financing costs, discounts and premium,
which represented 72.2% of the total combined capitalization.
The Company’s high level of debt could have important consequences to its business. For example, it could:
limit the Company’s ability to borrow additional funds or obtain additional financing in the future;
limit the Company’s ability to pursue acquisition opportunities;
expose the Company to greater interest rate risk since the interest rates on borrowings under the senior secured credit
facilities are variable;
limit the Company’s flexibility to plan for and react to changes in our business and our industry; and
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.
See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Cash
Requirements” for disclosure of the approximate aggregate amount of principal indebtedness scheduled to mature.
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The Company could also incur additional debt in the future. The terms of the Company’s senior secured credit facilities, as well
as the indentures governing Nexstar’s $1.785 billion 5.625% senior unsecured notes due 2027 (“5.625% Notes due 2027”) and
Nexstar’s $1.0 billion 4.75% senior unsecured notes due 2028 (“4.75% Notes due 2028”), limit, but do not prohibit the Company from
incurring substantial amounts of additional debt. To the extent the Company incurs additional debt, it would become even more
susceptible to the leverage-related risks described above.
The agreements governing the Company’s debt contain various covenants that limit management’s discretion in the operation
of its business.
The terms of the Company’s senior secured credit facilities and the indentures governing Nexstar’s 5.625% Notes due 2027 and
Nexstar’s 4.75% Notes due 2028 contain various restrictive covenants customary for arrangements of these types that restrict our
ability to, among other things:
incur additional debt and issue preferred stock;
pay dividends and make other distributions;
make investments and other restricted payments;
make acquisitions;
merge, consolidate or transfer all or substantially all of our assets;
enter into sale and leaseback transactions;
create liens;
sell assets or stock of our subsidiaries; and
enter into transactions with affiliates.
In addition, Nexstar’s senior secured credit facility requires us to maintain or meet certain financial ratios, including a maximum
consolidated first lien net leverage ratio. Future financing agreements may contain similar, or even more restrictive, provisions and
covenants. Because of these restrictions and covenants, management’s ability to operate our business at its discretion is limited, and
we may be unable to compete effectively, pursue acquisitions or take advantage of new business opportunities, any of which could
harm our business.
If we fail to comply with the restrictions in present or future financing agreements, a default may occur. A default could allow
creditors to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. A
default could also allow creditors to foreclose on any collateral securing such debt.
The credit agreement governing our obligations under our senior secured credit facility contains covenants that require us to
comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The covenants, which are calculated on a quarterly
basis, include the combined results of the Company. The credit agreement governing Mission’s obligations under its senior secured
credit facility do not contain financial covenant ratio requirements; however, they include events of default if we do not comply with
all covenants contained in the credit agreement governing our senior secured credit facility.
The Company may not be able to generate sufficient cash flow to meet its debt service requirements.
The Company’s ability to service its debt depends on its ability to generate the necessary cash flow. Generation of the necessary
cash flow is partially subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the
Company’s control. The Company cannot assure you that its business will generate cash flow from operations, that future borrowings
will be available to the Company under its current or any replacement credit facilities, or that it will be able to complete any necessary
financings, in amounts sufficient to enable the Company to fund its operations or pay its debts and other obligations, or to fund its
liquidity needs. If the Company is not able to generate sufficient cash flow to service its debt obligations, it may need to refinance or
restructure its debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. Additional financing may not be
available in sufficient amounts, at times or on terms acceptable to the Company, or at all. If the Company is unable to meet its debt
service obligations, its lenders may determine to stop making loans to the Company, and/or the Company’s lenders or other holders of
its debt could accelerate and declare due all outstanding obligations under the respective agreements, all of which could have a
material adverse effect on the Company.
23
The owners of the VIEs may make decisions regarding the operation of their respective stations that could reduce the amount
of cash we receive under our local service agreements.
As of December 31, 2021, the VIEs are each 100% owned by independent third parties. These entities owned and operated 36
full power television stations, of which 35 stations were included in our financial statements as consolidated VIEs. We have entered
into local service agreements with the VIEs, pursuant to which we provide services to their stations. In return for the services we
provide, we receive substantially all of the consolidated VIEs’ available cash, after satisfaction of their operating costs and any debt
obligations.
As of December 31, 2021, Mission’s senior secured credit facility consisted of a Term Loan B, due June 3, 2028 with an
outstanding principal balance of $299.3 million and a $75.0 million revolving credit facility, of which $61.5 million was drawn and
outstanding.
We guarantee full payment of all of the obligations incurred under Mission’s senior secured credit facility in the event of its
default. All of the stations owned by consolidated VIEs have granted purchase options that permit Nexstar to acquire the assets and
assume the liabilities of each of those VIEs’ stations, subject to FCC consent. These purchase options are freely exercisable or
assignable by Nexstar without consent or approval by the VIEs.
We do not own the VIEs or any of their respective television stations. However, we are deemed under U.S. GAAP to have
controlling financial interests in the consolidated VIEs because of (1) the local service agreements Nexstar has with the consolidated
VIEs’ stations, (2) Nexstar’s guarantee of the obligations incurred under Mission’s senior secured credit facility, (3) Nexstar having
power over significant activities affecting the consolidated VIEs’ economic performance, including budgeting for advertising revenue,
advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated
VIE which permit Nexstar to acquire the assets and assume the liabilities of each of the consolidated VIEs’ stations at any time,
subject to FCC consent.
In compliance with FCC regulations, the VIEs maintain complete responsibility for and control over programming, finances and
personnel for their respective stations. As a result, the VIEs’ boards of directors and officers can make decisions with which we
disagree and which could reduce the cash flow generated by these stations and, as a consequence, the amounts we receive under our
local service agreements with the VIEs. For instance, the VIEs may decide to obtain and broadcast programming which, in our
opinion, would prove unpopular and/or would generate less advertising revenue.
Nexstar’s pension and other postretirement benefit plans (OPEB) are currently underfunded. A declining stock market and
lower interest rates could affect the value of the Company’s retirement plan assets and increase its postretirement obligations.
Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and
former employees. As of December 31, 2021, the pension benefit obligations for these qualified retirement plans were $2.205 billion.
The qualified retirement plans also had $2.152 billion in total net assets available, or underfunded by approximately $52.7 million, to
pay benefits to participants enrolled in the plans as of December 31, 2021. Nexstar was not required and did not make contributions to
its qualified pension benefit plans in 2021.
Nexstar also has non-contributory unfunded supplemental executive retirement and ERISA excess plans which supplement the
coverage of the defined benefit retirement plans to certain employees and former employees. During 2021, Nexstar contributed $4.2
million to these plans. As of December 31, 2021, the total liability was $52.0 million. Nexstar also has various retiree medical savings
account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans that provide certain health
and life insurance benefits to certain retired employees. Although Nexstar has frozen participation and benefits under all plans, two
significant elements in determining the pension expense are the expected return on plan assets and the discount rate used in projecting
obligations. Large declines in the stock market and lower discount rates increase the expense and may necessitate higher cash
contributions to the qualified retirement plans.
The recording of deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax
assets could affect our operating results.
The Company currently has significant net deferred tax assets resulting from tax credit carryforwards, net operating losses and
other deductible temporary differences that are available to reduce taxable income in future periods. Based on our assessment of the
Company’s deferred tax assets, we determined that as of December 31, 2021, based on projected future income, approximately $156.5
million of the Company’s deferred tax assets, net of valuation allowance, will more likely than not be realized in the future. Should we
determine in the future that these assets will not be realized, the Company will be required to record a valuation allowance in
connection with these deferred tax assets and the Company’s operating results would be adversely affected in the period such
determination is made. In addition, tax law changes could negatively impact the Company’s deferred tax assets.
24
The Company’s ability to use net operating loss carry-forwards (“NOLs”) to reduce future tax payments may be limited if
taxable income does not reach sufficient levels or there is a change in ownership of Nexstar, Mission or certain of our other
VIEs.
At December 31, 2021, the Company had NOLs of approximately $175.1 million for U.S. federal tax purposes and $213.8
million for state tax purposes. A valuation allowance has been recorded against $129.2 million of federal NOLs and $54.6 million of
state NOLs attributable to a consolidated VIE. Federal NOLs generated for years prior to 2018 expire at varying dates through 2037
and NOLs generated after 2017 carry forward indefinitely. To the extent available, we intend to use these NOLs to reduce the
corporate income tax liability associated with our operations. Section 382 (“Section 382”) of the Internal Revenue Code of 1986, as
amended (the “Code”), generally imposes an annual limitation on the amount of NOLs that may be used to offset taxable income
when a corporation has undergone an “ownership change.” In general, an “ownership change”, as defined by Section 382, results from
a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of
the outstanding stock of a company by certain stockholders or public groups, which are generally outside of our control. The
Company’s NOLs are subject to limitations under Section 382. As of December 31, 2021, the Company does not expect any NOLs to
expire as a result of a Section 382 limitation.
The ability to use NOLs is also dependent upon the Company’s ability to generate taxable income. The NOLs could expire
before the Company generates sufficient taxable income to use them. To the extent the Company’s use of NOLs is significantly
limited, the Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could
have a negative effect on the Company’s financial results and operations. Changes in ownership are largely beyond the Company’s
control and the Company can give no assurance that it will continue to have realizable NOLs.
We could face additional tax-related liabilities if the IRS prevails on a proposed income tax audit adjustment related to a past
transaction of Tribune. We may also face additional tax liabilities stemming from an ongoing federal income tax audit of
Tribune.
While we believe our tax positions and reserves are reasonable, the resolutions of certain tax issues related to a past transaction
of Tribune Media Company (“Tribune”) are unpredictable and could negatively impact our effective tax rate, net income or cash flows
for the period or periods in question. Specifically, we may be faced with additional tax liabilities as a result of our acquisition of
Tribune for the transactions contemplated by the agreement, dated August 21, 2009, between Tribune and Chicago Entertainment
Ventures, LLC (formerly Chicago Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”),
governing the contribution of certain assets and liabilities related to the business of the Chicago Cubs Major League Baseball
franchise then owned by Tribune and its subsidiaries to New Cubs LLC, and related agreements thereto (the “Chicago Cubs
Transactions”). We may also be faced with tax liabilities as a result of the federal income tax audits of Tribune for taxable years 2014
and 2015.
On June 28, 2016, the IRS issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect
to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a
$182.0 million tax and a $73.0 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition
in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through
December 31, 2021 would be approximately $136.0 million. In addition, if the IRS prevails with its position, under the tax rules for
determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The
reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs
partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to
Tribune’s 2014 and 2015 Federal Income Tax Audits (described below).
On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s merger with Tribune.
Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty
and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed
to be taxable in 2009. We estimate that the federal and state income taxes would be approximately $225.0 million before interest and
penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009.
Tribune made approximately $154.0 million of tax payments prior to its merger with Nexstar.
A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took
place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the
procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the
penalty until the tax issue has been resolved by the Tax Court.
25
On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s
structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009
taxable gain proposed by the IRS. The Company is currently evaluating the potential for appeal to the Court of Appeals for the
holdings within the opinion which are unfavorable to the Company. While the Tax Court has issued its opinion, it has not held further
proceedings on the penalty issue and has not entered a final decision that starts the time in which either party may appeal the ruling to
the Court of Appeals.
As of December 31, 2021, we believe the tax impact of applying the Tax Court opinion is not material to the Company’s
accounting for uncertain tax positions or to its Consolidated Financial Statements. Although management believes its estimates and
judgments are reasonable, the timing and ultimate resolution is unpredictable and could materially change.
Prior to Nexstar’s merger with Tribune in September 2019, Tribune and a few of its subsidiaries were undergoing separate
federal income tax audits for taxable years 2014 and 2015. In the third quarter of 2020, the IRS completed its audits of the acquired
Tribune entities, and with the exception of Tribune Media Company, all other entity audits have been resolved and closed. For
Tribune, the IRS issued a Revenue Agent’s Report which disallows the reporting of certain assets and liabilities related to Tribune’s
emergence from Chapter 11 bankruptcy on December 31, 2012. We disagree with the IRS’s proposed adjustments to the tax basis of
certain assets and the related taxable income impact, and we are contesting the adjustments through the IRS administrative appeal
procedures. If the IRS prevails with its position and after taking into account the impact of the Tax Court Opinion, Nexstar would be
required to reduce its tax basis in certain assets resulting in a $15.0 million increase in its federal and state taxes payable and a $71.0
million increase in deferred income tax liability as of December 31, 2021. In accordance with ASC Topic 740, the Company has
reflected $11.0 million for certain contested issues in its liability for uncertain tax positions at December 31, 2021 and December 31,
2020.
The revenue generated by stations we operate or provide services to could decline substantially if they fail to maintain or renew
their network affiliation agreements on favorable terms, or at all.
Due to the quality of the programming provided by the networks, stations that are affiliated with a network generally have
higher ratings than unaffiliated independent stations in the same market. As a result, it is important for stations to maintain their
network affiliations. Most of the stations that we operate or provide services to have network affiliation agreements. Currently, 29 full
power television stations have primary affiliation agreements with ABC, 35 with NBC, 42 with FOX, 49 with CBS, 23 with The CW
and 18 with MNTV. Each of ABC, NBC and CBS generally provides affiliated stations with up to 22 hours of prime-time
programming per week, while each of FOX, MNTV and The CW provides affiliated stations with up to 15 hours of prime-time
programming per week. In return, affiliated stations broadcast the applicable network’s commercials during the network
programming.
All of the network affiliation agreements of the stations that we own, operate, program or provide sales and other services to are
scheduled to expire at various times through December 2024. In order to renew certain of our affiliation agreements we may be
required to make cash payments to the network and to accept other material modifications of existing affiliation agreements. If any of
our stations cease to maintain affiliation agreements with their networks for any reason, we would need to find alternative sources of
programming, which may be less attractive to our audiences and more expensive to obtain. In addition, a loss of a specific network
affiliation for a station may affect our retransmission consent payments, resulting in us receiving less retransmission consent fees.
Further, some of our network affiliation agreements are subject to earlier termination by the networks under specified circumstances.
For more information regarding these network affiliation agreements, see Item 1, “Business—Network Affiliations.”
Our distribution revenues, financial condition and results of operations may be adversely affected by non-renewals or renewals
at less favorable terms of retransmission consent agreements, further change in the current retransmission consent regulations,
or if the rate of declines in the number of subscribers of MVPDs increases.
A significant portion of Nexstar’s revenue comes from its retransmission consent agreements with MVPDs (mainly cable and
satellite television providers) and OVDs. These agreements permit the distributors to retransmit our stations’ and NewsNation’s
signals to their subscribers in exchange for the payment of compensation to us. If we are unable to renegotiate these agreements on
favorable terms, or at all, the failure to do so could have an adverse effect on our business, financial condition and results of
operations.
26
Though we are typically able to renegotiate our retransmission consent agreements on favorable terms, the payments due us
under these agreements are customarily based on a price per subscriber of the applicable distributor. In recent years the subscribership
of MVPDs has declined, as the growth of direct internet streaming of video programming to televisions and mobile devices has
incentivized consumers to “cut the cord” and discontinue their cable or satellite service subscriptions. Decreasing MVPD
subscribership leads to less revenue under our retransmission agreements, which ultimately could have an adverse effect on our
business, financial condition and results of operations. Also, refer to “Risks Related to Our Industry–Intense competition in the
television industry and alternative forms of media could limit our growth and profitability.”
Moreover, the national television broadcast networks have taken the position that they, as the owners or licensees of certain of
the programming we broadcast and provide for retransmission, are entitled to a portion of the compensation we receive from MVPDs
under our retransmission consent agreements and are requiring their network affiliation agreements with us to provide for such
payments. All of our affiliation agreements with the broadcast networks also include terms that limit our ability to grant retransmission
consent rights to traditional MVPDs as well as OVDs, services that provide video streaming to consumers. The need to pay a portion
of our retransmission consent revenue to our networks, and network limitations on our ability to enter into retransmission consent
agreements, could materially reduce this revenue source to the Company and could have an adverse effect on its business, financial
condition and results of operations.
In addition, federal statutes and regulations govern our retransmission consent negotiations with MVPDs. Under federal law, for
example, we must negotiate retransmission consent in “good faith,” and we are prohibited from negotiating jointly with non-
commonly owned television stations (including our VIEs) in markets where we own a station. These statutes and regulations are
subject to change, and in recent years MVPDs have actively sought to change the regulations under which retransmission consent is
negotiated before both the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations. For
example, pursuant to federal legislation, the FCC has recently adopted rules that require “large [television] groups” (which include
Nexstar) to negotiate retransmission consent in good faith with certain “qualified [MVPD] buying group[s]” comprised of multiple
MVPDs. Nexstar’s obligation to negotiate retransmission consent on a collective basis with certain groups of MVPDs may add
complexity to Nexstar’s overall negotiation process and could adversely affect the amount and flow of Nexstar’s retransmission
consent revenues. Moreover, there are still-open FCC proceedings to review the “totality of the circumstances” test for good faith
retransmission consent negotiations, to eliminate or modify the FCC’s non-duplication and syndicated exclusivity rules (which could
permit MVPDs to import out-of-market television stations in certain circumstances), and to apply MVPD rules to certain OVDs.
These and other changes to the retransmission consent regulatory scheme, if adopted, could materially and adversely impact our
retransmission revenues and thus our business.
In recent years, the number of subscribers to MVPD services has declined as the growth of direct internet streaming of video
programming to televisions and mobile devices has led consumers to discontinue their cable or satellite service subscriptions. As our
retransmission consent agreements include payment terms by subscriber numbers, if the rate of reductions in the number of MVPD
subscribers increases, this could also have an adverse effect on our business revenues, financial condition and results of operations.
The FCC could decide not to grant renewal of the FCC license of any of the stations we operate or provide services to, which
would require that station to cease operations.
Television broadcast licenses are granted for a maximum term of eight years and are subject to renewal upon application to the
FCC. The FCC is required to grant an application for license renewal if, during the preceding term, the station served the public
interest, the licensee did not commit any serious violations of the Communications Act or the FCC’s rules, and the licensee committed
no other violations of the Communications Act or the FCC’s rules which, taken together, would constitute a pattern of abuse. A
majority of renewal applications are routinely granted under this standard. If a licensee fails to meet this standard the FCC may still
grant renewal on terms and conditions that it deems appropriate, including a monetary forfeiture or renewal for a term less than the
normal eight-year period. However, in an extreme case, the FCC may deny a station’s license renewal application, resulting in
termination of the station’s authority to broadcast. Under the Communications Act, the term of a broadcast license is automatically
extended during the pendency of the FCC’s processing of a timely renewal application. We are filing applications to renew our
television licenses on a rolling schedule ending in April 2023. The Company expects the FCC to grant pending and future renewal
applications for its stations in due course but cannot provide any assurances that the FCC will do so.
The loss of the services of our chief executive officer could disrupt management of our business and impair the execution of our
business strategies.
We believe that our success depends upon our ability to retain the services of Perry A. Sook, our founder and Chief Executive
Officer. Mr. Sook has been instrumental in determining our strategic direction and focus. The loss of Mr. Sook’s services could
adversely affect our ability to manage effectively our overall operations and successfully execute current or future business strategies.
27
The Company’s growth may be limited if it is unable to implement its acquisition strategy.
The Company has achieved much of its growth through acquisitions. The Company intends to continue its growth by selectively
pursuing acquisitions of television stations. The television broadcast industry is undergoing consolidation, which may reduce the
number of acquisition targets and increase the purchase price of future acquisitions. Some of the Company’s competitors may have
greater financial or management resources with which to pursue acquisition targets. Therefore, even if the Company is successful in
identifying attractive acquisition targets, it may face considerable competition and its acquisition strategy may not be successful.
FCC rules and policies may also make it more difficult for the Company to acquire additional television stations. Television
station acquisitions are subject to the approval of the FCC and, potentially, other regulatory authorities. FCC rules limit the ownership
of television stations, both in local markets and nationally, and define the types of local service agreements that “count” as ownership
by the party providing the services. Those rules are subject to change. For instance, Nexstar currently owns several television stations
and provides services to other stations pursuant to the recent eliminations of certain FCC ownership rules. The FCC is required to
undertake periodic reviews of its media ownership rules, however, and as a part of any such review it may reimpose prior rules or
adopt new rules that limit the Company’s ability to make acquisitions or enter into local service agreements, or that require the
Company to divest existing stations or terminate existing agreements. The need for FCC and other regulatory approvals could restrict
the Company’s ability to consummate future transactions, if, for example, the FCC or other government agencies believe that a
proposed transaction would result in excessive concentration or other public interest detriment in a market, even if the proposed
combination may otherwise comply with FCC ownership limitations. Additionally, our television acquisitions over the past several
years have significantly increased our national audience reach to a level that approaches national television ownership limits imposed
by the Communications Act and FCC rules. This may restrict future television station acquisitions by the Company and may require
the Company to divest current stations in connection with any acquisition in order to comply with national television ownership limits.
Growing the Company’s business through acquisitions involves risks and if it is unable to manage effectively its growth, its
operating results will suffer.
In 2021, we completed our acquisition of The Hill, an independent, political digital media platform. In 2020, we completed our
acquisition of BestReviews, a company engaged in the business of testing, researching and reviewing consumer products. In 2019, we
completed our merger with Tribune and acquired 31 full power television stations and one AM radio station in 23 markets (net of
divestitures of 13 Tribune stations), WGN America (now known as NewsNation), a 31.3% ownership stake in TV Food Network and
a portfolio of real estate assets. To manage effectively its growth and address the increased reporting requirements and administrative
demands that will result from future acquisitions, the Company will need, among other things, to continue to develop its financial and
management controls and management information systems. The Company will also need to continue to identify, attract and retain
highly skilled finance and management personnel. Failure to do any of these tasks in an efficient and timely manner could seriously
harm its business.
There are other risks associated with growing our business through acquisitions. For example, with any past or future
acquisition, there is the possibility that:
we may not be able to successfully reduce costs, increase revenue or audience or realize anticipated synergies and
economies of scale with respect to any acquired business;
we may not be able to generate adequate returns on our acquisitions or investments;
we may encounter and fail to address risks or other problems associated with or arising from our reliance on the
representations and warranties and related indemnities, if any, provided to us by the sellers of acquired companies;
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;
we may be unable to retain and grow relationships with the acquired company’s key customers;
we may fail to retain and assimilate employees of the acquired business; and
problems may arise in entering new markets in which we have little or no experience.
28
The occurrence of any of these events could have a material adverse effect on our operating results, particularly during the
period immediately following any acquisition.
FCC actions may restrict our ability to create duopolies under local service agreements or common ownership, which may harm
our existing operations and impair our acquisition strategy.
In a number of our markets, we have created duopolies by entering into what we refer to as local service agreements. While
these agreements take varying forms, a typical local service agreement is an agreement between two separately owned television
stations serving the same market, whereby the owner of one station provides operational assistance to the other station, subject to
ultimate editorial and other controls being exercised by the latter station’s owner. By entering into and operating under local service
agreements with same-market stations, we (and the other station) achieve significant operational efficiencies. We also broaden our
audience reach and enhance our ability to capture more advertising spending in a given market. Additionally, we achieve significant
operational efficiencies by owning multiple stations in a market where FCC rules allow us to do so.
Our local service agreements with independently owned television stations and our ownership of multiple stations in certain
markets comply with current FCC media ownership rules. Those rules, however, are subject to change. For instance, in recent years
FCC rules have prohibited us from entering into new JSAs and may have required us to terminate existing JSAs after a certain date.
Additionally, for many years the FCC’s duopoly rule required at least eight independently owned television stations to remain in a
local market for a party to acquire a second station in that market. These restrictions are no longer in effect, but the FCC’s 2018
quadrennial media ownership review is currently pending, and the agency could reinstitute these or other limitations in that or any
future reviews.
We cannot predict what additional or modified media ownership rules the FCC will adopt or when they will be adopted. In
addition, uncertainty about media ownership regulations and adverse economic conditions have dampened the acquisition market from
time to time, and changes in the regulatory approval process may make materially more expensive, or may materially delay, the
Company’s ability to consummate further acquisitions in the future.
We are subject to foreign ownership limitations which limits foreign investments in us.
The Communications Act limits the extent of non-U.S. ownership of companies that own U.S. broadcast stations. Under this
restriction, the holder of a U.S. broadcast license may have no more than 20% non-U.S. ownership (by vote and by equity). The
Communications Act prohibits more than 25% indirect foreign ownership or control of a licensee through a parent company if the
FCC determines the public interest will be served by enforcement of such restriction. The FCC has interpreted this provision to require
an affirmative public interest showing before indirect foreign ownership of a broadcast licensee may exceed 25%. Therefore, certain
investors may be prevented from investing in us if our foreign ownership is at or near the FCC limits.
The FCC’s multiple ownership rules limit our ability to acquire television stations in particular markets, restricting our ability
to execute our acquisition strategy.
The number of television stations we may acquire in any local market or nationwide is limited by FCC rules and may vary
depending upon whether the interests in other television stations of persons affiliated with us are attributable under FCC rules. The
broadcast television interests of our officers, directors and most stockholders with 5% or greater voting power are attributable under
the FCC’s rules, which may limit us from acquiring or owning television stations in particular markets while those officers, directors
or stockholders are associated with us. In addition, the holder of otherwise non-attributable equity and/or debt in a licensee in excess
of 33% of the total debt and equity of the licensee will be attributable where the holder is either a major program supplier to that
licensee or the holder has an attributable interest in another media facility in the same market that is subject to the FCC’s media
ownership rules.
29
The Company has a material amount of goodwill and intangible assets, and therefore the Company could suffer losses due to
future asset impairment charges.
As of December 31, 2021, $8.7 billion, or 65.4%, of the Company’s combined total assets consisted of goodwill and intangible
assets, including FCC licenses and network affiliation agreements. The Company tests goodwill and FCC licenses annually, and on an
interim date if factors or indicators become apparent that would require an interim test of these assets, in accordance with accounting
and disclosure requirements for goodwill and other intangible assets. The Company tests its finite-lived intangible assets whenever
circumstances or indicators become apparent that the asset may not be recoverable through expected future cash flows. The methods
used to evaluate the impairment of the Company’s goodwill and intangible assets would be affected by a significant reduction, or a
forecast of such reductions, in operating results or cash flows at the Company’s broadcast or digital businesses. Our broadcast
business’s operating results and cash flows could be affected by a significant adverse change in the advertising marketplaces in which
the Company’s television stations operate, the loss of network affiliations or by adverse changes to FCC ownership rules, among other
things, which may be beyond the Company’s control. Our digital business’s operating results and cash flows could be affected by
intense competition, investment in technologies that are subject to a greater degree of obsolescence, significant reliance on third-party
vendors to deliver services, rapid evolving nature and other factors. If the carrying amount of goodwill and intangible assets is revised
downward due to impairment, such non-cash charge could materially affect the Company’s financial position and results of
operations.
There can be no assurances concerning continuing dividend payments and any decrease or suspension of the dividend could
cause our stock price to decline.
Our common stockholders are only entitled to receive the dividends declared by our board of directors. Our board of directors
declared in 2021 a total cash dividend with respect to the outstanding shares of our Class A common stock of $2.80 per share in equal
quarterly installments of $0.70 per share, which the board of directors increased to $0.90 per share for the first quarter of 2022. We
expect to continue to pay quarterly cash dividends at the rate set forth in our current dividend policy. However, future cash dividends,
if any, will be at the discretion of our board of directors and can be changed or discontinued at any time. Dividend determinations
(including the amount of the cash dividend, the record date and date of payment) will depend upon, among other things, our future
operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition, contractual
restrictions and other factors as our board of directors may deem relevant. In addition, the Company’s senior secured credit facilities
and the indentures governing our existing notes limit our ability to pay dividends. Given these considerations, our board of directors
may increase or decrease the amount of the dividend at any time and may also decide to suspend or discontinue the payment of cash
dividends in the future.
We have made investments in digital businesses.
We have invested in content-driven digital businesses as well as digital offerings through our broadcast stations. Due to intense
competition, investment in content that is subject to a greater degree of obsolescence, historical impairment losses on our digital
assets, significant reliance on third-party vendors to deliver services, limited operating history, the rapid evolving nature of digital
businesses and difficulties in integrating acquisitions into our operations, the actual future operating results could be volatile and
negatively impact the year-to-year trends of our operations.
Adverse results from litigation or governmental investigations involving us can impact our business practices and operating
results.
We are party to various litigation and regulatory, environmental and other proceedings with governmental authorities and
administrative agencies. Adverse outcomes in lawsuits or investigations may result in significant monetary damages or injunctive
relief that may adversely affect our operating results or financial condition as well as our ability to conduct our businesses as they are
presently being conducted.
30
The financial performance of our equity method investments could adversely impact our results of operations.
We have significant investments in businesses (primarily our 31.3% interest in TV Food Network) that we account for under the
equity method of accounting. Under the equity method, we report our proportionate share of the net earnings or losses of our equity
affiliates in our Consolidated Statement of Operations and Comprehensive Income under “Income from equity method investments,
net,” which contributes to our income from continuing operations before income taxes. For the year ended December 31, 2021, our
income from equity investments from TV Food Network was $253.4 million, less the amortization of basis difference of $125.2
million (as described in more detail in Note 6 to our Consolidated Financial Statements). During this period, we also received cash
distribution from TV Food Network of $239.5 million. If the earnings or losses of and distributions from our equity investments are
material in any year, those earnings or losses and distributions may have a material effect on our net income, cash flows, financial
condition and liquidity. We do not control the day-to-day operations of our equity method investments or have the ability to cause
them to pay dividends or make other payments or advances to their stockholders, including us, and thus the management of these
businesses could impact our results of operations and cash flows. Additionally, these businesses are subject to laws, regulations,
market conditions and other risks inherent in their operations. Any of these factors could adversely impact our results of operations,
our cash flows and the value of our investment.
We may not be able to adequately protect the intellectual property and other proprietary rights that are material to our business,
or to defend successfully against intellectual property infringement claims by third parties.
Our business relies on a combination of patented and patent-pending technology, trademarks, trade names, copyrights, and other
proprietary rights, as well as contractual arrangements, including licenses, to establish and protect its technology, intellectual property
and brand names. We believe our proprietary technology, trademarks and other intellectual property rights are important to our
continued success and our competitive position. Any impairment of any such intellectual property or brands could adversely impact
the results of our operations or financial condition.
We seek to limit the threat of content piracy; however, policing unauthorized use of our broadcasts, products and services and
related intellectual property is often difficult and the steps taken by us may not in every case prevent infringement by unauthorized
third parties. Developments in technology increase the threat of content piracy by making it easier to duplicate and widely distribute
pirated material. Our use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, unfair
competition, trade secret and other laws to protect our intellectual property rights and proprietary technology may not be adequate.
Litigation may be necessary to enforce our intellectual property rights and protect our proprietary technology, or to defend against
claims by third parties that the conduct of our businesses or our use of intellectual property infringes upon such third party’s
intellectual property rights. Protection of our intellectual property rights is dependent on the scope and duration of our rights as
defined by applicable laws in the U.S. and abroad and the manner in which those laws are construed. If those laws are drafted or
interpreted in ways that limit the extent or duration of our rights, or if existing laws are changed, our ability to generate revenue from
intellectual property may decrease, or the cost of obtaining and maintaining rights may increase. There can be no assurance that our
efforts to enforce our rights and protect our products, services and intellectual property will be successful in preventing content piracy.
Furthermore, any intellectual property litigation or claims brought against us, whether or not meritorious, could result in
substantial costs and diversion of our resources, and there can be no assurances that favorable final outcomes will be obtained in all
cases. The terms of any settlement or judgment may require us to pay substantial amounts to the other party or cease exercising our
rights in such intellectual property. In addition, we may have to seek a license to continue practices found to be in violation of a third
party’s rights, which may not be available on reasonable terms, or at all. Our business, financial condition or results of operations may
be adversely affected as a result.
31
Cybersecurity risks could affect the Company’s operating effectiveness.
The Company uses computers in substantially all aspects of its business operations. Its revenues are increasingly dependent on
digital products. Such use exposes the Company to potential cyber incidents resulting from deliberate attacks or unintentional events.
It is not uncommon for a company such as ours to be subjected to continuous attempted cyber-attacks or other malicious efforts to
cause a cyber incident. These incidents can include, but are not limited to, gaining unauthorized access to digital systems for purposes
of misappropriating assets or sensitive information, corrupting data or causing operational disruption. The changes in our work
environment as a result of the COVID-19 pandemic could also impact the security of our systems, as well as our ability to protect
against attacks and detect and respond to them quickly. The rapid adoption of some third-party services designed to enable the
transition to a remote workforce also may introduce security risk that is not fully mitigated prior to the use of these services. We may
also be subject to increased cyber-attacks, such as phishing attacks by threat actors using the attention placed on the pandemic as a
method for targeting our personnel. And we may face additional cyber-attacks as threat actors use supply chain or third-party attacks
as a method for penetrating our computer systems. The possible consequences of such an attack include but are not limited to loss of
data, damage to the Company’s reputation, interruptions to our operations, and/or the need to pay ransom. The results of these
incidents could include, but are not limited to, business interruption, disclosure of nonpublic information, decreased advertising
revenues, misstated financial data, liability for stolen assets or information, increased cybersecurity protection costs, litigation and
reputational damage adversely affecting customer or investor confidence. The Company’s Cybersecurity Committee helps mitigate
cybersecurity risks. The role of the committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review
cybersecurity training procedures, establish cybersecurity policies and procedures, and to invest in and implement enhancements to the
Company’s cybersecurity infrastructure. Investments over the past year included enhancements to monitoring systems, firewalls, and
intrusion detection systems.
A significant concentration of our revenue is to a select number of customers.
During the years ended December 31, 2021 and 2020, the Company's revenues from two customers exceeded 10%. Each of
these customers represents approximately 12% and 13% for 2021, respectively, and 11% each for 2020, of the Company’s
consolidated net revenues. During the year ended December 31, 2019, no single customer provided more than 10% of the Company’s
consolidated net revenues. A disruption in our relationship with any of these customers could adversely affect our business. We could
experience fluctuations in our customer base or the mix of revenue by customer as markets and strategies evolve. In addition, any
consolidation of our customers could reduce the number of customers to whom our services could be sold. Our inability to meet our
customers’ requirements could adversely impact our revenue. The loss of one or more of our major customers or any significant
reduction in the service requirements of these customers could have a material adverse effect on our business, results of operations, or
financial condition.
32
Risks Related to Our Industry
Our operating results are dependent on advertising revenue and as a result, we may be more vulnerable to economic downturns
and other factors beyond our control than businesses not dependent on advertising.
We derive a majority of our revenue from the sale of advertising time on our stations and community portal websites. Our
ability to sell advertising time depends on numerous factors that may be beyond our control, including:
the health of the economy in the local markets where our stations are located and in the nation as a whole;
the popularity of our station and website programming;
fluctuations in pricing for local and national advertising;
the activities of our competitors, including increased competition from other forms of advertising-based media,
particularly digital media, cable television, newspapers and radio;
the decreased demand for political advertising in non-election years; and
changes in the makeup of the population in the areas where our stations are located.
Because businesses generally reduce their advertising budgets during economic recessions or downturns, our reliance upon
advertising revenue makes our operating results susceptible to prevailing economic conditions. In addition, our programming may not
attract sufficient targeted viewership, and we may not achieve favorable ratings. Our ratings depend partly upon unpredictable and
volatile factors beyond our control, such as viewer preferences, competing programming and the availability of other entertainment
activities. A shift in viewer preferences could cause our programming not to gain popularity or to decline in popularity, which could
cause our advertising revenue to decline. Further, we and the programming providers upon which we rely may not be able to
anticipate, and effectively react to, shifts in viewer tastes and interests in our markets.
Because a high percentage of our operating expense is fixed, a relatively small decrease in revenue could have a significant
negative impact on our financial results.
Our business is characterized generally by high fixed costs, primarily for debt service, broadcast rights and personnel. Other
than commissions paid to our sales staff and outside sales agencies, our expenses do not vary significantly with an increase or decrease
in advertising revenue. As a result, a relatively small change in advertising prices could have a disproportionate effect on our financial
results. Accordingly, a minor shortfall in expected revenue could have a significant negative impact on our financial results.
Preemption of regularly scheduled programming by news coverage may affect our revenue and results of operations.
The Company may experience a loss of advertising revenue and incur additional broadcasting expenses due to preemption of
our regularly scheduled programming by network coverage of a major global news event such as a war or terrorist attack or by
coverage of local disasters, such as tornados and hurricanes. As a result, advertising may not be aired and the revenue for such
advertising may be lost unless the station is able to run the advertising at agreed-upon times in the future. Advertisers may not agree to
run such advertising in future time periods, and space may not be available for such advertising. The duration of any preemption of
programming cannot be predicted if it occurs. In addition, our stations and the stations we provide services to may incur additional
expenses as a result of expanded news coverage of a war or terrorist attack or local disaster. The resulting loss of revenue and
increased expenses could negatively affect our results of operations.
If we are unable to respond to changes in technology and evolving industry trends, our television businesses may not be able to
compete effectively.
New technologies may adversely affect our television stations. Information delivery and programming alternatives such as
online distribution of programming, the internet, cable, direct satellite-to-home services, pay-per-view, video on demand, telephone
company services, mobile devices, digital video recorders and home video and entertainment systems have fractionalized television
viewing audiences and expanded the numbers and types of distribution channels for advertisers to access. Over the past decade, cable
television programming services, other emerging video distribution platforms and the internet have captured an increasing market
share, while the aggregate viewership of the major broadcast television networks has declined. In addition, the expansion of cable and
satellite television, digital delivery and other technological changes has increased, and may continue to increase, the competitive
demand for programming. Such increased demand, together with rising production costs, may increase our programming costs or
impair our ability to acquire or develop desired programming.
