NEXSTAR MEDIA: Management report and analysis of the financial situation and operating results (form 10-Q)

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The following discussion and analysis should be read in conjunction with our
Condensed Consolidated Financial Statements and related Notes included elsewhere
in this Quarterly Report on Form 10-Q and the Consolidated Financial Statements
and related Notes contained in our Annual Report on Form 10-K for the year ended
December 31, 2020.

As used in this Quarterly Report on Form 10-Q and unless the context indicates
otherwise, "Nexstar" refers to Nexstar Media Group, Inc. and its consolidated
subsidiaries; the "Company" refers to Nexstar and the variable interest entities
("VIE") required to be consolidated in our financial statements; and all
references to "we," "our," "ours," and "us" refer to Nexstar.

As a result of our deemed controlling financial interests in the consolidated
VIEs in accordance with U.S. GAAP, we consolidate their financial position,
results of operations and cash flows as if they were wholly-owned entities. We
believe this presentation is meaningful for understanding our financial
performance. Refer to Note 2 to our Condensed Consolidated Financial Statements
for a discussion of our determinations of VIE consolidation under the related
authoritative guidance. Therefore, the following discussion of our financial
position and results of operations includes the consolidated VIEs' financial
position and results of operations.

Caution Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 (the "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
("COVID-19") pandemic, including, for example, expectations regarding the impact
of COVID-19 on our businesses and our future financial performance; our ability
to obtain financial benefits from the recently-passed American Rescue Plan Act
of 2021 ("ARPA"); any projections or expectations of earnings, revenue,
financial performance, liquidity and capital resources or other financial items;
the impact of pending or future litigation; the effects of governmental
regulation and future regulation on broadcasting; competition from others in our
broadcast television markets; volatility in programming costs; 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 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 the inherent risks and uncertainties, including those
described in our Annual Report on Form 10-K for the year ended December 31, 2020
and in our other filings with the United States Securities and Exchange
Commission ("SEC"). The forward-looking statements made in this Quarterly Report
on Form 10-Q 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.


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Executive Summary



2021 Highlights


• During the first quarter of 2021, net sales increased by $ 22.1 million,

or 2.0% compared to the same period in 2020. The increase is mainly due

to additional revenues from stations and digital activities that we

acquired in 2020 from $ 69.3 million and an increase in distribution revenues

of our old stations $ 48.6 million. These increases were partially

offset by lower revenues from primary advertising of our heritage

stations $ 10.8 million, mainly due to the continued impact of COVID-19,

a decrease in the income from political advertising of the old stations of

$ 47.8 million as 2021 is not an election year, a decrease in net income

of our station and the transfer of $ 31.1 million and one $ 6.0

       million decrease in other revenue of our legacy stations.




    •  On January 27, 2021, our Board of Directors approved an additional $1.0

billion new share buyback program authorizing us to buy back up to

$ 1.0 billion of our class A common shares. During the three months ended

March 31, 2021, we repurchased a total of 808,530 shares of our class A

ordinary shares for $ 121.0 million, financed by available cash. Of April 1, 2021

at May 3, 2021, we bought back 331,162 additional shares of our category A

ordinary shares for $ 49.6 million, financed by available cash. Upon deposit of

this quarterly report on form 10-Q, the amount available remaining under

       the share repurchase authorization was $1.004 billion.




    •  During the first quarter of 2021, we received $177.7 million in cash

distribution from our 31.3% equity-accounted stake in TV Food Network.

• During the first quarter of 2021, our board of directors declared and paid

cash dividends of $ 0.70 per share of our outstanding Class A common shares,

       or total dividend payments of $30.4 million.




Debt Transactions



• During the three months ended March 31, 2021, we prepaid a total of $ 75.0

million in capital under our term loan B maturing in 2024, financed by cash

       on hand.



• During the three months ended March 31, 2021, we have repaid the expected principal

       maturities of $5.4 million under our Term Loan A due 2024.





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Update on COVID-19 Pandemic



The United States economy continued its path to recovery in the first quarter of
2021 with millions of Americans receiving the COVID-19 vaccine, the favorable
effects of the U.S. government's stimulus programs and states and municipalities
increasingly reopening and easing movement restrictions and public health
initiatives since the outbreak of COVID-19 was first declared as a pandemic by
the World Health Organization in March 2020 and as a national emergency by the
President of the United States.



