Acquisitions and Dispositions (Tables)

9 Months Ended

Sep. 30, 2020

The following unaudited pro forma information (in thousands) has been presented for the periods indicated as if the Merger with Tribune had occurred on January 1, 2018. The unaudited pro forma information combined the historical results of Nexstar and Tribune, adjusted for business combination accounting effects including transaction costs attributable to the Merger, the net gain on disposal of television stations in connection with the Merger, the depreciation and amortization charges from acquired intangible assets, the interest on new debt and the related tax effects. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the Merger had taken place at the beginning of fiscal year 2018.

	Three Months Ended			Nine Months Ended
	September 30, 2019			September 30, 2019
Net revenue	$	961,395		$	2,923,988
Income before income taxes		11,000			268,427
Net (loss) income		(19,088	)		175,531
Net (loss) income attributable to Nexstar		(19,757	)		170,145

2020 Acquisitions [Member]

Business Acquisition [Line Items]

Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests

Subject to final determination, which is expected to occur within twelve months of the acquisition dates, the provisional fair values of the assets acquired and liabilities assumed associated with the 2020 acquisitions described above are as follows (in thousands):

Assets acquired
Cash	$	2,099
Accounts receivable, net		3,918
Prepaid expenses and other current assets		6,010
Property and equipment		25,896
FCC licenses		39,217
Network affiliation agreements		71,739
Goodwill		7,643
Other intangible assets		6,693
Other noncurrent assets		2,537
Total assets acquired		165,752
Less: Broadcast rights payable		(6,302	)
Accrued expenses and other current liabilities		(4,207	)
Operating lease liabilities		(1,879	)
Bargain purchase gain		(18,980	)
Total Purchase Price	$	134,384

Tribune [Member]

Business Acquisition [Line Items]

Fair Values of Assets Acquired, Liabilities Assumed and Noncontrolling Interests

The estimated fair values of the assets acquired, liabilities assumed, and noncontrolling interests (net of the effects of the Tribune Divestitures) are as follows (in thousands):

	Purchase Price
Assets acquired	Allocation ⁽¹⁾
Cash and cash equivalents	$	1,289,251
Restricted cash and cash equivalents		16,609
Accounts receivable, net		366,820
Prepaid expenses and other current assets		227,770
Property and equipment		511,255
Goodwill		896,154
FCC licenses		1,249,286
Network affiliation agreements		1,303,858
Other intangible assets		742,114
Equity investments		1,460,440
Assets held for sale		239,750
Other noncurrent assets		276,099
Total assets acquired		8,579,406

Liabilities assumed
Accounts payable		(41,233	)
Accrued expenses and other current liabilities		(358,632	)
Income taxes payable		(158,873	)
Deferred tax liabilities		(1,073,524	)
Other noncurrent liabilities		(761,649	)
Total liabilities assumed		(2,393,911	)
Noncontrolling interests		(6,201	)
Net assets acquired and consolidated	$	6,179,294

(1)	The purchase price allocation includes the effects of measurement period adjustments recorded in the fourth quarter of 2019 and in fiscal year 2020 as further discussed below.

Components of Total Consideration Paid, Payable or Issued Upon Closing of Merger

The following table summarizes the components of the total consideration paid or payable upon closing of the Merger (in thousands):

Cash consideration and related taxes	$	4,197,198
Warrants replacement awards		1,008
Repayment of Tribune debt, including premium and accrued interest		2,988,833
Gross purchase price		7,187,039
Less: Gross selling price of Tribune Divestitures, including working capital adjustments		(1,007,745	)
Net purchase price	$	6,179,294