33
In addition, video compression techniques now in use are expected to permit greater numbers of channels to be carried within
existing bandwidth. These compression techniques and other technological developments are applicable to all video delivery systems,
including over-the-air broadcasting, and have the potential to provide vastly expanded programming to targeted audiences. Reduction
in the cost of creating additional channel capacity could lower entry barriers for new channels and encourage the development of
increasingly specialized niche programming, resulting in more audience fractionalization. This ability to reach very narrowly defined
audiences may alter the competitive dynamics for advertising expenditures. Furthermore, the FCC has authorized television
broadcasters to transmit using a so-called “Next Gen” (ATSC 3.0) standard on a voluntary, market-driven basis. This new
transmission standard may allow broadcast television stations to provide a multitude of enhanced services to consumers, including but
not limited to the delivery of ultra-high definition video and advanced audio to home and mobile screens, new public safety
capabilities such as advanced emergency alerting, and localized, personalized and interactive content. We are unable to predict the
effect that these and other technological changes will have on the television industry or our results of operations.
The FCC can sanction us for programming broadcast on our stations which it finds to be indecent.
The FCC may impose substantial fines, exceeding $400,000 per violation (and subject to annual adjustments for inflation), on
television broadcasters for the broadcast of indecent material in violation of the Communications Act and its rules. Because the
Company’s programming is in large part comprised of programming provided by the networks with which the stations are affiliated,
the Company does not have full control over what is broadcast on its stations and may be subject to the imposition of fines if the FCC
finds such programming to be indecent.
In June 2012, the U.S. Supreme Court decided a challenge to the FCC’s indecency enforcement without resolving the
constitutionality of such enforcement, and the FCC thereafter requested public comment on the appropriate substance and scope of its
indecency enforcement policy. The FCC has issued very few further decisions or rules in this area, and the courts may in the future
have further occasion to review the FCC’s current policy or any modifications thereto. The outcomes of these proceedings could affect
future FCC policies in this area and could have a material adverse effect on our business.
Intense competition in the television industry and alternative forms of media could limit our growth and profitability.
As a television broadcasting company, we face a significant level of competition, both directly and indirectly. We generally
compete for our audience against all the other leisure activities in which one could choose to engage rather than watch television.
Specifically, stations we own or provide services to compete for audience share, programming and advertising revenue with other
television stations in their respective markets and with other advertising media, including newspapers, radio stations, cable television,
DBS systems, mobile services, video streaming services and the internet.
The entertainment and television industries are highly competitive and are undergoing a period of consolidation. Many of our
current and potential competitors have greater financial, marketing, programming and broadcasting resources than we do. The markets
in which we operate are also in a constant state of change arising from, among other things, technological improvements and
economic and regulatory developments. Technological innovation and the resulting proliferation of television entertainment, such as
cable television, wireless cable, satellite-to-home distribution services, pay-per-view, home video and entertainment systems and
internet and mobile distribution of video programming have fractionalized television viewing audiences and have subjected free over-
the-air television broadcast stations to increased competition. We may not be able to compete effectively or adjust our business plans
to meet changing market conditions.
Technologies used in the entertainment industry continue to evolve rapidly, leading to alternative methods for the delivery and
storage of digital content. These technological advancements have driven changes in consumer behavior and have empowered
consumers to seek more control over when, where and how they consume news and entertainment, including through the so-called
“cutting the cord” and other consumption strategies. The networks have also begun streaming some of their programming on the
internet and other distribution platforms simultaneously with, or in close proximity to, network programming broadcast on local
television stations, including those we own or provide services to. These innovations and other practices by the networks dilute the
exclusivity and value of network programming originally broadcast by the local stations and may adversely affect the business,
financial condition and results of operations of our stations. We are unable to predict what forms of competition will develop in the
future, the extent of the competition or its possible effects on our business.
34
The FCC could implement regulations or the U.S. Congress could adopt legislation that might have a significant impact on the
operations of the stations we own and the stations we provide services to or the television broadcasting industry as a whole.
The FCC has open proceedings to determine whether to standardize TV stations’ reporting of programming responsive to local
needs and interests; whether to modify its network non-duplication and syndicated exclusivity rules; whether to modify its standards
for “good faith” retransmission consent negotiations; and whether to broaden the definition of “MVPD” to include online video
programming distributors. Additionally, the FCC has initiated its 2018 quadrennial proceeding to review the agency’s media
ownership rules and has opened a proceeding to review the national television broadcast ownership limit.
The FCC also may decide to initiate other new rule-making proceedings on its own or in response to requests from outside
parties, any of which might impact our business or operations. The U.S. Congress may also act to amend the Communications Act in a
manner that could impact our stations and the stations we provide services to or the television broadcast industry in general.
The FCC has reallocated a portion of the spectrum available for use by television broadcasters to wireless broadband use,
which could substantially impact our future operations and may reduce viewer access to our programming.
The FCC has repurposed a portion of the broadcast television spectrum for wireless broadband use. Pursuant to federal
legislation enacted in 2012, the FCC conducted an incentive auction in 2016-17 for the purpose of making additional spectrum
available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids
from the FCC to voluntarily relinquish their spectrum in exchange for consideration, and certain wireless broadband providers and
other entities submitted successful bids to acquire the relinquished television spectrum. Television stations that did not relinquish their
spectrum were “repacked” into the frequency band still remaining for television broadcast use.
The Company has received payment for eleven television stations that accepted bids and have either moved to different channels
or (in one case) discontinued operation. Seventy-four (74) full power stations owned by Nexstar and 17 full power stations owned by
VIEs were assigned to new channels in the reduced post-auction television band. These stations have commenced operation on their
new assigned channels and have ceased operating on their former channels. The Company is in the final stages of requesting and
receiving reimbursements for the costs of repacking these stations, as the FCC is now closing out its process for such reimbursements.
The reallocation of television spectrum to broadband use may be to the detriment of our investment in digital facilities, could
require substantial additional investment to continue our current operations, and may require viewers to invest in additional equipment
or subscription services to continue receiving broadcast television signals. We cannot yet fully predict the impact of the incentive
auction and subsequent repack on our business.
35
Risks Related to Tribune’s Emergence from Bankruptcy
We may not be able to settle, on a favorable basis or at all, unresolved claims filed in connection with Tribune’s Chapter 11
proceedings and resolve the appeals seeking to overturn the order confirming Tribune’s bankruptcy plan (as defined below).
On December 31, 2012, certain entities (including Tribune and certain of its direct and indirect subsidiaries) that had filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the
“Bankruptcy Court”) on December 8, 2008 (or on October 12, 2009, in the case of Tribune CNLBC, LLC) (the “Debtors”) emerged
from Chapter 11. Certain of the Debtors’ Chapter 11 cases have not yet been closed by the Bankruptcy Court, and certain claims
asserted against the Debtors in the Chapter 11 cases remain unresolved. As a result, we expect to continue to incur certain expenses
pertaining to the Chapter 11 proceedings in future periods, which may be material.
On April 12, 2012, the Debtors, the official committee of unsecured creditors, and creditors under certain prepetition debt
facilities filed a Chapter 11 plan of reorganization (the “Plan”) with the Bankruptcy Court. On July 23, 2012, the Bankruptcy Court
issued an order confirming the Plan (the “Confirmation Order”).
Several notices of appeal of the Confirmation Order were filed. The appellants sought, among other relief, to overturn the
Confirmation Order and certain prior orders of the Bankruptcy Court, in whole or in part, including the settlement of certain causes of
action relating to the Leveraged ESOP Transactions consummated by Tribune and Tribune’s employee stock ownership plan, EGI-
TRB, L.L.C., a Delaware limited liability company wholly-owned by Sam Investment Trust (a trust established for the benefit of
Samuel Zell and his family) (the “Zell Entity”) and Samuel Zell in 2007, that was embodied in the Plan. See Note 16 to our
Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information.
More specifically, notices of appeal were filed on August 2, 2012 by Wilmington Trust Company (“WTC”), as successor
indenture trustee for the Predecessor’s Exchangeable Subordinated Debentures due 2029 (“PHONES”), and on August 3, 2012 by the
Zell Entity, Aurelius Capital Management LP, Law Debenture Trust Company of New York (n/k/a Delaware Trust Company)
(“Delaware Trust Company”), successor trustee under the indenture for the Predecessor’s prepetition 6.61% debentures due 2027 and
the 7.25% debentures due 2096, and Deutsche Bank Trust Company Americas, successor trustee under the indentures for the
Predecessor’s prepetition medium-term notes due 2008, 4.875% notes due 2010, 5.25% notes due 2015, 7.25% debentures due 2013
and 7.5% debentures due 2023. WTC and the Zell Entity also sought to overturn determinations made by the Bankruptcy Court
concerning the priority in right of payment of the PHONES and the subordinated promissory notes held by the Zell Entity and its
permitted assignees, respectively. In 2021, the Debtors settled and resolved a disputed unsecured claim asserted by Wilmington Trust
Company (WTC), in its capacity as indenture trustee for the “PHONES Notes,” in an amount in excess of $30.0 million. Pursuant to
that settlement, the Debtors withdrew $1.0 million from the reserve to pay WTC’s resolved claim.
As of December 31, 2021, each of the Confirmation Order appeals have been dismissed or otherwise resolved by a final order,
with the exception of the appeals of Delaware Trust Company and Deutsche Bank. On July 30, 2018, the United States District Court
for the District of Delaware (the “District Court”) entered an order affirming (i) the Bankruptcy Court’s judgment overruling Delaware
Trust Company’s and Deutsche Bank’s objections to confirmation of the Plan and (ii) the Bankruptcy Court’s order confirming the
Plan. Delaware Trust Company and Deutsche Bank appealed the District Court’s order to the United States Court of Appeals for the
Third Circuit (the “Third Circuit”) on August 27, 2018. That appeal remains pending before the Third Circuit. If the remaining
appellants succeed on their appeals, our financial condition may be adversely affected.
36
Risks Related to Tribune Publishing’s Spin-Off
If the Tribune Publishing Company (“Tribune Publishing”) spin-off does not qualify as a tax-free distribution under Section
355 of the Code, including as a result of subsequent acquisitions of stock of Tribune or Tribune Publishing, then Tribune may
be required to pay substantial U.S. federal income taxes.
On August 4, 2014, Tribune completed a separation transaction, resulting in the spin-off of the assets (other than owned real
estate and certain other assets) and certain liabilities of the businesses primarily related to Tribune’s then principal publishing
operations through a tax-free, pro rata dividend to its stockholders and warrant holders of 98.5% of the shares of common stock of
Tribune Publishing. At that time, Tribune retained 1.5% of the outstanding common stock of Tribune Publishing. The publishing
operations consisted of newspaper publishing and local news and information gathering functions that operated daily newspapers and
related websites, as well as a number of ancillary businesses that leveraged certain of the assets of those businesses. As a result of the
completion of the spin-off, Tribune Publishing operates the Publishing Business as an independent, publicly-traded company. On
January 31, 2017, Tribune sold its remaining Tribune Publishing shares.
In connection with the Tribune Publishing spin-off, Tribune received a private letter ruling (the “IRS Ruling”) from the IRS to
the effect that the distribution and certain related transactions qualified as tax-free to Tribune, its then stockholders and warrant
holders and Tribune Publishing for U.S. federal income tax purposes. Although a private letter ruling from the IRS generally is
binding on the IRS, the IRS Ruling did not rule that the distribution satisfies every requirement for a tax-free distribution, and the
parties have relied on the opinion of special tax counsel, Debevoise & Plimpton LLP, to the effect that the distribution and certain
related transactions qualified as tax-free to Tribune and its then stockholders and warrant holders. The opinion of the special tax
counsel relied on the IRS Ruling as to matters covered by it.
The IRS Ruling and the opinion of the special tax counsel were based on, among other things, certain representations and
assumptions as to factual matters made by Tribune and certain of its then stockholders. The failure of any factual representation or
assumption to be true, correct and complete in all material respects could adversely affect the validity of the IRS Ruling or the opinion
of the special tax counsel. An opinion of counsel represents counsel’s best legal judgment, is not binding on the IRS or the courts, and
the IRS or the courts may not agree with the opinion. In addition, the IRS Ruling and the opinion of the special tax counsel were based
on the current law then in effect, and cannot be relied upon if current law changes with retroactive effect.
If the Tribune Publishing spin-off is ultimately determined not to be tax free, we could be liable for the U.S. federal and state
income taxes imposed as a result of the transaction. Furthermore, events subsequent to the distribution could cause us to recognize a
taxable gain in connection therewith. Although Tribune Publishing is required to indemnify us against taxes on the distribution that
arise after the distribution as a result of actions or failures to act by Tribune Publishing or any member thereof, Tribune Publishing’s
failure to meet such obligations and our administrative and legal costs in enforcing such obligations may have a material adverse
effect on our financial condition.
Federal and state fraudulent transfer laws and Delaware corporate law may permit a court to void the Tribune Publishing spin-
off, which would adversely affect our financial condition and our results of operations.
In connection with the Tribune Publishing spin-off, Tribune undertook several corporate reorganization transactions which,
along with the contribution of the Tribune Publishing business, the distribution of Tribune Publishing shares and the cash dividend
that was paid to Tribune, may be subject to challenge under federal and state fraudulent conveyance and transfer laws as well as under
Delaware corporate law, even though the Tribune Publishing spin-off has been completed. Under applicable laws, any transaction,
contribution or distribution contemplated as part of the Tribune Publishing spin-off could be voided as a fraudulent transfer or
conveyance if, among other things, the transferor received less than reasonably equivalent value or fair consideration in return for, and
was insolvent or rendered insolvent by reason of, the transfer.
We cannot be certain as to the standards a court would use to determine whether or not any entity involved in the Tribune
Publishing spin-off was insolvent at the relevant time. In general, however, a court would look at various facts and circumstances
related to the entity in question, including evaluation of whether or not:
the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair market value of all of its
assets;
the present fair market value of its assets was less than the amount that would be required to pay its probable liability on
its existing debts, including contingent liabilities, as they become absolute and mature; or
it could pay its debts as they become due.
37
If a court were to find that any transaction, contribution or distribution involved in the Tribune Publishing spin-off was a
fraudulent transfer or conveyance, the court could void the transaction, contribution or distribution. In addition, the distribution could
also be voided if a court were to find that it is not a legal distribution or dividend under Delaware corporate law. The resulting
complications, costs and expenses of either finding would materially adversely affect our financial condition and results of operations.
We may be exposed to additional liabilities as a result of the Tribune Publishing spin-off.
The separation and distribution agreement Tribune entered into in connection with the Tribune Publishing spin-off sets forth the
distribution of assets, liabilities, rights and obligations of Tribune and Tribune Publishing following the spin-off, and includes
indemnification obligations for such liabilities and obligations. In addition, pursuant to the tax matters agreement, certain income tax
liabilities and related responsibilities are allocated between, and indemnification obligations have been assumed by, each of Tribune
and Tribune Publishing. In connection with the Tribune Publishing spin-off, Tribune also entered into an employee matters agreement,
pursuant to which certain obligations with respect to employee benefit plans were allocated to Tribune Publishing. Each company will
rely on the other company to satisfy its performance and payment obligations under these agreements. Certain of the liabilities to be
assumed or indemnified by Tribune or Tribune Publishing under these agreements are legal or contractual liabilities of the other
company. However, it could be later determined that Tribune must retain certain of the liabilities allocated to Tribune Publishing
pursuant to these agreements, including with respect to certain multiemployer benefit plans, which amounts could be material.
Furthermore, if Tribune Publishing were to breach or be unable to satisfy its material obligations under these agreements, including a
failure to satisfy its indemnification obligations, Tribune could suffer operational difficulties or significant losses.
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Item 1B. Unresolved Staff Comments
None.
Item 2.
Properties
We have office space for our corporate headquarters in Irving, TX, which is leased through 2024. Each of our markets has
facilities consisting of offices, studios, sales offices and tower and transmitter sites. We own approximately 56% of our office and
studio locations and approximately 57% of our tower and transmitter locations. The remaining properties that we utilize in our
operations are leased. We consider all of our properties, together with equipment contained therein, to be adequate for our present
needs. We continually evaluate our future needs and from time to time will undertake significant projects to replace or upgrade
facilities.
While none of our owned or leased properties is individually material to our operations, if we were required to relocate any
towers, the cost could be significant. This is because the number of sites in any geographic area that permit a tower of reasonable
height to provide good coverage of the market is limited, and zoning and other land use restrictions, as well as Federal Aviation
Administration and FCC regulations, limit the number of alternative locations or increase the cost of acquiring them for tower sites.
See Item 1, “Business—The Stations” for a complete list of stations by market.
Item 3.
Legal Proceedings
The information set forth under Note 16 to our Consolidated Financial Statements included in Part IV, Item 15(a) of this Annual
Report on Form 10-K is incorporated herein by reference. For additional discussion of certain risks associated with legal proceedings,
see “Risk Factors” above.”
Item 4.
Mine Safety Disclosures
None.
39
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Prices; Record Holders and Dividends
Our Class A common stock trades on The NASDAQ Global Select Market (“NASDAQ”) under the symbol “NXST.”
As of February 25, 2022, there were approximately 83,000 shareholders of record of our Class A common stock, including
shares held in nominee names by brokers and other institutions.
Pursuant to our current dividend policy, our board of directors declared in 2021, 2020 and 2019 total annual cash dividends of
$2.80 per share, $2.24 per share and $1.80 per share, respectively, with respect to outstanding shares of our Class A common stock.
The dividends were paid in equal quarterly installments.
On January 27, 2022, our board of directors approved a 29% increase in the quarterly cash dividend to $0.90 per share of
outstanding Class A common stock beginning with the first quarter of 2022. Dividend determinations will depend upon, among other
things, our future operations and earnings, targeted future acquisitions, capital requirements and surplus, general financial condition,
contractual restrictions and other factors as our board of directors may deem relevant. Additionally, the Company’s senior secured
credit facilities and the indentures governing Nexstar’s existing notes limit our ability to pay dividends. Given these considerations,
our board of directors may increase or decrease the amount of dividends at any time and may also decide to suspend or discontinue the
payment of cash dividends in the future.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following is a summary of Nexstar’s repurchases of its Class A common stock by month during the fourth quarter of 2021:
October 1 - 29, 2021
November 8 - 30, 2021
December 1 - 29, 2021
Total Number
of Shares Purchased
Average Price
Paid per Share
332,004
253,658
274,444
860,106
$
$
$
$
151.72
164.86
150.72
155.28
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar Value
of Shares That May Yet Be
Purchased Under the
Plans or Programs
$
332,004
253,658
274,444
860,106
721,392,227
679,573,873
638,210,280
On January 27, 2021, our Board of Directors approved a new share repurchase program authorizing the Company to repurchase
up to an additional $1.0 billion of its Class A common stock, increasing the Company’s share repurchase authorization to a total
capacity of $1.175 billion when combined with the remaining available amount under its prior authorization and before reduction for
any repurchases in 2021. During the year ended December 31, 2021, Nexstar repurchased a total of 3.6 million shares of its Class A
common stock for $536.7 million, funded by cash on hand. As of December 31, 2021, the remaining available amount under the share
repurchase authorization was $638.2 million.
Securities Authorized for Issuance Under Equity Compensation Plans as of December 31, 2021
Plan Category
Equity compensation plans approved by security holders(1)
Equity compensation plans not approved by security holders
Number of securities
to be issued upon
exercise of outstanding
options and vesting of
restricted stock units
(a)
Weighted average
exercise price of
outstanding
options
(b)
Number of securities
remaining available
for future issuance
excluding securities
reflected in column (a)
(c)
2,245,025
-
2,245,025
$
$
23.40
-
23.40
2,450,275
-
2,450,275
(1)
The 2,245,025 number of securities to be issued consist of 1,025,343 outstanding stock options, with a weighted average exercise price of $23.40 and
1,219,682 time-based and performance-based restricted stock units.
40
For a more detailed description of our equity plans and grants, we refer you to Note 13 to the Consolidated Financial Statements
included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
Comparative Stock Performance Graph
The following graph compares the total return of our Class A common stock based on closing prices for the period from
December 31, 2016 through December 31, 2021 with the total return of the NASDAQ Composite Index and our peer index of
comparable television companies. Our new peer group index consists of the following publicly traded companies: Gray Television,
Inc., Tegna, Inc., Sinclair, The E.W. Scripps Company, Fox Corporation and Paramount Global (the "New Peer Group"). Our old peer
index consists of the following publicly traded companies: Gray Television, Inc., Tegna, Inc. and Sinclair (the "Old Peer Group"). We
believe the New Peer Group provides a more meaningful comparison to our common stock’s performance.
The graph assumes the investment of $100 in our Class A common stock and in both of the indices on December 31, 2016, with
the reinvestment of dividends into shares of our Class A common stock or the indices, as applicable. The performance shown is not
necessarily indicative of future performance.
Comparison of 5 Year Cumulative Total Return
Assumes Initial Investment of $100
December 2021
350.00
300.00
250.00
200.00
150.00
100.00
50.00
0.00
2016
2017
2018
2019
2020
2021
Nexstar Broadcasting Group, Inc.
NASDAQ Composite-Total Returns
New Peer Group
Old Peer Group
Nexstar Media Group, Inc. (NXST)
NASDAQ Composite Index
New Peer Group
Old Peer Group
12/31/2016
100.0
$
100.0
$
100.0
$
100.0
$
12/31/2017
125.88
$
129.64
$
97.77
$
113.31
$
12/31/2018
129.20
$
125.96
$
75.00
$
87.37
$
12/31/2019
196.22
$
172.18
$
82.18
$
124.91
$
12/31/2020
187.34
$
249.51
$
72.01
$
112.00
$
12/31/2021
264.04
$
304.85
$
73.23
$
127.52
$
Item 6.
Reserved
41
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related
Notes included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
As a result of our deemed controlling financial interests in the consolidated VIEs in accordance with U.S. GAAP, we
consolidate the financial position, results of operations and cash flows of these VIEs as if they were wholly-owned entities. We believe
this presentation is meaningful for understanding our financial performance. Refer to Note 2 to our Consolidated Financial
Statements for a discussion of our determinations of VIE consolidation under the related authoritative guidance. The following
discussion of our financial position and results of operations includes the consolidated VIEs’ financial position and results of
operations.
Executive Summary
2021 Highlights
Net revenue during 2021 increased by $147.1 million, or 3.3%, compared to the same period in 2020. The increase was
primarily due to (i) an increase in revenue from core advertising of our legacy stations of $141.0 million, primarily due to
recovery from the effects of the COVID-19 pandemic and growth in new business, (ii) incremental revenue from the
stations and digital businesses we acquired in 2021 and 2020 of $243.3 million, (iii) an increase in distribution revenue of
our legacy stations of $222.0 million, and (iv) a net increase in digital revenue of our legacy stations and other digital
businesses of $34.6 million. These increases were partially offset by a decrease in revenue from political advertising of
our legacy stations of $462.3 million, as 2021 was not a nationwide election year, and a decrease in net revenue from
station divestitures of $35.1 million.
During the year ended December 31, 2021, we received a total of $239.5 million in cash distributions from our 31.3%
equity investment in TV Food Network.
During 2021, our Board of Directors declared and paid quarterly dividends of $0.70 per share of our outstanding common
stock, or total dividend payments of $118.2 million.
During 2021, we repurchased a total of 3,575,568 shares of our Class A common stock for $536.7 million, funded by cash
on hand.
During 2021, we deployed NEXTGEN TV (or ATSC 3.0), a new technology standard enabling us to provide high speed
data transmission services and improve the speed, capacity and quality of our existing television transmissions, in 17
markets expanding our reach to approximately 29% of all U.S. households.
In 2021, in addition to its prime time national newscast (NewsNationPrime), NewsNation successfully launched
additional programs, including Morning in America, Rush Hour, The Donlon Report, On Balance, Dan Abrams Live and
Banfield. NewsNation currently airs 13 hours of original news programming per day reaching over 75 million U.S.
television households.
On April 16, 2021, Nexstar Inc. (formerly Nexstar Broadcasting, Inc.), a wholly-owned subsidiary of Nexstar, filed a
Certificate of Amendment with the Secretary of State of Delaware to change its name to Nexstar Media Inc.
2021 Acquisition of The Hill
On August 20, 2021, pursuant to a merger agreement, we acquired 100% of the outstanding equity of NCI for a total cash
consideration of approximately $137.7 million, including working capital adjustments, funded by cash on hand. NCI is the
owner of “The Hill,” an independent, political digital media platform. This acquisition marks a continuation of Nexstar’s
content-first strategy, focused primarily on news, designed to further leverage and monetize its expansive digital reach.
42
2021 Transactions with VIEs
During 2021, Nexstar acquired certain television stations owned by Mission and White Knight. Mission also acquired
WNAC-TV, the Fox affiliate in the Providence, Rhode Island market, from Super Towers and the license assets of
television station KGBT-TV serving the Harlingen-Weslaco-Brownsville-McAllen, Texas market from Sinclair, which
Mission subsequently sold to Nexstar in 2021.
Effective June 30, 2021, as a result of a Supreme Court ruling, the FCC television JSA attribution rule was eliminated. On
July 1, 2021, Mission entered into JSAs with Nexstar for Mission-owned stations KMSS, KPEJ, KLJB, KASY, KWBQ
and KRWB. On July 1, 2021, Mission also granted Nexstar options to purchase stations KMSS, KPEJ and KLJB from
Mission, subject to FCC consent.
2021 Debt Transactions
On June 3, 2021, Mission amended its senior secured credit facility. The amendment provides for a $300.0 million Term
Loan B borrowing, issued at 99.50%, maturing on June 3, 2028 (“Term Loan B, due June 3, 2028”). The net proceeds
from the Term Loan B, due June 2028 were used to pay down $268.0 million of Mission’s then outstanding loans under
its revolving credit facility, pay fees to Nexstar under the shared services agreements between Nexstar and Mission and
for Mission’s general corporate purposes. Concurrently with the closing of the Term Loan B, due June 3, 2028, Mission
reallocated $255.0 million of its unused revolving credit facility to Nexstar.
During 2021, we prepaid a total of $280.0 million in principal balance under our Term Loan B due 2024, funded by cash
on hand.
During 2021, we repaid scheduled principal maturities of $21.4 million under our Term Loan A due 2024.
In August 2021, we and Mission borrowed $20.0 million and $2.5 million, respectively, under our and Mission’s
respective revolving credit facilities. In September 2021, we repaid in full our $20.0 million outstanding debt under our
revolving credit facility, funded by cash on hand.
Update on COVID-19 Pandemic
The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to
repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of
which are beyond the Company’s control. For instance, uncertainties surrounding the business outlook caused by the COVID-19
pandemic. In March 2020, the World Health Organization declared COVID-19 a pandemic and the United States government declared
a national emergency. The ongoing effect of the COVID-19 pandemic had an adverse impact on the Company’s financial results
mostly in the first part of the second quarter in 2020. Since then, the Company’s business operations, financial results and cash flows
have significantly improved. In 2021, the mass distribution of COVID-19 vaccines, the U.S. government’s stimulus programs, the
reopening of states for business and consumer spending by an increasingly vaccinated public drove the continued U.S. economic
recovery.
In 2021, the Company continued to be profitable and continued to generate positive cash flows from its operations. Its financial
results in 2021 were also higher than the comparable prior year and its market capitalization continued to increase and exceed the
carrying amount of its equity by a substantial amount. These favorable financial results are reflective of the economic recovery as well
as the incremental operating results from the Company’s acquisitions in 2020 and 2021. Overall, the ongoing COVID-19 pandemic
did not have a material impact on the Company’s liquidity. As of December 31, 2021, the Company was in compliance with the
financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it
has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit
facilities to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12
months as of the filing date of this Annual Report on Form 10-K.
The extent to which the COVID-19 pandemic impacts the Company’s business, its results of operations and its financial
condition will depend on future developments, which remain highly uncertain and cannot be reasonably predicted, including future
surges and the severity of any resurgence of the virus, the length of time that the pandemic continues, current challenges to increase
vaccination rates in the U.S. and continued disruptions to supply chains.
43
The ARPA
On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA”) was signed into law. The ARPA includes changes to the
employer funding requirements for single-employer pension plans and is designed to reduce the amounts of required contributions as a
relief. The ARPA also includes multi-employer pension plan funding relief but had no significant impact on Nexstar. The two key
aspects of the ARPA funding relief for single-employer plans are extended amortization of funding shortfalls and extended funding
interest rate stabilization. The interest rate relief under ARPA eliminated the plans’ funding shortfalls for the 2020 and 2021 plan
years and eliminated cash funding requirements for fiscal 2021. Under this relief, Nexstar currently expects no required contribution to
its qualified pension benefit plans in 2022.
Overview of Operations
As of December 31, 2021, we owned, operated, programmed or provided sales and other services to 199 full power television
stations and one AM radio station, including those owned by VIEs, in 116 markets in 39 states and the District of Columbia. The
stations are affiliates of ABC, NBC, FOX, CBS, The CW, MNTV and other broadcast television networks. Through various local
service agreements, we provided sales, programming and other services to 36 full power television stations owned by independent
third parties, of which 35 full power television stations are VIEs that are consolidated into our financial statements. See Note 2 to our
Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K for a discussion of the local service
agreements we have with these independent third parties. We also own NewsNation (formerly WGN America), a live daily national
news and general entertainment cable network, two digital multicast networks and other multicast network services, various digital
products, services and content, a 31.3% ownership stake in TV Food Network, and a portfolio of real estate assets.
On April 16, 2021, Nexstar Inc. (formerly Nexstar Broadcasting, Inc.), a wholly-owned subsidiary of Nexstar, filed a Certificate
of Amendment with the Secretary of State of Delaware to change its name to Nexstar Media Inc.
The operating revenue of our stations and cable and multicast networks is derived substantially from broadcast and digital
advertising revenue, which is affected by a number of factors, including the economic conditions of the markets in which we operate,
the demographic makeup of those markets and the marketing strategy we employ in each market. Most advertising contracts are short-
term and generally run for a few weeks. In 2021, we generated 37.9% of our net revenue from core advertising (local and national
advertising revenue). Local advertising time is sold by each stations’ local sales staff via advertising agencies and directly to local
businesses. All national and political revenue is derived from advertisements placed through advertising agencies. While the majority
of local spot revenue is placed by local agencies, some advertisers place their schedules directly with the local sales force, thereby
eliminating the agency commission. Our stations and cable network have various agreements with national representative firms which
provides sales representation for national or large regional accounts that advertise in several markets simultaneously. National
representative commission rates vary within the industry and are governed by each agreement.
Another source of revenue for the Company that has grown significantly in recent years is its distribution revenue which relates
to retransmission of Company stations’ signals and the carriage of NewsNation by cable, satellite and other MVPDs and OVDs. For
the year ended December 31, 2021, the Company’s distribution revenue represented 53.2% of total net revenue. MVPDs generally pay
for retransmission rights on a rate per subscriber basis. The growth of this revenue stream was primarily due to increases in the
subscriber rates paid by MVPDs resulting from contract renewals (retransmission consent and carriage agreements generally have a
three-year term), scheduled annual escalation of rates per subscriber, and the establishment of distribution agreements with OVDs.
Additionally, the rates per subscriber of acquired television stations are converted into our terms which are typically higher than those
of other companies because we have been negotiating such agreements for a longer period of time and are, therefore, approximately
one full negotiating cycle ahead of our competitors. Nexstar anticipates that retransmission fees will continue to increase until there is
a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.
Most of our stations have a network affiliation agreement pursuant to which the network provides programming to the station
during specified time periods, including prime time, in exchange for affiliation fees paid to the networks, in most cases, and the right
to sell a substantial majority of the advertising time during these broadcasts. Network affiliation fees have been increasing industry
wide and we expect that they will continue to increase over the next several years.
Each station acquires licenses to broadcast programming in non-news and non-network time periods. The licenses are either
purchased from a program distributor for cash and/or the program distributor is allowed to sell some of the advertising inventory as
compensation to eliminate or reduce the cash cost for the license. The latter practice is referred to as barter broadcast rights.
Our primary operating expenses include employee salaries, commissions and benefits, newsgathering and programming costs. A
large percentage of the costs involved in the operation of our stations and the stations we provide services to remains relatively fixed.
44
We guarantee full payment of all obligations incurred under Mission’s senior secured credit facility in the event of its default.
Mission is a guarantor of our senior secured credit facility, our 5.625% Notes due 2027 and our 4.75% Notes due 2028. In
consideration of our guarantee of Mission’s senior secured credit facility, Mission has granted us purchase options to acquire the
assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements (which expire on various
dates between 2022 and 2031) are freely exercisable or assignable by us without consent or approval by Mission or its shareholders.
We expect these option agreements to be renewed upon expiration.
We do not own the consolidated VIEs or their television stations. However, we are deemed under U.S. GAAP to have
controlling financial interests for financial reporting purposes in these entities because of (1) the local service agreements we have
with their stations, (2) our guarantee of the obligations incurred under Mission’s senior secured credit facility, (3) our power over
significant activities affecting the VIEs’ economic performance, including budgeting for advertising revenue, advertising sales and, in
some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated VIE which permit us to
acquire the assets and assume the liabilities of each of these VIEs’ stations, subject to FCC consent. In compliance with FCC
regulations for all the parties, each of the consolidated VIEs maintains complete responsibility for and control over programming,
finances and personnel for its stations.
Refer to Note 2 to our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K for
additional information with respect to consolidated VIEs.
Regulatory Developments
As a television broadcaster, the Company is highly regulated, and its operations require that it retain or renew a variety of
government approvals and comply with changing federal regulations. On April 1, 2021, the U.S. Supreme Court issued a decision that
reversed a lower court of appeals ruling and upheld the FCC’s elimination of certain of its media ownership rules in the agency’s
2010/2014 quadrennial review of those rules. Among the regulations eliminated in 2021 as a result of the Supreme Court ruling were a
rule providing that a television station licensee which sells more than 15 percent of the weekly advertising inventory of another
television station in the same DMA under a JSA is deemed to have an attributable ownership interest in that station, and a requirement
that at least eight independently owned television stations remain in a local television market for a party to acquire a second station in
that market. While these restrictions are no longer in effect, the FCC’s 2018 quadrennial media ownership review is currently pending,
and the agency could reinstitute these or other limitations in the 2018 review or any future reviews.
The FCC has repurposed a portion of the broadcast television spectrum for wireless broadband use. In an incentive auction
which concluded in April 2017, certain television broadcasters accepted bids from the FCC to voluntarily relinquish their spectrum in
exchange for consideration. Television stations that did not relinquish their spectrum were “repacked” into the frequency band still
remaining for television broadcast use.
The Company has received payment for eleven television stations that accepted bids and have either moved to different channels
or (in one case) discontinued operation. Seventy-four (74) full power stations owned by Nexstar and 17 full power stations owned by
VIEs were assigned to new channels in the reduced post-auction television band. These stations have commenced operation on their
new assigned channels and have ceased operating on their former channels. The Company is in the final stages of requesting and
receiving reimbursements for the costs of repacking these stations, as the FCC is now closing out its process for such reimbursements.
Seasonality
Advertising revenue is positively affected by national and regional political election campaigns and certain events such as the
Olympic Games or the Super Bowl. Advertising revenue is generally highest in the second and fourth quarters of each year, due in
part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday
season. In addition, advertising revenue is generally higher during even-numbered years, when state, congressional and presidential
elections occur and from advertising aired during the Olympic Games. 2021 was not a nationwide election year, and the 2020 Summer
Olympics were rescheduled and held in July 2021.
45
Historical Performance
Revenue
The following table sets forth the amounts of the Company’s principal types of revenue (dollars in thousands) and each type of
revenue as a percentage of total net revenue for the years ended December 31:
2021
2020
2019
Amount
%
Amount
%
Amount
%
Core advertising (local and national)
Political advertising
Distribution
Digital
Other
Trade
Total net revenue
$
$
1,761,738
45,199
2,472,894
322,558
33,246
12,736
4,648,371
37.9
1.0
53.2
6.9
0.7
0.3
100.0
$
$
1,571,072
507,564
2,152,622
223,368
34,468
12,175
4,501,269
34.9
11.3
47.8
4.9
0.8
0.3
100.0
$
$
1,335,126
51,889
1,368,881
241,519
24,524
17,385
3,039,324
43.9
1.7
45.0
8.0
0.8
0.6
100.0
Results of Operations
The following table sets forth a summary of the Company’s operations for the years ended December 31 (dollars in thousands),
and each component of operating expense as a percentage of net revenue:
Net revenue
Operating expenses (income):
Corporate expenses
Direct operating expenses, net of trade
Selling, general and administrative expenses,
excluding corporate
Depreciation of property and equipment
Amortization of intangible assets
Amortization of broadcast rights
Trade and barter expense
Reimbursement from the FCC related to station
repack
Change in the fair value of contingent
consideration attributable to a past merger
Gain on relinquishment of spectrum
Goodwill and intangible assets impairment
Assets held for sale impairment
Gain on disposal of stations and business units,
net
Total operating expenses
Income from operations
2021
2020
2019
Amount
$ 4,648,371
%
100.0
Amount
$ 4,501,269
%
100.0
Amount
$ 3,039,324
%
100.0
175,829
1,849,502
848,418
166,565
300,912
121,068
12,897
(19,735)
(2,769)
-
23,046
(2,755)
3,472,978
$ 1,175,393
3.8
39.8
18.3
3.6
6.5
2.5
0.3
(0.4)
(0.1)
-
-
0.5
(0.1)
182,960
1,708,124
729,097
147,688
279,710
137,490
12,396
(57,261)
3,933
(10,791)
-
-
(7,473)
3,125,873
$ 1,375,396
4.1
37.9
16.2
3.3
6.2
3.0
0.3
(1.3)
0.1
(0.2)
-
-
(0.2)
189,548
1,331,248
540,433
123,375
200,317
85,018
17,384
6.2
43.8
17.8
4.1
6.6
2.7
0.6
(70,356)
(2.3)
-
-
63,317
-
(96,091)
2,384,193
655,131
$
-
-
2.1
-
(3.2)
46
Year Ended December 31, 2021 Compared to Year Ended December 31, 2020
The period-to-period comparability of our consolidated operating results is affected by acquisitions. For each quarter we present,
our legacy stations include those stations that we owned or provided services to for the complete quarter in the current and prior years.