During the first quarter of 2021, the Company continued to be profitable and
continued to generate positive cash flows from its operations, its current year
to date financial results were 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
primarily attributable to the Company's acquisitions of BestReviews, station
WPIX and other stations in 2020 and the continuing signs of recovery from the
effects of the COVID-19 pandemic, driven by the mass distribution of COVID-19
vaccines throughout the United States and the U.S. government's stimulus
programs. Overall, the ongoing COVID-19 pandemic did not have a material impact
on the Company's liquidity during the first quarter of 2021. As of March 31,
2021, the Company's unrestricted cash on hand amounted to $339.8 million and the
Company had a positive working capital of $646.5 million, both increased from
the December 31, 2020 levels of $152.7 million and $479.1 million, respectively.
As of March 31, 2021, the Company was in compliance with its financial covenants
contained in the amended credit agreements governing its senior secured credit
facilities. The Company believes it has sufficient unrestricted cash on hand and
has availability to access additional cash up to $94.7 million and $3.0 million
under the respective amended Nexstar and Mission revolving credit facilities
(with a maturity date of October 2023) to meet the Company's 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 Quarterly Report on
Form 10-Q. While we are encouraged by the trends we saw in the first quarter, we
remain uncertain of the ultimate effect COVID-19 could have on our business and
our future financial performance. To the extent that the pandemic continues to
have negative impact on the U.S. economy, our results will be affected. The full
extent of the impact of the COVID-19 pandemic on our future business operations
will also depend on future developments, which are highly uncertain and cannot
be predicted with confidence, including the availability of effective treatments
and vaccines, the speed at which these vaccines are administered, new
information which may emerge concerning the severity and impact of the COVID-19
pandemic, and any additional preventative and protective actions that the U.S.
government or the Company may direct. We will continue to evaluate the nature
and extent of the impact of COVID-19 pandemic on our business, financial
condition and liquidity in future periods.



The CARES Act/ARPA



On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act
("CARES Act") was signed into law. The CARES Act provides opportunities for
additional liquidity, loan guarantees, and other government programs to support
companies affected by the COVID-19 pandemic and their employees. The CARES Act,
among other things, includes provisions relating to refundable payroll tax
credits, deferment of employer side social security payments, deferral of
contributions to qualified pension plans and other postretirement benefit plans,
net operating loss carryback periods, alternative minimum tax credit refunds,
modifications to the net interest deduction limitations and technical
corrections to tax depreciation methods for qualified improvement property.
Under the CARES Act, we elected to defer $31.7 million of employer social
security payments in two equal installments on December 31, 2021 and 2022.



On March 11, 2021, the 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 and "fresh start" of funding
shortfalls and extended funding interest rate stabilization. Nexstar has no
funding shortfalls but utilized the extended funding interest rate stabilization
on its pension benefit plans. This relief increased Nexstar's funding target
attainment and currently requires no cash contribution to its qualified pension
benefit plans in 2021.




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Overview of operations

As of March 31, 2021, we owned, operated, programmed or provided sales and other
services to 198 full power television stations, including those owned by VIEs,
and one AM radio station 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 37 full power television
stations owned by independent third parties, of which 36 full power television
stations are VIEs that are consolidated into our financial statements.

On October 1, 2020, Nexstar Broadcasting, Inc., our wholly-owned subsidiary,
filed a Certificate of Amendment with the Secretary of State of Delaware to
change its name to Nexstar Inc. In connection with this change, effective on
November 1, 2020, we merged our two primary operating subsidiaries, Nexstar Inc.
and Nexstar Digital, LLC, with Nexstar Inc. surviving the merger as our single
operating subsidiary. Accordingly, our broadcasting, network and digital
businesses are now operating under the Nexstar Inc. umbrella. On April 16, 2021,
Nexstar Inc. changed its name to Nexstar Media Inc.

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, except for three stations, 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 2021 and 2028) 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, exclusive of stations KMSS, KPEJ and KLJB, at any time,
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.

See Note 2, "Variable Interest Entities" to our unaudited Condensed Consolidated
Financial Statements in Part I, Item 1 of this Form 10-Q for additional
information on VIEs, including a discussion of the local service agreements we
have with these independent third parties.






