NEXSTAR MEDIA GROUP, INC. [NXST] Filings

10-Q 1 nxst-20220331.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 000-50478

NEXSTAR MEDIA GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		23-3083125
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)

545 E. John Carpenter Freeway, Suite 700, Irving, Texas		75062
(Address of Principal Executive Offices)		(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

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock

NXST

NASDAQ Global Select Market

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 check mark 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 submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 9, 2022, the registrant had 40,404,252 shares of Class A Common Stock outstanding.

TABLE OF CONTENTS


				Page
PART I		FINANCIAL INFORMATION

ITEM 1.		Financial Statements (Unaudited)

		Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021		3

		Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021		4

		Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2022 and 2021		5

		Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021		6

		Notes to Unaudited Condensed Consolidated Financial Statements
	Note 1: Organization and Business Operations		7
	Note 2: Summary of Significant Accounting Policies		7
	Note 3: Intangible Assets and Goodwill		11
	Note 4: Investments		12
	Note 5: Accrued Expenses		13
	Note 6: Retirement and Post Retirement Plans		14
	Note 7: Debt		14
	Note 8: Leases		15
	Note 9: Fair Value Measurements		16
	Note 10: Common Stock		17
	Note 11: Income Taxes		17
	Note 12: FCC Regulatory Matters		17
	Note 13: Commitments and Contingencies		19
	Note 14: Segment Data		21
	Note 15: Subsequent Events		23
ITEM 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

ITEM 3.		Quantitative and Qualitative Disclosures About Market Risk		34

ITEM 4.		Controls and Procedures		34

PART II		OTHER INFORMATION

ITEM 1.		Legal Proceedings		35

ITEM 1A.		Risk Factors		35

ITEM 2.		Unregistered Sales of Equity Securities and Use of Proceeds		35

ITEM 3.		Defaults Upon Senior Securities		35

ITEM 4.		Mine Safety Disclosures		35

ITEM 5.		Other Information		35

ITEM 6.		Exhibits		36

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except for share and per share information, unaudited)


	March 31,			December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	326.2		$	190.9
Restricted cash and cash equivalents		15.6			15.6
Accounts receivable, net of allowance for doubtful accounts of $25.8 and $23.1, respectively		1,016.7			1,021.0
Prepaid expenses and other current assets		123.5			185.2
Total current assets		1,482.0			1,412.7
Property and equipment, net		1,502.1			1,512.5
Goodwill		3,051.6			3,051.6
FCC licenses		2,910.3			2,910.3
Network affiliation agreements, net		2,013.0			2,060.2
Other intangible assets, net		630.0			656.9
Investments		1,060.8			1,218.8
Assets held for sale, net		45.3			45.3
Other noncurrent assets, net		395.7			396.2
Total assets(1)	$	13,090.8		$	13,264.5
LIABILITIES AND STOCKHOLDERSʼ EQUITY
Current liabilities:
Current portion of debt	$	55.3		$	47.2
Accounts payable		220.7			248.2
Broadcast rights payable		73.7			76.9
Accrued expenses		278.1			315.9
Operating lease liabilities		43.7			42.8
Other current liabilities		62.0			56.3
Total current liabilities		733.5			787.3
Debt		7,205.0			7,367.9
Deferred tax liabilities		1,720.5			1,728.5
Other noncurrent liabilities		510.1			523.3
Total liabilities(1)		10,169.1			10,407.0
Commitments and contingencies (Note 13)
Stockholdersʼ equity:
Preferred stock - $0.01 par value, 200,000 shares authorized; none issued and outstanding at each of March 31, 2022 and December 31, 2021		-			-
Class A Common stock - $0.01 par value, 100,000,000 shares authorized; 47,291,463 shares issued, 40,635,704 shares outstanding as of March 31, 2022 and 47,291,463 shares issued, 40,757,429 shares outstanding as of December 31, 2021		0.5			0.5
Class B Common stock - $0.01 par value, 20,000,000 shares authorized; none issued and outstanding at each of March 31, 2022 and December 31, 2021		-			-
Class C Common stock - $0.01 par value, 5,000,000 shares authorized; none issued and outstanding at each of March 31, 2022 and December 31, 2021		-			-
Additional paid-in capital		1,268.8			1,311.1
Accumulated other comprehensive income		141.3			141.6
Retained earnings		2,418.7			2,204.2
Treasury stock - at cost; 6,655,759 and 6,534,034 shares as of March 31, 2022 and December 31, 2021, respectively		(913.6	)		(807.0	)
Total Nexstar Media Group, Inc. stockholdersʼ equity		2,915.7			2,850.4
Noncontrolling interests		6.0			7.1
Total stockholdersʼ equity		2,921.7			2,857.5
Total liabilities and stockholdersʼ equity	$	13,090.8		$	13,264.5

