SEC Info - Mission Broadcasting Inc - ‘10-Q’ for 9/30/19

Mission Broadcasting Inc – ‘10-Q’ for 9/30/19

Mission Broadcasting Inc – ‘10-Q’ for 9/30/19

On: Friday, 11/8/19, at 9:53pm ET · As of: 11/12/19 · For: 9/30/19 · Accession #: 1564590-19-42450 · File #: 333-62916-02

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘10-Q’ — 10-Q Mbcc 2019-09-30
Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Friday, 11/8/19, at 9:53pm ET · As of: 11/12/19 · For: 9/30/19 · Accession #: 1564590-19-42450 · File #: 333-62916-02

Previous ‘10-Q’: ‘10-Q’ on 8/13/19 for 6/30/19 · Latest ‘10-Q’: This Filing

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘10-Q’ — 10-Q Mbcc 2019-09-30Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘10-Q’ — 10-Q Mbcc 2019-09-30
Document Table of Contents

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/12/19  Mission Broadcasting Inc          10-Q        9/30/19   54:5.2M                                   ActiveDisclosure/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        10-Q Mbcc 2019-09-30                                HTML    680K 
 2: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 3: EX-32.1     Certification -- §906 - SOA'02                      HTML     19K 
38: R1          Document and Entity Information                     HTML     67K 
 9: R2          Condensed Balance Sheets (Unaudited)                HTML    107K 
26: R3          Condensed Balance Sheets (Unaudited)                HTML     31K 
                (Parenthetical)                                                  
45: R4          Condensed Statements of Operations (Unaudited)      HTML     64K 
41: R5          Condensed Statements of Changes in Shareholders'    HTML     34K 
                Deficit (Unaudited)                                              
12: R6          Condensed Statements of Cash Flows (Unaudited)      HTML    105K 
29: R7          Organization and Business Operations                HTML     24K 
46: R8          Summary of Significant Accounting Policies          HTML    105K 
36: R9          Local Service Agreements with Nexstar               HTML     28K 
17: R10         Intangible Assets and Goodwill                      HTML    129K 
21: R11         Debt                                                HTML     65K 
53: R12         Leases                                              HTML     63K 
34: R13         Revenue                                             HTML     56K 
18: R14         Income Taxes                                        HTML     22K 
22: R15         FCC Regulatory Matters                              HTML     38K 
54: R16         Commitments and Contingencies                       HTML     28K 
35: R17         Summary of Significant Accounting Policies          HTML    116K 
                (Policies)                                                       
16: R18         Summary of Significant Accounting Policies          HTML     86K 
                (Tables)                                                         
23: R19         Intangible Assets and Goodwill (Tables)             HTML    134K 
43: R20         Debt (Tables)                                       HTML     63K 
39: R21         Leases (Tables)                                     HTML     64K 
10: R22         Revenue (Tables)                                    HTML     54K 
27: R23         Organization and Business Operations - Additional   HTML     26K 
                Information (Details)                                            
44: R24         Summary of Significant Accounting Policies -        HTML     31K 
                Additional Information (Details)                                 
40: R25         Summary of Significant Accounting Policies -        HTML     54K 
                Schedule of ASC 842 Adoption Adjustments Impact on               
                Condensed Balance Sheets (Details)                               
11: R26         Local Service Agreements with Nexstar - Additional  HTML     22K 
                Information (Details)                                            
28: R27         Intangible Assets and Goodwill - Intangible Assets  HTML     37K 
                Subject to Amortization (Details)                                
47: R28         Intangible Assets and Goodwill - Estimated          HTML     34K 
                Amortization Expense of Definite-Lived Intangible                
                Assets (Details)                                                 
37: R29         Intangible Assets and Goodwill - Goodwill and FCC   HTML     33K 
                Licenses (Details)                                               
32: R30         Debt - Long Term Debt (Details)                     HTML     28K 
52: R31         Debt - Long Term Debt (Parenthetical) (Details)     HTML     21K 
25: R32         Debt - Additional Information (Details)             HTML     71K 
20: R33         Debt - Fair Value of Debt (Details)                 HTML     25K 
31: R34         Leases - Additional Information (Details)           HTML     33K 
51: R35         Leases - Schedule of Components of Lease            HTML     28K 
                Right-of-Use Assets and Liabilities (Details)                    
24: R36         Leases - Schedule of Other Information Related to   HTML     25K 
                Leases (Details)                                                 
19: R37         Leases - Schedule of Future Minimum Lease Payments  HTML     36K 
                Under Non-Cancellable Leases (Details)                           
33: R38         Revenue - Summary of Disaggregation of Revenue      HTML     29K 
                (Details)                                                        
50: R39         Income Taxes - Additional Information (Details)     HTML     30K 
42: R40         FCC Regulatory Matters - Additional Information     HTML     37K 
                (Details)                                                        
48: R41         Commitments and Contingencies - Additional          HTML     68K 
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Page	(sequential)	(alphabetic)	↑Top
		Alternative Formats (Word, et al.) Condensed Balance Sheets as of September 30, 2019 and December 31, 2018 Condensed Statements of Cash Flows for the nine months ended September 30, 2019 and 2018 Condensed Statements of Changes in Shareholders' Deficit for the three and nine months ended September 30, 2019 and 2018 Condensed Statements of Operations for the three and nine months ended September 30, 2019 and 2018 Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Statements (Unaudited) Legal Proceedings Management's Discussion and Analysis of Financial Condition and Results of Operations Mine Safety Disclosures Note 10: Commitments and Contingencies Note 1: Organization and Business Operations Note 2: Summary of Significant Accounting Policies Note 3: Local Service Agreements with Nexstar Note 4: Intangible Assets and Goodwill Note 5: Debt Note 6: Leases Note 7: Revenue Note 8: Income Taxes Note 9: FCC Regulatory Matters Notes to Condensed Financial Statements Other Information Quantitative and Qualitative Disclosures about Market Risk Risk Factors Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Financial Statements (Unaudited)
"	Condensed Balance Sheets as of September 30, 2019 and December 31, 2018
"	Condensed Statements of Operations for the three and nine months ended September 30, 2019 and 2018
"	Condensed Statements of Changes in Shareholders' Deficit for the three and nine months ended September 30, 2019 and 2018
"	Condensed Statements of Cash Flows for the nine months ended September 30, 2019 and 2018
"	Notes to Condensed Financial Statements
"	Note 1: Organization and Business Operations
"	Note 2: Summary of Significant Accounting Policies
"	Note 3: Local Service Agreements with Nexstar
"	Note 4: Intangible Assets and Goodwill
"	Note 5: Debt
"	Note 6: Leases
"	Note 7: Revenue
"	Note 8: Income Taxes
"	Note 9: FCC Regulatory Matters
"	Note 10: Commitments and Contingencies
"	Management's Discussion and Analysis of Financial Condition and Results of Operations
"	Quantitative and Qualitative Disclosures about Market Risk
"	Controls and Procedures
"	Legal Proceedings
"	Risk Factors
"	Unregistered Sales of Equity Securities and Use of Proceeds
"	Defaults Upon Senior Securities
"	Mine Safety Disclosures
"	Other Information
"	Exhibits