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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. In 2016, the FCC reinstated a previously
adopted 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 is deemed to have an attributable ownership interest in that
station. Parties to existing JSAs that were deemed attributable interests and
did not comply with the FCC's local television ownership rule were given until
September 30, 2025 to come into compliance. In November 2017, the FCC adopted an
order on reconsideration that eliminated the television JSA attribution rule.
That elimination became effective on February 7, 2018. On September 23, 2019, a
federal court of appeals vacated the FCC's November 2017 order on
reconsideration, and on December 20, 2019 the FCC issued an order that formally
reinstated the rule. On April 17, 2020, the FCC and a group of media industry
stakeholders (including Nexstar) filed separate petitions for certiorari
requesting that the U.S. Supreme Court review the September 2019 appeals court
decision. The Supreme Court granted certiorari on October 2, 2020. On April 1,
2021 the Supreme Court reversed the appeals court decision. The effect of
Supreme Court ruling will be for the FCC to reinstate the reconsideration order.
If the Company is ultimately required to amend or terminate its existing JSAs,
the Company could have a reduction in revenue and increased costs if it is
unable to successfully implement alternative arrangements that are as beneficial
as the existing JSAs.

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. In July 2017, the Company received
$478.6 million in gross proceeds from the FCC for eight stations that share a
channel with another station since 2018, one station that moved to a VHF channel
in 2019, one station that moved to a VHF channel in 2020 and one that went off
the air in November 2017. The station that went off the air did not have a
significant impact on our financial results because it was located in a remote
rural area of the country and the Company has other stations which serve the
same area.



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. Congress has
allocated up to an industry-wide total of $2.75 billion to reimburse television
broadcasters, MVPDs and other parties for costs reasonably incurred due to the
repack. During the three months ended March 31, 2021 and 2020, the Company spent
a total of $4.4 million and $16.9 million, respectively, in capital expenditures
related to station repack which were recorded as assets under the property and
equipment caption in the accompanying Condensed Consolidated Balance Sheets.
During the three months ended March 31, 2021 and 2020, the Company received $5.4
million and $12.8 million, respectively, in reimbursements from the FCC related
to these expenditures which were recorded as operating income in the
accompanying Condensed Consolidated Statements of Operations. As of March 31,
2021, approximately $27.6 million of estimated remaining costs in connection
with the station repack are expected to be incurred by the Company, some or all
of which will be reimbursable. If the FCC fails to fully reimburse the Company's
repacking costs, the Company could have increased costs related to the repack.

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. As 2021 is not an election
year, we expect a decrease in political advertising revenue to be reported in
2021 compared to 2020. However, the rescheduling of the 2020 Summer Olympics to
2021 due to the COVID-19 pandemic is expected to increase our core advertising
revenue in 2021 if the Summer Olympics occur as scheduled.

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Historical performance

Returned

The following table sets forth the amounts of the Company's principal types of
revenue (in thousands) and each type of revenue as a percentage of total net
revenue:



                                   Three Months Ended March 31,
                                 2021                        2020
                          Amount           %          Amount           %
Core advertising        $   411,714        37.0     $   417,379        38.2
Political advertising         5,408         0.5          55,341         5.1
Distribution revenue        621,235        55.8         549,716        50.3
Digital                      66,390         6.0          56,440         5.2
Other                         7,733         0.6          10,152         0.9
Trade revenue                 1,451         0.1           2,794         0.3
Total net revenue       $ 1,113,931       100.0     $ 1,091,822       100.0




Results of Operations

The following table sets forth a summary of the Company's operations (in
thousands) and each component of operating expense as a percentage of net
revenue:



                                                Three Months Ended March 31,
                                           2021                             2020
                                   Amount             %            Amount             %
Net revenue                     $   1,113,931         100.0     $   1,091,822          100.0
Operating expenses (income):
Corporate expenses                     43,480           3.9            53,474            4.9
Direct operating expenses,
net of trade                          447,782          40.2           441,781           40.5
Selling, general and
administrative expenses,
excluding corporate                   199,957          18.0           164,910           15.1
Depreciation                           39,468           3.5            35,407            3.2
Amortization of intangible
assets                                 73,687           6.6            70,582            6.5
Amortization of broadcast
rights                                 30,883           2.7            37,208            3.4
Trade expense                           1,610           0.1             3,278            0.3
Reimbursement from the FCC
related to station repack              (5,415 )        (0.5 )         (12,758 )         (1.2 )
Gain on disposal of stations
and entities, net                      (2,441 )        (0.2 )          (7,075 )         (0.6 )
Total operating expenses              829,011                         786,807
Income from operations          $     284,920                   $     305,015




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Three months ended March 31, 2021 Compared to three months ended March 31, 2020

The period-to-period comparability of our consolidated operating results is affected by acquisitions. For each quarter that we present, our legacy stations include stations that we owned or to which we have provided service for the full quarter in current and previous years. For our annual and cumulative presentations, we combine the amounts from the old stations presented each quarter.