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

(1)

The condensed consolidated total assets as of March 31, 2022 and December 31, 2021 include certain assets held by consolidated VIEs of $309.2 million and $309.7 million, respectively, which are not available to be used to settle the obligations of Nexstar. The condensed consolidated total liabilities as of March 31, 2022 and December 31, 2021 include certain liabilities of consolidated VIEs of $164.9 million and $168.0 million, respectively, for which the creditors of the VIEs have no recourse to the general credit of Nexstar. See Note 2 for additional information.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share information, unaudited)


	Three Months Ended
	March 31,
	2022			2021
Net revenue	$	1,210.1		$	1,113.9
Operating expenses (income):
Direct operating expenses, excluding depreciation and amortization		490.0			449.3
Selling, general and administrative expenses, excluding depreciation and amortization		247.8			243.4
Amortization of broadcast rights		27.8			30.9
Amortization of intangible assets		77.7			73.7
Depreciation of property and equipment		39.1			39.5
Other		(1.7	)		(7.8	)
Total operating expenses		880.7			829.0
Income from operations		329.4			284.9
Income from equity method investments, net		37.7			29.8
Interest expense, net		(69.2	)		(72.1	)
Pension and other postretirement plans credit, net		10.9			17.7
Other expenses, net		(4.9	)		(1.4	)
Income before income taxes		303.9			258.9
Income tax expense		(52.5	)		(59.7	)
Net income		251.4			199.2
Net loss attributable to noncontrolling interests		0.2			1.7
Net income attributable to Nexstar Media Group, Inc.	$	251.6		$	200.9

Net income per common share attributable to Nexstar Media Group, Inc.:
Basic	$	6.15		$	4.64
Diluted	$	5.99		$	4.42

Weighted average number of common shares outstanding:
Basic		40.9			43.3
Diluted		42.0			45.4

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2022 and 2021

(in millions, except for share and per share information, unaudited)


											Accumulated
	Class A				Additional						Other												Total
	Common Stock				Paid-In			Retained			Comprehensive			Treasury Stock						Noncontrolling			Stockholdersʼ
	Shares		Amount		Capital			Earnings			Income			Shares			Amount			interests			Equity
Balances as of December 31, 2021		47,291,463	$	0.5	$	1,311.1		$	2,204.2		$	141.6			(6,534,034	)	$	(807.0	)	$	7.1		$	2,857.5
Purchase of treasury stock		-		-		-			-			-			(917,923	)		(158.1	)		-			(158.1	)
Stock-based compensation expense		-		-		13.1			-			-			-			-			-			13.1
Vesting of restricted stock units and exercise of stock options		-		-		(55.4	)		-			-			796,198			51.5			-			(3.9	)
Dividends declared on common stock ($0.90 per share)		-		-		-			(37.1	)		-			-			-			-			(37.1	)
Other		-		-		-			-			(0.3	)		-			-			(0.9	)		(1.2	)
Net income (loss)		-		-		-			251.6			-			-			-			(0.2	)		251.4
Balances as of March 31, 2022		47,291,463	$	0.5	$	1,268.8		$	2,418.7		$	141.3			(6,655,759	)	$	(913.6	)	$	6.0		$	2,921.7