iX: C: C: C: C: C: C:

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM i 10-Q

(Mark One)

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

For the quarterly period ended i September 30, 2019

i ☐	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: i 333-62916-02

MISSION BROADCASTING, INC.

(Exact Name of Registrant as Specified in its Charter)

i Delaware		i 51-0388022
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)
i 901 Indiana Ave, i Suite 375, i Wichita Falls, i Texas		i 76301
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: ( i 940) i 228-7861

Former name, former address and former fiscal year, if changed since last report:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

N/A

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 the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ i No ☒

Note: The registrant is a voluntary filer and is not subject to the filing requirements. However, the registrant 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.

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). i Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 i ☐ No ☒

As of November 8, 2019, the Registrant had i 1,000 shares of common stock outstanding, held by two shareholders.

TABLE OF CONTENTS


		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	Financial Statements (Unaudited)

	Condensed Balance Sheets as of September 30, 2019 and December 31, 2018	1

	Condensed Statements of Operations for the three and nine months ended September 30, 2019 and 2018	2

	Condensed Statements of Changes in Shareholders' Deficit for the three and nine months ended September 30, 2019 and 2018	3

	Condensed Statements of Cash Flows for the nine months ended September 30, 2019 and 2018	4

	Notes to Condensed Financial Statements

	Note 1: Organization and Business Operations	5

	Note 2: Summary of Significant Accounting Policies	5

	Note 3: Local Service Agreements with Nexstar	8

	Note 4: Intangible Assets and Goodwill	8

	Note 5: Debt	9

	Note 6: Leases	10

	Note 7: Revenue	11

	Note 8: Income Taxes	11

	Note 9: FCC Regulatory Matters	12

	Note 10: Commitments and Contingencies	14

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	24

ITEM 4.	Controls and Procedures	24


		Page
PART II	OTHER INFORMATION

ITEM 1.	Legal Proceedings	25

ITEM 1A.	Risk Factors	25

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

ITEM 3.	Defaults Upon Senior Securities	25

ITEM 4.	Mine Safety Disclosures	25

ITEM 5.	Other Information	25

ITEM 6.	Exhibits	25

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements

MISSION BROADCASTING, INC.