Revenue



Core advertising revenue was $411.7 million for the three months ended March 31,
2021, compared to $417.4 million for the same period in 2020, a decrease of $5.7
million, or 1.4%. The decrease was primarily due to the ongoing impact of the
COVID-19 pandemic on our legacy stations' core advertising revenue of $10.8
million and a decrease in revenue from our station divestitures of $12.3
million, partially offset by the incremental revenue from television stations we
acquired in 2020 of $17.5 million. Our largest advertiser category, automobile,
represented approximately 19% and 20% of our core advertising revenue for the
three months ended March 31, 2021 and 2020, respectively. Overall, including
past results of our newly acquired stations, automobile revenues decreased by
approximately 5% during the quarter. The other categories representing our top
five were medical/healthcare, attorneys, insurance and lottery, which all
increased in 2021. While we are encouraged by the trends we saw in the first
quarter, we remain uncertain of the ultimate effect COVID-19 could have on our
core advertising revenue in fiscal year 2021. To the extent that the pandemic
continues to have negative impacts on the U.S. economy, our results will be
affected. However, the rescheduling of the summer Olympics to 2021, also due to
the COVID-19 pandemic situation, is expected to increase our core advertising
revenue in 2021 if such event occurs as scheduled.

Political advertising revenue was $5.4 million for the three months ended March
31, 2021, compared to $55.3 million for the same period in 2020, a decrease of
$49.9 million, or 90.2% as 2021 is not an election year.

Distribution revenue was $621.2 million for the three months ended March 31,
2021, compared to $549.7 million for the same period in 2020, an increase of
$71.5 million, or 13.0%. Our legacy stations' revenue increased by $48.6 million
primarily 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), and new distribution agreements
with higher contract rates with OVDs. Additionally, our stations acquired in
2020 increased our revenue in 2021 by $38.2 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 media revenue, representing advertising revenue on our stations' web and
mobile sites and other internet-based revenue, was $66.4 million for the three
months ended March 31, 2021, compared to $56.4 million for the same period in
2020, an increase of $10.0 million, or 17.6%. The increase was primarily due to
incremental revenue from the digital business and television stations we
acquired in 2020 of $12.1 million, partially offset by a decrease in revenue
from station divestitures of $1.9 million.

Functionnary costs

Corporate expenses, related to costs associated with the centralized management
of our stations, were $43.5 million for the three months ended March 31, 2021,
compared to $53.5 million for the same period in 2020, a decrease of $10.0
million, or 18.7%. This was primarily attributable to a decrease in payroll and
severance costs due primarily to reduction in employees and a decrease in legal
and professional fees associated with our acquisitions during the first quarter
of 2020.


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Station direct operating expenses, consisting primarily of news, engineering,
programming and station selling, general and administrative expenses (net of
trade expense) were $647.7 million for the three months ended March 31, 2021,
compared to $606.7 million for the same period in 2020, an increase of $41.0
million, or 6.8%. The increase was primarily due to expenses associated with our
television stations and digital business we acquired in 2020 of $34.8 million
(including network, programming and other direct operating costs of $21.1
million). In addition, our legacy stations' programming costs increased by $19.6
million, primarily due to network affiliation renewals and annual increases in
our network affiliation costs. These increases were partially offset by a
decrease in expense from station divestitures of $16.1 million, and our digital
products of $2.8 million.

Depreciation of property and equipment was $39.5 million for the three months
ended March 31, 2021, compared to $35.4 million for the same period in 2020, an
increase of $4.1 million, or 11.5%, primarily due to incremental depreciation
from the television stations and digital business we acquired in 2020 and
increased depreciation from newly capitalized assets related to station
repacking and other activities.

Amortization of intangible assets was $73.7 million for the three months ended
March 31, 2021, compared to $70.6 million for the same period in 2020, an
increase of $3.1 million, or 4.4%. This was primarily due to increased
amortization from the television stations and digital business we acquired in
2020 of $3.6 million, partially offset by decreases in amortization from our
divested stations and certain fully amortized assets.