For our annual and year to date presentations, we combine the legacy stations’ amounts presented in each quarter.
Revenue
Core advertising revenue was $1.762 billion for the year ended December 31, 2021 compared to $1.571 billion for the same
period in 2020, an increase of $190.7 million, or 12.1%. The increase was primarily due to an increase in our legacy stations’ core
advertising revenue of $141.0 million, as a result of recovery from the adverse effects of the COVID-19 pandemic and growth in new
business. The television stations acquired in 2020 also increased our advertising revenue by $61.9 million, partially offset by a
decrease in advertising revenue from station divestitures of $12.3 million. Our largest advertiser category, automotive, represented
approximately 16% and 18% of our core advertising revenue for the years ended December 31, 2021 and 2020, respectively. Overall,
including past results of our newly acquired stations, automotive revenues decreased by approximately 5% in 2021 compared to 2020,
primarily due to the current shortage in supply of chips and semiconductors, partially offset by the recovery from the effects of the
COVID-19 pandemic. The other categories representing our top five largest categories by revenue increased in 2021, led by attorneys
and followed by medical/healthcare, gaming/sports betting and services. While we are encouraged by the positive trends we saw
during 2021, to the extent that the pandemic continues to have a negative impact on the U.S. economy, our results will be affected.
Political advertising revenue was $45.2 million for the year ended December 31, 2021 compared to $507.6 million for the same
period in 2020, a decrease of $462.4 million, as 2021 was not a nationwide election year.
Distribution revenue was $2.473 billion for the year ended December 31, 2021 compared to $2.153 billion for the same period
in 2020, an increase of $320.3 million, or 14.9%. Our legacy stations’ revenue increased by $222.0 million primarily due to the
combined effect of scheduled annual escalation of rates per subscriber and renewals of contracts providing for higher rates per
subscriber. Additionally, our stations acquired in 2020 increased our revenue in 2021 by $113.5 million, partially offset by a decrease
in revenue from our station divestitures of $15.3 million. We anticipate continued increase of retransmission fees until there is a more
balanced relationship between viewers delivered and fees paid for delivery of such viewers.
Digital revenue, representing advertising revenue on our stations’ web and mobile sites and other internet-based revenue, was
$322.6 million for the year ended December 31, 2021 compared to $223.4 million for the same period in 2020, an increase of $99.2
million, or 44.4%. This increase was primarily due to incremental revenue from the digital businesses and television stations we
acquired in 2021 and 2020 of $70.3 million, and a net increase in revenue from our legacy stations and other digital businesses of
$34.6 million.
Operating Expenses
Corporate expenses, related to costs associated with the centralized management of our stations, were $175.8 million for the
year ended December 31, 2021 compared to $183.0 million for the same period in 2020, a decrease of $7.1 million, or 3.9%.
Station direct operating expenses, consisting primarily of news, engineering, programming and station selling, general and
administrative expenses (net of trade expense) were $2.698 billion for the year ended December 31, 2021 compared to $2.437 billion
for the same period in 2020, an increase of $260.7 million, or 10.7%. This increase was primarily due to expenses associated with our
television stations and digital businesses we acquired in 2021 and 2020 of $177.8 million, partially offset by station divestitures of
$22.6 million. In addition, our legacy stations’ programming costs increased by $56.3 million, primarily due to network affiliation
renewals and annual increases in our network affiliation costs. Our legacy stations’ and business units’ other operating expenses
increased by $50.1 million, primarily due to recovery from the COVID-19 pandemic, an increase in sales and promotional costs to
drive revenue and an increase in NewsNation’s news related operating costs as it continues to shift its focus from syndicated
programming to national newscast programs.
Depreciation of property and equipment was $166.6 million for the year ended December 31, 2021 compared to $147.7 million
for the same period in 2020, an increase of $18.9 million, or 12.8%. The increase was primarily due to newly capitalized assets and
incremental depreciation from business acquisitions.
Amortization of intangible assets was $300.9 million for the year ended December 31, 2021 compared to $279.7 million for the
same period in 2020, an increase of $21.2 million, or 7.6%. This increase was primarily due to incremental amortization from business
acquisitions.
47
Amortization of broadcast rights was $121.1 million for the year ended December 31, 2021 compared to $137.5 million for the
same period in 2020, a decrease of $16.4 million, or 11.9%. The decrease was primarily due to the reduction of NewsNation’s film
rights costs by $17.5 million as it continues to shift its focus from syndicated programming to national news programs.
Certain of the Company’s stations were repacked in connection with the FCC’s process of repurposing a portion of the
broadcast television spectrum for wireless broadband use. These stations have vacated their former channels and spent costs, mainly
capital expenditures, to construct and license the necessary technical modifications to permanently operate on their newly assigned
channels. Subject to fund limitations, the FCC reimburses television broadcasters, MVPDs and other parties for costs reasonably
incurred due to the repack. In 2021 and 2020, the Company received $19.7 million and $57.3 million, respectively, in reimbursements
from the FCC which it recognized as operating income. The Company is in the final stages of requesting and receiving
reimbursements for the costs of repacking these stations, as the FCC is now closing out its process for such reimbursements.
In April 2020, we completed a station’s conversion to a VHF channel representing our final relinquishment of spectrum
pursuant to the FCC’s incentive auction conducted in 2016-2017. Accordingly, the associated spectrum asset with a carrying amount
of $67.2 million and liability to surrender spectrum of $78.0 million were derecognized, resulting in a non-cash gain on
relinquishment of spectrum of $10.8 million.
In the fourth quarter of 2021, certain non-depreciable real estate property located in Chicago was classified as held for sale due
to the expected consummation of a contract to sell within one year. As of December 31, 2021, the property’s previous carrying amount
of $68.3 million was written down to its estimated fair value, less estimated cost to sell, of $45.3 million resulting in a $23.0 million
impairment charge.
Income from equity method investments, net
Income from equity method investments, net was $124.6 million for the year ended December 31, 2021, compared to $70.2
million for the same period in 2020, an increase of $54.4 million, primarily attributable to higher equity in income from our
investment in TV Food Network, net of the amortization of basis difference of $55.1 million.
Interest Expense, net
Interest expense, net was $282.7 million for the year ended December 31, 2021 compared to $335.3 million for the same period
in 2020, a decrease of $52.7 million, or 15.7%. The decrease was primarily due to the combined effect of (i) a reduction in the
outstanding balance of debt, (ii) reductions in LIBOR and (iii) a reduction in the Applicable Margin for the portion of certain interest
rates that is based on the consolidated first lien net leverage ratio of the Company which was lower.
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $3.2 million for the year ended December 31, 2021 compared to $50.7 million for the same
period in 2020, a decrease of $47.5 million. In 2021, we made $280.0 million prepayments on our term loan B resulting in recognition
of loss of $3.2 million. In 2020, we redeemed our $900.0 million 5.625% Notes due 2024 and prepaid $1.0 billion of our outstanding
term loans. These transactions resulted in a premium paid on bond redemption of $25.3 million and write-off of unamortized debt
discount/premiums and debt financing costs of $25.7 million associated with these extinguished debt obligations.
Pension and other postretirement plans credit, net
Pension and other postretirement plans credit, net was $80.9 million for the year ended December 31, 2021 compared to $46.0
million for the same period in 2020, an increase of $34.9 million, primarily attributable to an increase in expected return on pension
plan assets and an estimated reduction in interest costs on projected benefit obligations, and a $12.5 million settlement gain from the
purchase of an annuity contract related to certain participants of a qualified pension plan during the fourth quarter of 2021.
48
Income Taxes
Income tax expense was $262.9 million for the year ended December 31, 2021 compared to an income tax expense of $296.5
million for the same period in 2020, a decrease of $33.6 million. The effective tax rates during the years ended December 31, 2021
and 2020 were 24.1% and 26.9%, respectively. The decrease in the effective rate was driven by an increased deduction for excess
benefits related to stock-based compensation, a decrease in non-deductible goodwill on divestitures, and a release of certain federal
and state reserves. The increase in excess benefits deduction resulted in a $19.6 million tax benefit or a decrease of 1.8% to the
effective rate. The decrease in non-deductible goodwill resulted in a tax benefit of $8.3 million or a decrease of 0.8% to the effective
tax rate. Additionally, the release of $13.3 million of certain federal and state reserves resulted in a 1.2% reduction to the effective
rate. These decreases to the effective tax rate were offset by an increase in the valuation allowance of $18.9 million resulting in a 1.3%
increase to the effective rate.
Year Ended December 31, 2020 Compared to Year Ended December 31, 2019
The period-to-period comparability of our consolidated operating results is affected by acquisitions. For each quarter we present,
our legacy stations include those stations that we owned or provided services to for the complete quarter in the current and prior years.
For our annual and year to date presentations, we combine the legacy stations’ amounts presented in each quarter.
Revenue
Core advertising revenue was $1.571 billion for the year ended December 31, 2020 compared to $1.335 billion for the same
period in 2019, an increase of $236.0 million, or 17.5%. The increase was primarily due to our incremental revenue generated from
the Tribune acquisition in September 2019 of $419.1 million and station acquisitions in 2020 of $24.7 million, partially offset by a
decrease in revenue from station divestitures of $66.5 million. Our legacy stations’ core advertising revenue decreased by $141.3
million, primarily due to the business disruptions caused by COVID-19 and changes in the mix between our core and political
advertising. Our largest advertiser category, automotive, represented approximately 18% and 22% of our local and national
advertising revenue for each of the years ended December 31, 2020 and 2019, respectively. Overall, including past results of our
newly acquired stations, revenues from our automotive category decreased by approximately 30% in 2020 compared to 2019. The
other categories representing our top five were attorneys, medical/healthcare, radio/TV/cable/newspaper and home
repair/manufacturing, which decreased in 2020, and insurance, which increased in 2020.
Political advertising revenue was $507.6 million for the year ended December 31, 2020 compared to $51.9 million for the same
period in 2019, an increase of $455.7 million as 2020 was a federal election year. Of this increase, $147.4 million was attributable to
the incremental revenue from the Tribune stations we acquired in 2019, $17.3 million was attributable to current year station
acquisitions and $293.6 million was attributable to our legacy stations.
Distribution revenue was $2.153 billion for the year ended December 31, 2020 compared to $1.369 billion for the same period
in 2019, an increase of $783.7 million, or 57.3%. The increase was primarily due to incremental revenue in 2020 generated from the
Tribune acquisition in September 2019 of $571.3 million and station acquisitions of $47.0 million, partially offset by a decrease in
revenue from station divestitures of $81.6 million. Our legacy stations’ revenue also increased by $247.1 million due to the combined
effect of scheduled annual escalation of rates per subscriber, renewals of contracts providing for higher rates per subscriber (contracts
generally have a three-year term), contributions from distribution agreements with OVDs and a net increase in revenue in 2020
resulting from the 2019 (July and August) temporary disruption of a distribution agreement with a certain customer, partially offset by
temporary disruption of a certain customer in the month of December 2020. We anticipate continued increase in distribution revenue
until there is a more balanced relationship between viewers delivered and fees paid for delivery of such viewers.
Digital revenue, representing advertising revenue on our stations’ web and mobile sites and revenue from our other digital
operations, was $223.4 million for the year ended December 31, 2020 compared to $241.5 million for the same period in 2019, a
decrease of $18.1 million, or 7.5%. Our digital revenue from our legacy stations and other digital businesses decreased by $29.5
million primarily due to the business disruption caused by COVID-19 and realigned digital business operations. These decreases were
partially offset by incremental revenue from the Tribune acquisition in September 2019 of $10.8 million, net of a decrease in revenue
from station divestitures.
49
Operating Expenses
Corporate expenses, related to costs associated with the centralized management of our stations, were $183.0 million for the
year ended December 31, 2020 compared to $189.5 million for the same period in 2019, a decrease of $6.6 million, or 3.5%.
Station direct operating expenses, consisting primarily of news, engineering, programming and selling, general and
administrative expenses (net of trade expense) were $2.437 billion for the year ended December 31, 2020 compared to $1.872 billion
for the same period in 2019, an increase of $565.0 million, or 30.2%. This was primarily due to expenses associated with the Tribune
stations and other businesses we acquired in 2019 of $511.1 million (including network and programming costs of $343.4 million),
and expenses associated with our station acquisitions of $47.3 million. In addition, our legacy stations’ programming costs increased
by $118.2 million, primarily due to network affiliation renewals and annual increases in our network affiliation costs. In 2020, we also
recorded $19.9 million in provision for uncollectible amounts associated with transactions among entities for which we have or had
variable interests. These increases were partially offset by a decrease in expense from our station divestitures of $84.3 million and a
$60.3 million decrease in the operating expenses of our digital products due to lower revenue.
Depreciation of property and equipment was $147.7 million for the year ended December 31, 2020 compared to $123.4 million
for the same period in 2019, an increase of $24.3 million, or 19.7%. The increase was primarily due to incremental depreciation from
the Tribune stations we acquired in September 2019 of $29.4 million.
Amortization of intangible assets was $279.7 million for the year ended December 31, 2020 compared to $200.3 million for the
same period in 2019, an increase of $79.4 million, or 39.6%. This was primarily due to increased amortization from the Tribune
stations we acquired in September 2019 of $95.3 million, net of decreases in amortization from certain fully amortized assets and
divested stations.
Amortization of broadcast rights was $137.5 million for the year ended December 31, 2020 compared to $85.0 million for the
same period in 2019, an increase of $52.5 million, or 61.7%. The increase was primarily due to incremental amortization from the
Tribune stations we acquired in 2019 of $54.0 million, net of decreases from station divestitures. This increase was partially offset by
a reduction in amortization costs on our legacy stations due to renegotiation of certain film contracts which resulted in reduced
distribution rates.
Certain of the Company’s stations, including certain Tribune stations, were repacked in connection with the FCC’s process of
repurposing a portion of the broadcast television spectrum for wireless broadband use. These stations have vacated their former
channels and spent costs, mainly capital expenditures, to construct and license the necessary technical modifications to permanently
operate on their newly assigned channels. Subject to fund limitations, the FCC reimburses television broadcasters, MVPDs and other
parties for costs reasonably incurred due to the repack. In 2020 and 2019, we received a total of $57.3 million and $70.4 million,
respectively, in reimbursements from the FCC which we recognized as operating income.
In April 2020, we completed a station’s conversion to a VHF channel representing our final relinquishment of spectrum
pursuant to the FCC’s incentive auction conducted in 2016-2017. Accordingly, the associated spectrum asset with a carrying amount
of $67.2 million and liability to surrender spectrum of $78.0 million were derecognized, resulting in a non-cash gain on
relinquishment of spectrum of $10.8 million. This gain was partially offset by a $3.9 million increase (expense) in the estimated fair
value of contingent consideration liability related to a merger and spectrum auction.
In 2019, we recorded a $63.3 million goodwill and intangible assets impairment on our digital reporting unit due to deterioration
in customer relationships, mainly driven by marketplace changes on select demand-side platform customers, that led to a long-term
projected decrease in operating results.
In 2020, we sold two Fox affiliate television stations and our sports betting information website business for total proceeds of
$362.8 million in cash. These disposals resulted in a total gain on sale of $7.1 million. In 2019, in connection with the Tribune merger,
we sold the assets of 21 full power television stations in 16 markets, eight of which were previously owned by us and 13 of which
were previously owned or operated by Tribune. We sold the Tribune stations for $1.008 billion in cash, including working capital
adjustments, and we sold our stations for $358.6 million in cash, including working capital adjustments. These divestitures resulted in
a net gain on disposal of $96.1 million.
50
Income from equity method investments, net
Income from equity method investments, net was $70.2 million for the year ended December 31, 2020 compared to $17.9
million for the same period in 2019, an increase of $52.1 million. This was primarily attributable to an increase in income on equity
investment from our 31.3% investment in TV Food Network, less amortization of basis difference. For the year ended December 31,
2020, we recognized our full year’s share in equity income of TV Food Network compared to last year’s share from September 19,
2019, the date we acquired our 31.3% ownership stake in this investment, to December 31, 2019.
Interest Expense, net
Interest expense, net was $335.3 million for the year ended December 31, 2020 compared to $304.4 million for the same period
in 2019, an increase of $30.9 million, or 10.2%, primarily due to the issuance of debt in September 2019 (term loans and $1.785
billion Notes due 2027) associated with the financing of our merger with Tribune. These increases were partially offset by decreases
in interest expense primarily due to prepayments and scheduled repayments of term loans, a reduction in LIBOR funding costs on our
senior secured loans and the refinancing of certain bonds in September 2020 for a lower interest rate (issuance of $1.0 billion 4.75%
Notes due 2028 and redemption of $900 million 5.625% Notes due 2024).
Loss on Extinguishment of Debt
Loss on extinguishment of debt was $50.7 million for the year ended December 31, 2020 compared to $10.3 million for the
same period in 2019, an increase of $40.4 million. In 2020, we made various prepayments of our outstanding term loans, redeemed
our $900.0 million 5.625% Notes due 2024 and amended our and Mission’s credit agreements, resulting in a loss on extinguishment of
debt of $50.7 million. In November 2019, we redeemed our $400.0 million 5.875% Notes due 2022 and our $275.0 million 6.125%
Notes due 2022. We also made prepayments of our outstanding term loans during 2019. These 2019 transactions resulted in a total
loss on extinguishment of debt of $10.3 million.
Pension and other postretirement plans credit, net
Pension and other postretirement plans credit, net was $46.0 million for the year ended December 31, 2020 compared to $15.6
million for the same period in 2019, an increase of $30.4 million, primarily attributable to an increase in expected return on pension
plan assets partially offset by an increase in interest costs on projected benefit obligations.
Income Taxes
Income tax expense was $296.5 million for the year ended December 31, 2020 compared to an income tax expense of $137.0
million for the same period in 2019, an increase in income tax expense of $159.5 million. The effective tax rates during the years
ended December 31, 2020 and 2019 were 26.9% and 36.8%, respectively.
The decrease to the effective tax rate was driven primarily by a consolidated VIE’s establishment of a valuation allowance on its
deferred tax assets in 2019 and a decrease in non-deductible goodwill associated with divestitures and impairment loss incurred in
2019. In 2020, certain of our consolidated VIEs recorded a valuation allowance on deferred tax assets of $5.3 million, compared to the
$19.9 million valuation allowance on deferred tax assets recorded in 2019, including a newly established valuation allowance of $18.1
million by a consolidated VIE. This resulted in a decrease to the effective tax rate of 4.9%. In 2020, the effective tax rate also
decreased by 5.15% as a result of a decrease in the amount of non-deductible goodwill associated with divestitures and an impairment
loss incurred in 2019.
51
Liquidity and Capital Resources
The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to
meet future cash requirements depends on its ability to generate cash from its future operations, which is subject to general economic,
financial, competitive, legislative, regulatory and other conditions, many of which are beyond the Company’s control. For instance,
uncertainties surrounding the business outlook caused by the COVID-19 pandemic. In March 2020, the World Health Organization
declared COVID-19 a pandemic and the United States government declared a national emergency. The ongoing effect of the COVID-
19 pandemic had an adverse impact on the Company’s financial results mostly in the first part of the second quarter in 2020. Since
then, the Company’s business operations, financial results and cash flows have significantly improved. In 2021, the mass distribution
of COVID-19 vaccines, the U.S. government’s stimulus programs, the reopening of states for business and consumer spending by an
increasingly vaccinated public drove the continued U.S. economic recovery.
In 2021, the Company continued to be profitable and continued to generate positive cash flows from its operations. Its financial
results in 2021 were also higher than the comparable prior year and its market capitalization continued to increase and exceed the
carrying amount of its equity by a substantial amount. These favorable financial results are reflective of the economic recovery as well
as the incremental operating results from the Company’s acquisitions in 2020 and 2021. Overall, the ongoing COVID-19 pandemic
did not have a material impact on the Company’s liquidity. As of December 31, 2021, the Company was in compliance with the
financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it
has sufficient unrestricted cash on hand, positive working capital and availability to access additional cash under its revolving credit
facilities to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12
months as of the filing date of this Annual Report on Form 10-K.
The extent to which the COVID-19 pandemic impacts the Company’s business, its results of operations and its financial
condition will depend on future developments, which remain highly uncertain and cannot be reasonably predicted, including future
surges and the severity of any resurgence of the virus, the length of time that the pandemic continues, current challenges to increase
vaccination rates in the U.S. and continued disruptions to supply chains.
Cash Flow Summary
The following tables present the Company’s total operating, investing and financing activity cash flows for the three years
ended December 31 (in thousands):
Net cash provided by operating activities
Net cash used in investing activities(1)
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash paid for interest
Income taxes paid, net of refunds(2)
$
$
$
$
2021
2020
2019
1,214,843 $
(232,100)
(945,558)
37,185 $
273,201 $
319,851 $
1,254,170 $
(39,750)
(1,293,789)
(79,369) $
324,347 $
351,715 $
417,467
(4,702,155)
4,388,251
103,563
250,663
315,051
(1)
(2)
In 2021, 2020 and 2019, the investing activities included total capital expenditures of $150.8 million, $217.0 million and $197.5 million,
respectively, of which $10.0 million, $54.7 million and $79.3 million, respectively, were reimbursed from the FCC in connection with the
station repack. In 2020 and 2019, $4.9 million and $7.2 million of such capital expenditures were also funded by the incentive auction
proceeds received from the FCC in 2017.
Income taxes paid, net of refunds, includes (i) $82.7 million in tax payments during 2020 related to various sales of stations and cash
consideration received to settle a litigation and (ii) $199.5 million in tax payments during 2019 related to various sales of stations.
Cash, cash equivalents and restricted cash
$
206,494 $
169,309
As of December 31,
2021
2020
52
Cash Flows – Operating Activities
Net cash provided by operating activities decreased by $39.3 million during the year ended December 31, 2021 compared to the
same period in 2020. This was primarily due to decrease in operating income (excluding non-cash transactions) of $136.3 million and
uses of cash resulting from timing of accounts receivable collections of $102.5 million. These decreases were partially offset by lower
interest payments of $51.1 million, timing of payments to our vendors of $46.8 million, collection of copyright royalty receivables of
$35.0 million, lower payments for broadcast rights of $26.2 million, lower tax payments of $31.9 million and an increase in
distribution from our equity investment in TV Food Network of $15.8 million.
Cash paid for interest decreased by $51.1 million during the year ended December 31, 2021 compared to the same period in
2020, primarily due to a reduction in outstanding principal debt balance due to prepayments and scheduled repayments of term loans
and reductions in LIBOR and portion of certain interest rates that is based on the Company’s consolidated first lien net leverage ratio.
Net cash provided by operating activities increased by $836.7 million during the year ended December 31, 2020 compared to
the same period in 2019. This was primarily attributable to an increase in operating income (excluding non-cash transactions) of
$928.7 million, an increase in distributions from our equity investments, primarily in TV Food Network, of $208.4 million, and the
collection of copyright royalty receivables of $13.9 million. These increases were partially offset by higher interest payments of $73.7
million, higher income tax payments of $36.7 million, an increase in payments for broadcast rights of $93.0 million, use of cash from
timing of accounts receivable collections of $18.2 million, and use of cash from timing of payments made to our vendors of $99.8
million.
Cash paid for interest increased by $73.7 million during the year ended December 31, 2020 compared to the same period in
2019, primarily due to the issuance of debt in September 2019 (term loans and $1.785 billion Notes due 2027) associated with the
financing of our merger with Tribune. These increases were partially offset by decreases in interest expense primarily due to
prepayments and scheduled repayments of term loans, a reduction in LIBOR funding costs on our senior secured loans and the
refinancing of certain bonds in September 2020 for a lower interest rate (issuance of $1.0 billion 4.75% Notes due 2028 and
redemption of $900 million 5.625% Notes due 2024).
Cash Flows – Investing Activities
Net cash used in investing activities during the years ended December 31, 2021, 2020 and 2019 were $234.0 million, $39.8
million and $4.702 billion, respectively.
In 2021, we spent a total of $150.8 million in capital expenditures and $138.4 million to acquire television stations, a digital
business and certain license assets. These decreases were partially offset by the proceeds from the sale of stations and business units
and asset disposals of $20.1 million, reimbursements from the FCC related to station repack of $19.7 million and deposits received
associated with the sale of real estate assets of $13.5 million.
In 2020, we acquired seven television stations, certain non-license assets, and a product recommendations company for total
cash consideration payments of $386.4 million. Our capital expenditures for the year ended December 31, 2020 were $217.0 million,
including $54.7 million related to station repack. We also made an equity investment in a live 24/7 streaming network business of $7.0
million. These uses of cash were partially offset by the proceeds from the disposal of two television stations and our sports betting
information website business for $349.9 million and $12.9 million in cash, respectively, and reimbursements received from the FCC
related to station repack of $57.3 million. We also received $98.0 million of cash proceeds from settlement of litigation between
Sinclair and Tribune and Mission collected a loan receivable of $49.0 million from Marshall Broadcasting Group, Inc. (“Marshall”).
In September 2019, we completed our acquisition of Tribune for a total cash purchase price of $7.187 billion, less $1.306 billion
of cash and restricted cash acquired. This was partially offset by the proceeds from the sale of 21 full power television stations in 16
markets for a total cash consideration of $1.353 billion which occurred concurrently with the Tribune acquisition. On November 29,
2019, Mission, a consolidated VIE, paid the outstanding principal balances of Marshall’s loans to third party bank lenders totaling
$48.9 million. After making the payment, Mission became Marshall’s new lender. Marshall is a deconsolidated VIE due to its filing
for bankruptcy protection in December 2019. As such, Marshall’s cash balance of $5.0 million was excluded from our consolidated
financial statements.
During the year ended December 31, 2019, we spent $197.5 million in capital expenditures, including $79.3 million related to
station repack and $7.2 million related to relinquishment of certain spectrum. These investing cash outflows were partially offset by
the proceeds from reimbursements of spectrum repack amounting to $70.4 million, proceeds from asset disposals of $4.4 million and
distribution from our equity investments of $2.2 million.
53
Cash Flows – Financing Activities
Net cash used in financing activities for the years ended December 31, 2021 and 2020 were $945.5 million and $1.294 billion,
respectively. During the year ended December 31, 2019, net cash provided by financing activities was $4.388 billion.
In 2021, we prepaid a portion of the outstanding principal balance of our Term Loan B due 2024 of $280.0 million and made
scheduled principal payments on our Term Loan A due 2024 of $21.4 million, paid dividends to our common stockholders of $118.2
million ($0.70 per share during each quarter), repurchased common shares of $536.8 million, paid cash for taxes in exchange for
shares of common stock withheld of $10.9 million resulting from net share settlements of certain stock-based compensation, and paid
finance lease and software obligations of $18.0 million. These outflows were partially offset by the proceeds from the exercise of
stock options during the year amounting to $8.2 million. Mission also received $298.5 million (net of $1.5 million discount) from its
new Term Loan B due 2028 and utilized $268.0 million to repay a portion of its revolving loans. We also borrowed $20.0 million
under our revolving credit facilities which was repaid in full in 2021.
In 2020, the Company made payments on the outstanding principal balance of its term loans of $1.284 billion (including $980.0
million in Nexstar’s debt prepayments, Mission’s full repayment of its term loan B of $226.2 million and Shield Media, LLC's full
repayment of its term loan A of $20.7 million). Also, we redeemed our $900.0 million 5.625% Notes due 2024 and paid a $25.1
million premium on such redemption. Additionally, we repurchased shares of our Class A common stock for a total price of $281.9
million, paid dividends to our common stockholders of $101.0 million ($0.56 per share during each quarter), paid deferred financing
costs of $10.7 million associated with our new $1.0 billion 4.75% Notes due 2028, paid cash for taxes in exchange for shares of
common stock withheld of $6.8 million resulting from net share settlements of certain stock-based compensation and paid finance
lease and software obligations of $14.5 million. These decreases were offset by the proceeds from the issuance of our new $1.0 billion
senior unsecured notes issued at par and from Mission’s drawing from its revolving credit facility of $327.0 million.
In 2019, we issued term loans, net of debt discount, of $3.711 billion, issued an initial $1.120 billion in 5.625% Notes due 2027
at par, and issued an additional $665.0 million in 5.625% Notes due 2027, plus a premium of $27.4 million. We incurred and paid
total financing costs of $72.1 million for issuing these loans in 2019. The proceeds from the term loans and the initial 5.625% Notes
due 2027 were used to partially fund our merger with Tribune in September 2019. The proceeds from the additional 5.625% Notes due
2027 were used to redeem in full our two senior unsecured notes with a total principal balance of $675.0 million, plus total premium
of $10.1 million. The Company also made prepayments and scheduled principal payments of its existing term loans totaling $227.3
million, funded by cash on hand. In 2019, we paid dividends to our common stockholders of $82.8 million ($0.45 per share each
quarter), repurchased our treasury shares for $45.1 million, made payments on our finance lease and capitalized software obligations
of $9.2 million, paid taxes in exchange for shares of common stock withheld of $9.8 million and purchased a noncontrolling interest of
$6.4 million. These outflows were partially offset by the proceeds from the exercise of stock options during the year amounting to
$2.4 million.
Long-term debt
As of December 31, 2021, the Company had total outstanding debt of $7.415 billion, net of unamortized financing costs,
discounts and premium, which represented 72.2% of the Company’s combined capitalization. The Company’s high level of debt
requires that a substantial portion of cash flow be dedicated to pay principal and interest on debt, which reduces the funds available for
working capital, capital expenditures, acquisitions and other general corporate purposes.
Nexstar senior secured credit facility
Mission senior secured credit facility
5.625% Notes due 2027
4.75% Notes due 2028
Less: Unamortized financing costs, discounts and premium, net
Total outstanding debt
Unused revolving loan commitments under senior secured credit facilities (1)
As of December 31,
2021
2020
$
$
$
4,329,128
360,750
1,785,000
1,000,000
7,474,878
(59,752)
7,415,126
363,202
$
$
$
4,630,557
327,000
1,785,000
1,000,000
7,742,557
(74,554)
7,668,003
95,662
______________________________________________
(1)
Based on the covenant calculations as of December 31, 2021, all of the $349.7 million and $13.5 million unused revolving loan commitments
under the respective Nexstar and Mission senior secured credit facilities were available for borrowing.
54
We guarantee full payment of all obligations incurred under Mission’s senior secured credit facility in the event of its default.
Mission is a guarantor of our senior secured credit facility, our 5.625% Notes due 2027 and our 4.75% Notes due 2028.
We make semiannual interest payments on the 5.625% Notes due 2027 on January 15 and July 15 of each year. We make
semiannual interest payments on our 4.75% Notes due 2028 on May 1 and November 1 of each year. Interest payments on our and
Mission’s senior secured credit facilities are generally paid every one to three months and are payable based on the type of interest rate
selected.
The terms of our and Mission’s senior secured credit facilities, as well as the indentures governing our 5.625% Notes due 2027
and 4.75% Notes due 2028, limit, but do not prohibit us or Mission, from incurring substantial amounts of additional debt in the
future.
The Company does not have any rating downgrade triggers that would accelerate the maturity dates of its debt. However, a
downgrade in the Company’s credit rating could adversely affect its ability to renew the existing credit facilities, obtain access to new
credit facilities or otherwise issue debt in the future and could increase the cost of such debt.
The Company’s ability to access funds under its senior secured credit facilities depends, in part, on its compliance with certain
financial covenants. Any additional drawings under the senior secured credit facilities will reduce the Company’s future borrowing
capacity and the amount of total unused revolving loan commitments. The ultimate outcome of the COVID-19 pandemic remains
uncertain at this time and may significantly impact our future operating performance, liquidity and financial position. Any adverse
impact of the COVID-19 pandemic may cause us to seek alternative sources of funding, including accessing capital markets, subject
to market conditions. Such alternative sources of funding may not be available on commercially reasonable terms or at all.
Our credit agreement contains a covenant which requires us to comply with a maximum consolidated first lien net leverage ratio
of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly basis, is based on the Company’s combined
results. The Mission amended credit agreement does not contain financial covenant ratio requirements but does provide for default in
the event we do not comply with all covenants contained in our credit agreement. As of December 31, 2021, we were in compliance
with our financial covenant. We believe the Company will be able to maintain compliance with all covenants contained in the credit
agreements governing its senior secured facilities and the indentures governing Nexstar’s 5.625% Notes due 2027 and Nexstar’s
4.75% Notes due 2028 for a period of at least the next 12 months from December 31, 2021.
Off-Balance Sheet Arrangements
As of December 31, 2021, we did not have any relationships with unconsolidated entities or financial partnerships, such as
entities often referred to as structured finance or VIEs, which would have been established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. All of our arrangements with our VIEs in which we are the
primary beneficiary are on-balance sheet arrangements. Our variable interests in other entities are obtained through local service
agreements, which have valid business purposes and transfer certain station activities from the station owners to us. We are, therefore,
not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
As of December 31, 2021, we have outstanding standby letters of credit with various financial institutions amounting to $21.7
million, of which $18.2 million was in support of the worker’s compensation insurance program. The outstanding balance of standby
letters of credit is deducted against our unused revolving loan commitment under our senior secured credit facility and would not be
available for withdrawal.
55
Material Cash Requirements
The Company is a party to many contractual obligations involving commitments to make payments to third parties. Certain
contractual obligations are recorded on the Consolidated Balance Sheet as of December 31, 2021, while others are considered future
commitments. The following summarizes the Company’s contractual obligations as of December 31, 2021, and the effect such
obligations are expected to have on the Company’s short-term and long-term liquidity and capital resource needs (in thousands):
Total
Less than 1 year
1 to 3 years
3 to 5 years
More than
5 years
Payments Due by Period
Recorded contractual obligations:
Nexstar senior secured credit facility
Mission senior secured credit facility
5.625% senior unsecured notes due 2027
4.75% senior unsecured notes due 2028
Operating lease obligations
Finance lease obligations
Broadcast rights current cash commitments(1)
Other(2)(3)
Unrecorded contractual obligations:
Network affiliation agreements
Cash interest on debt(4)
Executive employee contracts(5)
Broadcast rights future cash commitments(6)
Other
$
4,329,128 $
360,750
1,785,000
1,000,000
352,710
18,823
155,450
32,049
2,056,500
1,330,281
81,072
67,183
89,732
$ 11,658,678 $
44,170 $
3,000
-
-
55,966
1,803
72,689
30,473
1,104,986
259,509
45,876
44,317
50,265
1,713,054 $
1,640,643 $ 2,644,315 $
67,500
-
-
103,492
3,651
68,239
1,469
6,000
-
-
68,295
3,865
14,522
107
-
284,250
1,785,000
1,000,000
124,957
9,504
-
-
951,514
488,052
34,624
18,431
38,035
-
152,159
-
-
-
3,415,650 $ 3,174,104 $ 3,355,870
-
430,561
572
4,435
1,432
(1)
(2)
(3)
(4)
(5)
(6)
Future minimum payments for license agreements for which the license period has begun and liabilities have been recorded.
As of December 31, 2021, we had $33.6 million of unrecognized tax benefits, inclusive of interest and certain deduction benefits. This liability
represents an estimate of tax positions that the Company has taken in its tax returns, which may ultimately not be sustained upon examination
by the tax authorities. The resolution of these tax positions may not require cash settlement due to the existence of federal and state NOLs. As
such, our contractual obligations table above excludes this liability.
As of December 31, 2021, we had $104.7 million and $27.2 million of funding obligations with respect to our pension benefit plans and other
postretirement benefit plans, respectively, which are not included in the table above. See Note 10 to our Consolidated Financial Statements for
further information regarding our funding obligations for these benefit plans.
Estimated interest payments due as if all debt outstanding as of December 31, 2021 remained outstanding until maturity, based on interest
rates in effect at December 31, 2021.
Includes the employment contracts for all corporate executive employees and general managers of our stations and entities. We expect our
contracts will be renewed or replaced with similar agreements upon their expiration. Amounts included in the table above assume that
contracts are not terminated prior to their expiration.
Future minimum payments for license agreements for which the license period has not commenced and no liability has been recorded.
From January 1 to February 25, 2022, we repurchased 466,825 shares of our Class A common stock for $76.3 million, funded by
cash on hand. As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share repurchase
authorization was $561.9 million.
On January 27, 2022, our Board of Directors declared a quarterly dividend of $0.90 per share of our Class A common stock. The
dividend is scheduled to be paid on February 28, 2022 to stockholders of record on February 11, 2022.
Issuer and Guarantor Summarized Financial Information
Nexstar Media Inc.’s (a wholly-owned subsidiary of Nexstar and herein referred to as the “Issuer”) 5.625% Notes due 2027 and
4.75% Notes due 2028 are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by Nexstar Media Group,
Inc. (“Parent”), Mission (a consolidated VIE) and certain of Nexstar Media Inc.’s restricted subsidiaries (collectively, the
“Guarantors” and, together with the Issuer, the “Obligor Group”). The Guarantees are subject to release in limited circumstances upon
the occurrence of certain customary conditions set forth in the indentures governing the 5.625% Notes due 2027 and the 4.75% Notes
due 2028. The Issuer’s 5.625% Notes due 2027 and 4.75% Notes due 2028 are not registered with the SEC.