CONDENSED BALANCE SHEETS

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

	September 30,			December 31,
	2019			2018
ASSETS
Current assets:
Cash and cash equivalents	$	i 3,254		$	i 10,798
Accounts receivable, net of allowance for doubtful accounts of $ i 222 and $ i 222, respectively		i 14,728			i 12,857
Due from Nexstar Broadcasting, Inc.		i 69,606			i 77,521
Prepaid expenses and other current assets		i 622			i 1,130
Total current assets		i 88,210			i 102,306
Property and equipment, net		i 22,549			i 19,867
Goodwill		i 33,187			i 33,187
FCC licenses		i 43,102			i 43,102
Network affiliation agreements, net		i 11,688			i 13,095
Other intangible assets, net		i 523			i 617
Deferred tax assets, net		i 6,364			i 3,485
Other noncurrent assets, net		i 6,295			i 936
Total assets	$	i 211,918		$	i 216,595
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current portion of debt	$	i 2,285		$	i 2,285
Current portion of broadcast rights payable		i 318			i 325
Accounts payable		i 28			i 1,832
Interest payable		i 767			i 152
Accrued capital expenditures		i 1,420			i 1,251
Other accrued expenses		i 3,320			i 1,992
Current operating lease liabilities		i 1,966			i 721
Total current liabilities		i 10,104			i 8,558
Debt		i 221,169			i 222,354
Other noncurrent liabilities		i 10,334			i 6,820
Total liabilities		i 241,607			i 237,732
Commitments and contingencies (Note 10)
Shareholders' deficit:
Common stock - $ i i 1 / par value, i i i i i i 1,000 / / / / / shares authorized, issued and outstanding as of each of September 30, 2019 and December 31, 2018		i 1			i 1
Subscription receivable		( i 1	)		( i 1	)
Accumulated deficit		( i 29,689	)		( i 21,137	)
Total shareholders' deficit		( i 29,689	)		( i 21,137	)
Total liabilities and shareholders' deficit	$	i 211,918		$	i 216,595

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

MISSION BROADCASTING, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, unaudited)

Three Months Ended

Nine Months Ended

September 30,

2019

2018

2019

2018

Net broadcast revenue

i 18,802

i 17,838

i 57,119

i 51,601

Revenue from Nexstar Broadcasting, Inc.

i 8,231

i 10,018

i 24,255

i 27,504

Net revenue

i 27,033

i 27,856

i 81,374

i 79,105

Operating expenses (income):

Direct operating expenses, excluding depreciation and amortization

i 12,312

i 10,426

i 36,343

i 30,586

Selling, general and administrative expenses, excluding depreciation and amortization

i 1,195

i 1,108

i 3,184

i 3,436

Fees incurred pursuant to local service agreements with Nexstar Broadcasting, Inc.

i 16,032

i 14,575

i 45,182

i 41,075

Amortization of broadcast rights

i 367

i 383

i 1,119

i 1,204

Amortization of intangible assets

i 491

i 522

i 1,501

i 1,606

Depreciation

i 645

i 508

i 1,873

i 1,529

Reimbursement from the FCC related to station repack

( i 2,677

)

( i 580

)

( i 4,977

)

( i 767

)

Total operating expenses

i 28,365

i 26,942

i 84,225

i 78,669

(Loss) Income from operations

( i 1,332

)

i 914

( i 2,851

)

i 436

Interest expense

( i 2,794

)

( i 2,864

)

( i 8,578

)

( i 8,214

)

Loss before income taxes

( i 4,126

)

( i 1,950

)

( i 11,429

)

( i 7,778

)

Income tax benefit

i 1,026

i 268

i 2,877

i 1,674

Net loss

( i 3,100

)

( i 1,682

)

( i 8,552

)

( i 6,104

)

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

MISSION BROADCASTING, INC.

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

For the Three and Nine Months Ended September 30, 2019 and 2018

(in thousands, except share information, unaudited)

Total

Common Stock

Subscription

Accumulated

Shareholders'

Amount

Receivable

Deficit

Balances as of June 30, 2019

i 1,000

i 1

( i 1

)

( i 26,589

)

( i 26,589

)

Net loss

( i 3,100

)

( i 3,100

)

Balances as of September 30, 2019

i 1,000

i 1

( i 1

)

( i 29,689

)

( i 29,689

)

Balances as of June 30, 2018

i 1,000

i 1

( i 1

)

( i 19,730

)

( i 19,730

)

Net loss

( i 1,682

)

( i 1,682

)

Balances as of September 30, 2018

i 1,000

i 1

( i 1

)

( i 21,412

)

( i 21,412

)

Total

Common Stock

Subscription

Accumulated

Shareholders'

Amount

Receivable

Deficit

Balances as of December 31, 2018

i 1,000

i 1

( i 1

)

( i 21,137

)

( i 21,137

)

Net loss

( i 8,552

)

( i 8,552

)

Balances as of September 30, 2019

i 1,000

i 1

( i 1

)

( i 29,689

)

( i 29,689

)

Balances as of December 31, 2017

i 1,000

i 1

( i 1

)

( i 15,308

)

( i 15,308

)

Net loss

( i 6,104

)

( i 6,104

)

Balances as of September 30, 2018

i 1,000

i 1

( i 1

)

( i 21,412

)

( i 21,412

)