Balances as of December 31, 2020		47,291,463	$	0.5	$	1,362.5		$	1,488.0		$	34.5			(4,034,635	)	$	(367.1	)	$	18.5		$	2,536.9
Purchase of treasury stock		-		-		-			-			-			(808,530	)		(121.0	)		-			(121.0	)
Stock-based compensation expense		-		-		11.6			-			-			-			-			-			11.6
Vesting of restricted stock units and exercise of stock options		-		-		(39.7	)		-			-			469,037			34.4			-			(5.3	)
Dividends declared on common stock ($0.70 per share)		-		-		-			(30.4	)		-			-			-			-			(30.4	)
Net income (loss)		-		-		-			200.9			-			-			-			(1.7	)		199.2
Balances as of March 31, 2021		47,291,463	$	0.5	$	1,334.4		$	1,658.5		$	34.5			(4,374,128	)	$	(453.7	)	$	16.8		$	2,591.0

The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.

NEXSTAR MEDIA GROUP, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions, unaudited)


	Three Months Ended March 31,
	2022			2021
Cash flows from operating activities:
Net income	$	251.4		$	199.2
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets		77.7			73.7
Amortization of broadcast rights		27.8			30.9
Depreciation of property and equipment		39.1			39.5
Stock-based compensation expense		13.1			11.6
Deferred income taxes		(8.3	)		(2.4	)
Payments for broadcast rights		(33.4	)		(45.6	)
Income from equity method investments, net		(37.7	)		(29.8	)
Distribution from equity method investments - return on capital		193.0			177.7
Other operating activities, net		6.5			(1.4	)
Changes in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		4.3			(15.4	)
Accounts payable		(21.3	)		(1.8	)
Accrued expenses and other current liabilities		(37.4	)		(31.3	)
Income tax payable		57.3			62.9
Other noncurrent liabilities		(13.2	)		(19.5	)
Net cash provided by operating activities		518.9			448.3
Cash flows from investing activities:
Purchases of property and equipment		(28.9	)		(32.1	)
Other investing activities, net		6.5			9.3
Net cash used in investing activities		(22.4

NEXSTAR MEDIA GROUP, INC. [NXST] Filings
10-Q	[2022-05-10]
10-K	[2022-02-28]
10-Q	[2021-11-03]
10-Q	[2021-08-05]
10-Q	[2021-05-05]
10-K	[2021-03-01]
10-Q	[2020-11-06]
10-Q	[2020-08-06]
10-Q	[2020-05-08]
10-K	[2020-03-02]
10-Q	[2019-11-12]
10-Q	[2019-08-07]
10-Q	[2019-05-09]
10-K	[2019-02-27]
10-Q	[2018-11-08]
10-Q	[2018-08-08]
10-Q	[2018-05-09]
10-K	[2018-03-01]
10-Q	[2017-11-07]
10-Q	[2017-08-09]
10-Q	[2017-05-10]
10-K	[2017-02-28]
10-Q	[2016-11-09]
10-Q	[2016-08-09]
10-Q	[2016-05-10]
10-K	[2016-02-29]
10-Q	[2015-11-05]
10-Q	[2015-08-07]
10-Q	[2015-05-11]
10-K	[2015-03-02]
10-Q	[2014-11-07]
10-Q	[2014-08-08]
10-Q	[2014-05-09]
10-K	[2014-03-03]
10-Q	[2013-11-08]
10-Q	[2013-08-08]
10-Q	[2013-05-10]
10-K	[2013-03-15]
10-Q	[2012-11-08]
S-1	[2012-11-02]
10-Q	[2012-08-08]
10-Q	[2012-05-09]
10-K	[2012-03-15]