UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
(Exact Name of Registrant as Specified in Its Charter)
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(State of Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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
As of May 9, 2022, the registrant had
TABLE OF CONTENTS
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PART I |
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FINANCIAL INFORMATION |
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ITEM 1. |
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Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021 |
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Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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ITEM 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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ITEM 3. |
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34 |
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ITEM 4. |
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34 |
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PART II |
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OTHER INFORMATION |
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ITEM 1. |
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35 |
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ITEM 1A. |
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35 |
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ITEM 2. |
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35 |
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ITEM 3. |
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35 |
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ITEM 4. |
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35 |
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ITEM 5. |
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35 |
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ITEM 6. |
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36 |
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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)
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March 31, |
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December 31, |
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2022 |
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2021 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
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$ |
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Restricted cash and cash equivalents |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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FCC licenses |
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Network affiliation agreements, net |
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Other intangible assets, net |
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Investments |
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Assets held for sale, net |
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Other noncurrent assets, net |
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Total assets(1) |
$ |
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$ |
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LIABILITIES AND STOCKHOLDERSʼ EQUITY |
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Current liabilities: |
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Current portion of debt |
$ |
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$ |
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Accounts payable |
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Broadcast rights payable |
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Accrued expenses |
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Operating lease liabilities |
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Other current liabilities |
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Total current liabilities |
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Debt |
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Deferred tax liabilities |
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Other noncurrent liabilities |
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Total liabilities(1) |
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Stockholdersʼ equity: |
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Preferred stock - $ |
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Class A Common stock - $ |
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Class B Common stock - $ |
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- |
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Class C Common stock - $ |
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- |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Treasury stock - at cost; |
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Total Nexstar Media Group, Inc. stockholdersʼ equity |
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Noncontrolling interests |
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Total stockholdersʼ equity |
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Total liabilities and stockholdersʼ equity |
$ |
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$ |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
3
NEXSTAR MEDIA GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in millions, except per share information, unaudited)
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Three Months Ended |
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March 31, |
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2022 |
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2021 |
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Net revenue |
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$ |
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$ |
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Operating expenses (income): |
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Direct operating expenses, excluding depreciation and amortization |
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Selling, general and administrative expenses, excluding depreciation and amortization |
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Amortization of broadcast rights |
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Amortization of intangible assets |
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Depreciation of property and equipment |
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Other |
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Total operating expenses |
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Income from operations |
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Income from equity method investments, net |
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Interest expense, net |
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Pension and other postretirement plans credit, net |
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Other expenses, net |
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Income before income taxes |
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Income tax expense |
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Net income |
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Net loss attributable to noncontrolling interests |
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Net income attributable to Nexstar Media Group, Inc. |
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$ |
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$ |
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Net income per common share attributable to Nexstar Media Group, Inc.: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted average number of common shares outstanding: |
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Basic |
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Diluted |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
4
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)
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Accumulated |
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Class A |
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Additional |
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Other |
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Total |
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Common Stock |
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Paid-In |
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Retained |
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Comprehensive |
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Treasury Stock |
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Noncontrolling |
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Stockholdersʼ |
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Shares |
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Amount |
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Capital |
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Earnings |
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Income |
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Shares |
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Amount |
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interests |
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Equity |
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Balances as of December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Purchase of treasury stock |
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- |
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- |
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- |
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- |
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- |
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( |
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- |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Vesting of restricted stock units and exercise of stock options |
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- |
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- |
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- |
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- |
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- |
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Dividends declared on common stock ($ |
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- |
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- |
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- |
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( |
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- |
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- |
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- |
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- |
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( |
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Other |
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- |
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- |
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- |
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- |
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( |
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- |
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- |
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( |
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( |
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Net income (loss) |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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Balances as of March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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( |
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$ |
( |
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$ |
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$ |
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Balances as of December 31, 2020 |
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$ |
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$ |
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$ |
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$ |
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( |
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$ |
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$ |
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$ |
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Purchase of treasury stock |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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- |
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( |
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Stock-based compensation expense |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Vesting of restricted stock units and exercise of stock options |
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- |
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- |
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( |
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- |
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- |
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- |
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( |
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Dividends declared on common stock ($ |
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- |
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- |
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- |
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( |
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- |
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- |
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- |
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- |
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( |
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Net income (loss) |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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Balances as of March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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( |
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$ |
( |
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$ |
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$ |
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The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
5
NEXSTAR MEDIA GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions, unaudited)
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Three Months Ended March 31, |
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2022 |
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2021 |
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Cash flows from operating activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Amortization of intangible assets |
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Amortization of broadcast rights |
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Depreciation of property and equipment |
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Stock-based compensation expense |
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Deferred income taxes |
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( |
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( |
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Payments for broadcast rights |
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( |
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( |
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Income from equity method investments, net |
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( |
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( |
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Distribution from equity method investments - return on capital |
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Other operating activities, net |
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( |
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Changes in operating assets and liabilities, net of acquisitions and dispositions: |
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Accounts receivable |
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Accounts payable |
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( |
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( |
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Accrued expenses and other current liabilities |
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( |
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( |
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Income tax payable |
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Other noncurrent liabilities |
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( |
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( |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Purchases of property and equipment |
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( |
) |
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Other investing activities, net |
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Net cash used in investing activities |
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( |