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

MISSION BROADCASTING, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands, unaudited)

	Nine Months Ended
	September 30,
	2019			2018
Cash flows from operating activities:
Net loss	$	( i 8,552	)	$	( i 6,104	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax benefit		( i 2,879	)		( i 1,685	)
Provision for bad debt		i 118			i 72
Depreciation of property and equipment		i 1,873			i 1,529
Amortization of intangible assets		i 1,501			i 1,606
Amortization of debt financing costs and debt discount		i 537			i 587
Amortization of broadcast rights		i 1,119			i 1,204
Payments for broadcast rights		( i 1,113	)		( i 1,202	)
Other noncash credits, net		( i 534	)		( i 149	)
Spectrum repack reimbursements from the FCC		( i 4,977	)		( i 767	)
Changes in operating assets and liabilities:
Accounts receivable		( i 1,989	)		( i 340	)
Prepaid expenses and other current assets		i 416			i 92
Other noncurrent assets		i 5			( i 28	)
Accounts payable		( i 1,804	)		( i 7,932	)
Accrued expenses and other current liabilities		i 1,943			-
Other noncurrent liabilities		-			( i 320	)
Due from Nexstar Broadcasting, Inc.		i 7,915			i 11,374
Net cash used in operating activities		( i 6,421	)		( i 2,063	)
Cash flows from investing activities:
Purchases of property and equipment		( i 4,386	)		( i 1,356	)
Spectrum repack reimbursements from the FCC		i 4,977			i 767
Net cash provided by (used in) investing activities		i 591			( i 589	)
Cash flows from financing activities:
Repayments of long-term debt		( i 1,714	)		( i 1,735	)
Net cash used in financing activities		( i 1,714	)		( i 1,735	)
Net decrease in cash and cash equivalents		( i 7,544	)		( i 4,387	)
Cash and cash equivalents at beginning of period		i 10,798			i 9,524
Cash and cash equivalents at end of period	$	i 3,254		$	i 5,137

Supplemental information:
Interest paid	$	i 7,426		$	i 7,508
Income tax (refunded) paid, net	$	( i 226	)	$	i 105
Non-cash investing and financing activities
Accrued purchases of property and equipment	$	i 1,420		$	i 2,045
Right-of-use assets obtained in exchange for operating lease obligations ⁽¹⁾	$	i 6,450		$	-

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

(1) The entire amount represents transition adjustment for the adoption of ASC 842.

MISSION BROADCASTING, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1. Organization and Business Operations

As of September 30, 2019, Mission Broadcasting, Inc. (“Mission” or the “Company”) owned and operated i 19 full power television stations, affiliated with the NBC, ABC, CBS, FOX, The CW and other broadcast television networks, in i 18 markets located in the states of Arkansas, Colorado, Illinois, Indiana, Louisiana, Missouri, Montana, New York, Pennsylvania, Texas and Vermont. The Company operates in i one reportable television broadcasting segment. Through local service agreements, Nexstar Broadcasting, Inc. (“Nexstar Broadcasting”), a subsidiary of Nexstar Media Group, Inc. (“Nexstar Media” and, collectively, “Nexstar”), provides sales and operating services to all of the Mission television stations (see Note 3).

The Company is highly 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 its control, as well as Nexstar maintaining its pledge to continue the local service agreements with the Company’s stations. Management believes that with Nexstar’s pledge to continue the local service agreements as described in a letter of support dated March 22, 2019, the Company’s available cash, anticipated cash flow from operations and available borrowings under its senior secured credit facility should be sufficient to fund working capital, capital expenditure requirements, interest payments and scheduled debt principal payments for at least the next 12 months from November 8, 2019, enabling Mission to continue to operate as a going concern.

Nexstar’s senior secured credit agreement contains a covenant which requires Nexstar to comply with a maximum consolidated first lien net leverage ratio of i i 4.25 to 1.00 / . The financial covenant, which is formally calculated on a quarterly basis, is based on the combined results of Nexstar and its variable interest entities, including Mission. Mission’s credit agreement does not contain financial covenant ratio requirements but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. As of September 30, 2019, Nexstar has informed Mission that it was in compliance with all covenants contained in its credit agreement and the indentures governing its senior unsecured notes.

2. Summary of Significant Accounting Policies

Interim Financial Statements

The Condensed Financial Statements as of September 30, 2019 and for the three and nine months ended September 30, 2019 and 2018 are unaudited. However, in the opinion of management, such financial statements include all adjustments (consisting solely of normal recurring adjustments) necessary for the fair statement of the financial information included herein in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). The preparation of the Condensed Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year. These Condensed Financial Statements should be read in conjunction with the Financial Statements and related Notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The balance sheet as of December 31, 2018 has been derived from the audited Financial Statements as of that date but does not include all the information and footnotes required by U.S. GAAP for complete financial statements.