56
The following combined summarized financial information is presented for the Obligor Group after elimination of intercompany
transactions between Parent, Issuer and Guarantors in the Obligor Group and amounts related to investments in any subsidiary that is a
non-guarantor. This information is not intended to present the financial position or results of operations of the consolidated group of
companies in accordance with U.S. GAAP.
Summarized Balance Sheet Information for the Obligor Group as of December 31 (in thousands):
Current assets - external
Current assets - due from consolidated entities outside of Obligor Group
Total current assets
Noncurrent assets - external(1)
Noncurrent assets - due from consolidated entities outside of Obligor Group
Total noncurrent assets
Total current liabilities
Total noncurrent liabilities
Noncontrolling interests
$
$
$
$
$
$
1,407,643
37,185
1,444,828
10,479,451
55,848
10,535,299
783,816
9,610,229
6,488
$
$
$
$
$
$
1,205,580
35,572
1,241,152
10,676,397
53,292
10,729,689
727,557
10,123,544
6,951
2021
2020
(1)
Excludes Nexstar Media Inc.’s equity investments of $1.219 billion and $1.334 billion as of December 31, 2021 and 2020, respectively, in
unconsolidated investees. These unconsolidated investees do not guarantee the 4.75% Notes due 2028 and 5.625% Notes due 2027. For
additional information on equity investments, refer to Note 6 to our Consolidated Financial Statements.
Summarized Statements of Operations Information for the Obligor Group (in thousands):
Net revenue - external
Net revenue - from consolidated entities outside of Obligor Group
Total net revenue
Costs and expenses - external
Costs and expenses - to consolidated entities outside of Obligor Group
Total costs and expenses
Income from operations
Net income
Net income attributable to Obligor Group
Income on equity method investments
Year Ended
December 31, 2021
4,631,063
16,338
4,647,401
3,450,214
18,263
3,468,477
1,178,924
710,018
710,018
124,580
$
$
$
$
$
57
Critical Accounting Policies and Estimates
Our Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the
date of the Consolidated Financial Statements and reported amounts of revenue and expenses during the period. On an ongoing basis,
we evaluate our estimates, including those related to business acquisitions, goodwill and intangible assets, property and equipment,
broadcast rights, distribution revenue, pension and postretirement benefit plans and income taxes. We base our estimates on historical
experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from those estimates.
For an overview of our significant accounting policies, we refer you to Note 2 to our Consolidated Financial Statements in Part
IV, Item 15(a) of this Annual Report on Form 10-K. We believe the following critical accounting policies are those that are the most
important to the presentation of our Consolidated Financial Statements, affect our more significant estimates and assumptions, and
require the most subjective or complex judgments by management.
Consolidation of Variable Interest Entities
We regularly evaluate our local service agreements and other arrangements where we may have variable interests to determine
whether we are the primary beneficiary of a VIE. Under U.S. GAAP, a company must consolidate an entity when it has a “controlling
financial interest” resulting from ownership of a majority of the entity’s voting rights. Accounting rules expanded the definition of
controlling financial interest to include factors other than equity ownership and voting rights.
In applying accounting and disclosure requirements, we must base our decision to consolidate an entity on quantitative and
qualitative factors that indicate whether or not we have the power to direct the activities of the entity that most significantly affect its
economic performance and whether or not we have the obligation to absorb losses of the entity or the right to receive benefits from the
entity that could potentially be significant to the VIE. Our evaluation of the “power” and “economics” model must be an ongoing
process and may alter as facts and circumstances change.
Mission and the other consolidated VIEs are included in our Consolidated Financial Statements because we are deemed to have
controlling financial interests in these entities as VIEs for financial reporting purposes as a result of (1) local service agreements we
have with the stations they own, (2) our guarantee of the obligations incurred under Mission’s senior secured credit facility, (3) our
power over significant activities affecting these entities’ economic performance, including budgeting for advertising revenue,
advertising sales and, in some cases, hiring and firing of sales force personnel and (4) purchase options granted by each consolidated
VIE which permit Nexstar to acquire the assets and assume the liabilities of all of these VIEs’ stations at any time, subject to FCC
consent. These purchase options are freely exercisable or assignable by Nexstar without consent or approval by the VIEs. These
option agreements expire on various dates between 2022 and 2031. We expect to renew these option agreements upon expiration.
Therefore, these VIEs are consolidated into these financial statements.
Valuation of Goodwill and Intangible Assets
Intangible assets represented $8.7 billion, or 65.4%, of our total assets as of December 31, 2021. Intangible assets consist
primarily of goodwill, FCC licenses, network affiliation agreements, developed technology, brand value, and customer relationships
arising from acquisitions.
The purchase prices of acquired businesses are allocated to the assets and liabilities acquired at estimated fair values at the date
of acquisition using various valuation techniques, including discounted projected cash flows, the cost approach and other.
The estimated fair value of an FCC license acquired in a business combination is calculated using a discounted cash flow model
referred to as the Greenfield Method. The Greenfield Method attempts to isolate the income that is attributable to the license alone.
This approach is based upon modeling a hypothetical start-up station and building it up to a normalized operation that, by design,
lacks an affiliation with a network (commonly known as an independent station), lacks inherent goodwill and whose other assets have
essentially been added as part of the build-up process. The Greenfield Method assumes annual cash flows over a projection period
model. Inputs to this model include, but are not limited to, (i) a four-year build-up period for a start-up station to reach a normalized
state of operations, (ii) market long-term revenue growth rate over a projection period, (iii) estimated market revenue share for a
typical market participant without a network affiliation, (iv) estimated profit margins based on industry data, (v) capital expenditures
based on the size of market and the type of station being constructed, (vi) estimated tax rates in the appropriate jurisdiction, and (vii)
an estimated discount rate using a weighted average cost of capital analysis. The Greenfield Method also includes an estimated
terminal value by discounting an estimated annual cash flow with an estimated long-term growth rate.
58
The assumptions used in estimating the fair value of a network affiliation agreement acquired in a business combination are
similar to those used in the valuation of an FCC license. The Greenfield Method is also utilized in this valuation except that the
estimated market revenue share, estimated profit margins, capital expenditures and other assumptions reflect a market participant
premium based on the programming of a network affiliate relative to an independent station. This approach would result in an
estimated fair value of the collective FCC license and a network affiliation agreement.
Goodwill represents the excess of the purchase price of a business over the fair value of net assets acquired.
For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit, because of the
stations’ similar economic characteristics, one cable network reporting unit and two digital business reporting units. The Company’s
impairment review for FCC licenses is performed at the television station market level.
We test our goodwill and FCC licenses in our fourth quarter each year, or more frequently whenever events or changes in
circumstances indicate that such assets might be impaired. We first assess the qualitative factors to determine the likelihood of our
goodwill and FCC licenses being impaired. Our qualitative impairment test includes, but is not limited to, assessing the changes in
macroeconomic conditions, regulatory environment, industry and market conditions, and the financial performance versus budget of
the reporting units, as well as any other events or circumstances specific to the reporting unit or the FCC licenses. If it is more likely
than not that the fair value of a reporting unit or an FCC license is greater than its respective carrying amount, no further testing will
be required. Otherwise, we will apply the quantitative impairment test method.
The quantitative impairment test for goodwill is performed by comparing the fair value of a reporting unit with its carrying
amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If
the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the
carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill
allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the
carrying amounts of FCC licenses with their fair value, using the Greenfield Method of discounted cash flow analysis. An impairment
is recorded when the carrying value of an FCC license exceeds its fair value.
We test our finite-lived intangible assets to be held and used whenever events or circumstances indicate that their carrying
amount may not be recoverable, relying on certain factors including operating results, business plans, economic projections and
anticipated future cash flows. The carrying value of a long-lived asset or asset group is considered impaired when the projected future
undiscounted cash flows to be generated from the asset or asset group over its remaining life are less than its carrying value. The
Company measures impairment based on the amount by which the carrying value exceeds the estimated fair value of the long-lived
asset or asset group. The fair value is determined primarily by using the projected future cash flows discounted at a rate commensurate
with the risk involved as well as market valuations.
In the fourth quarter of 2021, using the qualitative impairment test, the Company performed its annual impairment test on
goodwill attributable to its aggregated television stations reporting unit, one cable network reporting unit and one digital business
reporting unit. Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that
the fair value would sufficiently exceed the carrying amount. Thus, no impairment was recorded on these reporting units.
For one of the digital reporting units with a goodwill balance of $110.0 million, representing approximately 4% of the
consolidated carrying amount, the Company elected to perform a quantitative impairment test due to actual and projected decreases in
operating profit and cash flows. The Company’s assessment indicated that the reporting unit’s fair value exceeded the carrying amount
by over 10%, and therefore no goodwill impairment was identified. Fair value was estimated using a combination of an income
approach, which employs a discounted cash flow model, and market approaches, which consider net revenue multiples of comparable
publicly traded businesses and recent market transactions.
In the fourth quarter of 2021, the Company also performed its annual impairment test on FCC licenses for each station market
using the qualitative impairment test. The Company concluded that it was more likely than not that their fair values have exceeded the
respective carrying amounts. Thus, no impairment was recorded.
We also performed qualitative tests to determine whether our finite-lived assets are recoverable. Based on our estimate of
undiscounted future pre-tax cash flows expected to result from the use of these assets, we determined that the carrying amounts are
recoverable as of December 31, 2021. No other events or circumstances were noted in 2021 that would indicate impairment.
Our quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as expected
future cash flows and market trends. If the assumptions used in our analysis are not realized, it is possible that an additional
impairment charge may need to be recorded in the future. We cannot accurately predict the amount and timing of any impairment of
goodwill or other intangible assets.
59
While the COVID-19 pandemic did not have a material impact on overall aspects of our business during 2021, the Company
will continue to actively monitor and evaluate its indefinite-lived intangible assets, long-lived assets and goodwill to determine if an
impairment triggering event will occur in future periods. Any further adverse impact of COVID-19 or the general market conditions
on the Company’s operating results could reasonably be expected to negatively impact the fair value of the Company’s indefinite-
lived intangible assets and its reporting units as well as the recoverability of its long-lived assets and may result in future impairment
charges which could be material.
Valuation of Investments
We account for investments in which we own at least 20% of an investee’s voting securities or we have significant influence
over an investee under the equity method of accounting. We record equity method investments at cost. For investments acquired in a
business combination, the cost is the estimated fair value allocated to the investment.
We evaluate our equity method investments for other-than temporary impairment (“OTTI”) on at least a quarterly basis, and
more frequently when economic or market conditions warrant such an evaluation.
In each of the quarters of 2021, the Company evaluated its equity method investments for OTTI due to the events and
circumstances surrounding the COVID-19 pandemic. Based on the results of the review, the Company determined that an impairment
does not exist. The Company will continue to evaluate its equity method investments in future periods to determine if an OTTI has
occurred.
Pension plans and other postretirement benefits
A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans (“OPEB”) requires the use of
assumptions. The actuarial assumptions used in the pension and postretirement reporting are reviewed annually with independent
actuaries and are compared with external benchmarks, historical trends and Nexstar’s own experience to determine that its
assumptions are reasonable. The assumptions used in developing the required estimates include the following key factors:
discount rates
expected return on plan assets
mortality rates
retirement rates
expected contributions
As of December 31, 2021, the effective discount rates used for determining pension benefit obligations were 2.69% to 2.70%.
During 2021, the assumptions utilized in determining net periodic benefit credit on our pension plans were (i) 5.15% to 5.90%
expected rate of return on plan assets and (ii) 2.16% to 2.29% effective discount rates. As of December 31, 2021, our pension plans’
benefit obligations was $2.257 billion. For the year ended December 31, 2021, our pension plans’ net periodic benefit credit was $68.3
million, excluding a $12.5 million settlement gain from the purchase of an annuity contract for certain participants of a qualified
pension plan. As of December 31, 2021, a 1% change in the discount rates would have the following effects (in thousands):
Projected impact on net periodic benefit credit
Projected impact on pension benefit obligations
1% Increase
1% Decrease
$
15,932
(209,471)
$
(13,955)
247,550
For additional information on our pension and OPEB, see Note 10 to our Consolidated Financial Statements included in Part IV,
Item 15(a) of this Annual Report on Form 10-K.
Distribution Revenue
We earn revenues from local cable providers, DBS services and other MVPDs and OVDs for the retransmission of our
broadcasts and the carriage of NewsNation. These revenues are generally earned based on a price per subscriber of the distributor
within the retransmission or carriage area. The distributors report their subscriber numbers to us generally on a 30- to 60-day lag,
generally upon payment of the fees due to us. Prior to receiving the reports, we record revenue based on management’s estimate of the
number of subscribers, utilizing historical levels and trends of subscribers for each distributor. Adjustments associated with the
resolution of such estimates have, historically, been inconsequential.
60
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of assets and
liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is more
likely than not that some or all of the deferred tax assets will not be realized. While we have considered future taxable income in
assessing the need for a valuation allowance, in the event that we were to determine that we would not be able to realize all or part of
our deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such a
determination was made.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes
that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.
The estimate of the Company's tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to
make judgements about the application of complex tax laws and regulations. We recognize interest and penalties relating to income
taxes as components of income tax expense.
Recent Accounting Pronouncements
Refer to Note 2 of our Consolidated Financial Statements in Part IV, Item 15(a) of this Annual Report on Form 10-K for a
discussion of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations
and financial position.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations.
The term loan borrowings under the Company’s senior credit facilities bear interest at rates ranging from 1.60% to 2.60% as of
December 31, 2021, which represented the base rate, or LIBOR, plus the applicable margin, as defined. The revolving loans bear
interest at LIBOR plus the applicable margin, of 1.60% at December 31, 2021. Interest is payable in accordance with the credit
agreements.
If LIBOR were to increase by 100 basis points, or one percentage point, from the December 31, 2021 level, the Company’s
annual interest expense would increase and cash flow from operations would decrease by $46.9 million, based on the outstanding
balance of its credit facilities as of December 31, 2021. An increase in LIBOR of 50 basis points (one-half of a percentage point)
would result in a $23.4 million increase in the Company’s annual interest expense and decrease in cash flows from operations. If
LIBOR were to decrease either by 100 basis points or 50 basis points, the Company’s annual interest would decrease and cash flows
from operations would increase by $4.7 million. Our 5.625% Notes due 2027 and 4.75% Notes due 2028 are fixed rate debt
obligations and therefore are not exposed to market interest rate changes. As of December 31, 2021, we have no financial instruments
in place to hedge against changes in the benchmark interest rates on our senior credit facilities.
Item 8.
Financial Statements and Supplementary Data
Our Consolidated Financial Statements are filed with this report. The Consolidated Financial Statements and Supplementary
Data are included in Part IV, Item 15(a) of this Annual Report on Form 10-K.
61
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Nexstar’s management, with the participation of its Chairman and Chief Executive Officer along with its Chief Financial
Officer, conducted an evaluation as of the end of the period covered by this Annual Report of the effectiveness of the design and
operation of Nexstar’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based upon that evaluation, Nexstar’s Chairman and Chief Executive Officer and its Chief Financial Officer concluded that as
of December 31, 2021, Nexstar’s disclosure controls and procedures were effective in providing reasonable assurance that information
required to be disclosed in the reports that it files or submits under the Exchange Act (i) is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Nexstar’s
management, including its Chairman and Chief Executive Officer and its Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
During the quarterly period as of the end of the period covered by this report, there have been no changes in Nexstar’s internal
control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over
financial reporting.
Management’s Report on Internal Control over Financial Reporting
Nexstar’s management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. GAAP. Management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2021 based upon the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal Control—Integrated Framework (2013).
Based on management’s assessment, we have concluded that our internal control over financial reporting was effective as of
December 31, 2021.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of our internal
control over financial reporting as of December 31, 2021 as stated in their report which appears herein.
Item 9B.
Other Information
None.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
62
Item 10.
Directors, Executive Officers and Corporate Governance
PART III
Information concerning directors that is required by this Item 10 will be set forth in the Proxy Statement to be provided to
stockholders in connection with our 2022 Annual Meeting of Stockholders (the “Proxy Statement”) or in an amendment to this Annual
Report on Form 10-K under the headings “Directors” and “Delinquent Section 16(a) Report,” which information is incorporated
herein by reference.
Item 11.
Executive Compensation
Information required by this Item 11 will be set forth in the Proxy Statement under the headings “Compensation of Named
Executive Officers” and “Compensation of Directors,” which information is incorporated herein by reference. Information specified in
Items 402(k) and 402(l) of Regulation S-K and set forth in the Proxy Statement is incorporated by reference.
Item 12.
Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters
Information required by this Item 12 will be set forth in the Proxy Statement under the headings “Beneficial Ownership of
Nexstar Common Stock” and “Compensation of Named Executive Officers,” which information is incorporated herein by reference.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by this Item 13 will be set forth in the Proxy Statement under the heading “Certain Relationships and
Related Person Transactions,” which information is incorporated herein by reference.
Item 14.
Principal Accountant Fees and Services
Information required by this Item 14 will be set forth in the Proxy Statement under the heading “Ratification of the Selection of
Independent Registered Public Accounting Firm,” which information is incorporated herein by reference.
63
Item 15.
Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
PART IV
(1) Consolidated Financial Statements. The Consolidated Financial Statements of Nexstar Media Group, Inc. listed on the
index on page F-1 have been included beginning on page F-5 of this Annual Report on Form 10-K.
(2)
(3)
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.
Exhibits. The exhibits listed on the accompanying Index to Exhibits on this Annual Report on Form 10-K are filed,
furnished or incorporated into this Annual Report on Form 10-K by reference, as applicable.
Item 16.
Form 10-K Summary
Not applicable.
64
Exhibit
Number
2.1
2.2
2.3
2.4
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
10.1
10.2
10.3
10.4
10.5
Exhibit Index
Exhibit Description
Agreement and Plan of Merger, dated as of January 27, 2016, by and between Nexstar Media Group, Inc., Media General,
Inc., and Neptune Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No.
000-50478) filed by Nexstar Media Group, Inc. on January 28, 2016).+
Agreement and Plan of Merger, dated as of November 30, 2018, by and between Nexstar Media Group, Inc., Tribune
Media Company and Titan Merger Sub, Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K
(File No. 000-50478) filed by Nexstar Media Group, Inc. on December 4, 2018).
Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Belo Holdings, Inc.
and TEGNA Inc. (Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 000-50478) filed by
Nexstar Media Group, Inc. on March 26, 2019).
Asset Purchase Agreement, dated as of March 20, 2019, by and among Nexstar Media Group, Inc., Scripps Media, Inc.
and Scripps Broadcasting Holdings, LLC. (Incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K (File
No. 000-50478) filed by Nexstar Media Group, Inc. on March 26, 2019).
Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc. (Incorporated by reference to Exhibit
3.1 to Registration Statement on Form S-4 (File No. 333-190283) filed by Nexstar Broadcasting, Inc.).
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Nexstar Media Group, Inc.
(Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media
Group, Inc. on January 17, 2017).
Amended and Restated Bylaws of Nexstar Media Group, Inc. (Incorporated by reference to Exhibit 3.1 to Current Report
on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 31, 2020).
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 Media Group, Inc.).
Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee (Incorporated
by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on
July 3, 2019).
Form of 5.625% Senior Note due 2027 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No.
000-50478) filed by Nexstar Media Group, Inc. on July 3, 2019).
First Supplemental Indenture, dated as of September 19, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the
guarantors party thereto, and Citibank, N.A. as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on
Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 20, 2019).
Second Supplemental Indenture, dated as of November 22, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the
guarantors party thereto, and Citibank, N.A. as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on
Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on November 22, 2019).
Indenture, dated as of September 25, 2020, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party
thereto, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No.
000-50478) filed by Nexstar Media Group, Inc. on September 25, 2020).
Form of 4.750% Senior Notes due 2028 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File
No. 000-50478) filed by Nexstar Media Group, Inc. on September 25, 2020).
Description of the Registrant’s Securities registered under Section 12 of the Securities Exchange Act of 1934.*
Contingent Value Rights Agreement, dated as of January 13, 2017, by and between Nexstar Media Group, Inc. and
American Stock Transfer & Trust Company, LLC as rights agent (Incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on January 17, 2017).
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 Media Group, Inc.).
Amendment, dated as of November 15, 2019, to Stock Option Agreement, dated as of November 29, 2011, by and
between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J. Smith, and Nexstar Broadcasting, Inc. (Incorporated by
reference to Exhibit 10.87 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 000-50478)
filed by Nexstar Media Group, Inc.).
Amendment, dated as of November 30, 2020, to Stock Option Agreement, dated as of November 29, 2011, as amended
November 15, 2019, by and between Mission Broadcasting, Inc., Dennis Thatcher, Nancie J. Smith, and Nexstar
Broadcasting, Inc.(Incorporated by reference to Exhibit 10.4 to Annual Report on Form 10-K for the year ended
December 31, 2020 (File No. 000-50478) filed by Nexstar Media Group, Inc. on March 1, 2021).
Credit Agreement, dated as of January 17, 2017, by and among Nexstar Media Group, Inc., as a holding company,
Nexstar Broadcasting, Inc., as the borrower, Bank of America, N.A., as the administrative agent, the collateral agent, a
letter of credit issuer and a swing line lender and other financial institutions from time to time party thereto (Incorporated
by reference to Exhibit 10.2 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on
January 17, 2017).
65
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
Amendment No. 1, dated as of July 19, 2018, to Credit Agreement, dated as of January 17, 2017, by and among Nexstar
Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party 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 25, 2017).
Amendment No. 2, dated as of October 26, 2018, to Credit Agreement, dated as of January 17, 2017, by and among
Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media
Group, Inc. on November 1, 2018).
Amendment No. 3, dated as of September 19, 2019, to Credit Agreement, dated as of January 17, 2017, by and among
Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media
Group, Inc. on September 20, 2019).
Amendment No. 4, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among
Nexstar Broadcasting, Inc., Nexstar Media Group, Inc., Bank of America, N.A. and the several lenders party thereto
(Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K/A (File No. 000-50478) filed by Nexstar Media
Group, Inc. on September 9, 2020).
Credit Agreement, dated as of January 17, 2017, by and among Mission Broadcasting, Inc., as the borrower and Bank of
America, N.A., as the administrative agent and the collateral agent and other financial institutions from time to time party
thereto (Incorporated by reference to Exhibit 10.8 to Annual Report on Form 10-K for the period ended December 31,
2016 (File No. 333-62916-02) filed by Mission Broadcasting, Inc.).
Amendment No. 1, dated as of July 19, 2017, to Credit Agreement, dated as of January 17, 2017, by and among Mission
Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on July 25, 2017).
Amendment No. 2, dated as of October 26, 2018, to Credit Agreement, dated as of January 17, 2017, by and among
Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporate by reference to
Exhibit 10.1 to Current Report on Form 8-K (File No. 333-62916-02) filed by Mission Broadcasting, Inc. on November 1,
2018).
Amendment No. 3, dated as of September 3, 2020, to Credit Agreement, dated as of January 17, 2017, by and among
Mission Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K/A (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 9,
2020).
Amendment No. 4, dated as of June 3, 2021, to Credit Agreement, dated as of January 17, 2017, by and among Mission
Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.1
to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 4, 2021).
Amendment No. 5, dated as of June 3, 2021, to Credit Agreement, dated as of January 17, 2017, by and among Mission
Broadcasting, Inc., Bank of America, N.A. and the several lenders party thereto (Incorporated by reference to Exhibit 10.2
to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on June 4, 2021).
Executive Employment Agreement, dated as of January 5, 1998, by and between Perry A. Sook and Nexstar Media
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.).
Amendment to Employment Agreement, dated as of May 10, 2001, by and between Perry A. Sook and Nexstar Media
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.).
Modifications to Employment Agreement, dated as of September 26, 2002, by and between Perry A. Sook and Nexstar
Media 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 Media Group, Inc.).
Addendum to Employment Agreement, dated as of August 25, 2003, by and between Perry A. Sook and Nexstar Media
Group, Inc. (Incorporated by reference to Exhibit 10.20 to Registration Statement on Form S-1 (File No. 333-86994) filed
by Nexstar Media Group, Inc.).
Addendum to Employment Agreement, dated as of July 2, 2007, by and between Perry A. Sook and Nexstar Media
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 Media Group, Inc. on August 8, 2007).
Addendum to Executive Employment Agreement between Perry A. Sook and Nexstar Media Group, Inc. (Incorporated by
reference to Exhibit 10.93 to Annual Report on Form 10-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on
March 31, 2009).
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 Media Group, Inc. on September 17, 2012).
Amendment to Executive Employment Agreement, dated as of January 29, 2015 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 Media Group, Inc. on February 5, 2015).
66
10.24
10.25
10.26
10.27
10.28
10.29
10.30
10.31
10.32
10.33
10.34
14.1
21.1
23.1
31.1
31.2
32.1
32.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
104
Amendment to Executive Employment Agreement, dated as of January 15, 2019 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 Media Group, Inc. on January 22, 2019).
Executive Employment Agreement, dated as of July 13, 2009, by and between Thomas E. Carter and Nexstar Media
Group, Inc. (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q (File No. 000-50478) filed by
Nexstar Media Group, Inc. on August 12, 2009).
Amendment to the Executive Agreement between Thomas E. Carter and Nexstar Media Group, Inc. (Incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on
August 1, 2014).
Amendment to Executive Employment Agreement, dated as of January 9, 2017, between Thomas E. Carter and Nexstar
Media Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed
by Nexstar Media Group, Inc. on January 13, 2017).
Executive Employment Agreement, dated as of September 25, 2020, between Thomas E. Carter and Nexstar Media
Group, Inc. (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 000-50478) filed by
Nexstar Media Group, Inc. on October 1, 2020).
Executive Employment Agreement, dated July 26, 2021 between Lee Ann Gliha and Nexstar Media Group, Inc.
(Incorporated by reference to Exhibit 10.3 to Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 (File
No. 000-50478) filed by Nexstar Media Group, Inc.).
Executive Employment Agreement, dated as of September 5, 2019, between Dana Zimmer and Nexstar Media Group, Inc.
(Incorporated by reference to Exhibit 10.7 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (File
No. 000-50478) filed by Nexstar Media Group, Inc.).
Nexstar Media 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 Media Group, Inc. on October 2, 2012).
Nexstar Media Group, Inc. 2015 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy
Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Media Group, Inc. on April 24, 2015).
Nexstar Media Group, Inc. 2019 Long-Term Equity Incentive Plan (Incorporated by reference to Definitive Proxy
Statement on Schedule 14A (File No. 000-50478) filed by Nexstar Media Group, Inc. on April 26, 2019).
Nexstar Media Group, Inc.’s Restricted Stock Unit Agreement Form (Incorporated by reference to Exhibit 10.88 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (File No. 000-50478) filed by Nexstar Media
Group, Inc.).
Nexstar Media 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 Media Group, Inc.).
Subsidiaries of the Registrant.*
Consent issued by PricewaterhouseCoopers LLP.*
Certification of Perry A. Sook pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification of Lee Ann Gliha pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
Certification of Perry A. Sook pursuant to 18 U.S.C. ss. 1350.*
Certification of Lee Ann Gliha pursuant to 18 U.S.C. ss. 1350.*
Inline XBRL Instance Document – the XBRL Instance Document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.*
Inline XBRL Taxonomy Extension Schema Document.*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
Inline XBRL Taxonomy Extension Definition Linkbase Document.*
Inline XBRL Taxonomy Extension Label Linkbase Document.*
Inline XBRL Taxonomy Extension Presentation Loinkbase Document.*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
+ Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the
Securities and Exchange Commission upon request.
* Filed herewith.
67
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
NEXSTAR MEDIA GROUP, INC.
By:
By:
/s/ PERRY A. SOOK
Perry A. Sook
Chairman and Chief Executive Officer
/s/ LEE ANN GLIHA
Lee Ann Gliha
Chief Financial Officer (Principal Accounting and
Financial Officer)
Dated: February 28, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities indicated on February 28, 2022.
Name
Title
/s/ PERRY A. SOOK
Perry A. Sook
/s/ LEE ANN GLIHA
Lee Ann Gliha
/s/ GEOFF ARMSTRONG
Geoff Armstrong
/s/ BERNADETTE AULESTIA
Bernadette Aulestia
/s/ DENNIS J. FITZSIMONS
Dennis J. FitzSimons
/s/ JAY M. GROSSMAN
Jay M. Grossman
/s/ C. THOMAS MCMILLEN
C. Thomas McMillen
/s/ LISBETH MCNABB
Lisbeth McNabb
/s/ DENNIS A. MILLER
Dennis A. Miller
/s/ JOHN R. MUSE
John R. Muse
/s/ I. MARTIN POMPADUR
I. Martin Pompadur
Chairman and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
68
NEXSTAR MEDIA GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 238).................................................................
F-2
Consolidated Balance Sheets as of December 31, 2021 and 2020...................................................................................................
F-4
Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2021, 2020 and 2019....
F-5
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019 ..............
F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 ................................................
F-7
Notes to Consolidated Financial Statements
Note 1: Organization and Business Operations ..................................................................................................................
Note 2: Summary of Significant Accounting Policies ........................................................................................................
Note 3: Acquisitions and Dispositions................................................................................................................................
Note 4: Property and Equipment.........................................................................................................................................
Note 5: Intangible Assets and Goodwill .............................................................................................................................
Note 6: Investments.............................................................................................................................................................
Note 7: Accrued Expenses ..................................................................................................................................................
Note 8: Debt ........................................................................................................................................................................
Note 9: Leases .....................................................................................................................................................................
Note 10: Retirement and Postretirement Plans ...................................................................................................................
Note 11: Fair Value Measurements.....................................................................................................................................
Note 12: Common Stock.....................................................................................................................................................
Note 13: Stock-Based Compensation..................................................................................................................................
Note 14: Income Taxes .......................................................................................................................................................
Note 15: FCC Regulatory Matters ......................................................................................................................................
Note 16: Commitments and Contingencies.........................................................................................................................
Note 17: Segment Data ......................................................................................................................................................
Note 18: Valuation and Qualifying Accounts.....................................................................................................................
Note 19: Subsequent Events................................................................................................................................................
F-8
F-8
F-18
F-23
F-24
F-25
F-26
F-27
F-30
F-31
F-35
F-36
F-37
F-38
F-41
F-42
F-45
F-47
F-47
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Nexstar Media Group, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Nexstar Media Group, Inc. and its subsidiaries (the “Company”) as
of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive income, of changes in
stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also in
our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s
Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to
error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Uncertain Tax Position Related to the Chicago Cubs Transactions
As described in Notes 14 and 16 to the consolidated financial statements, the Company has recorded liabilities for uncertain tax
positions of $32.8 million as of December 31, 2021. As disclosed by management, the estimate of the Company's tax liabilities
relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of
complex tax laws and regulations. On June 28, 2016, the Internal Revenue Service (“IRS”) issued Tribune Media Company (a
subsidiary of the Company, “Tribune”) a Notice of Deficiency which presented the IRS’s position that a gain with respect to a
contribution of certain assets and liabilities related to the businesses of the Chicago Cubs Major League Baseball franchise (“the
Chicago Cubs Transactions”) should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a $182.0
million tax and a $73.0 million gross valuation misstatement penalty. After-tax interest on the aforementioned proposed tax and
penalty through December 31, 2021 would be approximately $136.0 million. During the third quarter of 2016, Tribune filed a petition
in U.S. Tax Court to contest the IRS’s determination. On October 26, 2021, the Tax Court issued an opinion related to the Chicago
Cubs Transactions, which held that Tribune’s structure was, in substantial part, in compliance with partnership provisions of the
Internal Revenue Code (“IRC”) and, as a result, did not trigger the entire 2009 taxable gain proposed by the IRS. As of December 31,
2021, management believes the tax impact of applying the Tax Court opinion is not material to the Company’s Consolidated Financial
Statements.
The principal considerations for our determination that performing procedures relating to the uncertain tax position related to the
Chicago Cubs Transactions is a critical audit matter are (i) the significant judgment by management when assessing the measurement
of the uncertain tax position related to the Chicago Cubs Transactions; (ii) a high degree of auditor judgment, subjectivity, and effort
in performing procedures and evaluating the audit evidence related to the measurement of the uncertain tax position related to the
Chicago Cubs Transactions; (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls related to measurement of the
uncertain tax position related to the Chicago Cubs Transactions. These procedures also included, among others (i) testing the
information used in the calculation of the liability for the uncertain tax position related to the Chicago Cubs Transactions, including
federal filing positions and the related final tax returns; (ii) testing the calculation of the liability for the uncertain tax position related
to the Chicago Cubs Transactions, including management’s assessment of the technical merits of the tax position; (iii) testing
management’s assessment of the possible outcomes of the uncertain tax position related to the Chicago Cubs Transactions; and (iv)
evaluating the status and results of income tax audits with the relevant tax authorities. Professionals with specialized skill and
knowledge were used to assist in the evaluation of the measurement of the uncertain tax position related to the Chicago Cubs
Transactions, including evaluating the reasonableness of management’s assessment of the amount of potential tax benefit to be
realized, and the application of relevant tax laws.
/s/ PricewaterhouseCoopers LLP
Dallas, Texas
February 28, 2022
We have served as the Company’s auditor since 1997.
F-3
NEXSTAR MEDIA GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except for share and per share information)
Current assets:
ASSETS
Cash and cash equivalents
Restricted cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $23,129 and $34,922, respectively
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
FCC licenses
Network affiliation agreements, net
Other intangible assets, net
Investments
Assets held for sale, net
Other noncurrent assets, net
Total assets(1)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of debt
Accounts payable
Broadcast rights payable
Accrued expenses
Operating lease liabilities
Other current liabilities
Total current liabilities
Debt
Deferred tax liabilities
Other noncurrent liabilities
Total liabilities(1)
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of
December 31, 2021 and December 31, 2020
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 47,291,463 shares issued,
40,757,429 shares outstanding as of December 31, 2021 and 47,291,463 shares issued, 43,256,828
shares outstanding as of December 31, 2020
Class B Common stock - $0.01 par value, 20,000,000 shares authorized; none issued and outstanding
at each of December 31, 2021 and December 31, 2020
Class C Common stock - $0.01 par value, 5,000,000 shares authorized; none issued and outstanding at
each of December 31, 2021 and December 31, 2020
Additional paid-in capital
Accumulated other comprehensive income
Retained earnings
Treasury stock - at cost; 6,534,034 and 4,034,635 shares as of December 31, 2021 and December 31,
2020, respectively
Total Nexstar Media Group, Inc. stockholders’ equity
Noncontrolling interests
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2021
2020
$
$
$
190,868 $
15,626
1,021,051
185,174
1,412,719
1,512,470
3,051,661
2,910,251
2,060,183
656,950
1,218,791
45,250
396,187
13,264,462
$
47,170 $
248,183
76,878
315,946
42,843
56,274
787,294
7,367,956
1,728,508
523,277
10,407,035
-
473
-
-
1,311,054
141,650
2,204,152
(806,990)
2,850,339
7,088
2,857,427
13,264,462
$
$
152,701
16,608
904,801
135,872
1,209,982
1,604,881
2,984,008
2,909,704
2,250,283
688,918
1,333,778
4,524
418,198
13,404,276
21,429
218,418
105,557
307,192
35,850
42,442
730,888
7,646,574
1,674,008
815,930
10,867,400
-
473
-
-
1,362,510
34,510
1,488,031
(367,132)
2,518,392
18,484
2,536,876
13,404,276
The accompanying Notes are an integral part of these Consolidated Financial Statements.
(1)
The consolidated total assets as of December 31, 2021 and 2020 include certain assets held by consolidated VIEs of $309.7 million and $323.2 million,
respectively, which are not available to be used to settle the obligations of Nexstar. The consolidated total liabilities as of December 31, 2021 and 2020
include certain liabilities of consolidated VIEs of $168.0 million and $142.6 million, respectively, for which the creditors of the VIEs have no recourse
to the general credit of Nexstar. See Note 2 for additional information.
F-4
NEXSTAR MEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands, except per share information)
Net revenue
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization
Selling, general and administrative expenses, excluding depreciation and amortization
Amortization of broadcast rights
Amortization of intangible assets
Depreciation of property and equipment
Reimbursement from the FCC related to station repack
Assets held for sale impairment
Goodwill and intangible assets impairment
Gain on disposal of stations and business units, net
Change in the estimated fair value of contingent consideration attributable to a past merger
Gain on relinquishment of spectrum
Total operating expenses
Income from operations
Income from equity method investments, net
Interest expense, net
Loss on extinguishment of debt
Pension and other postretirement plans credit, net
Other expenses, net
Income before income taxes
Income tax expense
Net income
Net loss (income) attributable to noncontrolling interests
Net income attributable to Nexstar Media Group, Inc.
Net income per common share attributable to Nexstar Media Group, Inc.:
Basic
Diluted
Weighted average number of common shares outstanding:
Basic
Diluted
Years Ended December 31,
2021
4,648,371
$
2020
4,501,269
2019
$ 3,039,324
$
1,862,399
1,024,247
121,068
300,912
166,565
(19,735)
23,046
-
(2,755)
(2,769)
-
3,472,978
1,175,393
124,580
(282,651)
(3,213)
80,936
(1,731)
1,093,314
(262,878)
830,436
4,132
834,568
19.81
18.98
42,133
43,982
$
$
$
1,720,520
912,057
137,490
279,710
147,688
(57,261)
-
-
(7,473)
3,933
(10,791)
3,125,873
1,375,396
70,154
(335,303)
(50,745)
46,010
(944)
1,104,568
(296,508)
808,060
3,381
811,441
18.06
17.37
44,921
46,720
$
$
$
1,348,632
729,981
85,018
200,317
123,375
(70,356)
-
63,317
(96,091)
-
-
2,384,193
655,131
17,925
(304,350)
(10,301)
15,600
(684)
373,321
(137,026)
236,295
(6,036)
230,259
5.01
4.80
45,986
47,923
$
$
$
Net income
Other comprehensive income:
Change in unrecognized amounts included in pension and other postretirement benefit
obligations, net of tax expense of $36,710 in 2021, $5,007 in 2020, and $11,723 in 2019
Total comprehensive income
Total comprehensive (income) loss attributable to noncontrolling interests
Total comprehensive income attributable to Nexstar Media Group, Inc.