The amortization of broadcasting rights was $ 30.9 million for the three months ended
March 31, 2021, compared to $ 37.2 million for the same period in 2020, a decrease of $ 6.3 million, or 17.0%, mainly due to the reduction in the cost of NewsNations film rights as it focuses and expands its national newscasting programs. The decrease is mainly due to NewsNation’s shift from syndicated programming to national newscast programming in 2020.

Income from equity investments, net

Income on equity investments, net was $29.8 million for the three months ended
March 31, 2021, compared to $14.2 million for the same period in 2020, an
increase of $15.6 million. The increase was primarily attributable to higher
equity in income from our investment in TV Food Network, net of the amortization
of basis difference, of $15.7 million.

Credit for pension plans and other supplemental pension plans, net

Pension and other postretirement plans credit, net was $17.7 million for the
three months ended March 31, 2021, compared to $10.8 million for the same period
in 2020, an increase of $6.9 million, primarily attributable to a reduction in
estimated interest costs.

Interest Expense, net



Interest expense, net was $72.1 million for the three months ended March 31,
2021, compared to $101.3 million for the same period in 2020, a decrease of
$29.2 million, or 28.9%. The decrease was due primarily to the reduction in
principal amount of our term loans from prepayments and reduction in the London
Inter-Bank Offered Rate ("LIBOR").

Loss on extinction of debt

During the three months ended March 31, 2021, loss on extinguishment of debt was
$1.0 million due to prepayments on our Term Loan B due 2024 of $75.0 million.
During the three months ended March 31, 2020, we made prepayments of our term
loans amounting to $430.0 million resulting in a loss on extinguishment of debt
of $7.5 million.

Income Taxes



Income tax expense was $59.7 million for the three months ended March 31, 2021
compared to $64.3 million for the same period in 2020. The effective tax rates,
which decreased in the current year, were 23.1% and 29.0% for each of the
respective periods. In 2020, Nexstar recorded an income tax expense of $8.1
million attributable to nondeductible goodwill written off as a result of the
sale of stations to Fox, or a 3.7% decrease to the effective tax rate in 2021.
Additionally, certain state contingency reserves decreased as a result of audit
settlements. This resulted in a decrease to income tax expense of $6.5 million
in 2021, or a 2.5% decrease to the effective tax rate in 2021.



The Company calculates its year-to-date provision for income taxes by applying
the estimated annual effective tax rate to year-to-date pre-tax income or loss
and adjusts the provision for discrete tax items recorded in the period. Future
changes in the forecasted annual income projections, including changes due to
the impact of the COVID-19 pandemic, could result in significant adjustments to
quarterly income tax expense in future periods.


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Liquidity and capital resources



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 COVID-19. In December
2020, the U.S. Food and Drug Administration issued emergency use authorizations
of two vaccines for the prevention of COVID-19, with a third one approved in
February 2021. COVID-19 has created and may continue to create significant
uncertainty in global financial markets, which may reduce demand for the
Company's advertising, retransmission, and digital services, impact the
productivity of its workforce, reduce its access to capital, and harm its
business and results of operations.



The Company continues to monitor the effects COVID-19 could have on its
operations and liquidity. During the first quarter of 2021, the Company
continued to be profitable and continued to generate positive cash flows from
its operations, its current year to date financial results were 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 primarily attributable to the Company's
acquisitions of BestReviews, station WPIX and other stations in 2020 and the
continuing signs of recovery from the effects of the COVID-19 pandemic, driven
by the mass distribution of COVID-19 vaccines throughout the United States and
the U.S. government's stimulus programs. Overall, the ongoing COVID-19 pandemic
did not have a material impact on the Company's liquidity during the first
quarter of 2021. As of March 31, 2021, the Company's unrestricted cash on hand
amounted to $339.8 million and the Company had a positive working capital of
$646.5 million, both increased from the December 31, 2020 levels of $152.7
million and $479.1 million, respectively. As of March 31, 2021, the Company was
in compliance with its financial covenants contained in the amended credit
agreements governing its senior secured credit facilities. The Company believes
it has sufficient unrestricted cash on hand and has availability to access
additional cash up to $94.7 million and $3.0 million under the respective
amended Nexstar and Mission revolving credit facilities (with a maturity date of
October 2023) 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 Quarterly Report on Form 10-Q. The Company also
believes its leverage is well positioned to withstand the current challenges as
the nearest maturity of its outstanding debt will not occur until October 2023.
The Company will continue to evaluate the nature and extent of the impact of
COVID-19 pandemic on the market conditions, on the Company's liquidity and
financial condition and its best use of operating cash flows in future periods.