Leases

As discussed in the “Recent Accounting Pronouncements” Section below, the Company adopted Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and all related amendments issued by the Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) 842 establishes a comprehensive new lease accounting model that requires the recording of assets and liabilities arising from operating leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The standard was issued to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flow arising from leases.

The Company adopted this standard effective January 1, 2019 using the optional transition method. The most significant impact was the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases. Financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for lease contracts prior to the adoption of ASC 842.

The Company has elected the “package of practical expedients” permitted under the transition guidance within ASC 842, which permits the Company to carry forward the historical lease classification and not reassess whether any expired or existing contracts are or contain leases. In addition, the Company is not required to reassess initial direct costs for any existing leases. The Company did not elect the land easements and the use of hindsight practical expedients in determining the lease term for existing leases. ASC 842 also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify. As a result, for those leases with a term of less than 12 months, it will not recognize ROU assets or lease liabilities. The vast majority of the Company’s television station leases are comprised of fixed lease payments, with a small percentage of television station lease payments that are tied to a rate or index which may be subject to variability. For these leases, the calculation of the present value of future minimum lease payments is the base rate as of the later of (i) when the television station was acquired by the Company, or (ii) the commencement date of the lease agreement. Certain real estate leases also include executory costs such as common area maintenance (non-lease component), as well as property insurance and property taxes (non-components). These are not significant and the Company historically excluded these executory costs from its future minimum lease payments under its historical policy prior to the adoption of ASC 842. As such, the executory costs were excluded from the calculation of ROU assets and lease liabilities associated with operating leases upon transition. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. The discount rate represents a risk-adjusted rate on a secured basis, and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. On January 1, 2019, the discount rate used on existing leases at adoption was determined based on the remaining lease term using available data as of that date.

The Company recognized operating lease ROU assets on its Condensed Balance Sheet as of January 1, 2019 of $ i i 6.5 / million, inclusive of the present value of remaining future operating lease payments of $ i 11.0 million and reclassifications of certain operating lease related assets and liabilities under the Company’s historical accounting policy prior to the adoption of ASC 842 such as deferred rent, short-term prepaid expenses and other accruals. These are summarized in the table below (in thousands). The adoption did i not result in a cumulative impact on retained earnings as of January 1, 2019.

ASC 842 Adoption Adjustments

Present Value of Remaining

Reclassifications of Operating Lease Related Balance Sheet Items to Operating Lease Right-of-Use Assets

Impact on Condensed Balance Sheets

December 31, 2018

Operating Lease Payments as of January 1, 2019

Deferred Rent

Other

Total

January 1, 2019

Prepaid expenses and other current assets

i 1,130

( i 77

)

( i 77

)

i 1,053

Other intangible assets, net

i 13,712

Other noncurrent assets, net

i 936

i 10,957

( i 4,175

)

( i 332

)

i 6,450

i 7,386

Total Assets

i 216,595

i 10,957

( i 4,175

)

( i 409

)

i 6,373

i 222,968

Other current liabilities

i 8,558

i 1,802

( i 531

)

( i 198

)

i 1,073

i 9,631

Other noncurrent liabilities

i 6,820

i 9,155

( i 3,644

)

( i 211

)

i 5,300

i 12,120

Total Liabilities

i 237,732

i 10,957

( i 4,175

)

( i 409

)

i 6,373

i 244,105

After transition to ASC 842, the Company determines if an arrangement is a lease at inception. The ROU assets arising from operating leases are included in other noncurrent assets, current operating lease liabilities and other noncurrent liabilities in the accompanying Condensed Balance Sheets. Operating lease ROU assets and operating lease liabilities that are recognized after the adoption of ASC 842 are based on the present value of the future minimum lease payments over the lease term at the commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and executory costs (not significant). The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including but not limited to the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, or specific characteristics unique to the particular lease that would make it reasonably certain that the Company would exercise such option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company (and thus not included in its ROU asset and lease liability) unless there is an economic, financial or business reason to do so. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate was used based on the information available at the commencement date in determining the present value of future lease payments. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams commensurate with the lease term. For new or renewed leases starting in 2019, the discount rate is determined using available data at lease commencement and based on the lease term including any reasonably certain renewal periods. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

In rare circumstances, the Company may enter into finance leases for specific equipment or real estate used in its operations, in which the lease term is for the major part of the remaining economic life of the underlying asset or the present value of the lease payments equals or exceeds substantially all of the estimated fair value of the underlying asset. The Company will record its finance leases within property, plant and equipment, other current liabilities and other noncurrent liabilities on the accompanying Condensed Balance Sheets.

See Note 6 for additional disclosures on leases as of September 30, 2019.

Financial Instruments

The carrying amounts of cash and cash equivalents, accounts receivable, broadcast rights payable, accounts payable and accrued expenses approximate fair value due to their short-term nature. See Note 5 for fair value disclosures related to the Company’s debt.

Basis of Presentation

Certain prior year financial statement amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on net loss or shareholders’ deficit as previously reported.