$
830,436
$
808,060
$
236,295
107,140
937,576
4,132
941,708
$
14,611
822,671
3,381
826,052
$
34,166
270,461
(6,036)
264,425
$
The accompanying Notes are an integral part of these Consolidated Financial Statements.
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B
NEXSTAR MEDIA GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets
Amortization of broadcast rights
Depreciation of property and equipment
Goodwill and intangible assets impairment
Assets held for sale impairment
Stock-based compensation expense
Provision for bad debt
Amortization of debt financing costs, debt discounts and premium
Loss on extinguishment of debt
(Gain) loss on asset disposal, net
Deferred income taxes
Gain on relinquishment of spectrum
Gain on disposal of stations and business units, net
Change in the estimated fair value of contingent consideration attributable to a past merger
Spectrum repack reimbursements
Payments for broadcast rights
Income from equity method investments, net
Unrealized gain on an equity investment measured at fair value
Loss on write-off of an equity investment
Distribution from equity method investments - return on capital
Other operating activities, net
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable
Prepaid expenses and other current assets
Other noncurrent assets
Accounts payable
Accrued expenses and other current liabilities
Income tax payable
Other noncurrent liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of property and equipment
Payments for acquisitions, net of cash acquired
Proceeds from sale of stations and business units
Deposits received associated with the sale of real estate assets
Proceeds from resolution of acquired contingency
Spectrum repack reimbursements
Collection of (payment for) investment in a loan receivable
Proceeds from disposals of assets
Acquisition of investments in equity securities
Distribution from an equity investment - return of capital
Deconsolidation of the cash of Marshall
Other investing activities, net
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from debt issuance, net of debt discounts
Repayments of long-term debt
Premium paid on debt extinguishment
Payments for debt financing costs
Purchase of treasury stock
Common stock dividends paid
Payments for finance lease
Payments for capitalized software obligations
Cash paid for shares withheld for taxes
Proceeds from exercise of stock options
Purchase of noncontrolling interests
Other financing activities, net
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Supplemental information:
Interest paid
Income taxes paid, net of refunds
Non-cash investing and financing activities:
Accrued purchases of property and equipment
Noncash purchases of property and equipment
Right-of-use assets obtained in exchange for operating lease obligations(1)
Relinquishment of spectrum asset and derecognition of liability to surrender spectrum asset
Years Ended December 31,
2021
2020
2019
$
830,436
$
808,060
$
236,295
300,912
121,068
166,565
-
23,046
46,703
9,751
14,979
3,213
(6,214)
5,173
-
(2,755)
(2,769)
(19,735)
(167,378)
(124,580)
(4,917)
7,000
239,470
(1,643)
(118,600)
(5,460)
35,176
27,715
4,287
(48,298)
(118,302)
1,214,843
(150,761)
(138,374)
2,514
13,500
-
19,735
2,500
17,583
-
2,659
-
(1,456)
(232,100)
321,000
(590,179)
-
(953)
(536,796)
(118,209)
(1,008)
(17,075)
(10,884)
8,246
-
300
(945,558)
37,185
169,309
206,494
273,201
319,851
5,849
5,101
45,036
-
$
$
$
$
$
$
$
279,710
137,490
147,688
-
-
48,274
30,046
17,228
50,745
4,777
(43,640)
(10,791)
(7,473)
3,933
(57,261)
(193,586)
(70,154)
-
-
223,682
(2,402)
(16,055)
4,960
13,615
53,666
(83,745)
(11,271)
(73,326)
1,254,170
(217,038)
(386,381)
362,803
-
98,000
57,261
49,014
2,644
(7,000)
-
-
947
(39,750)
1,327,000
(2,184,146)
(25,317)
(10,745)
(281,897)
(101,038)
(902)
(13,645)
(6,784)
4,824
(1,943)
804
(1,293,789)
(79,369)
248,678
169,309
324,347
351,715
7,041
20,342
30,977
77,962
$
$
$
$
$
$
$
200,317
85,018
123,375
63,317
-
38,620
12,972
11,577
10,301
3,985
(4,545)
-
(96,091)
-
(70,356)
(100,630)
(17,925)
-
-
15,256
53
2,176
9,344
(5,250)
49,903
40,540
(172,669)
(18,116)
417,467
(197,511)
(5,881,179)
1,352,958
-
-
70,356
(48,876)
4,451
-
2,205
(5,011)
452
(4,702,155)
5,523,481
(902,217)
(10,094)
(72,052)
(45,115)
(82,823)
(833)
(8,342)
(9,813)
2,403
(6,393)
49
4,388,251
103,563
145,115
248,678
250,663
315,051
25,705
-
125,496
52,002
$
$
$
$
$
$
$
_______________________________________________________
(1) Amounts for the year ended December 31, 2019 include the transition adjustment of $112.8 million for the adoption of ASC 842.
The accompanying Notes are an integral part of these Consolidated Financial Statements.
F-7
NEXSTAR MEDIA GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Organization and Business Operations
Nexstar Media Group, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Nexstar Media Inc. (formerly
known as Nexstar Inc. and Nexstar Broadcasting, Inc.), a Delaware corporation (collectively referred to as “Nexstar”, “we”, “our”,
“ours”, and “us”), is a television broadcasting and digital media company focused on the acquisition, development and operation of
television stations and interactive community websites and digital media services. As of December 31, 2021, we owned, operated,
programmed or provided sales and other services to 199 full power television stations and one AM radio station, including those
television stations owned by variable interest entities (“VIEs”), in 116 markets in 39 states and the District of Columbia. The stations
are affiliates of ABC, NBC, FOX, CBS, The CW, MyNetworkTV (“MNTV”), and other broadcast television networks. As of
December 31, 2021, the stations reached approximately 39% of all U.S. television households (after applying the Federal
Communications Commission’s (“FCC”) ultra-high frequency (“UHF”) discount). Through various local service agreements, we
provided sales, programming, and other services to 35 television stations owned by consolidated VIEs and one television station
owned by an unconsolidated VIE. Nexstar also owns NewsNation (formerly WGN America), a live daily national news and general
entertainment cable network, two digital multicast networks and other multicast network services, various digital products, services
and content, a 31.3% ownership stake in Television Food Network, G.P. (“TV Food Network”), and a portfolio of real estate assets.
On April 16, 2021, Nexstar Inc. filed a Certificate of Amendment with the Secretary of State of Delaware to change its name to
Nexstar Media Inc.
Note 2: Summary of Significant Accounting Policies
Principles of Consolidation
The Consolidated Financial Statements include the accounts of Nexstar and the accounts of VIEs for which we are the primary
beneficiary (See “Variable Interest Entities” section below). Nexstar and the consolidated VIEs are collectively referred to as the
“Company.” Noncontrolling interests represent the VIE owners’ share of the equity in the consolidated VIEs and are presented as a
component separate from Nexstar’s stockholders’ equity. All intercompany account balances and transactions have been eliminated in
consolidation. Nexstar management evaluates each arrangement that may include variable interests and determines the need to
consolidate an entity where it determines Nexstar is the primary beneficiary of a VIE in accordance with related authoritative literature
and interpretive guidance.
Liquidity
The Company is leveraged, which makes it vulnerable to changes in general economic conditions. The Company’s ability to
repay or refinance its debt will depend on, among other things, financial, business, market, competitive and other conditions, many of
which are beyond the Company’s control. For instance, uncertainties surrounding the business outlook caused by the Coronavirus
Disease 2019 (“COVID-19”) pandemic. In March 2020, the World Health Organization declared COVID-19 a pandemic and the
United States government declared a national emergency. The ongoing effect of the COVID-19 pandemic had an adverse impact on
the Company’s financial results mostly in the first part of the second quarter in 2020. Since then, the Company’s business operations,
financial results and cash flows have significantly improved. In 2021, the mass distribution of COVID-19 vaccines, the U.S.
government’s stimulus programs, the reopening of states for business and consumer spending by an increasingly vaccinated public
drove the continued U.S. economic recovery.
In 2021, the Company continued to be profitable and continued to generate positive cash flows from its operations. Its financial
results in 2021 were also higher than the comparable prior year and its market capitalization continued to increase and exceed the
carrying amount of its equity by a substantial amount. These favorable financial results are reflective of the economic recovery as well
as the incremental operating results from the Company’s acquisitions in 2020 and 2021. Overall, the ongoing COVID-19 pandemic
did not have a material impact on the Company’s liquidity. As of December 31, 2021, the Company was in compliance with the
financial covenants contained in the amended credit agreements governing its senior secured credit facilities. The Company believes it
has sufficient unrestricted cash on hand, positive working capital, and availability to access additional cash under its revolving credit
facilities to meet its business operating requirements, its capital expenditures and to continue to service its debt for at least the next 12
months as of the filing date of this Annual Report on Form 10-K.
The extent to which the COVID-19 pandemic impacts the Company’s business, its results of operations and its financial
condition will depend on future developments, which remain highly uncertain and cannot be reasonably predicted, including future
surges and the severity of any resurgence of the virus, the length of time that the pandemic continues, current challenges to increase
vaccination rates in the U.S. and continued disruptions to supply chains.
F-8
Variable Interest Entities
Nexstar may determine that an entity is a VIE as a result of local service agreements entered into with an entity. The term local
service agreement generally refers to a contract between two separately owned television stations serving the same market, whereby
the owner-operator of one station contracts with the owner-operator of the other station to provide it with administrative, sales and
other services required for the operation of its station. Nevertheless, the owner-operator of each station retains control and
responsibility for the operation of its station, including ultimate responsibility over all programming broadcast on its station. A local
service agreement can be (1) a time brokerage agreement (“TBA”) or a local marketing agreement (“LMA”) which allows Nexstar to
program most of a station’s broadcast time, sell the station’s advertising time and retain the advertising revenue generated in exchange
for monthly payments, based on the station’s monthly operating expenses, (2) a shared services agreement (“SSA”) which allows the
Nexstar station in the market to provide services including news production, technical maintenance and security, in exchange for
Nexstar’s right to receive certain payments as described in the SSA, or (3) a joint sales agreement (“JSA”) which permits Nexstar to
sell certain of the station’s advertising time and retain a percentage of the related revenue, as described in the JSA.
Consolidated VIEs
Nexstar consolidates entities in which it is deemed under accounting principles generally accepted in the United States (“U.S.
GAAP”) to have controlling financial interests for financial reporting purposes as a result of (1) local service agreements Nexstar has
with the stations owned by these entities, (2) Nexstar’s guarantee of the obligations incurred under Mission Broadcasting, Inc.’s
(“Mission”) senior secured credit facility (see Note 8), (3) Nexstar having power over significant activities affecting these VIEs’
economic performance, including budgeting for advertising revenue, certain advertising sales and, in some cases, hiring and firing of
sales force personnel and (4) purchase options granted by each consolidated VIE which permit Nexstar to acquire the assets and
assume the liabilities of each of these VIEs’ stations, subject to FCC consent.
The following table summarizes the various local service agreements Nexstar had in effect as of December 31, 2021 with its
consolidated VIEs:
Mission
Owner
Service Agreements
TBA
SSA & JSA(1)(2)
White Knight Broadcasting (“White Knight”)
Vaughan Media, LLC (“Vaughan”)
____________________________________________
LMA(2)
SSA & JSA(3)
SSA & JSA
LMA
Full Power Stations
WFXP, KHMT and KFQX
KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC,
KSAN, WUTR, WAWV, WYOU, KODE, WTVO,
KTVE, WTVW, WVNY, WXXA, WLAJ, KMSS, KPEJ,
KLJB, KASY, KWBQ and KRWB
WNAC and WPIX
WVLA and KFXK
WBDT, WYTV and KTKA
KNVA
(1) On July 1, 2021, Mission executed JSAs with Nexstar for stations KMSS, KPEJ, KLJB, KASY, KWBQ and KRWB in addition to the
existing SSAs with these stations. Prior to entering these JSAs, Nexstar provided services to these stations under SSAs only.
(2) On June 17, 2021, Mission acquired WNAC-TV, the Fox-affiliated full power television station serving the Providence, Rhode Island
market, from Super Towers, Inc. (“Super Towers”). Mission also assumed the existing LMA with Nexstar for WNAC. On May 24, 2021,
Mission acquired the license assets of television station KGBT-TV serving the Harlingen-Weslaco-Brownsville-McAllen, Texas market
from Sinclair Broadcast Group, Inc. (“Sinclair”) and executed a JSA on July 1, 2021 and an SSA with Nexstar for the station. The total
price for both transactions was $8.4 million in cash. On September 15, 2021, Nexstar acquired KGBT-TV’s license assets from Mission
for the same price Mission paid Sinclair. Effective September 15, 2021, KGBT-TV is no longer a VIE and the JSA and SSA were
terminated.
(3) On October 1, 2021, Nexstar acquired television station KSHV serving the Shreveport, Louisiana market from White Knight for a
nominal price. Effective October 1, 2021, KSHV is no longer a VIE and the JSA and SSA between Nexstar and White Knight for the
station were terminated.
As Nexstar is the primary beneficiary of the television stations described above, the purchases of stations between parties within
the consolidated Nexstar group were deemed common control transactions in accordance with FASB ASC 805-50, “Business
Combinations—Common Control Transactions.” Therefore, the acquirer in those transactions recorded the net assets at historical
book values, rather than at estimated fair values. The excess of purchase price over carrying values of net assets was accounted for as
a net reduction to equity in the accompanying Consolidated Statements of Changes in Stockholders’ Equity. For financial reporting
purposes, Nexstar continued to include the stations’ net assets and financial results at historical amounts for all periods presented in
the accompanying Consolidated Financial Statements, except KGBT’s license assets were only included beginning on May 24, 2021.
F-9
On June 16, 2021, Mission granted Nexstar an option to purchase station WNAC from Mission, subject to FCC consent. On
July 1, 2021, Mission granted Nexstar options to purchase stations KMSS, KPEJ and KLJB from Mission, subject to FCC consent. As
of December 31, 2021, Nexstar has been granted an option to purchase each station owned by consolidated VIEs, subject to FCC
consent.
Nexstar’s ability to receive cash from Mission and the other consolidated VIEs is governed by the local service agreements.
Under these agreements, Nexstar has received substantially all of the consolidated VIEs’ available cash, after satisfaction of operating
costs and debt obligations. Nexstar anticipates it will continue to receive substantially all of the consolidated VIEs’ available cash,
after satisfaction of operating costs and debt obligations. In compliance with FCC regulations for all the parties, each VIE maintains
complete responsibility for and control over programming, finances, personnel and operations of its stations.
As of December 31, the carrying amounts and classification of the assets and liabilities, excluding intercompany amounts, of the
VIEs which have been included in the Consolidated Balance Sheets were as follows (in thousands):
2021
2020
Current assets:
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Goodwill
FCC licenses
Network affiliation agreements, net
Other intangible assets, net
Other noncurrent assets, net
Total assets
Current liabilities:
Current portion of debt
Interest payable
Other current liabilities
Total current liabilities
Debt
Deferred tax liabilities
Other noncurrent liabilities
Total liabilities
$
$
$
$
9,226
21,114
10,312
40,652
57,456
150,500
200,412
84,850
260
85,449
619,579
3,000
678
33,711
37,389
355,489
41,783
92,552
527,213
$
$
$
$
9,066
19,800
6,726
35,592
61,938
153,704
204,720
93,466
748
78,580
628,748
-
495
30,335
30,830
327,000
29,433
82,821
470,084
As of December 31, the following are assets of consolidated VIEs, excluding intercompany amounts, that are not available to
settle the obligations of Nexstar and the liabilities of consolidated VIEs, excluding intercompany amounts, for which their creditors do
not have recourse to the general credit of Nexstar (in thousands):
2021
2020
Current assets
Property and equipment, net
Goodwill
FCC licenses
Network affiliation agreements, net
Other noncurrent assets, net
Total assets
Current liabilities
Noncurrent liabilities
Total liabilities
5,080
12,213
62,237
200,412
28,476
1,328
309,746
33,711
134,335
168,046
$
$
$
$
4,402
16,137
63,795
204,720
31,571
2,568
323,193
30,335
112,254
142,589
$
$
$
$
F-10
Non-Consolidated VIEs
Nexstar has an outsourcing agreement with Cunningham Broadcasting Corporation (“Cunningham”), which continues through
December 31, 2023. Under the outsourcing agreement, Nexstar provides certain engineering, production, sales and administrative
services for WYZZ, the FOX affiliate in the Peoria, Illinois market, through WMBD, the Nexstar television station in that market.
During the term of the outsourcing agreement, Nexstar retains the broadcasting revenue and related expenses of WYZZ and is
obligated to pay a monthly fee to Cunningham based on the combined operating cash flow of WMBD and WYZZ, as defined in the
agreement.
Nexstar has determined that it has a variable interest in WYZZ. Nexstar has evaluated its arrangements with Cunningham and
has determined that it is not the primary beneficiary of the variable interest in this station because it does not have the ultimate power
to direct the activities that most significantly impact the station’s economic performance, including developing the annual operating
budget, programming and oversight and control of sales management personnel. Therefore, Nexstar has not consolidated WYZZ
under authoritative guidance related to the consolidation of VIEs. Under the outsourcing agreement for WYZZ, Nexstar pays for
certain operating expenses, and therefore may have unlimited exposure to any potential operating losses. Nexstar’s management
believes that Nexstar’s minimum exposure to loss under the WYZZ agreement consists of the fees paid to Cunningham. Additionally,
Nexstar indemnifies the owners of Cunningham from and against all liability and claims arising out of or resulting from its activities,
acts or omissions in connection with the agreement. The maximum potential amount of future payments Nexstar could be required to
make for such indemnification is undeterminable at this time. There were no significant transactions arising from Nexstar’s
outsourcing agreement with Cunningham. Cunningham does not guarantee Nexstar’s debt.
Basis of Presentation
Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These
reclassifications had no effect on net income or stockholders’ equity as previously reported.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and use
assumptions that affect the reported amounts of assets and liabilities and the disclosure for contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses during the reporting period. The more significant
estimates made by management include, but are not limited to, those relating to allowance for doubtful accounts, valuation of assets
acquired and liabilities assumed in business combinations, distribution revenue recognized, income taxes, the recoverability of
goodwill, FCC licenses and long-lived assets, pension and postretirement obligations, the recoverability of investments, the
recoverability of broadcast rights and the useful lives of property and equipment and intangible assets. As of December 31, 2021, the
Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or revision of
the carrying value of its assets or liabilities. However, these estimates and judgments may change as new events occur and additional
information is obtained, which may result in changes being recognized in the Company’s consolidated financial statements in future
periods. While the Company considered the effects of COVID-19 in its estimates and assumptions, due to the current level of
uncertainty over the economic and operational impacts of COVID-19 on its business, there may be other judgments and assumptions
that were not currently considered. Such judgments and assumptions could result in a meaningful impact on the Company’s
consolidated financial statements in future periods. Actual results could differ from those estimates and any such differences may have
a material impact on the Company’s consolidated financial statements.
Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original maturity of ninety days or less to be cash
equivalents.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s accounts receivable consist primarily of billings to its customers for advertising broadcast on its stations or
placed on its websites, for retransmission consent or network carriage by cable or satellite operators, and for digital publishing and
content management, digital video advertising, social media advertising and related services. Trade receivables normally have terms
of 30 days and the Company has no interest provision for customer accounts that are past due. The Company maintains an allowance
for estimated losses resulting from the inability of customers to make required payments. Management periodically evaluates the
collectability of accounts receivable based on a combination of factors, including customer payment history, known customer
circumstances, the overall aging of customer balances and trends. In circumstances where management is aware of a specific
customer’s inability to meet its financial obligations, an allowance is recorded to reduce the receivable amount to an amount estimated
to be collectable.
F-11
Concentration of Credit Risk
Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and
cash equivalents, restricted cash, and accounts receivable. Cash deposits are maintained with several financial institutions. Deposits
held with banks may exceed the amount of insurance provided on such deposits; however, the Company believes these deposits are
maintained with financial institutions of reputable credit and are not subject to any unusual credit risk. A significant portion of the
Company’s accounts receivable is due from local and national advertising agencies. The Company does not require collateral from its
customers but maintains reserves for potential credit losses. Management believes that the allowance for doubtful accounts is
adequate, but if the financial condition of the Company’s customers were to deteriorate, additional allowances may be required. The
Company has not experienced significant losses related to receivables from individual customers or by geographical area.
Revenue Recognition
The Company recognizes revenues when control of the promised goods or services is transferred to the Company’s customers in
an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The
Company’s revenue is primarily derived from the sale of advertising and the compensation received from traditional multichannel
video programming distributors (“MVPDs”), such as cable and satellite providers, as well as online video distributors (“OVDs”),
companies that provide video content through internet streaming, in return for the Company’s consent to the retransmission of the
signals of its television stations or the carriage of NewsNation. Total revenue includes advertising revenue, distribution revenue,
digital revenue and other broadcast related revenues. The Company’s contracts with customers may include multiple performance
obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative standalone
selling price, which is generally determined based on the price charged to customers. The Company also determines whether gross or
net presentation is appropriate based on its relationship in the applicable transaction with its ultimate customer. Any amounts paid by
customers but not earned as of the balance sheet date are recorded as a contract liability (deferred revenue). The lag between billing
the customers and when the payment is due is not significant.
Advertising Revenues—The Company generates revenue by delivering advertising on the Company’s television stations, cable
network, digital multicast network services and radio station. The advertising contracts are short-term in nature and include a number
of spots that are delivered over the term of the arrangement. For broadcast of commercials (local and national advertising, or core
advertising, and political advertising), the performance obligation is identified at the contract level as it represents a promise to deliver
an agreed number of spots, an agreed price per spot and other specifications. Each performance obligation is satisfied over time as the
advertiser receives and consumes benefits when its commercial is aired. For station digital advertising, the performance obligation is a
station’s promise to place an advertisement on its website and is satisfied either based on impressions or the placement of ads over an
agreed period of time. Advertising revenue is recognized, for the amount the Company is entitled to receive, when the advertisements
are broadcast or delivered on the stations’ websites.
Distribution Revenues—The Company’s retransmission consent and carriage agreements with MVPDs and OVDs generally
have a three-year term and provide revenue based on a monthly amount the Company is entitled to receive per subscriber. These
revenues are considered arising from the licensing of functional intellectual property. As such, the Company applies the exception for
sales- or usage-based royalty for the accounting of variable consideration and recognizes revenue (distribution revenue) at the point in
time the broadcast signal is delivered to the distributors. The distributors report their subscriber numbers to the Company on a 30- to
60-day lag, which coincides with their payment of the fees due to the Company. Prior to receiving the report, the Company records
revenue based on an estimated number of subscribers and the monthly amount the Company is entitled to receive per subscriber.
Adjustments associated with the resolution of such estimates have, historically, been inconsequential.
Other Digital Revenues—Revenue from the Company’s other digital businesses includes revenue from video and display
advertising platforms that are delivered locally or nationally through our own and various third party websites and mobile
applications, a consumer product reviews platform, and other digital media solutions to media publishers and advertisers. Revenue is
recognized at the time advertising is delivered or upon performance of services. The Company applies the right to invoice practical
expedient to certain transactions where the invoice amount corresponds directly with the value to its customers. Most of the
arrangements with customers are short-term in nature.
Contract Costs—The Company does not capitalize costs incurred to obtain contracts for advertising due to their short-term
nature. Additionally, the incremental benefit from efforts in acquiring these contracts is not considered significant. Thus, the Company
records sales commissions as an expense when incurred.
Contract Liabilities—The Company’s contract liabilities, which are included in its Consolidated Financial Statements as other
current liabilities, consist primarily of customer payments received for products or services before the transfer of control to the
customer occurs (deferred revenue). The performance primarily involves the delivery of advertisements to the customers.
F-12
The Company does not disclose the value of unsatisfied performance obligations on its contracts with customers because they
are either (i) contracts with an original expected term of one year or less, (ii) contracts for which the sales- or usage-based royalty
exception was applied, or (iii) contracts for which revenue is recognized in proportion to the amount the Company has the right to
invoice for services performed.
See Note 17 for disaggregated revenue information.
Assets Held for Sale, Net
The Company considers assets to be held for sale when management commits to a formal plan to actively market the assets for
sale at a price reasonable in relation to fair value, the asset is available for immediate sale in its present condition, an active program to
locate a buyer and other actions required to complete the sale have been initiated, the sale of the asset and the transfer is expected to be
completed within one year and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, the
Company records the carrying value of the asset at the lower of its carrying value or its estimated fair value, less costs to sell. In
accordance with generally accepted accounting principles, assets held for sale are not depreciated or amortized.
In the fourth quarter of 2021, certain non-depreciable real estate property located in Chicago was classified as held for sale due
to the expected consummation of a contract to sell within one year. As of December 31, 2021, the property’s previous carrying amount
of $68.3 million was written down to its estimated fair value, less estimated cost to sell, of $45.3 million, resulting in a $23.0 million
impairment charge.
Investments
The Company accounts for investments in which it owns at least 20% of an investee’s voting securities or has significant
influence over an investee under the equity method of accounting. The Company records equity method investments at cost. For
investments acquired in a business combination, the cost is the estimated fair value allocated to the investment. The amounts initially
recognized are subsequently adjusted for the Company’s appropriate share of the net earnings or losses of the investee. The Company
records any investee losses up to the carrying amount of the investment plus any advances and loans made to the investee and any
financial guarantees made on behalf of the investee. The Company recognizes its share in earnings and losses of the investee as
“Income from equity method investments, net” in the Consolidated Statements of Operations and Comprehensive Income.
Investments are also increased by contributions made to and decreased by distributions from the investee. The Company evaluates
equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts of such
investments may be impaired. The Company evaluates equity method investments for other-than temporary impairment (“OTTI”) on
at least a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation. For the years ended
December 31, 2021, 2020 and 2019, the Company did not identify any impairments on its investments. See Note 6 for additional
information.
Leases
The Company determines if a contract is an operating lease or a finance lease at inception for which a right-of-use (“ROU”)
asset and a lease liability is recognized. At the commencement date of the lease, ROU assets and lease liabilities are both measured
and recorded at the present value of the future lease payments over the lease term. The lease payments exclude any executory costs as
they are not significant. The lease term may include options to extend or terminate the lease when it is reasonably certain that the
Company will exercise that option. When determining if a renewal option is reasonably certain of being exercised, the Company
considers several factors, including but not limited to the significance of leasehold improvements incurred on the property, whether
the asset is difficult to replace, and specific characteristics unique to the particular lease that would make it reasonably certain that the
Company would exercise such option. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing
rate was used based on the information available at the commencement date in determining the present value of future lease payments.
The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy
the scheduled lease liability payment streams commensurate with the lease term. ROU assets and lease liabilities arising from
operating leases are included in other noncurrent assets, other current liabilities and other noncurrent liabilities in the accompanying
Consolidated Balance Sheets. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
See Note 9 for additional disclosures on leases as of December 31, 2021.
F-13
Broadcast Rights and Broadcast Rights Payable
The Company records broadcast rights contracts as an asset and a liability when the following criteria are met: (1) the license
period has begun, (2) the cost of each program is known or reasonably determinable, (3) the program material has been accepted in
accordance with the license agreement, and (4) the program is produced and available for broadcast. Broadcast rights are initially
recorded at the contract cost and are amortized on a straight-line basis over the period the programming airs. The current portion of
broadcast rights represents those rights available for broadcast which will be amortized in the succeeding year. The Company
periodically evaluates the net realizable value, calculated using the average historical rates for the programs or the time periods the
programming will air, of broadcast rights and adjusts the amortization for any deficiency calculated.
Property and Equipment, Net
Property and equipment is stated at cost or at estimated fair value if acquired through a business combination. The cost and
related accumulated depreciation applicable to assets sold or retired are removed from the accounts and the gain or loss on disposition
is recognized. Major renewals and betterments are capitalized, and ordinary repairs and maintenance are charged to expense in the
period incurred. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets (see Note 4).
Intangible Assets, Net
Intangible assets consist primarily of goodwill, FCC licenses, network affiliation agreements, developed technology, brand
value and customer relationships arising from acquisitions.
The Company accounts for acquired businesses using the acquisition method of accounting, which requires that purchase prices,
including any contingent consideration, are measured at acquisition date fair values. These purchase prices are allocated to the assets
acquired and liabilities assumed at estimated fair values at the date of acquisition using various valuation techniques, including the
income approach, such as discounted projected cash flows, the cost approach and other.
The estimated fair value of an FCC license acquired in a business combination is calculated using a discounted projected cash
flow model referred to as the Greenfield Method. The Greenfield Method attempts to isolate the income that is attributable to the
license alone. This approach is based upon modeling a hypothetical start-up station and building it up to a normalized operation that,
by design, lacks an affiliation with a network (commonly known as an independent station), lacks inherent goodwill and whose other
assets have essentially been added as part of the build-up process. The Greenfield Method assumes annual cash flows over a
projection period model. Inputs to this model include, but are not limited to, (i) a four-year build-up period for a start-up station to
reach a normalized state of operations, (ii) market long-term growth rate over a projection period, (iii) estimated market revenue share
for a typical market participant without a network affiliation, (iv) estimated profit margins based on industry data, (v) capital
expenditures based on the size of market and the type of station being constructed, (vi) estimated tax rates in the appropriate
jurisdiction, and (vii) an estimated discount rate using a weighted average cost of capital analysis. The Greenfield Method also
includes an estimated terminal value by discounting an estimated annual cash flow with an estimated long-term growth rate.
The assumptions used in estimating the fair value of a network affiliation agreement acquired in a business combination are
similar to those used in the valuation of an FCC license. The Greenfield Method is also utilized in the valuation of network affiliation
agreements except that the estimated market revenue share, estimated profit margins, capital expenditures and other assumptions
reflect a market participant premium based on the programming of a network affiliate relative to an independent station. This
approach would result in an estimated fair value of the collective FCC license and a network affiliation agreement. The excess of the
estimated fair value in this model over the estimated value of an FCC license of an independent station under the Greenfield Method
represents the estimated fair value of a network affiliation agreement.
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired. During the
measurement period, which may be up to one year from the acquisition date of a business, the Company records adjustments related to
the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period
or final determination of the values of assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are
recognized in the Company’s Consolidated Statements of Operations and Comprehensive Income.
F-14
The Company’s goodwill and FCC licenses are considered to be indefinite-lived intangible assets and are not amortized but are
tested for impairment annually in the Company’s fourth quarter, or more frequently if events or changes in circumstances indicate that
such assets might be impaired. The use of an indefinite life for FCC licenses contemplates the Company’s historical ability to renew
its licenses such that renewals generally may be obtained indefinitely and at little cost. Therefore, cash flows derived from the FCC
licenses are expected to continue indefinitely. Network affiliation agreements are subject to amortization computed on a straight-line
basis over the estimated useful life of 15 years. The 15-year life assumes affiliation contracts will be renewed upon expiration.
Changes in the likelihood of renewal could require a change in the useful life of such assets and cause an acceleration of amortization.
The Company evaluates the remaining lives of its network affiliations whenever changes occur in the likelihood of affiliation contract
renewals, and at least on an annual basis.
For purposes of goodwill impairment tests, the Company has one aggregated television stations reporting unit, because of the
stations’ similar economic characteristics, one cable network reporting unit, and two digital business reporting units. The Company’s
impairment review for FCC licenses is performed at the television station market level.
The Company first assesses the qualitative factors to determine the likelihood of the goodwill and FCC licenses being impaired.
The qualitative analysis includes, but is not limited to, assessing the changes in macroeconomic conditions, regulatory environment,
industry and market conditions, and the financial performance versus budget of the reporting units, as well as any other events or
circumstances specific to the reporting units or the FCC licenses. If it is more likely than not that the fair value of a reporting unit’s
goodwill or a station’s FCC license is greater than its carrying amount, no further testing will be required. Otherwise, the Company
will apply the quantitative impairment test method.
The quantitative impairment test for goodwill is performed by comparing the fair value of a reporting unit with its carrying
amount. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired and no further testing is required. If
the fair value of the reporting unit is less than the carrying value, an impairment charge is recognized for the amount by which the
carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill
allocated to that reporting unit. The quantitative impairment test for FCC licenses consists of a market-by-market comparison of the
carrying amounts of FCC licenses with their fair value, using the Greenfield Method of discounted cash flow analysis. An impairment
is recorded when the carrying value of an FCC license exceeds its fair value.
Determining the fair value of reporting units and FCC licenses requires management to make judgments about assumptions and
estimates that are highly subjective and that are based on unobservable inputs. The actual results may differ from these assumptions
and estimates, and it is possible that such differences could have a material impact on the Company’s Consolidated Financial
Statements. In addition to the various inputs (e.g. revenue growth, operating profit margins, capital expenditures, discount rates) used
to calculate the fair value of reporting units, the Company evaluates the reasonableness of its assumptions by comparing the total fair
value of all its reporting units to its total market capitalization and by comparing the fair values of its reporting units to recent market
sale transactions.
The Company tests finite-lived intangible assets and other long-lived assets to be held and used for impairment whenever events
or changes in circumstances indicate that their carrying amount may not be recoverable, relying on certain factors, including operating
results, business plans, economic projections and anticipated future cash flows. The carrying value of a long-lived asset or asset group
is considered impaired when the projected future undiscounted cash flows to be generated from the asset or asset group over its
remaining life are less than its carrying value. The Company measures impairment based on the amount by which the carrying value
exceeds the estimated fair value of the long-lived asset or asset group. The fair value is determined primarily by using the projected
future cash flows discounted at a rate commensurate with the risk involved as well as market valuations.
Debt Financing Costs
Debt financing costs represent direct costs incurred to obtain long-term financing and are amortized to interest expense over the
term of the related debt using the effective interest method. Previously capitalized debt financing costs are expensed and included in
loss on extinguishment of debt if the Company determines that there has been a substantial modification of the related debt. Debt
financing costs related to term loans and senior unsecured notes are combined with debt discounts and presented as a direct deduction
from the carrying amount of debt. Debt financing costs related to revolving credit facilities are included in other noncurrent assets.
Comprehensive Income
The Company’s comprehensive income consists of net income and unrecognized actuarial gains and losses on its pension and
postretirement liabilities, net of income tax adjustments.
F-15
Advertising Expense
The cost of advertising is expensed as incurred. The Company incurred advertising costs in the amount of $20.5 million, $14.9
million, and $8.9 million for the years ended December 31, 2021, 2020 and 2019, respectively.
Pension plans and postretirement benefits
A determination of the liabilities and cost of Nexstar’s pension and other postretirement plans requires the use of assumptions.
The actuarial assumptions used in the pension and postretirement reporting are reviewed annually with independent actuaries and are
compared with external benchmarks, historical trends and Nexstar’s own experience to determine that its assumptions are reasonable.
The assumptions used in developing the required estimates include the following key factors: discount rates, expected return on plan
assets, mortality rates, retirement rates and expected contributions. The amount by which the projected benefit obligation exceeds the
fair value of the pension plan assets is recorded in other noncurrent liabilities in the accompanying Consolidated Balance Sheets.
The net periodic benefit credit, which consists of interest costs and expected return on plan assets, is disclosed on a separate line
item below income from operations in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Stock-Based Compensation
Nexstar maintains stock-based employee and non-employee compensation plans which are described more fully in Note 13.
The Company calculates the grant-date fair value of employee and non-employee stock options using the Black-Scholes model. The
fair values of time-based and performance-based restricted stock units are based on the number of shares awarded and market price of
the stock on the date of award. These amounts are recognized into selling, general and administrative expense over the vesting period
of the options and the time-based restricted stock units, and for performance-based restricted stock units, when it is probable that the
performance conditions will be achieved. The excess or shortage of tax deductions over the compensation cost of stock-based
payments is recognized as income tax benefit or income tax expense, respectively.
Income Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax
assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and tax basis of
assets and liabilities. A valuation allowance is applied against net deferred tax assets if, based on the weight of available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized. Nexstar and its subsidiaries file a consolidated
federal income tax return. Mission, White Knight and 54 Broadcasting, Inc. (a subsidiary of Vaughan and owner of station KNVA)
file their own separate federal income tax returns. Vaughan is a disregarded entity for tax purposes and does not incur tax within the
consolidated financial statements.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities. The determination is based on the technical merits of the position and presumes
that each uncertain tax position will be examined by the relevant taxing authority that has full knowledge of all relevant information.
The Company recognizes interest and penalties relating to income taxes within income tax expense.
Income Per Share
Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding
during the period. Diluted income per share is computed using the weighted-average number of common shares and potentially
dilutive common shares outstanding during the period. Potentially dilutive common shares are calculated using the treasury stock
method. They consist of stock options and restricted stock units outstanding during the period and reflect the potential dilution that
could occur if common shares were issued upon exercise of stock options and vesting of restricted stock units. The following table
shows the amounts used in computing the Company’s diluted shares during the years ended December 31 (in thousands):
Weighted average shares outstanding - basic
Dilutive effect of equity incentive plan instruments
Weighted average shares outstanding - diluted
42,133
1,849
43,982
44,921
1,799
46,720
45,986
1,937
47,923
2021
2020
2019
F-16
The Company has outstanding stock options and restricted stock units to acquire zero, 122,000 and 8,000 weighted average
shares of common stock for the years ended December 31, 2021, 2020 and 2019, respectively, the effects of which are excluded from
the calculation of dilutive income per share, as their inclusion would have been anti-dilutive for the periods presented.