Overview

The following tables present summarized financial information management
believes is helpful in evaluating the Company's liquidity and capital resources
(in thousands):



                                                         Three Months Ended March 31,
                                                          2021                  2020
Net cash provided by operating activities            $       448,255       $      415,118
Net cash provided by (used in) investing
activities(1)                                                (22,807 )      

351,029

Net cash used in financing activities                       (238,372 )           (564,150 )
Net increase in cash, cash equivalents and
restricted cash                                      $       187,076       $      201,997
Cash paid for interest                               $        82,106       $      125,516
Income taxes paid, net of refunds                    $         5,511       $        2,110




                                                                           As of December
                                                      As of March 31,           31,
                                                           2021                 2020
Cash, cash equivalents and restricted cash           $         356,385     $      169,309
Long-term debt, including current portion                    7,592,107      

7 668 003

Unused revolving loan commitments under senior
secured credit facilities (1)                                   97,701             95,662



(1) Based on alliance calculations as of March 31, 2021, all of the $ 94.7 million

    and $3.0 million unused revolving loan commitments under the respective
    Nexstar and Mission senior secured credit facilities were available for
    borrowing.


                                       33

————————————————– ——————————

Cash Flow – Operating Activities

Net cash flows provided by operating activities increased by $33.1 million
during the three months ended March 31, 2021, compared to the same period in
2020. This was primarily due to increases in revenue (excluding trade) of $23.5
million, source of cash due to lower interest payments of $43.4 million, an
increase in distribution from our equity investment in TV Food Network of $7.3
million and lower payments of broadcast rights of $6.2 million. These increases
were partially offset by an increase in our corporate, direct operating and
selling, general and administrative expense (excluding non-cash transactions) of
$30.1 million, uses of cash resulting from timing of accounts receivable
collections of $9.2 million and timing of payments to our vendors of $3.2
million, and higher tax payments of $3.4 million.

Cash flow – Investing activities

Net cash flows used in investing activities were $22.8 million during the three
months ended March 31, 2021, compared to net cash flows provided by investing
activities of $351.0 million for the same period in 2020.

In 2021, we spent a total of $32.1 million in capital expenditures, partially
offset by reimbursements from the FCC related to station repack of $5.6 million
and proceeds from the sale of a business unit of $2.5 million.

In 2020, we sold two television stations and our sports betting information
website business for $349.9 million and $12.9 million in cash, respectively. We
also received $98.0 million in cash proceeds from settlement of litigation
between Sinclair and Tribune. These increases were reduced by the cash payment
we made to acquire two television stations and certain non-license assets for a
total cash consideration payment of $63.0 million. Our capital expenditures
during the three months ended March 31, 2020 were $60.1 million, primarily due
to station repack activities which are reimbursable from the FCC.

Cash flow – Financing activities

Net cash flows used in financing activities were $238.4 million during the three
months ended March 31, 2021, compared to $564.1 million for the same period in
2020.

In 2021, we prepaid a portion of the outstanding principal balance of our Term
Loan B due 2024 of $75 million and made scheduled principal payments on our Term
Loan A due 2024 of $5.4 million, paid dividends to our common stockholders of
$30.4 million ($0.70 per share during each quarter), repurchased common shares
of $121.0 million, paid cash for taxes in exchange for shares of common stock
withheld of $8.1 million resulting from net share settlements of certain
stock-based compensation, and paid for finance lease and software obligations of
$1.4 million. These decreases were offset by the proceeds from the exercise of
stock option of $2.8 million.

In 2020, we made payments on the outstanding principal balance of our term loans
of $457.3 million (including $430.0 million in prepayments), paid dividends to
our common stockholders of $25.7 million ($0.56 per share during the quarter),
repurchased common shares of $72.6 million, paid cash for taxes in exchange for
shares of common stock withheld of $6.5 million resulting from net share
settlements of certain stock-based compensation, and paid for capital lease and
software obligations of $1.8 million.