Recent Accounting Pronouncements

New Accounting Standards Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The Company adopted this standard and all related amendments effective January 1, 2019 using the optional transition method. The standard had a material impact on the Company’s Condensed Balance Sheets but did not impact its operating results, cash flows or equity. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. The adoption did not result in a cumulative impact on retained earnings as of January 1, 2019. See Leases above for the Company’s updated accounting policy and Note 6 for expanded disclosures.

New Accounting Standards Not Yet Adopted

In April 2019, the FASB issued ASU 2019-04, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” which provided certain improvements to ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,” ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” and ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities.” As the Company has adopted ASU 2016-01 and ASU 2017-12, the improvements in ASU 2019-04 are effective for fiscal years beginning after December 15, 2019, and the interim periods within those fiscal years. Early adoption is permitted. The Company expects to adopt ASU 2016-13 in the first quarter of 2020, as described below, and the improvements in ASU 2019-04 will be adopted concurrently. The Company is currently evaluating the impact of adopting ASU 2019-04 on its Condensed Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820) (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently evaluating the impact of adopting ASU 2018-13 on its financial statements.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”).” The standard requires entities to estimate loss of financial assets measured at amortized cost, including trade receivables, debt securities and loans, using an expected credit loss model. The expected credit loss differs from the previous incurred losses model primarily in that the loss recognition threshold of “probable” has been eliminated and that expected loss should consider reasonable and supportable forecasts in addition to the previously considered past events and current conditions. Additionally, the guidance requires additional disclosures related to the further disaggregation of information related to the credit quality of financial assets by year of the asset’s origination for as many as five years. Entities must apply the standard provision as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for annual periods beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of adopting ASU 2016-13 on its financial statements.

3. Local Service Agreements with Nexstar

The Company has entered into local service agreements with Nexstar to provide sales and/or operating services to all of its stations. For the stations with a shared services agreement (“SSA”), the Nexstar station in the market provides certain services including news production, technical maintenance and security, in exchange for monthly payments to Nexstar. For each station with which the Company has entered into an SSA, it has also entered into a joint sales agreement (“JSA”), whereby Nexstar sells certain advertising time of the station and retains a percentage of the related revenue. For the stations with a time brokerage agreement (“TBA”), Nexstar programs most of the station’s broadcast time, sells the station’s advertising time and retains the advertising revenue it generates in exchange for monthly payments to Mission, based on the station’s monthly operating expenses. JSA and TBA fees generated from Nexstar under the agreements are reported as “Revenue from Nexstar Broadcasting, Inc.” and SSA fees incurred by Mission under the agreements are reported as “Fees incurred pursuant to local service agreements with Nexstar Broadcasting, Inc.” in the accompanying Condensed Statements of Operations.

Under these agreements, Mission is responsible for certain operating expenses of its stations and therefore may have unlimited exposure to any potential operating losses. Mission will continue to operate its stations under the SSAs and JSAs or TBAs until the termination of such agreements. The local service agreements generally have a term of i eight to i ten years and have terms for renewal periods. Nexstar indemnifies Mission from Nexstar’s activities pursuant to the local service agreements.

Under the local service agreements, Nexstar receives substantially all of the Company’s available cash, after satisfaction of operating costs and debt obligations. The Company anticipates that Nexstar will continue to receive substantially all of its available cash, after satisfaction of operating costs and debt obligations. In compliance with Federal Communications Commission (“FCC”) regulations for both the Company and Nexstar, Mission maintains complete responsibility for and control over programming, finances, personnel and operations of its stations. Mission had the following local service agreements in effect with Nexstar as of September 30, 2019:

Service Agreements		Full Power Stations
TBA Only		WFXP, KHMT and KFQX
SSA & JSA		KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY

/ i

4. Intangible Assets and Goodwill

Intangible assets subject to amortization consisted of the following (in thousands):

Estimated

September 30, 2019

December 31, 2018

useful life,

Accumulated

in years

Gross

Amortization

Net

Gross

Amortization

Net

Network affiliation agreements

i 86,248

( i 74,560

)

i 11,688

i 86,248

( i 73,153

)

i 13,095

Other definite-lived intangible assets

1-15

i 15,681

( i 15,158

)

i 523

i 15,681

( i 15,064

)

i 617

Other intangible assets

i 101,929

( i 89,718

)

i 12,211

i 101,929

( i 88,217

)

i 13,712

/ i

The following table presents the Company’s estimate of amortization expense for the remainder of 2019, each of the five succeeding years ended December 31 and thereafter for definite-lived intangible assets as of September 30, 2019 (in thousands):


Remainder of 2019	$	i 418
2020		i 1,518
2021		i 1,517
2022		i 1,517
2023		i 1,444
Thereafter		i 5,797
	$	i 12,211

/ /

The carrying amounts of goodwill and FCC licenses were as follows (in thousands):

Goodwill

FCC Licenses

Accumulated

Gross

Impairment

Net

Gross

Impairment

Net

Balances as of December 31, 2018

i 34,737

( i 1,550

)

i 33,187

i 53,799

( i 10,697

)

i 43,102

Balances as of September 30, 2019

i 34,737

( i 1,550

)

i 33,187

i 53,799

( i 10,697

)

i 43,102

Indefinite-lived intangible assets are not subject to amortization but are tested for impairment annually or whenever events or changes in circumstances indicate that such assets might be impaired. During the three and nine months ended September 30, 2019, the Company did not identify any events that would trigger an impairment assessment.