Segment Presentation
The Company assesses its operating segments in accordance with ASC Topic 280, “Segment Reporting.” Nexstar operates in
one reportable broadcast segment. The other activities of the Company include corporate functions, the management of certain real
estate assets, including revenues from leasing certain owned office and production facilities, digital businesses and eliminations. See
Note 17 for additional segment information.
Recent Accounting Pronouncements
New Accounting Standards Adopted
On November 19, 2020, the SEC issued Final Rule Release No. 33-10890, “Management’s Discussion and Analysis, Selected
Financial Data, and Supplementary Financial Information” (“SEC Rule 33-10890”), which amends certain sections of Regulation S-K
to modernize, simplify, and enhance Management’s Discussion and Analysis (“MD&A”), streamline supplementary financial
information and eliminate the requirement to provide certain selected financial data. Key changes include: (i) enhancement and
clarification of the disclosure requirements for liquidity and capital resources; (ii) elimination of five years of Selected Financial Data;
(iii) replacement of the current requirement for two years of quarterly tabular disclosure only when there are material retrospective
changes; (iv) codification of prior SEC guidance on critical accounting estimates; (v) elimination of tabular disclosure of contractual
obligations; and (vi) confirming amendments for foreign private issuers. SEC Rule 33-10890 was effective on February 10, 2021.
Registrants are required to comply with the new rules beginning with the first fiscal year ending on or after August 9, 2021.
Registrants may early adopt the amended rules at any time after the effective date (on an item-by-item basis), as long as they provide
disclosure responsive to an amended item in its entirety. The Company updated its disclosures throughout this Annual Report on Form
10-K to comply with these amendments. Upon adoption of SEC Rule 33-10890, the Company no longer presents quarterly financial
data in the accompanying Notes to Consolidated Financial Statements.
In January 2020, the FASB issued ASU 2020-01, “Investments—Equity securities (Topic 321)” (“ASU 2020-01”), which
clarifies the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting
in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments
in ASU 2020-01 clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity
method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before
applying or upon discontinuing the equity method. The amendments in ASU 2020-01 are effective for all entities for fiscal years
beginning after December 15, 2020, and interim periods within those fiscal years. The Company adopted ASU 2020-01 effective
January 1, 2021. The adoption did not have a material impact on the Company’s Consolidated Financial Statements and related
disclosures.
In December 2019, the FASB issued ASU 2019-12, “Income taxes (Topic 740)—Simplifying the accounting for income taxes”
(“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain
exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application.
The Company adopted this standard effective January 1, 2021. The adoption of this standard did not have a material impact on the
Company’s Consolidated Financial Statements and related disclosures.
New Accounting Standards Not Yet Adopted
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and
Contract Liabilities from Contracts with Customers. The amendments in this ASU require that an entity (acquirer) recognize and
measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition
date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts.
This ASU also provides certain practical expedients for acquirers when recognizing and measuring acquired contract assets and
contract liabilities from revenue contracts in a business combination. The ASU is effective for fiscal years beginning after December
15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company will evaluate the potential
impacts the adoption of ASU 2021-08 may have on its Consolidated Financial Statements upon its adoption as it relates to future
acquisitions.
F-17
In July 2021, the FASB issued ASU No. 2021-05, Leases (Topic 842): Lessors—Certain leases with variable payments. Under
the ASU, a lessor would classify a lease with variable lease payments that do not depend on an index or rate as an operating lease at
lease commencement if the lease would have been classified as a sales-type lease or direct financing lease under ASC 842
classification criteria and the lessor would have otherwise recognized a day one loss. The ASU is effective for fiscal years beginning
after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company does not
expect the standard to have a material impact on its Consolidated Financial Statements upon its adoption effective on January 1, 2022.
In March 2020, FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)” (“ASU 2020-04”), which provides
optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference
rates that are expected to be discontinued, such as the London Interbank Offered Rate ("LIBOR"). The amendments in ASU 2020-04
apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be
discontinued. The amendments in ASU 2020-04 are effective through December 31, 2022. The Company is currently assessing the
potential impacts the adoption of ASU 2020-04 may have on its Consolidated Financial Statements upon its adoption.
Note 3: Acquisitions and Dispositions
2021 Acquisitions
Acquisition of The Hill
On August 20, 2021, pursuant to a merger agreement, Nexstar acquired 100% of the outstanding equity of News
Communications, Inc. (“NCI”), then a Nevada corporation, for a total cash consideration of approximately $137.7 million, including
working capital adjustments, funded by cash on hand. NCI is the owner of “The Hill,” an independent, political digital media
platform. On August 27, 2021, NCI received approval for its conversion from a Nevada corporation to a Delaware corporation. This
acquisition marks a continuation of Nexstar’s content-first strategy, focused primarily on news, designed to further leverage and
monetize its expansive digital reach.
Subject to final determination, which is expected to occur within twelve months of the acquisition date, the provisional fair
values of the assets acquired and liabilities assumed are as follows (in thousands):
Assets acquired
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets
Property and equipment
Goodwill
Other intangible assets
Other noncurrent assets
Total assets acquired
Accounts payable
Accrued expenses
Other current liabilities
Deferred tax liabilities
Other noncurrent liabilities
Total Purchase Price
$
$
7,728
8,151
345
726
69,060
67,912
3,085
157,007
(1,026)
(2,174)
(1,094)
(12,617)
(2,402)
137,694
The fair value assigned to goodwill is attributable to operating expense reductions and revenue synergies. The carryover tax
basis in goodwill, other intangible assets and property and equipment are deductible for tax purposes but are not significant. Other
intangible assets are amortized over an estimated weighted average useful life of 6.7 years.
The net revenue of $21.9 million from the acquisition date to December 31, 2021 has been included in the accompanying
Consolidated Statements of Operations and Comprehensive Income. The operating income and transaction costs from the acquisition
date to December 31, 2021 have also been included in the accompanying Consolidated Statements of Operations and Comprehensive
Income but were not material.
F-18
2021 Common Control Transactions
On June 17, 2021, Mission acquired WNAC-TV, the Fox affiliate in the Providence, Rhode Island market, from Super Towers.
Mission also assumed the existing LMA with Nexstar and granted Nexstar an option to purchase the station from Mission, subject to
FCC consent. On May 24, 2021, Mission acquired the license assets of television station KGBT-TV serving the Harlingen-Weslaco-
Brownsville-McAllen, Texas market from Sinclair. The total price for both transactions was $8.4 million in cash. On September 15,
2021, Nexstar acquired the license assets of KGBT-TV from Mission for the same price Mission paid Sinclair. Effective September
15, 2021, KGBT-TV is no longer a VIE and the JSA and SSA between Nexstar and Mission for the station were terminated.
On October 1, 2021, Nexstar acquired KJBO-LP, a low power television station in the Wichita Falls, Texas market, and KCPN-
LP, a low power television station in the Amarillo, Texas market, from Mission. On the same date, Nexstar also acquired KSHV, a full
power television station in the Shreveport, Louisiana market and KTPN-LD, a low power television station in the Tyler-Longview,
Texas market, from White Knight. The television stations are affiliates of MNTV, and the total purchase price paid by Nexstar for
these stations was nominal.
As Nexstar is the primary beneficiary of the television stations described in the transactions above (see Note 2 for discussion of
variable interest entities), the purchases of stations between parties within the consolidated Nexstar group were deemed common
control transactions in accordance with FASB ASC 805-50, “Business Combinations—Common Control Transactions.” Therefore,
the acquirer in those transactions recorded the net assets at historical book values, rather than at estimated fair values. The excess of
purchase price over carrying values of net assets was accounted for as a net reduction to equity in the accompanying Consolidated
Statements of Changes in Stockholders’ Equity. For financial reporting purposes, Nexstar continued to include the stations’ net assets
and financial results at historical amounts for all periods presented in the accompanying Consolidated Financial Statements, except
KGBT’s license assets were only included beginning on May 24, 2021 upon acquisition.
2020 Acquisitions and Dispositions
BestReviews Acquisition
On December 29, 2020, Nexstar acquired 100% of the membership interests in BestReviews LLC (“BestReviews”) from
Tribune Publishing Company, LLC and BR Holding Company, Inc. for $169.9 million in cash, funded by cash on hand. BestReviews
engages in the business of testing, researching and reviewing consumer products. The acquisition of BestReviews diversifies Nexstar’s
digital portfolio while presenting the Company with new revenue channels by leveraging its media content, national reach, and
consumer digital usage across multiple platforms.
Other 2020 Nexstar Acquisitions
On September 17, 2020, Nexstar acquired WDKY-TV, the Fox affiliate in the Lexington, KY market, from Sinclair for $18.0
million in cash, funded by cash on hand. This acquisition allowed Nexstar’s entry into this market. Based on the purchase price
allocation, the fair values of identifiable net assets acquired were $37.0 million which led to a bargain purchase gain of $19.0 million.
The bargain purchase gain was recognized as a result of Sinclair’s motivation to sell the station to Nexstar as part of a resolution to
settle a lawsuit between Tribune Media Company (“Tribune”), a subsidiary of Nexstar, and Sinclair. The bargain purchase gain, net of
tax effects, was recorded as a measurement period adjustment to the Tribune acquisition and reduced goodwill in 2020.
On March 2, 2020, Nexstar acquired the Fox affiliate television station WJZY and the MNTV affiliate television station WMYT
in the Charlotte, NC market from Fox Television Stations, LLC (“Fox”), a Delaware limited liability company, for $45.3 million in
cash. This acquisition allowed Nexstar’s entry into this market. Simultaneous with this acquisition, Nexstar sold certain of its
television stations to Fox as described in more detail in “2020 Nexstar Dispositions” below.
On January 27, 2020, Nexstar acquired from Sinclair certain non-license assets associated with television station KGBT-TV in
the Harlingen-Weslaco-Brownsville-McAllen, Texas market for $17.9 million in cash funded by cash on hand.
The combined net revenue of $78.0 million and operating income of $34.0 million from the respective stations’ acquisition dates
to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.
The transaction costs related to these acquisitions from the acquisition date to December 31, 2020 were not material.
F-19
2020 Mission Acquisitions
On December 30, 2020, Mission acquired the CW affiliate station WPIX in the New York, NY market from Scripps. Mission
funded the purchase price of $85.1 million in cash through a combination of borrowing from its revolving credit facility and cash on
hand. Upon Mission’s acquisition of WPIX, it entered into a TBA with Nexstar. Mission also granted Nexstar an option to purchase
WPIX from Mission, subject to FCC consent. These transactions allowed the Company’s entry into this market.
On September 1, 2020, Mission acquired television stations KMSS serving the Shreveport, Louisiana market, KPEJ serving the
Odessa, Texas market and KLJB serving the Quad Cities, Iowa/Illinois market from Marshall Broadcasting Group, Inc. (“Marshall”).
The purchase price for the acquisition was $53.2 million, of which $49.0 million was applied against Mission’s existing loans
receivable from Marshall on a dollar-for-dollar basis and the remaining $4.2 million in cash was funded by cash on hand. On
September 1, 2020, Mission entered into SSAs with Nexstar for the stations. As discussed in Note 2, on July 1, 2021, Mission
executed JSAs with Nexstar for stations KMSS, KPEJ and KLJB.
The 2020 acquisitions’ combined net revenue of $11.9 million and combined operating income of $2.6 million from the
stations’ acquisition dates to December 31, 2020 have been included in the accompanying Consolidated Statements of Operations and
Comprehensive Income. Transaction costs related to the 2020 acquisitions, including legal and professional fees, were $7.8 million
during the year ended December 31, 2020. These costs were included in selling, general and administrative expense, excluding
depreciation and amortization in the accompanying Consolidated Statements of Operations and Comprehensive Income.
The fair values of the assets acquired and liabilities assumed from the above acquisitions in 2020 are as follows (in thousands):
BestReviews
Other 2020 Nexstar
Acquisitions
2020 Mission
Acquisitions
Total
Assets acquired
Cash and cash equivalents
Accounts receivable, net
Prepaid expenses and other current assets
Property and equipment
FCC licenses
Network affiliation agreements
Goodwill
Other intangible assets
Other noncurrent assets
Total assets acquired
Less: Accounts payable
Broadcast rights payable
Accrued expenses and other current liabilities
Operating lease liabilities
Other noncurrent liabilities
Bargain purchase gain
Total Purchase Price
$
$
794
17,293
55
32
-
-
109,973
46,034
-
174,181
(4,627)
-
(95)
-
-
-
169,459
$
$
-
-
4,399
21,426
25,917
42,479
4,340
5,818
95
104,474
-
(4,091)
(234)
-
-
(18,980)
81,169
$
$
2,099
3,918
5,257
23,482
66,602
33,743
13,198
1,124
68,736
218,159
-
(7,150)
(3,973)
(1,581)
(67,166)
-
138,289
$
$
2,893
21,211
9,711
44,940
92,519
76,222
127,511
52,976
68,831
496,814
(4,627)
(11,241)
(4,302)
(1,581)
(67,166)
(18,980)
388,917
For BestReviews, the fair value assigned to goodwill is attributable to future economic benefits expected to arise from other
intangible assets acquired that do not qualify for separate recognition, including non-binding relationships with suppliers, ecommerce
partners and users of the BestReviews platform, as well as expected future cost and revenue synergies. For each acquired television
station, the fair value assigned to goodwill is attributable to future expense reductions utilizing management’s leverage in
programming and other station operating costs. The entire goodwill and FCC licenses from the acquisitions are deductible for tax
purposes. The intangible assets related to the network affiliation agreements are amortized over 15 years. Other intangible assets are
amortized over an estimated weighted average useful life of 6 years. The other noncurrent assets acquired and the other noncurrent
liabilities assumed primarily relate to operating right-of-use assets and lease liabilities associated with Mission’s acquisition of WPIX.
F-20
2020 Common Control Transactions
On November 16, 2020, Mission acquired KASY, KWBQ and KRWB from Tamer Media LLC (“Tamer”). KASY (an MNTV
affiliate), KWBQ (a CW affiliate) and KRWB (a CW affiliate) are full power television stations serving the Albuquerque, New
Mexico market. On November 23, 2020, Mission acquired WXXA, the Fox affiliate in the Albany, NY market, and WLAJ, the ABC
affiliate in the Lansing, MI market, from Shield Media, LLC. In connection with these transactions, Mission assumed the stations’
existing JSAs and SSAs with Nexstar. Mission also granted Nexstar options to purchase the stations, subject to FCC consent. The total
purchase price for these transactions was $22.6 million in cash, primarily representing Mission’s full repayment of WXXA’s and
WLAJ’s outstanding term loans of $20.7 million. Mission funded the acquisitions through a combination of borrowings from its
revolving credit facility and cash on hand.
As Nexstar is the primary beneficiary of the television stations described above, the purchase transactions between parties
within the consolidated Nexstar group were deemed common control transactions in accordance with FASB ASC 805-50, “Business
Combinations—Common Control Transactions.” Therefore, the acquirer in those transactions recorded the net assets at historical
book values, rather than at estimated fair values. The excess of purchase price over carrying values of net assets was accounted for as
a reduction to retained earnings in the accompanying Consolidated Statements of Changes in Stockholders’ Equity. For financial
reporting purposes, Nexstar continued to consolidate the stations’ net assets and financial results at their historical amounts for all
periods presented in the accompanying Consolidated Financial Statements. In accordance with the change in reporting entity, Shield's
repayment of its outstanding term loans in November 2020 were included in the caption “Repayments of long-term debt” under
financing activities in the accompanying Consolidated Statements of Cash Flows, as if Mission was the debtor of such loans as of the
earliest period presented.
2020 Nexstar Dispositions
On January 14, 2020, Nexstar sold its sports betting information website business to Star Enterprises Ltd., a subsidiary of Alto
Holdings, Ltd., for a net cash consideration of $12.9 million. On March 2, 2020, Nexstar completed the sale of Fox affiliate television
station KCPQ and MNTV affiliate television station KZJO in the Seattle, WA market, as well as Fox affiliate television station WITI
in the Milwaukee, WI market, to Fox for approximately $349.9 million in cash, including working capital adjustments. These
transactions resulted in a $7.0 million total net gain from disposals. The proceeds from the sale of the stations were partially used to
prepay a portion of Nexstar’s term loans in 2020.
The net gain that resulted from divestitures was recorded in the Gain on disposal of stations and entities, net in the
accompanying Consolidated Statements of Operations and Comprehensive Income.
2019 Acquisitions and Dispositions
Merger with Tribune
On September 19, 2019 (the “Closing Date”), Tribune, a Delaware corporation, became a wholly owned subsidiary of Nexstar
as a result of the merger of Titan Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Nexstar (“Merger Sub”),
with and into Tribune (the “Merger”). The Merger was effected pursuant to a merger agreement by and among Nexstar, Merger Sub
and Tribune. The Merger created the nation’s largest pure-play local broadcast television and digital company, with national coverage
and reach to approximately 39% of U.S. television households (applying the FCC’s UHF discount). As a result of the Merger, Nexstar
acquired 31 full power stations and one AM radio station in 23 markets (net of divestitures of 13 Tribune full power television stations
in 11 markets). Nexstar also acquired WGN America, a national general entertainment cable network, which it subsequently
reprogrammed and rebranded as NewsNation, a 31.3% ownership stake in TV Food Network and a portfolio of real estate assets.
F-21
The full power television stations and the radio station acquired by Nexstar as a result of the Merger, net of divestitures, are as
follows:
Market
Los Angeles, CA
Chicago, IL
Chicago, IL
Philadelphia, PA
Dallas, TX
Washington, DC
Houston, TX
Seattle, WA
Seattle, WA
Denver, CO
Denver, CO
Fort Collins, CO
Cleveland, OH
Sacramento, CA
Portland, OR
St. Louis, MO
St. Louis, MO
Indianapolis, IN
Kokomo, IN
Indianapolis, IN
San Diego, CA
Kansas City, MO
Milwaukee, WI
Oklahoma City, OK
Oklahoma City, OK
High Point, NC
New Orleans, LA
New Orleans, LA
Memphis, TN
Des Moines, IA
Huntsville, AL
Eureka Springs, AR
Full Power Stations
KTLA
WGN-TV
WGN(AM)
WPHL
KDAF
WDCW
KIAH
KCPQ
KZJO
KDVR
KWGN
KFCT
WJW
KTXL
KRCW
KTVI
KPLR
WXIN
WTTK
WTTV
KSWB
WDAF
WITI
KFOR
KAUT
WGHP
WGNO
WNOL
WREG
WHO
WHNT
KXNW
Primary Affiliation
The CW
Independent
Independent
MNTV
The CW
The CW
The CW
FOX
MNTV
FOX
The CW
FOX
FOX
FOX
The CW
FOX
The CW
FOX
CBS
CBS
FOX
FOX
FOX
NBC
Independent
FOX
ABC
The CW
CBS
NBC
CBS
MNTV
The following table summarizes the components of the total consideration paid upon closing of the Merger (in thousands):
Cash consideration and related taxes
Warrants replacement awards
Repayment of Tribune debt, including premium and accrued interest
Gross purchase price
Less: Gross selling price of Tribune Divestitures, including working capital adjustments
Net purchase price
$
$
4,197,198
1,008
2,988,833
7,187,039
(1,007,745)
6,179,294
Substantially concurrently with the Merger, Nexstar completed the sale of the assets of 21 full power television stations in 16
markets to TEGNA, Inc., E.W. Scripps Company and Circle City Broadcasting I, Inc. The total consideration of these divestitures was
approximately $1.36 billion (inclusive of working capital adjustments). These divestitures were previously agreed upon by Nexstar
and Tribune to comply with the FCC’s local television ownership rule and the FCC’s national ownership cap and to facilitate
Department of Justice (“DOJ”) approval of the Merger. Eight of the divested television stations were previously owned by Nexstar
and were sold for an estimated $358.6 million in cash, including working capital adjustments (the “Nexstar Divestitures”). Nexstar
recognized a $105.9 million gain on the Nexstar Divestitures. The other 13 television stations, which were previously owned or
operated by Tribune, were sold for an estimated $1.008 billion in cash, including working capital adjustments (the “Tribune
Divestitures”). Nexstar recognized a $9.8 million loss on disposal on the Tribune Divestitures, representing selling costs incurred with
their disposition. The net gain that resulted from the Nexstar Divestitures and the Tribune Divestitures was recorded in the Gain on
disposal of stations and business units, net in the Consolidated Statements of Operations and Comprehensive Income.
F-22
The cash consideration, the repayment of then-existing indebtedness of Tribune and the related fees and expenses were funded
through a combination of proceeds from station divestitures, proceeds from the $1.120 billion 5.625% senior unsecured notes due
2027 (“5.625% Notes due 2027”) (see Note 8), Term Loan A and Term Loan B borrowings at the Closing Date and cash on hand of
Nexstar and Tribune.
Tribune’s net revenue of $471.6 million and operating income of $78.4 million from September 19, 2019 to December 31, 2019
have been included in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Transaction costs relating to the Merger, including legal and professional fees and severance costs of $3.4 million and $54.5
million, were expensed as incurred during the years ended December 31, 2020 and 2019, respectively. These costs were included in
selling, general and administrative expense, excluding depreciation and amortization in the accompanying Consolidated Statements of
Operations and Comprehensive Income.
Unaudited Pro Forma Information
Other than the Tribune acquisition and related divestitures completed in 2019, the acquisitions and dispositions during 2021,
2020, and 2019 are not significant for pro forma financial information reporting purposes, both individually and in aggregate.
Therefore, pro forma financial information has not been provided for those transactions.
The following unaudited pro forma financial information has been presented for the periods indicated as if Nexstar’s acquisition
of Tribune and the related divestitures had occurred on January 1, 2018 (in thousands):
Net revenue
Income before income taxes
Net income
Net income attributable to Nexstar
Year Ended
December 31, 2019
$
4,023,138
429,784
300,711
295,061
The unaudited pro forma financial information combined the historical results of operations, adjusted for business combination
accounting effects including transaction costs, the station divestitures, the net gain on disposal of stations previously owned by
Nexstar, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects.
The unaudited pro forma financial information is for informational purposes only and is not indicative of the results of
operations that would have been achieved if the acquisition of Tribune had taken place on January 1, 2018 because the pro forma
results do not reflect expected synergies.
Note 4: Property and Equipment
Property and equipment consisted of the following, as of December 31 (dollars in thousands):
Buildings and improvements
Land
Leasehold improvements
Studio and transmission equipment
Computer equipment
Furniture and fixtures
Vehicles
Construction in progress
Less: accumulated depreciation and amortization
Property and equipment, net
Estimated
useful life,
in years
39
N/A
term of lease
5-15
3-5
7
5
N/A
2021
381,911
476,574
81,907
1,014,003
150,976
27,702
58,303
59,160
2,250,536
(738,066)
1,512,470
$
$
2020
361,075
539,008
67,376
922,948
152,861
25,946
54,318
100,573
2,224,105
(619,224)
1,604,881
$
$
In the fourth quarter of 2021, certain real estate property (land) was reclassified to assets held for sale (see Note 2 for additional
information).
F-23
Note 5: Intangible Assets and Goodwill
Intangible assets subject to amortization consisted of the following, as of December 31 (dollars in thousands):
Network affiliation agreements
Other definite-lived intangible assets
Other intangible assets
Estimated
useful life,
in years
15
1-20
2021
Accumulated
Amortization
(1,064,964) $
(388,126)
(1,453,090) $
Gross
3,125,147 $
1,045,076
4,170,223 $
$
$
Net
2,060,183
656,950
2,717,133
Gross
3,125,320 $
1,012,797
4,138,117 $
$
$
2020
Accumulated
Amortization
(875,037) $
(323,879)
(1,198,916) $
Net
2,250,283
688,918
2,939,201
The decrease in other definite-lived intangible assets was primarily due to amortization, partially offset by the current year
acquisition of The Hill (see Note 3) and other purchases.
The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years and
thereafter for definite-lived intangible assets as of December 31, 2021 (in thousands):
2022
2023
2024
2025
2026
Thereafter
$
$
298,552
292,564
291,230
286,966
262,434
1,285,387
2,717,133
The changes in the carrying amounts of goodwill and FCC licenses for the years ended December 31, 2021 and 2020 are as
follows (in thousands):
Balances as of December 31, 2020
Current year acquisitions (See Note 3)
Current year divestitures
Measurement period adjustments
Balances as of December 31, 2021
Gross
$ 3,116,302
69,060
(42,475)
(1,407)
$ 3,141,480
$
Goodwill
Accumulated
Impairment
$
Net
Gross
FCC Licenses
Accumulated
Impairment
Net
(132,294) $ 2,984,008
69,060
-
(1,407)
(89,819) $ 3,051,661
-
42,475
-
$
$
2,957,114
1,300
-
(753)
2,957,661
$
$
(47,410) $ 2,909,704
1,300
-
(753)
(47,410) $ 2,910,251
-
-
-
In January 2021, Nexstar sold certain of its digital businesses’ assets for a nominal price. As such, the gross amount of goodwill
of $42.5 million and related accumulated impairment for the same amount were written off. The resulting gain from this disposition
was not material.
As discussed in Note 2, the Company has one aggregated television stations reporting unit, one cable network reporting unit,
and two digital reporting units for purposes of annual goodwill impairment review as of December 31, 2021. The Company’s annual
impairment review of FCC licenses is performed at the station market level. Management conducts an impairment test annually in the
fourth quarter, or whenever events or changes in circumstances indicate that goodwill or FCC licenses might be impaired.
In the fourth quarter of 2021, using the qualitative impairment test, the Company performed its annual impairment assessment
on goodwill attributable to its aggregated television stations reporting unit, cable network reporting unit and one digital business
reporting unit. Based on the results of such qualitative impairment tests, the Company concluded that it was more likely than not that
each reporting unit’s fair value would sufficiently exceed the related carrying amount. Thus, no impairment was recorded on these
reporting units. For the remaining digital reporting unit with a goodwill balance of $110.0 million, representing approximately 4% of
the consolidated carrying amount, the Company elected to perform a quantitative impairment test due to actual and projected
decreases in operating profit and cash flows. The Company’s assessment indicated that the reporting unit’s fair value exceeded the
carrying amount by over 10%, and therefore no goodwill impairment was identified.
The Company’s quantitative goodwill impairment tests are sensitive to changes in key assumptions used in our analysis, such as
expected future cash flows and market trends. If the assumptions used in its analysis are not realized, it is possible that an impairment
charge may need to be recorded in the future. The Company cannot accurately predict the amount and timing of any impairment of
goodwill or other intangible assets.
F-24
In the fourth quarter of 2021, the Company also performed its annual impairment test on FCC licenses for each station market
using the qualitative impairment test. The Company concluded that it was more likely than not that their fair values exceeded the
respective carrying amounts. Thus, no impairment was recorded.
The Company also performed qualitative tests and determined there were no impairment triggering events on its finite-lived
intangible assets and other long-lived assets. Further, based on the estimate of undiscounted future pre-tax cash flows expected to
result from the use of such assets, the Company determined that the carrying amounts are recoverable as of December 31, 2021. No
other events or circumstances were noted in 2021 that would indicate impairment.
Note 6: Investments
Investments in the Company’s Consolidated Balance Sheets as of December 31 consisted of the following (in thousands):
Equity method investments
Other equity investments
Total investments
Equity Method Investments
2021
2020
$
$
1,208,871
9,920
1,218,791
$
$
1,321,715
12,063
1,333,778
During the years ended December 31, 2021, 2020 and 2019, the Company received cash distributions from its equity method
investments, primarily from its investment in TV Food Network, as discussed below.
Income from equity method investments, net reported in the Company’s Consolidated Statements of Operations and
Comprehensive Income for the years ended December 31 consisted of the following (in thousands):
Income on equity investments, net, before amortization of
basis difference
Amortization of basis difference
Income on equity investments, net
$
$
2021
2020
2019
250,336 $
(125,756)
124,580 $
217,913 $
(147,759)
70,154 $
63,107
(45,182)
17,925
At acquisition date, the Company measured its estimated share of the differences between the estimated fair values and carrying
values (the “basis difference”) of the investees’ tangible assets and amortizable intangible assets had the fair value of the investments
been allocated to the identifiable assets of the investees in accordance with ASC Topic 805, “Business Combinations.” Additionally,
the Company measured its estimated share of the basis difference attributable to investees’ goodwill. The Company amortizes its share
of the basis differences attributable to tangible assets and intangible long-lived assets of investees, including TV Food Network, and
records the amortization (the “amortization of basis difference”) as a reduction of income from equity method investments, net in the
accompanying Consolidated Statements of Operations and Comprehensive Income. The Company’s share in these basis differences
and related amortization is primarily attributable to its investment in TV Food Network (discussed in more detail below).
There were no significant other-than-temporary impairment ("OTTI") during the year ended December 31, 2021.
Investment in TV Food Network
Nexstar acquired its 31.3% equity investment in TV Food Network through its acquisition of Tribune on September 19, 2019
(see Note 3). Nexstar’s partner in TV Food Network is Discovery, Inc. (“Discovery”), which owns a 68.7% interest in TV Food
Network and operates the network on behalf of the partnership.
TV Food Network owns and operates “The Food Network,” a 24-hour lifestyle cable television channel focusing on food and
related topics. TV Food Network also owns and operates “The Cooking Channel,” a cable television channel primarily devoted to
cooking instruction, food information and other related topics. TV Food Network’s programming is distributed by cable and satellite
television systems and via Discovery's streaming platform, Discovery+.
F-25
The partnership agreement governing TV Food Network provides that the partnership shall, unless certain actions are taken by
the partners, dissolve and commence winding up and liquidating TV Food Network upon the first to occur of certain enumerated
liquidating events, one of which is a specified date of December 31, 2022. Nexstar intends to renew its partnership agreement with
Discovery for TV Food Network before expiration. In the event of a liquidation, Nexstar would be entitled to its proportionate share of
distributions to partners, which the partnership agreement provides would occur as promptly as is consistent with obtaining fair market
value for the assets of TV Food Network. The partnership agreement also provides that the partnership may be continued or
reconstituted in certain circumstances.
As of December 31, 2021, Nexstar’s investment in TV Food Network had a book value of $1.191 billion, compared to $1.302
billion as of December 31, 2020.
As of December 31, 2021, Nexstar had a remaining share in amortizable basis difference of $536.1 million related to its
investment in TV Food Network. This amortizable basis difference had a weighted average useful life of approximately 4 years as of
this date. As of December 31, 2020, Nexstar had a remaining share in amortizable basis difference of $661.3 million related to its
investment in TV Food Network. During 2021, there was no change in Nexstar’s share in the basis difference related to the investee’s
goodwill.
Nexstar received cash distributions from TV Food Network totaling $239.5 million, $223.3 million and $14.8 million in 2021,
2020 and 2019, respectively. In 2021, 2020 and 2019, Nexstar recorded its share in TV Food Network’s net income of $253.4 million,
$220.3 million and $65.2 million, respectively, less amortization of basis difference (expense) related to this investment of $125.2
million, $147.2 million and $44.7 million, respectively.
Summarized financial information for TV Food Network is as follows (in thousands):
Year Ended
December 31, 2021
Year Ended
December 31, 2020
September 19, 2019 to
December 31, 2019
Net revenue
Costs and expenses
Income from operations
Net income
Net income attributable to Nexstar Media Group, Inc.
$
1,339,722 $
536,791
802,931
810,220
253,551
1,286,567 $
591,590
694,977
704,016
220,315
Current assets
Noncurrent assets
Current liabilities
Noncurrent liabilities
Note 7: Accrued Expenses
As of December 31
2021
2020
$
861,464 $
409,296
133,168
365
Accrued expenses consisted of the following, as of December 31 (in thousands):
Compensation and related taxes
Interest payable
Network affiliation fees
Other
2021
2020
120,176
62,356
45,907
87,507
315,946
$
$
$
$
F-26
369,014
163,657
205,357
208,487
65,244
841,805
364,668
114,172
293
104,133
67,885
34,948
100,226
307,192
Note 8: Debt
Long-term debt consisted of the following, as of December 31 (dollars in thousands):
Nexstar
Term Loan A, due October 26, 2023
Team Loan A, due September 19, 2024
Term Loan B, due January 17, 2024
Term Loan B, due September 18, 2026
5.625% Notes, due July 15, 2027
4.75% Notes, due November 1, 2028
Mission
Term Loan B, due June 3, 2028
Revolving loans, due October 26, 2023
Total outstanding principal
Less: unamortized financing costs and discount - Nexstar Term Loan A due 2023
Less: unamortized financing costs and discount - Nexstar Term Loan A due 2024
Less: unamortized financing costs and discount - Nexstar Term Loan B due 2024
Less: unamortized financing costs and discount - Nexstar Term Loan B due 2026
Add: unamortized premium, net of financing costs - Nexstar 5.625% Notes due 2027
Less: unamortized financing costs and discount - Nexstar 4.75% Notes due 2028
Less: unamortized financing costs and discount - Mission Term Loan B due 2028
Total outstanding debt
Less: current portion
Long-term debt, net of current portion
Nexstar Senior Secured Credit Facility
2021
2020
485,400
604,421
594,992
2,644,315
1,785,000
1,000,000
299,250
61,500
7,474,878
(1,046)
(5,065)
(5,639)
(42,848)
5,215
(8,109)
(2,260)
7,415,126
(47,170)
7,367,956
$
$
485,400
625,850
874,992
2,644,315
1,785,000
1,000,000
-
327,000
7,742,557
(1,584)
(7,102)
(12,136)
(50,644)
5,997
(9,085)
-
7,668,003
(21,429)
7,646,574
$
$
During the year ended December 31, 2021, Nexstar paid the following term loans, funded by cash on hand:
$280.0 million in prepayments of Term Loan B due 2024, and
$21.4 million scheduled principal maturities of Term Loan A due 2024.
In August 2021, Nexstar borrowed $20.0 million under its revolving credit facility. In September 2021, Nexstar repaid in full
the $20.0 million outstanding debt under its revolving credit facility, funded by cash on hand.
Interest rates are selected at Nexstar’s option and the applicable margin is adjusted quarterly as defined in Nexstar’s amended
credit agreement. Interest is payable periodically based on the type of interest rate selected. As of December 31, the interest rates
were:
1.60% and 1.89% in 2021 and 2020, respectively, for Term Loan A due 2023,
1.60% and 1.89% in 2021 and 2020, respectively, for Term Loan A due 2024,
2.35% and 2.39% in 2021 and 2020, respectively, for Term Loan B due 2024, and
2.60% and 2.89% in 2021 and 2020, respectively, for Term Loan B due 2026.
Mission Senior Secured Credit Facility
On June 3, 2021, Mission, a VIE consolidated by Nexstar, amended its senior secured credit facility. The amendment provides
for a $300.0 million Term Loan B borrowing, issued at 99.50%, maturing on June 3, 2028 (“Term Loan B, due June 3, 2028”), with
quarterly principal installment payments of $750 thousand beginning on October 1, 2021 through April 1, 2028, with the remaining
principal balance of $279.8 million payable on the maturity date. The Term Loan B, due June 3, 2028 bears interest at the LIBOR rate
of 2.50%, with a 0.00% LIBOR floor. The net proceeds from the Term Loan B, due June 2028 were used to pay down $268.0 million
of Mission’s outstanding loans under its existing revolving credit facility, pay fees to Nexstar under the SSAs between Nexstar and
Mission and for Mission’s general corporate purposes. Concurrently with the closing of Mission’s Term Loan B, due June 3, 2028,
Mission reallocated $255.0 million of its unused revolving credit facility to Nexstar.
F-27
Interest rates are selected at Mission’s option and the applicable margin is adjusted quarterly as defined in Mission’s amended
credit agreement. The interest rate on Mission’s Term Loan B was 2.60% as of December 31, 2021. The interest rates on Mission’s
revolving credit facility were 1.60% and 2.39% as of December 31, 2021 and 2020, respectively.
5.625% Notes due 2027
On July 3, 2019, Nexstar completed the sale and issuance of $1.120 billion 5.625% senior unsecured notes due 2027 (the
“5.625% Notes due 2027”) at par. The gross proceeds of the 5.625% Notes due 2027 were initially deposited into a segregated escrow
account. The escrow account was subsequently released on September 19, 2019 to Nexstar to partially fund the acquisition of Tribune
through a merger (see Note 3).
On November 22, 2019, Nexstar completed the issuance and sale of $665.0 million aggregate principal amount of additional
5.625% Notes due 2027. These additional notes were issued at a price of 104.875%, resulting in a debt premium of $27.4 million after
giving effect to fees and expenses related thereto. These additional notes are treated as a single series with the 5.625% Notes due 2027
issued on July 3, 2019. The net proceeds from this issuance were used to redeem the $400.0 million 5.875% senior unsecured notes at
101.469% and $275.0 million 6.125% senior unsecured notes at 101.531% plus accrued and unpaid interest.
Interest on the 5.625% Notes due 2027 is payable semiannually in arrears on January 15 and July 15 of each year. The 5.625%
Notes due 2027 were issued pursuant to an indenture dated July 3, 2019 (the “5.625% Indenture due 2027”).
In 2019, Nexstar recorded $21.0 million in legal, professional and underwriting fees related to the 5.625% Notes due 2027.
These costs were netted against the debt premium from the issuance of the additional notes. The net debt premium is being amortized
using the effective interest method over the term of the debt.
Nexstar has the option to redeem all or a portion of the 5.625% Notes due 2027 at any time prior to July 15, 2022 at a price
equal to 100% of the principal amount redeemed plus accrued and unpaid interest to the redemption date plus a make whole premium.