Our senior secured credit facility may limit the amount of dividends we can pay to shareholders during the term of the agreement.

                                       34

--------------------------------------------------------------------------------

Future Sources of Financing and Debt Service Requirements



As of March 31, 2021, the Company had total combined debt of $7.592 billion, net
of financing costs and discounts, which represented 74.7% 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.



The following table summarizes the main debt whose maturity is scheduled for the periods referenced in March 31, 2021 (in thousands):



                                   Total         Remainder of 2021      2022-2023       2024-2025      Thereafter
Nexstar senior secured credit
facility                        $ 4,550,200     $            16,072     $  597,070     $ 1,292,742     $ 2,644,316
Mission senior secured credit
facility                            327,000                       -        327,000               -               -
5.625% Notes due 2027             1,785,000                       -              -               -       1,785,000
4.75% Notes due 2028              1,000,000                       -              -               -       1,000,000
                                $ 7,662,200     $            16,072     $  924,070     $ 1,292,742     $ 5,429,316




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 had $94.7 million and $3.0 million of total unused revolving loan
commitments under the respective Nexstar and Mission senior secured credit
facilities, all of which were available for borrowing, based on the covenant
calculations as of March 31, 2021. The Company's ability to access funds under
its senior secured credit facilities depends, in part, on our 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. As discussed above, the
ultimate outcome of the COVID-19 pandemic is 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.



On September 1, 2020, Nexstar's Board of Directors approved an additional $300
million in Nexstar's share repurchase authorization to repurchase its Class A
common stock. On January 27, 2021, Nexstar's Board of Directors also approved a
new share repurchase program authorizing the Company to repurchase up to $1.0
billion of its Class A common stock. The new $1.0 billion share repurchase
program increased the Company's existing 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
the first quarter of 2021. During the three months ended March 31, 2021, Nexstar
repurchased a total of 808,530 shares of its Class A common stock for $121.0
million, funded by cash on hand. From April 1, 2021 to May 3, 2021, we
repurchased an additional 331,162 shares of our Class A common stock for $49.6
million, funded by cash on hand. As of the filing of this Quarterly Report on
Form 10-Q, the remaining available amount under the share repurchase
authorization was $1.004 billion.



At April 28, 2021, Nexstar The Board of Directors declared a quarterly cash dividend of $ 0.70 per share of its Class A common shares. The dividend is payable on May 28, 2021 to shareholders registered on May 14, 2021.

Debt clauses

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 our 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
March 31, 2021, we were in compliance with our financial covenant. We believe
Nexstar and Mission will be able to maintain compliance with all covenants
contained in the credit agreements governing their senior secured facilities and
the indentures governing our 5.625% Notes due 2027 and 4.75% Notes due 2028 for
a period of at least the next 12 months from March 31, 2021.

                                       35

————————————————– ——————————

Off-balance sheet arrangements

As of March 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 March 31, 2021, we had outstanding standby letters of credit with various
financial institutions amounting to $21.7 million, of which $18.2 million was in
support of certain worker's compensation insurance programs. 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.

Summary 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.



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 (in thousands) - Summarized balance sheet
information as of March 31, 2021 and December 31, 2020 of the Obligor Group is
as follows:



                                                    March 31, 2021       December 31, 2020
Current assets - external                          $      1,371,625     $         1,205,580
Current assets - due from consolidated entities
outside of Obligor Group                                     35,857         

35,572

   Total current assets                            $      1,407,482     $   

1,241,152

Noncurrent assets - external(1)                          10,603,048         

10 676 397

Noncurrent assets - due from consolidated entities
outside of Obligor Group                                     53,292                  53,292
   Total noncurrent assets                         $     10,656,340     $        10,729,689
Total current liabilities                          $        725,943     $           727,557
Total noncurrent liabilities                       $     10,014,300     $        10,123,544
Noncontrolling interests                           $          6,996     $             6,951





(1) Excludes the shareholdings of the issuer of $ 1.186 billion and $ 1.334 billion as

of March 31, 2021 and December 31, 2020, respectively, in unbound

the companies invested. These non-consolidated entities do not guarantee the 4.75% notes

due 2028 and 5.625% due 2027. For more information on shareholders’ equity

    investments, refer to Note 5 to our Condensed Consolidated Financial
    Statements.



Summary records of transaction information for the Group of debtors (in thousands):

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