5. Debt

Long-term debt consisted of the following (in thousands):

	September 30,			December 31,
	2019			2018
Term loans, net of financing costs and discount of $ i 3,359 and $ i 3,888, respectively	$	i 223,454		$	i 224,639
Less: current portion		( i 2,285	)		( i 2,285	)
	$	i 221,169		$	i 222,354

2019 Transactions

Through September 30, 2019, Mission repaid scheduled maturities of $ i 1.7 million under its Term Loan B, funded by cash on hand.

Unused Commitments and Borrowing Availability

As of September 30, 2019, the Company had a $ i 3.0 million unused revolving loan commitment under its senior secured credit facility, all of which was available for borrowing, based on the covenant calculations. Pursuant to the terms of the Company’s and Nexstar’s credit agreements, the Company may reallocate any of its unused revolving loan commitment to Nexstar and Nexstar may also reallocate certain of its unused revolving loan commitment to the Company.

Collateralization and Guarantees of Debt

Nexstar guarantees full payment of all obligations under the Mission senior secured credit facility in the event of Mission’s default. Similarly, Mission is a guarantor of Nexstar’s senior secured credit facility, the $ i 1.120 billion i 5.625% senior unsecured notes due 2027 (the “ i 5.625% Notes due 2027”) issued by Nexstar, the $ i 900.0 million i 5.625% senior unsecured notes due 2024 (the “ i 5.625% Notes due 2024”) issued by Nexstar and the $ i 275.0 million i 6.125% senior unsecured notes due 2022 (the “ i 6.125% Notes due 2022”) issued by Nexstar. The senior secured credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of the Company and Nexstar.

On July 3, 2019, in connection with Nexstar’s merger with Tribune Media Company (“Tribune Media”), Nexstar Escrow, Inc. (“Nexstar Escrow”) completed the sale and issuance of the $ i 1.120 billion i 5.625% Notes due 2027. Nexstar Escrow was merged with and into Nexstar Broadcasting on September 19, 2019, with Nexstar Broadcasting surviving the merger (the “Escrow Merger”). Following the Escrow Merger, Mission, Nexstar Media, Nexstar Broadcasting, certain restricted subsidiaries of Nexstar Broadcasting and the trustee entered into a supplement (the “Nexstar 2027 Notes Supplemental Indenture”) to the indenture, dated as of July 3, 2019 (the “ i 5.625% Notes due 2027 Indenture”), whereby Nexstar Broadcasting assumed the obligations of Nexstar Escrow under the i 5.625% Notes due 2027 Indenture and the i 5.625% Notes due 2027, and Mission, Nexstar Media and certain restricted subsidiaries of Nexstar Broadcasting provided guarantees of the i 5.625% Notes due 2027 under the i 5.625% Notes due 2027 Indenture.

On September 19, 2019, Nexstar amended its senior secured credit facility, pursuant to which, among other thing, Nexstar incurred new borrowings, which include (i) $ i 675.0 million in new Term Loan A borrowing, issued at i 99.31%, maturing on i September 19, 2024, and (ii) $ i 3.065 billion in new Term Loan B, issued at i 99.21%, maturing on i September 18, 2026.

The i 5.625% Notes due 2027, the i 5.625% Notes due 2024 and the i 6.125% Notes due 2022 are general senior unsecured obligations subordinated to all of Mission’s senior secured debt. In the event that Nexstar is unable to repay amounts due under these debt obligations, the Company will be obligated to repay such amounts. The maximum potential amount of future payments that Mission would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstar’s senior secured credit facility, and the aggregate principal amount outstanding under the i 5.625% Notes due 2027, the i 5.625% Notes due 2024 and the i 6.125% Notes due 2022. As of September 30, 2019, Nexstar had $ i 1.1 billion of outstanding obligations under its i 5.625% Notes due 2027, $ i 889.6 million of outstanding obligations under its i 5.625% Notes due 2024, $ i 273.8 million of outstanding obligations under its i 6.125% Notes due 2022 and a maximum commitment of $ i 5.735 billion under its senior secured credit facility, of which $ i 4.112 billion in Term Loan B (including new Term Loan B) and $ i 1.460 billion in Term Loan A (including new Term Loan A) were outstanding. All outstanding debt obligations amounts of Nexstar presented herein are net of unamortized debt financing costs and discounts.