At any time on or after July 15, 2022, Nexstar may redeem the 5.625% Notes due 2027, in whole or in part, at the redemption prices
set forth in the 5.625% Indenture due 2027 plus accrued and unpaid interest to the redemption date. At any time prior to July 15, 2022,
Nexstar may also redeem up to 40% of the aggregate principal amount at a redemption price of 105.625%, plus accrued and unpaid
interest, if any, to the redemption date, with the net cash proceeds from equity offerings.
Upon the occurrence of a change of control (as defined in the 5.625% Indenture due 2027), each holder of the 5.625% Notes due
2027 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0% of the aggregate principal
amount to be repurchased, plus accrued and unpaid interest, if any, thereon to the date of repurchase.
The 5.625% Notes due 2027 contain covenants that limit, among other things, Nexstar’s ability to (1) incur additional debt, (2)
pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain investments, (4) create liens, (5)
merge or consolidate with another person or transfer or sell assets, (6) enter into restrictions affecting the ability of Nexstar’s restricted
subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) prepay, redeem or repurchase certain
indebtedness and (8) engage in transactions with affiliates.
The 5.625% Indenture due 2027 provides for customary events of default (subject in certain cases to customary grace and cure
periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay
certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the trustee or holders of
at least 25% in principal amount of the then outstanding 5.625% Notes due 2027 may declare the principal of and accrued but unpaid
interest, including additional interest, on all the 5.625% Notes due 2027 to be due and payable.
F-28
4.75% Notes due 2028
On September 25, 2020, Nexstar completed the sale and issuance of $1.0 billion 4.75% senior unsecured notes due 2028
(“4.75% Notes due 2028”) at par. The 4.75% Notes due 2028 were issued under an indenture dated as of September 25, 2020 (“4.75%
Notes due 2028 Indenture”). The net proceeds from the issuance of the 4.75% Notes due 2028 were used to redeem the $900.0 million
5.625% senior unsecured notes in full and pay related premiums equal to 102.813% of the principal amount, accrued interest and fees
and expenses. The remainder of the proceeds was used for general corporate purposes.
In 2020, Nexstar recorded $9.3 million in legal, professional, and underwriting fees related to the issuance of the 4.75% Notes
due 2028. These financing costs are being amortized using the effective interest method over the term of the debt.
Interest on the 4.75% Notes due 2028 is payable semiannually in arrears on May 1 and November 1 of each year. The 4.75%
Notes due 2028 are guaranteed by Nexstar, Mission and certain of Nexstar’s and Mission’s existing and future restricted subsidiaries,
subject to certain customary release provisions.
The 4.75% Notes due 2028 are senior unsecured obligations of Nexstar and the guarantors, rank equal in right of payment with
our and the guarantors’ existing and future senior indebtedness, including Nexstar’s 5.625% Notes due 2027, its term loans and its
revolving credit facilities, but effectively junior to our and the guarantors’ secured debt, including the term loans and revolving credit
facilities, to the extent of the value of the assets securing such debt.
Nexstar has the option to redeem all or a portion of the 4.75% Notes due 2028 at any time prior to November 1, 2023 at a price
equal to 100% of the principal amount redeemed plus accrued and unpaid interest, if any, to, but excluding, the redemption date plus a
make-whole premium as of the date of redemption. At any time prior to November 1, 2023, Nexstar may also redeem up to 40% of the
aggregate principal amount at a redemption price of 104.75%, plus accrued and unpaid interest, if any, to, but excluding, the date of
redemption, with the net cash proceeds from certain equity offerings. At any time on or after November 1, 2023, Nexstar may redeem
the 4.75% Notes due 2028, in whole or in part, at the redemption prices set forth in the 4.75% Notes due 2028 Indenture.
Upon the occurrence of a change in control (as defined in the 4.750% Notes due 2028 Indenture), each holder of the 4.75%
Notes due 2028 may require Nexstar to repurchase all or a portion of the notes in cash at a price equal to 101.0% of the aggregate
principal amount to be repurchased, plus accrued and unpaid interest, if any, thereon to, but excluding, the date of repurchase.
The 4.75% Notes due 2028 Indenture contains covenants that limit, among other things, Nexstar’s and the guarantors’ ability to
(1) incur additional debt, (2) pay dividends or make other distributions or repurchases or redeem its capital stock, (3) make certain
investments, (4) transfer or sell assets, (5) create liens, (6) enter into restrictions affecting the ability of Nexstar’s restricted
subsidiaries to make distributions, loans or advances to it or other restricted subsidiaries, (7) guarantee certain indebtedness and (8)
engage in transactions with affiliates.
The 4.75% Notes due 2028 Indenture provides for customary events of default (subject in certain cases to customary grace and
cure periods), which include nonpayment, breach of covenants, payment defaults or acceleration of other indebtedness, a failure to pay
certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs and is continuing, the
trustee or holders of at least 25% in principal amount of the then outstanding 4.75% Notes due 2028 may declare the principal of,
premium, and accrued but unpaid interest, including additional interest, on all the 4.75% Notes due 2028 to be due and payable. Upon
such a declaration, such principal, premium and accrued and unpaid interest will be due and payable immediately.
Unused Commitments and Borrowing Availability
The Company had $349.7 million and $13.5 million of unused revolving loan commitments under the respective Nexstar and
Mission senior secured credit facilities, all of which was available for borrowing, based on the covenant calculations as of December
31, 2021. The Company’s ability to access funds under the senior secured credit facility depends, in part, on its compliance with
certain financial covenants. As of December 31, 2021, the Company was in compliance with its financial covenants.
Collateralization and Guarantees of Debt
The Company’s credit facilities described above are collateralized by a security interest in substantially all the combined assets,
excluding FCC licenses and the other assets of consolidated VIEs unavailable to creditors of Nexstar (see Note 2). Nexstar guarantees
full payment of all obligations incurred under the Mission senior secured credit facility in the event of their default. Mission is a
guarantor of Nexstar’s senior secured credit facility, Nexstar’s 5.625% Notes due 2027 and Nexstar’s 4.75% Notes due 2028.
In consideration of Nexstar’s guarantee of the Mission senior secured credit facility, Mission has granted Nexstar purchase
options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent. These option agreements,
which expire on various dates between 2022 and 2031, are freely exercisable or assignable by Nexstar without consent or approval by
Mission. The Company expects these option agreements to be renewed upon expiration.
F-29
Debt Covenants
The Nexstar credit agreement (senior secured credit facility) contains a covenant which requires Nexstar to comply with a
maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The financial covenant, which is formally calculated on a quarterly
basis, is based on the combined results of the Company. The Mission amended credit agreement does not contain financial covenant
ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit
agreement. As of December 31, 2021, the Company was in compliance with its financial covenants.
Debt Maturities
The scheduled principal maturities of the Company’s debt as of December 31, 2021 are summarized as follows (in thousands):
2022
2023
2024
2025
2026
Thereafter
Note 9: Leases
The Company as a Lessee
$
$
47,170
617,400
1,090,743
3,000
2,647,315
3,069,250
7,474,878
The Company has operating leases for office spaces, tower facilities, antenna sites, studios and other real estate properties and
equipment. The operating leases have remaining lease terms of one month to 93 years, some of which may include options to extend
the leases from three months to 99 years, and some of which may include options to terminate the leases within one year. The
depreciable lives of assets and leasehold improvements are limited by the expected lease term unless there is a transfer of title or
purchase option reasonably certain of exercise. Lease contracts that the Company has executed but which have not yet commenced as
of December 31, 2021 were not material. Finance lease contracts as of December 31, 2021 were also not material.
The following table presents lease assets and liabilities and related information as of December 31 (in thousands):
Operating leases
Operating lease right-of-use assets, net
Current lease liabilities
Noncurrent lease liabilities
Weighted Average Remaining Lease Term
Operating leases
Weighted Average Discount Rate
Operating leases
Balance Sheet Classification
December 31, 2021
December 31, 2020
Other noncurrent assets, net
Operating lease liabilities
Other noncurrent liabilities
$
$
288,337
42,843
237,911
282,834
35,850
234,208
8 years
8.7 years
5.1%
5.4%
In 2021, the increases in operating lease ROU assets and lease liabilities were attributable to the acquisition of The Hill (see
Note 3), various extensions of existing leases and new leases.
Operating lease expenses for the year ended December 31, 2021 were $57.0 million, of which $27.1 million and $30.0 million
were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and
amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Operating lease expenses for the year ended December 31, 2020 were $47.3 million, of which $24.4 million and $22.9 million
were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and
amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income.
Operating lease expenses for the year ended December 31, 2019 were $28.5 million, of which $15.4 million and $13.1 million
were included in Direct operating and Selling, general and administrative expenses, respectively, excluding depreciation and
amortization, in the accompanying Consolidated Statements of Operations and Comprehensive Income.
F-30
Cash paid for operating leases included in the operating cash flows were $51.6 million, $47.0 million and $16.8 million for the
years ended December 31, 2021, 2020 and 2019, respectively.
Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows (in thousands):
2022
2023
2024
2025
2026
Thereafter
Total future minimum lease payments
Less: imputed interest
Total
Note 10: Retirement and Postretirement Plans
$
$
Operating Leases
55,966
53,615
49,877
37,408
30,887
124,957
352,710
(71,956)
280,754
Nexstar has various funded, qualified non-contributory defined benefit retirement plans which cover certain employees and
former employees. As of December 31, 2021, the combined pension benefit obligations for these qualified retirement plans were
$2,205 million, which were substantially funded by combined plan assets of $2,152 million, or approximately 98% funded
(underfunded by $53 million). All these retirement plans are frozen in terms of pay and service, except for a small plan representing
$40.5 million of the total pension benefit obligations.
The remaining pension obligations of $52.0 million relate to non-contributory unfunded supplemental executive retirement and
ERISA Excess plans for which Nexstar’s policy is to fund the benefits as claims and premiums are paid. Nexstar also has various
retiree medical savings account plans which reimburse eligible retired employees for certain medical expenses and unfunded plans
that provide certain health and life insurance benefits to certain retired employees.
Nexstar uses a December 31 measurement date for its pension and other postretirement benefit plans (“OPEB”). The overfunded
or underfunded status of these pension and other postretirement plans is recognized as an asset or liability in the accompanying
Consolidated Balance Sheets. The changes in the funded status are recorded in the year in which changes occur through
comprehensive income (loss). The funded status of a plan represents the difference between the fair value of plan assets and the
related plan projected benefit obligation.
As of and for the years ended December 31, the following table provides a reconciliation of the plans’ benefit obligations, plan
assets and funded status, along with the related amounts that are recognized in the Consolidated Balance Sheets (in thousands):
Pension Benefits
2021
2020
OPEB
2021
2020
Change in benefit obligations
Benefit obligations at beginning of period
Service cost
Interest cost
Participant contributions
Plan amendments
Actuarial (gain) loss
ESOP transfer
Benefit payments
Benefit obligations at end of period
Change in plan assets
Fair value of plan assets at beginning of period
Actual return on plan assets
Employer contributions
Participant contributions
ESOP transfer
Benefit payments
Fair value of plan assets at end of period
Amounts recognized in Consolidated Balance Sheets
Current liabilities
Noncurrent liabilities
Funded status
$
$
$
$
$
$
2,553,496
1,130
40,223
-
-
(82,917)
2,667
(257,472)
2,257,127
2,221,793
181,254
4,175
-
2,667
(257,472)
2,152,417
$
$
$
$
2,519,881
962
63,577
-
1,978
200,585
3,310
(236,797)
2,553,496
2,077,006
333,578
44,696
-
3,310
(236,797)
2,221,793
$
$
$
$
(4,030) $
(100,680)
(104,710) $
(4,126) $
(327,578)
(331,704) $
F-31
29,611
31
369
-
-
(1,071)
-
(1,692)
27,248
-
-
1,692
-
-
(1,692)
-
$
$
$
$
(2,851) $
(24,397)
(27,248) $
29,011
12
681
4
-
1,133
-
(1,230)
29,611
-
-
1,226
4
-
(1,230)
-
(2,931)
(26,680)
(29,611)
On March 11, 2021, the American Rescue Plan Act of 2021 (“ARPA”) was signed into law. The ARPA includes changes to the
employer funding requirements for single-employer pension plans and is designed to reduce the amounts of required contributions as a
relief. The ARPA also includes multi-employer pension plan funding relief but had no significant impact on Nexstar. The two key
aspects of the ARPA funding relief for single-employer plans are extended amortization of funding shortfalls and extended funding
interest rate stabilization. The interest rate relief under ARPA eliminated the plans’ funding shortfalls for the 2020 and 2021 plan
years and eliminated cash funding requirements for fiscal 2021. Under this relief, Nexstar currently expects no required contribution to
its qualified pension benefit plans in 2022.
On October 29, 2021, Nexstar completed the purchase of an annuity contract for certain participants of one of the Tribune
defined benefit pension plans. Pursuant to this agreement, $116.9 million of funds from the pension plan assets were transferred to an
insurance company (included in change in plan assets table above under benefit payments line). Concurrently, an irrevocable transfer
of pension plan obligations estimated at $117.5 million was also assumed by the same insurance company (included in change in
benefit obligations table above under benefit payments line). Nexstar recognized an immediate gain of $12.5 million in 2021 related to
this settlement, which is included in the pension and other postretirement plans credit, net in the accompanying Consolidated
Statements of Operations and Comprehensive Income.
Nexstar’s pension benefit plans were underfunded as of December 31 with accumulated benefit obligations exceeding the fair
value of plan assets. Information for the underfunded pension benefit plans is as follows (in thousands):
Benefit obligations
Accumulated benefit obligations
Fair value of plan assets
$
2021
2020
$
2,257,127
2,257,127
2,152,417
2,553,496
2,553,496
2,221,793
The plans’ benefit obligations were determined using the following assumptions:
Discount rate
Compensation increase rate
2021
Pension Benefits
2020
2019
2021
OPEB
2020
2019
2.69% - 2.70%
-
2.15% - 2.29%
-
3.08% - 3.09%
-
1.99% - 2.59%
2.00%
1.42% - 2.04%
2.00%
2.53% - 3.00%
2.00%
The increase in the discount rates from December 31, 2020 to December 31, 2021 decreased the projected benefit obligations of
qualified defined benefit pension plans by approximately $84.9 million at December 31, 2021. Additionally, the updated mortality
projection scale decreased the plans’ projected pension obligation by approximately $4.4 million at December 31, 2021. The decreases
were partially offset by an approximately $8.7 million increase in pension obligation due to the updated census information and a
change to the assumed commencement age and optional form elections for deferred vested participants.
The decrease in the discount rates from December 31, 2019 to December 31, 2020 increased the projected benefit obligations of
qualified defined benefit pension plans by approximately $211.9 million at December 31, 2020. Additionally, the updated census
information increased the plans’ projected pension obligation by approximately $8.7 million at December 31, 2020. The increases
were partially offset by an approximately $21.4 million decrease in pension obligation due to the updated mortality projection scale,
cash balance interest crediting assumption and optional form conversion basis in 2020.
Net Periodic Benefit Cost (Credit)
The following tables provide the components of net periodic benefit cost (credit) for the plans for the years ended December 31,
(in thousands):
Service cost
Interest cost
Expected return on plan assets
Amortization of prior service costs
Amortization of net (gain) loss
Settlement gain recognized
Net periodic benefit cost (credit)
2021
Pension Benefits
2020
2019
2021
OPEB
2020
2019
$
$
$
1,130
40,223
(110,963)
167
1,189
(12,464)
(80,718) $
$
962
63,577
(108,836)
-
30
(1,591)
(45,858) $
$
271
31,167
(47,575)
-
-
-
(16,137) $
31
369
-
(46)
725
-
1,079
$
$
12
681
-
(46)
162
-
809
$
$
12
806
-
-
(10)
-
808
The Company anticipates recording an aggregate net periodic benefit credit of $42.3 million for its pension and other benefits in
2022, as the expected return on plan assets exceeds estimated interest cost.
F-32
The net periodic costs for the Company’s pension and other benefit plans were determined using the following assumptions:
Discount rate
Expected return on plan assets
Compensation increase rate
Cash balance interest crediting rate
2021
2.16% - 2.29%
5.15% - 5.90%
-
2.20% - 2.50%
Pension Benefits
2020
3.08%
5.45% - 5.75%
-
1.93% - 2.20%
2019
2021
3.12% - 4.13% 1.39% - 2.06%
-
5.55% - 6.25%
2.00%
-
-
2.50% - 3.20%
OPEB
2020
2.52% - 2.94%
-
2.00%
-
2019
2.57% - 4.06%
-
2.00%
-
The reasonableness of the expected return on the funded retirement plan assets was assessed with the assistance of an
investment consultant, but all assumptions were reviewed by management. Their proprietary model simulates possible capital market
scenarios based on the current economic environment and their capital market assumptions to come up with expected returns for the
portfolio based on the current asset allocation.
For purposes of measuring the related postretirement health care costs for 2021, we assumed a 5.57% annual rate of increase in
the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to 5.00% for 2025 and remain at that
level thereafter. For purposes of measuring the related postretirement health care obligations at December 31, 2021, we assumed a
6.25% annual rate of increase in the per capita cost of covered health care benefits. The rate was assumed to decrease gradually to
4.50% for 2030 and remain at that level thereafter.
The following table provides a summary of the Company’s accumulated other comprehensive income (loss) related to pension
and other postretirement benefit plans prior to any deferred tax effects (in thousands):
December 31, 2018
Actuarial (loss) gain
December 31, 2019
Prior service cost
Actuarial gain (loss)
December 31, 2020
Prior service (cost) credit
Actuarial gain
December 31, 2021
Pension Benefits
OPEB
$
$
$
$
(19,341)
47,862
28,521
(1,978)
22,608
49,151
167
141,933
191,251
$
$
$
38
(1,924)
(1,886)
-
(1,011)
(2,897)
(46)
1,796
(1,147)
The asset allocation for Nexstar’s funded retirement plans at the end of 2021, and the asset allocation range for 2022, by asset
category, are as follows:
Asset category:
Equity securities
Fixed income securities
Other
Total
Asset Allocation
2022
20% - 40%
60% - 80%
-
Percentage of Plan Assets
at Year End
2021
39%
53%
8%
100%
As the plan sponsor of the funded retirement plans, Nexstar’s investment strategy is to achieve a rate of return on the plans’
assets that, over the long-term, will fund the plans’ benefit payments and will provide for other required amounts in a manner that
satisfies all fiduciary responsibilities. A determinant of the plans’ returns is the asset allocation policy. The investment policies for
plan assets provides ranges for the plans’ long-term asset mix, as follows:
For plan assets with a total fair value of $1,751 million as of December 31, 2021, the investment policy ranges are 12-32%
U.S. equity, 0-17% non-U.S. equity, 0-10% emerging market equity, 0-18% global equity, 0%-18% opportunistic sub-
asset classes, 40%-60% fixed income and 0-5% cash.
For plan assets with a total fair value of $401.3 million as of December 31, 2021, the investment policy ranges are 3-23%
U.S. equity, 0-13% non-U.S. equity, 0-12% emerging market equity, 0-17% global low volatility equity, 0%-15%
opportunistic sub-asset classes, 60%-80% fixed income and 0-10% cash.
Nexstar also reviews the plans’ overall asset allocation to determine the proper balance of securities by market capitalization,
value or growth, U.S., international or global or the addition of other asset classes.
F-33
The investment policies are reviewed frequently and administered by an investment consultant. Periodically, Nexstar evaluates
each investment with the investment consultant to determine if the overall portfolio has performed satisfactorily when compared to the
defined objectives, similarly invested portfolios and specific market indices.
Investments in Common Collective Trust Funds do not have any unfunded commitments and do not have any applicable
liquidation periods or defined terms and periods to be held. The portfolios offer daily liquidity; however, they request 5 business
days’ notice for both withdrawals and redemptions. Strategies of the Common Collective Trust Funds by major category are as
follows:
Equity Common Collective Trusts are primarily invested in funds seeking investment results that correspond to the total
return performance of their respective benchmarks in both the U.S. and international markets. Equity securities are
invested broadly in U.S. and non-U.S. companies and are diversified across countries, currencies, market capitalizations
and investment styles. These securities use the S&P 500 (U.S. large cap), Russell 2000 (U.S. small cap), Russell 2500
(U.S. mid cap) and MSCI All Country World Index ex-U.S. (non-U.S.) as their benchmarks.
Fixed Income Common Collective Trusts are primarily invested in funds with an investment objective to provide
investment returns through fixed-income and commingled investment vehicles that seek to outperform their respective
benchmarks. Fixed income securities are invested in diversified portfolios that invest across the maturity spectrum and
include primarily investment-grade securities with a minimum average quality rating of A and insurance annuity
contracts. These securities use the Barclays Capital Aggregate (intermediate term bonds), Barclays Capital Long
Corporate and Barclays Capital Long Government/Credit (long bonds) U.S. Bond Indexes as their benchmarks.
Real Estate and Real Asset Common Collective Trusts seek to achieve high current return and long-term capital growth by
investing in equity securities of real estate investment trusts that seek to outperform their respective benchmarks.
Other investments include investments in real estate funds, emerging market debt and high yield bonds. These investments use
the National Council of Real Estate Investment Fiduciaries Property Index or the FTSE NAREIT All Equity REIT Index (real estate),
JPM EMBI Global Core Index (emerging market debt) and Barclays U.S. High Yield Ba/B 1% Issuer Capped Bond Index (high yield
bonds) as their benchmarks.
The following table sets forth, by asset category, Nexstar’s pension plan assets as of December 31, 2021 and 2020, using the fair
value hierarchy established under ASC Topic 820 as described in Note 11. The fair value hierarchy in the tables excludes certain
investments which are valued using net asset value (“NAV”) as a practical expedient (in thousands):
Pension plan assets measured at fair value:
Registered investment companies
Common collective trusts
Other
Pooled separate account
Total pension plan assets measured at fair value
Pension plan assets measured at NAV as a practical expedient
Pension plan assets measured at contract value:
Insurance contracts
Total pension plan assets
Pension plan assets measured at fair value:
Registered investment companies
Common collective trusts
Fixed income
Other
Pooled separate account
Total pension plan assets measured at fair value
Pension plan assets measured at NAV as a practical expedient
Pension plan assets measured at contract value:
Insurance contracts
Total pension plan assets
$
$
$
$
Level 1
Level 2
Level 3
Total
Pension Plan Assets as of December 31, 2021
8,987 $
-
2,106
-
11,093 $
- $
16,664
-
7,893
24,557 $
- $
-
-
-
-
$
8,987
16,664
2,106
7,893
35,650
2,111,182
5,585
2,152,417
Level 1
Level 2
Level 3
Total
Pension Plan Assets as of December 31, 2020
9,656 $
-
-
1,767
-
11,423 $
- $
16,934
-
-
8,545
25,479 $
- $
-
-
-
-
-
$
9,656
16,934
-
1,767
8,545
36,902
2,179,293
5,598
2,221,793
Registered investment companies are valued at exchange listed prices for exchange traded registered investment companies,
which are classified in Level 1 of the fair value hierarchy.
F-34
Common/collective trusts are valued on the basis of the relative interest of each participating investor in the fair value of the
underlying assets of each of the respective common/collective trusts. Common/collective trusts contain underlying assets valued based
on pricing from observable market information in a non-active market and are classified in Level 2 of the fair value hierarchy.
Certain common/collective trusts, investment companies and real estate that are measured at fair value using the NAV per share
practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in the table above are
intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.
The pooled separate account represents an insurance contract under which plan assets are administered through pooled funds.
The PSA portfolio includes investments in money market instruments, government and corporate bonds and notes. The PSA is valued
daily based on the market value of the underlying net assets in the separate account. The majority of the underlying net assets have
observable Level 1 and/or 2 quoted pricing inputs which are used to determine the unit value of the PSA which is not publicly quoted
and therefore classified as Level 2 of the fair value hierarchy.
Expected Cash Flows
The following table includes amounts that are expected to be contributed to the plans by Nexstar, in thousands. It additionally
reflects benefit payments that are made from the plans’ assets as well as those made directly from Nexstar’s assets, and it includes the
participants’ share of the costs, which is funded by participant contributions. The amounts in the table are actuarially determined and
reflect Nexstar’s best estimate given its current knowledge including the impact of recent pension funding relief legislation. Actual
amounts could be materially different.
Employer Contributions
2022 to participant benefits
Expected Benefit Payments
2022
2023
2024
2025
2026
2027-2031
Defined Contribution Plans
Pension Benefits
OPEB
$
4,030
$
142,078
141,554
142,131
141,532
140,937
675,352
2,872
2,872
2,621
2,403
2,281
2,158
8,767
The Company has established retirement savings plans under Section 401(k) of the Internal Revenue Code (the “401(k) Plans”).
The 401(k) Plans cover substantially all Company employees who meet the minimum age and service requirements and allow
participants to defer a portion of their annual compensation on a pre-tax basis. Employer contributions to the 401(k) Plans may be
made at the discretion of management of the Company. During the years ended December 31, 2021, 2020 and 2019, Nexstar
contributed $16.2 million, $14.9 million and $12.1 million, respectively, to the 401(k) Plans.
The Company has a Supplemental Income Deferral Plan for which certain employees, including executive officers, are eligible.
The plan provides benefits to highly compensated employees in circumstances in which the maximum limits established under the
ERISA and the Internal Revenue Code prevent them from receiving Company contributions. The amounts recorded by the Company
for these plans for 2021 are immaterial.
Note 11: Fair Value Measurements
The Company measures and records in its Consolidated Financial Statements certain assets and liabilities at fair value. ASC
Topic 820, “Fair Value Measurement and Disclosures,” establishes a fair value hierarchy for instruments measured at fair value that
distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable
inputs). This hierarchy consists of the following three levels:
Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an
active market.
Level 2 – Assets and liabilities whose values are based on inputs other than those included in Level 1, including quoted
market prices in markets that are not active; quoted prices of assets or liabilities with similar attributes in active markets;
or valuation models whose inputs are observable or unobservable but corroborated by market data.
Level 3 – Assets and liabilities whose values are based on valuation models or pricing techniques that utilize unobservable
inputs that are significant to the overall fair value measurement.
F-35
The carrying values of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, accounts payable,
and accrued expenses approximate fair value due to their short term nature.
As of December 31, the estimated fair values and carrying amounts of the Company’s long-term debt which are not measured at
fair value on a recurring basis were as follows (dollars in thousands):
Nexstar
Term Loan A due 2023(1)
Team Loan A due 2024(1)
Term Loan B due 2024(1)
Term Loan B due 2026(1)
5.625% Notes due 2027(2)
4.75% Notes due 2028(2)
Mission
Term Loan B due 2028(1)
Revolving loans due 2023(1)
2021
2020
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
$
484,354 $
599,356
589,353
2,601,467
1,790,215
991,891
483,751 $
601,964
593,454
2,638,471
1,880,373
1,022,310
483,816 $
618,748
862,856
2,593,671
1,790,997
990,915
296,990
61,500
299,742
61,252
-
327,000
480,373
619,619
865,311
2,601,619
1,912,181
1,040,000
-
323,517
(1)
(2)
The fair values of senior secured and revolving credit facilities are computed based on borrowing rates currently available to the
Company for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as
significant inputs to the fair value calculation are unobservable in the market.
The fair value of the Company’s fixed rate debt is estimated based on bid prices obtained from an investment banking firm that
regularly makes a market for these financial instruments. These fair value measurements are considered Level 2, as quoted
market prices are available for low volume trading of these securities.
During the year ended December 31, 2021, there were no events or changes in circumstance that triggered an impairment to the
Company’s significant assets, including equity method investments, indefinite-lived intangible assets, long-lived assets and goodwill.
See Notes 5 and 6 for additional information.
Certain investments held in the pension and other post retirement plans have been valued using net asset value (“NAV”) as a
practical expedient for fair value. In accordance with ASC 820, investments measured at NAV are excluded from the fair value
hierarchy. See Note 10 for fair value disclosures related to retirement and postretirement plans.
Note 12: Common Stock
The holders of Class A common stock are entitled to one vote per share and the holders of Class B common stock are entitled to
10 votes per share. Holders of Class A common stock and Class B common stock generally vote together as a single class on all
matters submitted to a vote of the stockholders. Holders of Class C common stock have no voting rights.
The common stockholders are entitled to receive cash dividends, subject to the rights of holders of any series of preferred stock,
on an equal per share basis. Nexstar’s senior secured credit facility provides limits on the amount of dividends the Company may pay
to stockholders during the term of Nexstar’s credit agreement.
On January 27, 2021, Nexstar’s Board of Directors approved a new share repurchase program authorizing the Company to
repurchase up to an additional $1.0 billion of its Class A common stock, increasing the Company’s share repurchase authorization to a
total capacity of $1.175 billion when combined with the remaining available amount under its prior authorization and before reduction
for any repurchases in 2021. During 2021, Nexstar repurchased a total of 3,575,568 shares of Class A common stock for $536.7
million, funded by cash on hand. In 2020, Nexstar repurchased a total of 3,085,745 shares of Class A common stock for $281.8
million, funded by cash on hand. In 2019, Nexstar repurchased a total of 439,743 shares of Class A common stock for $45.1 million,
funded by cash on hand. As of December 31, 2021, the remaining available amount under the share repurchase authorization was
$638.2 million. Share repurchases may be made from time to time in open market transactions, block trades or in private transactions.
There is no minimum number of shares that Nexstar is required to repurchase and the repurchase program may be suspended or
discontinued at any time without prior notice.
During the years ended December 31, 2021, 2020 and 2019, 1,076,169 shares, 592,785 shares and 563,285 shares, respectively,
of Class A common stock were reissued from treasury, net of any shares withheld to cover participant taxes and to fulfill stock option
exercises and vesting of restricted stock units.
F-36
For transactions and events involving the Company’s common stock after December 31, 2021, refer to Note 19.
Note 13: Stock-Based Compensation
Stock-Based Compensation Expense
The Company measures compensation cost related to stock options based on the grant-date fair value of the awards, calculated
using the Black-Scholes option-pricing model. The compensation cost related to time-based restricted stock units (“RSUs”) and
performance-based restricted stock units (“PSUs”) is based on the market price of the stock on the date of the award. The fair values
of the stock options and RSUs are recognized ratably over their respective vesting periods. The fair values of PSUs are recognized
when it is probable that the performance conditions will be achieved.
The Company recognized stock-based compensation expense of $46.7 million, $48.3 million and $38.6 million for the years
ended December 31, 2021, 2020 and 2019, respectively, all attributable to RSUs and PSUs. In 2021, 2020 and 2019, there was no
stock-based compensation attributable to stock options. As of December 31, 2021, there was $83.4 million of total unrecognized
compensation cost related to RSUs and PSUs, which is expected to be recognized over a weighted-average period of 2.5 years. There
is no remaining unrecognized compensation cost related to stock options.
Stock-Based Compensation Plans
As of December 31, 2021, Nexstar has three stock-based compensation plans that provide for the granting of stock options,
stock appreciation rights, RSUs and PSUs to directors, employees or consultants of Nexstar: the 2019 Long-Term Equity Incentive
Plan, approved by Nexstar’s majority stockholders on June 5, 2019 (the “2019 Plan”), the 2015 Long-Term Equity Incentive Plan,
approved by Nexstar’s majority stockholders on June 11, 2015 (the “2015 Plan”) and the 2012 Long-Term Equity Incentive Plan,
approved by Nexstar’s majority stockholders on September 26, 2012 (the “2012 Plan”). A maximum of 3,100,000 shares, 2,500,000
shares and 1,500,000 shares of Nexstar’s Class A common stock can be issued under the 2019 Plan, 2015 Plan and 2012 Plan,
respectively. No new awards are granted under equity incentive plans prior to these plans but any unissued available shares can be
issued under the 2012 Plan.
At December 31, 2021, 2,450,275 shares remained available for future grants, of which 2,420,317 shares and 29,958 shares
were available under the 2019 Plan and the 2015 Plan, respectively. No remaining shares were available under the 2012 Plan. Nexstar
utilizes any available treasury stock or issues new shares of its Class A common stock when options are exercised or restricted stock
units vest.
Stock Options
Options are granted with an exercise price at least equal to the fair market value of the underlying shares of common stock on
the date of the grant. As of December 31, 2021, all outstanding options are fully vested and expire ten years from the date of grant.
Except as otherwise determined by the compensation committee or with respect to the termination of a participant’s services in certain
circumstances, including a change of control, no option may be exercised within six months of the date of the grant. Upon the
employee’s termination, all nonvested options are forfeited immediately and any unexercised vested options are cancelled from 30 to
180 days following the termination date.
The following table summarizes activity and information related to stock options for the year ended December 31, 2021:
Balances as of December 31, 2020
Granted
Exercised
Vested
Forfeited/cancelled
Balances as of December 31, 2021
Exercisable as of December 31, 2021
Fully vested and expected to vest as of
December 31, 2021
Outstanding Options
Weighted-
Average
Remaining
Contractual
Term (Years)
Weighted-
Average
Exercise
Price
Non-Vested Options
Weighted-
Average
Grant-Date
Fair Value
Shares
- $
- $
- $
- $
- $
- $
-
-
-
-
-
-
Aggregate
Intrinsic
Value
(thousands)
132,077
-
-
-
-
130,811
130,811
2.26 $
-
-
-
-
1.40 $
1.40 $
Shares
1,504,873 $
- $
(479,530) $
- $
- $
1,025,343 $
1,025,343 $
21.42
-
17.19
-
-
23.40
23.40
1,025,343 $
23.40
1.40 $
130,811
F-37
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 $130.8 million on December 31, 2021, and the stock option exercise prices multiplied by the number of
options outstanding. For the years ended December 31, 2021, 2020 and 2019, the aggregate intrinsic value of options exercised, on
their respective exercise dates, was $71.1 million, $11.9 million and $12.9 million, respectively.
Time-Based Restricted Stock Units
The RSUs vest over a range of two to five years from the date of the award. All unvested RSUs are forfeited immediately upon
the employee’s termination for any reason other than change of control. The following table summarizes activity and information
related to RSUs for the year ended December 31, 2021:
Unvested as of December 31, 2020
Awarded
Vested
Forfeited/cancelled
Unvested as of December 31, 2021
Performance-Based Restricted Stock Units
Unvested
Shares
1,202,751
430,600
(531,585)
(112,500)
989,266
$
$
$
$
$
Weighted-
Average
Grant-Date
Fair Value
71.30
138.77
70.31
72.63
100.78
The vesting of the PSUs is contingent on the continued service of the grantee and the achievement of specific performance
metrics (generally over a range of two to four years) designated by the Board of Directors of the Company. All unvested PSUs are
forfeited immediately upon the employee’s termination for any reason other than change of control. The following table summarizes
activity and information related to PSUs for the year ended December 31, 2021:
Unvested as of December 31, 2020
Awarded
Vested
Forfeited/cancelled
Unvested as of December 31, 2021
Note 14: Income Taxes
Unvested
Shares
301,669
108,333
(155,836)
(23,750)
230,416
$
$
$
$
$
Weighted-
Average
Grant-Date
Fair Value
90.53
114.03
76.47
70.75
113.13
The income tax expense (benefit) consisted of the following components for the years ended December 31 (in thousands):
Current tax expense:
Federal
State
Deferred tax expense (benefit):
Federal
State
Income tax expense
2021
2020
2019
$
$
219,063
38,304
257,367
2,135
3,376
5,511
262,878
$
$
281,358
56,856
338,214
(32,761)
(8,945)
(41,706)
296,508
$
$
111,486
28,962
140,448
8,075
(11,497)
(3,422)
137,026
F-38
The following is a reconciliation of the federal statutory income tax rate to income tax expense for the years ended December 31
(in thousands):
Federal income tax at the statutory rate
State and local taxes, net of federal benefit
Nondeductible compensation
Nondeductible acquisition costs
Nondeductible meals and entertainment
Nondeductible goodwill impairment
Excess tax benefit on stock-based compensation
Disposition of nondeductible goodwill
Change in beginning of year valuation allowance
Uncertain tax positions
Other
Income tax expense
2021
2020
2019
$
$
$
229,616
43,315
6,203
-
1,718
-
(19,563)
-
18,866
(11,944)
(5,333)
262,878 $
$
231,922
43,082
6,289
-
1,487
-
(2,974)
8,347
5,332
1,228
1,795
296,508 $
78,229
13,569
5,149
3,649
2,171
8,920
(5,363)
10,302
19,894
902
(396)
137,026
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Act”) was signed into law making significant changes to the
Internal Revenue Code. The Act reduced the federal corporate income tax rate from 35% to 21% effective for tax years beginning
after December 31, 2017. Although the federal corporate income tax rate reduction is only effective for tax periods beginning after
December 31, 2017, ASC 740 requires the Company to remeasure the existing net deferred tax liability in the period of enactment.
The Act also provides for immediate expensing of 100% of the costs of qualified property that are incurred and placed in service
during the period from September 27, 2017 to December 31, 2022. Beginning January 1, 2023, the immediate expensing provision is
phased down by 20% per year until it is completely phased out as of January 1, 2027. Additionally, effective January 1, 2018, the Act
modifies the executive compensation deduction limitation and imposes possible limitations on the deductibility of interest expense. As
a result of these provisions of the Act, the Company’s deduction related to executive compensation and interest expense could be
limited in future years.
The components of the net deferred tax asset (liability) were as follows, as of December 31 (in thousands):
Deferred tax assets:
Net operating loss carryforwards
Compensation
Rent
Pension
Other
Total deferred tax assets
Valuation allowance for deferred tax assets
Total deferred tax assets
Deferred tax liabilities:
Property and equipment
Other intangible assets
Goodwill
FCC licenses
Rent
Deferred gain on spectrum
Investments
Other
Total deferred tax liabilities
Net deferred tax liabilities
F-39
2021
2020
$
$
$
50,327
10,270
71,648
35,945
30,623
198,813
(42,345)
156,468
(240,872)
(485,730)
(118,999)
(668,590)
(76,471)
(37,276)
(210,484)
(46,554)
(1,884,976)
(1,728,508) $
49,859
13,133
68,919
94,971
30,961
257,843
(23,479)
234,364
(252,149)
(536,365)
(76,544)
(649,034)
(75,571)
(37,275)
(242,436)
(38,998)
(1,908,372)
(1,674,008)
As of December 31, 2021, the Company had a valuation allowance related to deferred tax assets of $42.3 million which was not
likely to be realized, an increase of $18.9 million from the December 31, 2020 balance. The valuation allowance increased in 2021
primarily due to Mission’s limitation on the deduction for business interest expense, continued losses, and the increase in deferred tax
liabilities for indefinite-lived intangible assets.
As of December 31, 2021, the Company’s reserve for uncertain tax positions totaled approximately $32.8 million. For the years
ended December 31, 2021, 2020 and 2019 there were $32.8 million, $45.6 million and $45.2 million of gross unrecognized tax
benefits, respectively, that would reduce the effective tax rate if the underlying tax positions were sustained or settled favorably. The
Company has not recorded any tax reserves related to the Chicago Cubs Transactions as further described in Note 16.
A reconciliation of the beginning and ending balances of the gross liability for uncertain tax positions is as follows (in
thousands):
Uncertain tax position liability at the beginning of the year
Increases resulting from merger transaction
Increases related to tax positions taken during the current period
Increases related to tax positions taken during prior periods
Decreases related to tax positions taken during prior periods
Decreases related to settlements with taxing authorities
Decreases related to expiration of statute of limitations
Uncertain tax position liability at the end of the year
2021
2020
2019
$
$
45,590
-
348
-
(45)
(6,961)
(6,086)
32,846
$
$
45,235
2,007
75
466
-
(1,433)
(760)
45,590
$
$
12,542
32,211
75
761
-
-
(354)
45,235
The Company’s liability for unrecognized tax benefits totaled $32.8 million and $45.6 million at December 31, 2021 and 2020,
respectively. If all of the unrecognized tax benefits at those dates had been recognized, there would have been a favorable $32.8
million and $45.6 million impact on the Company’s reported income tax expense in 2021 and 2020, respectively.
As allowed by ASC Topic 740, the Company recognizes accrued interest and penalties related to uncertain tax positions in
income tax expense in the accompanying Consolidated Statements of Operations and Comprehensive Income. The Company’s
accrued interest and penalties related to uncertain tax positions were $6.1 million, $7.3 million and $6.4 million for the years ended
December 31, 2021, 2020 and 2019, respectively.
Although management believes its estimates and judgments are reasonable, the resolutions of the Company’s tax issues are
unpredictable and could result in tax liabilities that are significantly higher or lower than those which have been provided by the
Company. The Company believes it is reasonably possible that the total amount of unrecognized tax benefits could decrease by
approximately $28.5 million within the next twelve months due to the resolution of tax examination issues and statute of limitations
expirations.
There can be no assurance that the outcomes from any tax examinations will not have a significant impact on the amount of such
liabilities, which could have an impact on the operating results or financial position of the Company.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Tribune acquired
entities are currently undergoing a 2014–2015 federal audit and continue to be subject to audit for years after 2017. Protective claims
for refund have been filed for 2013, 2016 and 2017 to keep the periods open for specific issues relating to the potential Cubs
resolution. Nexstar is subject to U.S. federal tax examinations for years after 2017. The Company currently has various state income
tax returns in the process of examination or administrative appeal. Additionally, any NOLs that were generated in prior years and
utilized in the current year or future years may also be subject to examination by the Internal Revenue Service. Generally, the
Company is subject to state tax examination for years after 2017 and any NOLs that were generated in prior years and utilized in the
current year or future years may also be subject to examination.
The Company has gross federal and state income tax NOL carryforwards of $175.1 million and $213.8 million, respectively,
which are available to reduce future taxable income if utilized before their expiration. A valuation allowance has been recorded
against $129.2 million of federal NOLs and $54.6 million of state NOLs attributable to one of the consolidated VIEs. The federal
NOLs expire through 2037 if not utilized. Federal NOLs generated after 2017 carry forward indefinitely. State NOLs will expire
through 2041 if not utilized. Section 382 of the Internal Revenue Code of 1986, as amended, generally imposes an annual limitation
on the amount of NOLs that may be used to offset taxable income when a corporation has undergone significant changes in stock
ownership. Ownership changes are evaluated as they occur and could limit the ability to use NOLs. As of December 31, 2021, the
Company does not expect any NOLs to expire as a result of Section 382 limitations.
F-40
The ability to use NOLs is also dependent upon the Company’s ability to generate taxable income. The NOLs could expire
before the Company generates sufficient taxable income. To the extent the Company’s use of NOLs is significantly limited, the
Company’s income could be subject to corporate income tax earlier than it would if it were able to use NOLs, which could have a
negative effect on the Company’s financial results and operations.
Note 15: FCC Regulatory Matters
Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the
“Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license
issued by the FCC and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the
location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the
Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could
have a significant future impact on the television industry and on the operation of the Company’s stations and the stations to which it
provides services. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner
that could impact the Company’s stations, the stations to which it provides services and the television broadcast industry in general.
Media Ownership
FCC rules limit the Company’s ownership of television stations in local markets and nationally and govern certain local service
agreements between Nexstar and third parties. In general, FCC rules prohibit Nexstar from owning two of the top four stations in a
market in terms of audience share (unless a case-by-case exception is granted) and from owning stations that reach more than 39% of
U.S. television households (as calculated using a prescribed FCC methodology). Nexstar is also prohibited from providing more than
15 percent of the programming of a non-owned television station through a TBA or LMA if Nexstar also owns a station in the same
market, unless the applicable TBA or LMA was entered into prior to November 5, 1996.
The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds are no longer
“necessary in the public interest as a result of competition.” The FCC’s two most recent quadrennial reviews—those for 2010 and
2014—were eventually consolidated into a single proceeding that involved extensive litigation, an agency reconsideration and
multiple court appeals, culminating in an April 1, 2021 decision by the U.S. Supreme Court. The 2018 quadrennial review, which the
FCC commenced in December 2018, remains pending, and the FCC has recently solicited and received comments to update the record
of that proceeding in the wake of the Supreme Court’s decision. Additionally, the FCC has opened a proceeding to review the national
television station ownership limit. The FCC also has not yet opened its 2022 quadrennial review proceeding. Thus, the media
ownership rules are subject to change, both as a result of current and future quadrennial reviews and in other proceedings.
Spectrum
The FCC has repurposed a portion of the broadcast television spectrum for wireless broadband use. Pursuant to federal
legislation enacted in 2012, the FCC conducted an incentive auction in 2016-2017 for the purpose of making additional spectrum
available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids
from the FCC to voluntarily relinquish their spectrum in exchange for consideration, and certain wireless broadband providers and
other entities submitted successful bids to acquire the relinquished television spectrum. Television stations that did not relinquish their
spectrum were “repacked” into the frequency band still remaining for television broadcast use.
The Company has received payment for eleven television stations that accepted bids and have either moved to different channels
or (in one case) discontinued operation. Seventy-four (74) full power stations owned by Nexstar and 17 full power stations owned by
VIEs were assigned to new channels in the reduced post-auction television band. These stations have commenced operation on their
new assigned channels and have ceased operating on their former channels. The Company is in the final stages of requesting and
receiving reimbursements for the costs of repacking these stations, as the FCC is now closing out its process for such reimbursements.
F-41
Retransmission Consent
Broadcasters may obtain carriage of their stations’ signals on cable, satellite and other MVPDs through either mandatory
carriage or through “retransmission consent.” Every three years all stations must formally elect either mandatory carriage or
retransmission consent. The next election must be made by October 1, 2023 and will be effective January 1, 2024. Must-carry
elections require that the MVPD carry one station programming stream and related data in the station’s local market. However,
MVPDs may decline a must-carry election in certain circumstances. MVPDs do not pay a fee to stations that elect mandatory carriage.
A broadcaster that elects retransmission consent waives its mandatory carriage rights, and the broadcaster and the MVPD must
negotiate for carriage of the station’s signal. Negotiated terms may include channel position, service tier carriage, carriage of multiple
program streams, compensation and other consideration. If a broadcaster elects to negotiate retransmission terms, it is possible that the
broadcaster and the MVPD will not reach agreement and that the MVPD will not carry the station’s signal.
FCC rules and federal statutory law require retransmission consent negotiations to be conducted in “good faith.” It is a violation
of the duty to negotiate in good faith for a television broadcast station to negotiate retransmission consent jointly with another station
in the same market if the stations are not commonly owned. Accordingly, the VIEs with which we have sharing agreements must
separately negotiate their retransmission consent agreements with MVPDs for stations in markets where we also own a station.
MVPD operators have actively sought to change the regulations under which retransmission consent is negotiated before both
the U.S. Congress and the FCC in order to increase their bargaining leverage with television stations. There are still-open FCC
proceedings to review the “totality of the circumstances” test for good faith retransmission consent negotiations, and to eliminate or
modify the FCC’s non-duplication and syndicated exclusivity rules (which could permit MVPDs to import out-of-market television
stations in certain circumstances).
Certain OVDs have successfully or unsuccessfully sought to stream broadcast programming over the internet. In 2014, the U.S.
Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station violate
federal copyright law. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD”
to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and
seeking comment on the effects of applying MVPD rules to such OVDs. The proceeding remains open. Although the FCC has not
classified OVDs as MVPDs to date, several OVDs have signed agreements for retransmission of local stations within their markets,
and others are actively seeking to negotiate such agreements.
Note 16: Commitments and Contingencies
Broadcast Rights Commitments
Broadcast rights acquired for cash under license agreements are recorded as an asset and a corresponding liability at the
inception of the license period. Future minimum payments for license agreements for which the license period has not commenced and
no asset or liability has been recorded are as follows as of December 31, 2021 (in thousands):
2022
2023
2024
2025
2026
Thereafter
Guarantee of Mission Debt
$
$
44,317
15,143
3,288
3,294
1,141
-
67,183
Nexstar and its subsidiaries guarantee full payment of all obligations incurred under the Mission senior secured credit facility. In
the event that Mission is unable to repay amounts due, Nexstar will be obligated to repay such amounts. The maximum potential
amount of future payments that Nexstar would be required to make under this guarantee would be generally limited to the outstanding
principal amounts. As of December 31, 2021, Mission had a maximum commitment of $374.3 million under its amended credit
agreement, of which $360.8 million principal balance of debt was outstanding.
F-42
Indemnification Obligations
In connection with certain agreements that the Company enters into in the normal course of its business, including local service
agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the
Company agrees to indemnify the third party to such arrangement from losses, claims and damages incurred by the indemnified party
for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss
clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification
arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the
Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.
Collective Bargaining Agreements
As of December 31, 2021, certain technical, production and news employees at 21 of the Company’s stations are covered by
collective bargaining agreements. The Company believes that employee relations are satisfactory and has not experienced any work
stoppages at any of its stations. However, there can be no assurance that the collective bargaining agreements will be renewed in the
future or that the Company will not experience a prolonged labor dispute, which could have a material adverse effect on its business,
financial condition, or results of operations.
Litigation
From time to time, the Company is involved in litigation that arises from the ordinary operations of business, such as contractual
or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, the Company believes the
resulting liabilities would not have a material adverse effect on its financial condition or results of operations.
Local TV Advertising Antitrust Litigation—On March 16, 2018, a group of companies including Nexstar and Tribune (the
“Defendants”) received a Civil Investigative Demand from the Antitrust Division of the DOJ regarding an investigation into the
exchange of certain information related to the pacing of sales related to the same period in the prior year among broadcast stations in
some DMAs in alleged violation of federal antitrust law. Without admitting any wrongdoing, some Defendants, including Tribune,
entered into a proposed consent decree (referred to herein as the “consent decree”) with the DOJ on November 6, 2018. Without
admitting any wrongdoing, Nexstar agreed to settle the matter with the DOJ on December 5, 2018. The consent decree was entered in
final form by the U.S. District Court for the District of Columbia on May 22, 2019. The consent decree, which settles claims by the
government of alleged violations of federal antitrust laws in connection with the alleged information sharing, does not include any
financial penalty. Pursuant to the consent decree, Nexstar and Tribune agreed not to exchange certain non-public information with
other stations operating in the same DMA except in certain cases, and to implement certain antitrust compliance measures and to
monitor and report on compliance with the consent decree.
Starting in July 2018, a series of plaintiffs filed putative class action lawsuits against the Defendants and others alleging that
they coordinated their pricing of television advertising, thereby harming a proposed class of all buyers of television advertising time
from one or more of the Defendants since at least January 1, 2014. The plaintiff in each lawsuit seeks injunctive relief and money
damages caused by the alleged antitrust violations. On October 9, 2018, these cases were consolidated in a multi-district litigation in
the District Court for the Northern District of Illinois captioned In Re: Local TV Advertising Antitrust Litigation, No. 1:18-cv-06785
(“MDL Litigation”). On January 23, 2019, the Court in the MDL Litigation appointed plaintiffs’ lead and liaison counsel.
The MDL Litigation is ongoing. The Plaintiffs’ Consolidated Complaint was filed on April 3, 2019; Defendants filed a Motion
to Dismiss on September 5, 2019. Before the Court ruled on that motion, the Plaintiffs filed their Second Amended Consolidated
Complaint on September 9, 2019. This complaint added additional defendants and allegations. The Defendants filed a Motion to
Dismiss and Strike on October 8, 2019. The Court denied that motion on November 6, 2020. The parties are in the discovery phase of
litigation. The Court has not yet set a trial date. Nexstar and Tribune deny the allegations against them and will defend their
advertising practices.
In connection with Nexstar’s acquisition of Tribune on September 19, 2019, Nexstar assumed contingencies from certain legal
proceedings, as follows:
Tribune Chapter 11 Reorganization and Confirmation Order Appeals—On December 8, 2008, Tribune and 110 of its
direct and indirect wholly-owned subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under chapter 11
(“Chapter 11”) of title 11 of the United States Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”). On July 23, 2012, the Bankruptcy Court issued an order confirming the Fourth Amended Joint Plan of Reorganization for
Tribune and its Subsidiaries (as such plan was subsequently modified by its proponents, the “Plan”). The Plan became effective and
the Debtors emerged from Chapter 11 on December 31, 2012 (the “Effective Date”). The Bankruptcy Court has entered final decrees
that have collectively closed all of the Debtors’ Chapter 11 cases except for Tribune’s Chapter 11 case, which continues to be
administered under the caption In re Tribune Media Company, et al., Case No. 08-13141.
F-43
As of the Effective Date, approximately 7,400 proofs of claim had been filed against the Debtors. Amounts and payment terms
for these claims, if applicable, were established in the Plan. The Plan requires Tribune to reserve cash in amounts sufficient to make
certain additional payments that may become due and owing pursuant to the Plan subsequent to the Effective Date. As of December
31, 2021, restricted cash and cash equivalents held by Tribune to satisfy the remaining claim obligations were $15.6 million and are
estimated to be sufficient to satisfy such obligations. In 2021, the Debtors settled and resolved a disputed unsecured claim asserted by
Wilmington Trust Company (WTC), in its capacity as indenture trustee for the “PHONES Notes,” in an amount in excess of $30.0
million. Pursuant to that settlement, the Debtors withdrew $1.0 million from the reserve to pay WTC’s resolved claim.
As of December 31, 2021, all but 30 proofs of claim against the Debtors had been withdrawn, expunged, settled or otherwise
satisfied. All of the remaining proofs of claim were filed by certain of Tribune’s former directors and officers and certain professionals
formerly retained by Tribune, asserting indemnity and other related claims against Tribune for claims brought against them in lawsuits
arising from the cancellation of all issued and outstanding shares of Tribune common stock as of December 20, 2007 and Tribune
thereafter becoming wholly-owned by the Tribune Company employee stock ownership plan. Those lawsuits were consolidated in
multidistrict litigation (“MDL”) before the U.S. District Court for the Southern District of New York in proceedings captioned In re
Tribune Co. Fraudulent Conveyance Litigation. On August 20, 2021, the United States Court of Appeals for the Second Circuit issued
an opinion affirming the New York District Court’s dismissal of certain of the claims alleged in those lawsuits and reversing the New
York District Court’s dismissal of others of those claims. The claims that were not dismissed are now once again pending before the
New York District Court.
The Debtors are continuing to evaluate the remaining proofs of claim. The ultimate amounts to be paid in resolutions of the
remaining proofs of claim, including indemnity claims, continue to be subject to uncertainty. If the aggregate allowed amount of the
remaining claims exceeds the restricted cash and cash equivalents held for satisfying such claims, Tribune would be required to satisfy
the allowed claims from its cash on hand from operations.
Chicago Cubs Transactions— On August 21, 2009, Tribune and Chicago Entertainment Ventures, LLC (formerly Chicago
Baseball Holdings, LLC) (“CEV LLC”), and its subsidiaries (collectively, “New Cubs LLC”), among other parties, entered into an
agreement (the “Cubs Formation Agreement”) governing the contribution of certain assets and liabilities related to the businesses of
the Chicago Cubs Major League Baseball franchise then owned by Tribune and its subsidiaries to New Cubs LLC. The transactions
contemplated by the Cubs Formation Agreement and the related agreements thereto (the “Chicago Cubs Transactions”) closed on
October 27, 2009. As a result of these transactions, Northside Entertainment Holdings LLC (f/k/a Ricketts Acquisition LLC) (“NEH”)
owned 95% and Tribune owned 5% of the membership interests in CEV LLC. The fair market value of the contributed assets
exceeded the tax basis and did not result in an immediate taxable gain as the transaction was structured to comply with the partnership
provisions of the Internal Revenue Code (“IRC”) and related regulations.
On June 28, 2016, the IRS issued Tribune a Notice of Deficiency which presented the IRS’s position that the gain with respect
to the Chicago Cubs Transactions should have been included in Tribune’s 2009 taxable income. Accordingly, the IRS proposed a
$182.0 million tax and a $73.0 million gross valuation misstatement penalty. During the third quarter of 2016, Tribune filed a petition
in U.S. Tax Court to contest the IRS’s determination. After-tax interest on the aforementioned proposed tax and penalty through
December 31, 2021 would be approximately $136.0 million. In addition, if the IRS prevails with its position, under the tax rules for
determining tax basis upon emergence from bankruptcy, the Company would be required to reduce its tax basis in certain assets. The
reduction in tax basis would be required to reflect the reduction in the amount of the Company’s guarantee of the New Cubs
partnership debt which was included in the reported tax basis previously determined upon emergence from bankruptcy and subject to
Tribune’s 2014 and 2015 Federal Income Tax Audits (described below).
On September 19, 2019, Tribune became a wholly owned subsidiary of Nexstar following Nexstar’s merger with Tribune.
Nexstar disagrees with the IRS’s position that the Chicago Cubs Transactions generated taxable gain in 2009, the proposed penalty
and the IRS’s calculation of the gain. If the IRS prevails in its position, the gain on the Chicago Cubs Transactions would be deemed
to be taxable in 2009. Nexstar estimates that the federal and state income taxes would be approximately $225.0 million before interest
and penalties. Any tax, interest and penalty due will be offset by tax payments made relating to this transaction subsequent to 2009.
Tribune made approximately $154.0 million of tax payments prior to its merger with Nexstar.
A bench trial in the U.S. Tax Court took place between October 28, 2019 and November 8, 2019, and closing arguments took
place on December 11, 2019. The Tax Court issued a separate opinion on January 6, 2020 holding that the IRS satisfied the
procedural requirements for the imposition of the gross valuation misstatement penalty. The judge deferred any litigation of the
penalty until the tax issue has been resolved by the Tax Court.
F-44
On October 26, 2021, the Tax Court issued an opinion related to the Chicago Cubs Transactions, which held that Tribune’s
structure was, in substantial part, in compliance with partnership provisions of the Code and, as a result, did not trigger the entire 2009
taxable gain proposed by the IRS. The Company is currently evaluating the potential for appeal to the Court of Appeals for the
holdings within the opinion which are unfavorable to the Company. While the Tax Court has issued its opinion, it has not held further
proceedings on the penalty issue and has not entered a final decision that starts the time in which either party may appeal the ruling to
the Court of Appeals.
As of December 31, 2021, Nexstar believes the tax impact of applying the Tax Court opinion is not material to the Company’s
accounting for uncertain tax positions or to its Consolidated Financial Statements. Although management believes its estimates and
judgments are reasonable, the timing and ultimate resolution is unpredictable and could materially change.
Revenue Agent’s Report on Tribune’s 2014 to 2015 Federal Income Tax Audits— Prior to Nexstar’s merger with Tribune
in September 2019, Tribune and a few of its subsidiaries were undergoing separate federal income tax audits for taxable years 2014
and 2015. In the third quarter of 2020, the IRS completed its audits of the acquired Tribune entities, and with the exception of Tribune,
all other entity audits have been resolved and closed. For Tribune, the IRS issued a Revenue Agent’s Report which disallows the
reporting of certain assets and liabilities related to Tribune’s emergence from Chapter 11 bankruptcy on December 31, 2012. Nexstar
disagrees with the IRS’s proposed adjustments to the tax basis of certain assets and the related taxable income impact, and Nexstar is
contesting the adjustments through the IRS administrative appeal procedures. If the IRS prevails with its position and after taking into
account the impact of the Tax Court opinion, Nexstar would be required to reduce its tax basis in certain assets resulting in a $15.0
million increase in its federal and state taxes payable and a $71.0 million increase in deferred income tax liability as of December 31,
2021. In accordance with ASC Topic 740, the Company has reflected $11.0 million for certain contested issues in its liability for
uncertain tax positions at December 31, 2021 and December 31, 2020.
Note 17: Segment Data
The Company’s reportable broadcast segment includes (i) television stations and related community focused websites that
Nexstar owns, operates, programs or provides sales and other services to in various markets across the United States, (ii) NewsNation,
a live daily national news and general entertainment cable network, (iii) two owned and operated digital multicast networks and other
multicast network services, and (iv) WGN-AM, a Chicago radio station. The other activities of the Company include (i) corporate
functions, (ii) the management of certain real estate assets, including revenues from leasing certain owned office and production
facilities, (iii) digital businesses and (iv) eliminations. The Company evaluates the performance of its operating segments based on net
revenue and segment profit. Segment profit excludes depreciation and amortization, amortization of broadcast rights (but includes
payments for broadcast rights), reimbursement from the FCC related to station repack, impairment charges, gain on disposal of assets
and business divestitures and certain other items that are included in income from continuing operations determined in accordance
with U.S. GAAP.
Segment financial information is included in the following tables for the periods presented (in thousands):
Net revenue
Broadcast
Other
Total net revenue
Operating income (loss)
Broadcast segment profit
Corporate (unallocated) and other
Depreciation and amortization
Payments for broadcast rights, net of amortization
Reimbursement from the FCC related to station repack
Assets held for sale impairment
Goodwill and intangible assets impairment
Gain on disposal of stations and business units, net
Miscellaneous, net
Income from operations
2021
Years Ended December 31,
2020
2019
4,533,816
114,555
4,648,371
$
$
4,410,528
90,741
4,501,269
$
$
2,929,431
109,893
3,039,324
2021
Years Ended December 31,
2020
2019
1,741,542
(152,790)
(467,477)
46,310
19,735
(23,046)
-
2,755
8,364
1,175,393
$
$
1,823,812
(142,298)
(427,398)
56,096
57,261
-
-
7,473
450
1,375,396
$
$
1,047,972
(182,882)
(323,692)
15,612
70,356
-
(63,317)
96,091
(5,009)
655,131
$
$
$
$
F-45
Assets
Broadcast (1)
Corporate (unallocated) and other
As of December 31,
2021
2020
$
$
12,038,836
1,225,626
13,264,462
$
$
12,352,509
1,051,767
13,404,276
(1) While the Company’s investment in TV Food Network ($1.191 billion at December 31, 2021 and $1.302 billion at December 31, 2020) has not
been allocated to a Company reporting unit or operating segment, such asset has been included in the Company’s disclosure of Broadcast
segment assets given the similar nature of the investment to that segment. For additional information on equity investments, see Note 6.
Goodwill
Broadcast
Other
As of December 31,
2021
2020
$
$
2,872,629
179,032
3,051,661
$
$
2,874,274
109,734
2,984,008
The following table presents the disaggregation of the Company’s revenue under ASC 606 for the periods presented (in
thousands).
Year Ended December 31, 2021
Core advertising (local and national)
Political advertising
Distribution
Digital
Other
Trade
Total net revenue
Year Ended December 31, 2020
Core advertising (local and national)
Political advertising
Distribution
Digital
Other
Trade
Total net revenue
Year Ended December 31, 2019
Core advertising (local and national)
Political advertising
Distribution
Digital
Other
Trade
Total revenue
Broadcast
Other
Consolidated
$
$
$
$
$
$
1,761,738
45,199
2,472,213
215,758
26,172
12,736
4,533,816
Broadcast
1,571,034
507,564
2,149,569
141,960
28,226
12,175
4,410,528
Broadcast
1,335,126
51,889
1,368,881
137,067
19,083
17,385
2,929,431
$
$
$
$
$
$
-
-
681
106,800
7,074
-
114,555
Other
38
-
3,053
81,408
6,242
-
90,741
Other
-
-
-
104,452
5,441
-
109,893
$
$
$
$
$
$
1,761,738
45,199
2,472,894
322,558
33,246
12,736
4,648,371
Consolidated
1,571,072
507,564
2,152,622
223,368
34,468
12,175
4,501,269
Consolidated
1,335,126
51,889
1,368,881
241,519
24,524
17,385
3,039,324
The Company primarily derives its revenues from television and digital advertising and from distribution of its stations’ signals
and networks. During the years ended December 31, 2021 and 2020, revenues from these sources for two of the Company’s customers
exceeded 10%. In 2021, each of these customers represented approximately 12%, and 13%, respectively, of the Company’s
consolidated net revenues. In 2020, each of these customers represented approximately 11% of the Company’s consolidated net
revenues. No single customer provided more than 10% of the Company’s consolidated net revenues during the year ended December
31, 2019.
Advertising revenue (core, political and digital) is positively affected by national and regional political campaigns and certain
events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and
fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading
up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when
congressional and presidential elections occur and advertising is aired during the Olympic Games.
F-46
The Company receives compensation from MVPDs and OVDs in return for the consent to the retransmission of the signals of its
television stations and the carriage of NewsNation. Distribution revenue is recognized at the point in time the broadcast signal is
delivered to the distributors and is based on a price per subscriber.
Note 18: Valuation and Qualifying Accounts
Allowance for Doubtful Accounts Rollforward (in thousands):
Year Ended December 31, 2021
Year Ended December 31, 2020
Year Ended December 31, 2019
Balance at
Beginning
of Period
$
$
34,922
17,205
13,158
Additions
Charged to
Costs and
Expenses
Deductions(1)
Balance at
End of
Period
$
9,751
30,046
12,972
(21,544) $
(12,329)
(8,925)
23,129
34,922
17,205
(1) Uncollectible accounts written off, net of recoveries.
Note 19: Subsequent Events
On January 27, 2022, Nexstar’s Board of Directors declared a quarterly cash dividend of $0.90 per share on its outstanding
Class A common stock. The dividend is scheduled to be paid on February 28, 2022 to stockholders of record on February 11, 2022.
From January 1 to February 25, 2022, we repurchased 466,825 shares of our Class A common stock for $76.3 million, funded
by cash on hand. As of the date of filing this Annual Report on Form 10-K, the remaining available amount under the share
repurchase authorization was $561.9 million. From January 1 to February 25, 2022, in connection with stock option exercises and
vesting of restricted stock units, we issued 712,535 shares of our Class A common stock, net of any shares withheld for taxes.
On January 31, 2022, the Company announced that its Board of Directors voted to recommend that shareholders approve an
amendment to its corporate charter to eliminate the Company’s Class B common stock and Class C common stock classes. As of
December 31, 2021, and as of the date of filing this Annual Report on Form 10-K, no shares of Class B common stock or Class C
common stock were outstanding. The proposed charter amendment is subject to shareholder approval at the Company’s 2022
annual meeting of stockholders, which will be held in June 2022. The Company expects to file a preliminary proxy statement for
the 2022 stockholder meeting in April 2022.
F-47
Non-GAAP Financial Information
We utilize Adjusted EBITDA and free cash flow in our communications with investors. These financial measures
are not defined under U.S. GAAP.
Adjusted EBITDA is calculated as net income, plus interest expense (net), loss on extinguishment of debt, income
tax expense (benefit), depreciation, amortization of intangible assets and broadcast rights, (gain) loss on asset
disposal, impairment charges, (income) loss from equity method investments, distribution from equity method
investments and other expense (income), minus reimbursement from the FCC related to station repack and broadcast
rights payments. We consider Adjusted EBITDA to be an indicator of our assets’ operating performance and a measure
of our ability to service debt. It is also used by management to identify the cash available for strategic acquisitions and
investments, maintain capital assets and fund ongoing operations and working capital needs. We also believe that
Adjusted EBITDA is useful to investors and lenders as a measure of valuation and ability to service debt.
Free cash flow is calculated as net income, plus interest expense (net), loss on extinguishment of debt, income tax
expense (benefit), depreciation, amortization of intangible assets and broadcast rights, (gain) loss on asset disposal,
stock-based compensation expense, impairment charges, (income) loss from equity method investments, distribution
from equity method investments and other expense (income), minus payments for broadcast rights, cash interest
expense, capital expenditures, proceeds from disposals of assets, and operating cash income tax payments. We
consider Free Cash Flow to be an indicator of our assets’ operating performance. In addition, this measure is useful to
investors because it is frequently used by industry analysts, investors and lenders as a measure of valuation for
broadcast companies, although their definitions of Free Cash Flow may differ from our definition.
In the following tables, we have provided reconciliations between our net income, a GAAP defined measure which
is presented in our consolidated financial statements, and our non-GAAP measures. While many of these amounts are
presented in our financial statements, these tables are unaudited. The amounts below are presented in thousands.
Net Income to Adjusted EBITDA Reconciliation:
Net income
Add (Less):
Interest expense, net
Loss on extinguishment of debt
Income tax expense
Depreciation of property and equipment
Amortization of intangible assets
Amortization of broadcast rights
Stock-based compensation expense
Amortization of right-of-use assets attributable to favorable leases
(Gain) loss on asset disposal and operating lease terminations, net
Change in the estimated fair value of contingent consideration attributable to a past merger
Gain on relinquishment of spectrum
Corporate one-time transaction expenses
Asset held for sale impairment
Right-of-use asset impairment
Income from equity method investments, net
Distributions from equity method investments
Pension and other postretirement plans credit, net
Other expenses, net
Gain on disposal of stations and business units, net
Reimbursement from the FCC related to station repack
Payments for broadcast rights
Adjusted EBITDA before transaction, one-time and other non-cash items
Less: Transaction and other one-time expenses
Adjusted EBITDA before other non-cash items
Add (Less):
Stock-based compensation expense
Pension and other postretirement plans credit, net(1)
Transaction and other one-time expenses
Adjusted EBITDA before transaction and other one-time expenses
Less: Transaction and other one-time expenses
Adjusted EBITDA
Years Ended December 31,
2021
830,436
$
2020
$
808,060
282,651
3,213
262,878
166,565
300,912
121,068
46,703
609
(6,203)
(2,769)
—
7,940
23,046
—
(124,580)
239,470
(80,936)
1,731
(2,755)
(19,735)
(167,378)
1,882,866
(7,940)
335,303
50,745
296,508
147,688
279,710
137,490
48,274
609
4,937
3,933
(10,791)
44,433
—
868
(70,154)
223,682
(46,010)
944
(7,473)
(57,261)
(193,586)
1,997,909
(44,433)
1,874,926
1,953,476
(46,703)
68,472
7,940
(48,274)
46,010
44,433
1,904,635
(7,940)
1,995,645
(44,433)
$ 1,896,695
$ 1,951,212
(1) Excludes $12.5 million settlement gain from the purchase of an annuity contract related to certain participants of a qualified pension plan during
Q4 2021.
i
Net Income to Free Cash Flow Reconciliation:
Net income
Add (Less):
Interest expense, net
Loss on extinguishment of debt
Income tax expense
Depreciation of property and equipment
Amortization of intangible assets
Amortization of broadcast rights
Stock-based compensation expense
Amortization of right-of-use assets attributable to favorable leases
(Gain) loss on asset disposal and operating lease terminations, net
Change in the estimated fair value of contingent consideration attributable to a past merger
Gain on relinquishment of spectrum
Corporate one-time transaction expenses, including non-cash charges(1)
Asset held for sale impairment
Right-of-use asset impairment
Income from equity method investments, net
Distributions from equity method investments
Pension and other postretirement plans credit, net
Other expenses, net
Gain on disposal of stations and business units, net
Payments for broadcast rights
Cash interest expense
Capital expenditures, excluding station repack and CVR spectrum(2)
Capital expenditures related to station repack
Proceeds from disposal of assets
Operating cash income tax payments, net(3)
Free cash flow before transaction, one-time and other non-cash items
Less: Transaction and other one-time expenses, excluding non-cash charges(4)
Free cash flow before other non-cash items
Add: Pension and other postretirement plans credit, net(5)
Transaction and other one-time expenses
Free cash flow before transaction and other one-time expenses
Less: Transaction and other one-time expenses, excluding non-cash charges(4)
Free cash flow
Years Ended December 31,
2021
2020
$
830,436
$
808,060
282,651
3,213
262,878
166,565
300,912
121,068
46,703
609
(6,203)
(2,769)
—
7,940
23,046
—
(124,580)
239,470
(80,936)
1,731
(2,755)
(167,378)
(267,672)
(139,807)
(10,045)
17,583
335,303
50,745
296,508
147,688
279,710
137,490
48,274
609
4,937
3,933
(10,791)
44,433
—
868
(70,154)
223,682
(46,010)
944
(7,473)
(193,586)
(318,075)
(157,507)
(54,666)
2,644
(319,851)
(269,005)
1,182,809
1,258,561
(7,940)
(24,485)
1,174,869
1,234,076
68,472
7,940
1,251,281
(7,940)
46,010
24,485
1,304,571
(24,485)
$
1,243,341
$
1,280,086
(1)
Includes $19.9 million provision for uncollectible amounts due from an entity for which Nexstar had variable interests during the year ended
December 31, 2020.
(2) During the years ended December 31, 2021 and 2020, capital expenditures related to relinquishment of the CVR spectrum were $0.9 million and
$4.9 million, respectively.
(3) Excludes (i) $57.7 million in tax payments during Q3 2020 related to various sale of stations, (ii) $25.0 million tax payment during Q4 2020
related to a cash consideration received to settle a litigation.
(4) Excludes $19.9 million provision for uncollectible amounts due from an entity for which Nexstar had variable interests during the year ended
December 31, 2020.
(5) Excludes $12.5 million settlement gain from the purchase of an annuity contract related to certain participants of a qualified pension plan during
Q4 2021.
ii
Officers
Perry A. Sook
Chief Executive Officer
Thomas E. Carter
President and Chief Operating Officer
Lee Ann Gliha
Executive Vice President and Chief Financial Officer
Andrew Alford
President, Broadcasting
Sean Compton
President, Networks
Dana Zimmer
President, Distribution
Karen A. Brophy
President, Digital
Brett Jenkins
Executive Vice President, Chief Technology Officer
Blake Russell
Executive Vice President, Station Operations
Elizabeth Ryder
Executive Vice President, General Counsel and Secretary
Gary Weitman
Executive Vice President, Chief Communications Officer
Board of Directors
Perry A. Sook
Chairman of Nexstar Media Group, Inc.
Geoff Armstrong(1)
Chief Executive Officer of 310 Partners
Former Chief Financial Officer of AMFM
Bernadette S. Aulestia(2)
Chief Revenue & Growth Officer of Callisto Media
Former President, Global Distribution at HBO
Dennis J. FitzSimons(1)
Chairman of Robert R. McCormick Foundation
Former Chief Executive Officer of Tribune Company
Jay M. Grossman(2)
Managing Partner and Co-Chief Executive Officer of
ABRY Partners, LLC
C. Thomas McMillen(3)
President and Chief Executive Officer of
LEAD1 Association
Lisbeth McNabb(1)
Former Chief Financial Officer and
Chief Executive Officer of Linux Foundation
Dennis A. Miller(2)
Chairman of Industrial Media and Investor
John R. Muse(3)
Investor and Former Board Member of
Media General
I. Martin Pompadur(3)
Former News Corporation Executive
Committee Membership:
(1) Audit Committee
(2) Compensation Committee
(3) Nominating & Corporate Governance Committee
Additional Information
Corporate Headquarters
Nexstar Media Group, Inc.
545 E. John Carpenter Freeway
Suite 700
Irving, TX 75062
(972) 373-8800 Phone
(972) 373-8888 Fax
www.nexstar.tv
Annual Meeting of Stockholders
The 2022 Annual Meeting will be held
on Monday, June 13, 2022
at 10:00 a.m., CDT
at 545 E. John Carpenter Freeway,
Suite 120,
Irving, TX 75062
Stock Exchange Listing
NASDAQ Global Select Market
Symbol: NXST
Stock Transfer Agent and
Registrar
American Stock Transfer &
Trust Company
Legal Counsel
Kirkland & Ellis LLP
New York, NY
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
Dallas, TX