Debt Covenants

The Mission term loan does not require financial covenant ratios but does provide for default in the event Nexstar does not comply with all covenants contained in its credit agreement. Nexstar was in compliance with its financial covenants as of September 30, 2019.

Fair Value of Debt

The aggregate carrying amounts and estimated fair values of the Company’s debt were as follows (in thousands):

September 30, 2019

December 31, 2018

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Term loans

i 223,454

i 226,901

i 224,639

i 220,450

The fair values of the term loans are computed based on borrowing rates currently available to Mission for bank loans with similar terms and average maturities. These fair value measurements are considered Level 3, as significant inputs to the fair value calculation are unobservable in the market.

6. Leases

The Company as a Lessee

The Company has operating leases for office space, tower facilities, antenna sites, studio and other real estate properties and equipment. The Company’s leases have remaining lease terms of i 7 months to i 13 years, some of which may include options to extend the leases from i 5 to i 25 years, and some of which may include options to terminate the leases within i one year. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The components of lease expense during the three and nine months ended September 30, 2019 include $ i 0.4 million and $ i 1.3 million, respectively, of operating lease cost, inclusive of immaterial short-term and variable lease costs, included in Direct operating expenses, excluding depreciation and amortization, in the accompanying Condensed Statements of Operations.

The following table summarizes the components of our lease right-of-use assets and liabilities at September 30, 2019:

(In thousands)	Balance Sheet Classification	September 30, 2019
Operating Leases
Operating lease right-of-use assets, net	Other noncurrent assets, net	$	i 5,574
Current lease liabilities	Current operating lease liabilities	$	i 1,966
Noncurrent lease liabilities	Other noncurrent liabilities	$	i 7,582

Other information related to leases as of September 30, 2019 was as follows (in thousands, except lease term and discount rate):

Supplemental Cash Flows Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	i 1,811
Weighted Average Remaining Lease Term		8
Weighted Average Discount Rate		i 5.3	%

/ /

Future minimum lease payments under non-cancellable leases as of September 30, 2019 were as follows (in thousands):

Remainder of 2019	$	i 546
2020		i 2,434
2021		i 1,494
2022		i 890
2023		i 922
Thereafter		i 5,732
Total future minimum lease payments		i 12,018
Less imputed interest		( i 2,471	)
Total	$	i 9,547

The Company as a Lessor

The Company has various arrangements under which it is the lessor for the use of its tower space. These leases meet the criteria for operating lease classification, but the associated lease income is not material. As part of the adoption, the Company elected the practical expedient to combine lease and non-lease components in its lessor arrangements.

7. Revenue

Disaggregation of Revenues

The following table presents the disaggregation of our revenue for the three and nine months ended September 30, 2019 and 2018 (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2019

2018

2019

2018

Retransmission compensation

i 18,452

i 17,838

i 56,160

i 50,973

Other

i 350

i 959

i 628

Revenue from Nexstar

i 8,231

i 10,018

i 24,255

i 27,504

Net revenue

i 27,033

i 27,856

i 81,374

i 79,105

Revenue from Nexstar is directly correlated to the advertising revenue earned at the Company’s stations and is positively affected by national and regional political campaigns, and certain events such as the Olympic Games or the Super Bowl. Company stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years when congressional and presidential elections occur, and advertising is aired during the Olympic Games.

The Company receives compensation from multichannel video programming distributors (“MVPDs”) and online video distributors (“OVDs”) in return for the consent to the retransmission of the signals of its television stations. Retransmission compensation is recognized at the point in time the broadcast signal is delivered to the distributors and is based on a price per subscriber.

8. Income Taxes

During the three months ended September 30, 2019, the Company recognized an income tax benefit of $ i 1.0 million on a pre-tax book loss of $ i 4.1 million resulting in an effective tax rate of i 24.8% as compared to an income tax benefit of $ i 0.3 million on a pre-tax book loss of $ i 2.0 million for the same period in 2018 resulting in an effective tax rate of i 13.7%. The increase in the effective tax rate between the two periods was primarily due to changes in the Texas Margin tax and a loss limitation during the comparable prior year interim reporting period, which resulted in a i 11.1% increase in the effective tax rate between the two periods.

During the nine months ended September 30, 2019, the Company recognized an income tax benefit of $ i 2.9 million on a pre-tax book loss of $ i 11.4 million resulting in an effective tax rate of i 25.2% as compared to an income tax benefit of $ i 1.7 million on a pre-tax book loss of $ i 7.8 million for the same period in 2018 resulting in an effective tax rate of i 21.5%. The increase in the effective tax rate between the two periods was primarily due to changes in the Texas Margin tax and a loss limitation during the comparable prior year interim reporting period, which resulted in a i 3.7% increase in the effective tax rate between the two periods.

9. FCC Regulatory Matters

Television broadcasting is subject to the jurisdiction of the FCC under the Communications Act of 1934, as amended (the “Communications Act”). The Communications Act prohibits the operation of television broadcasting stations except under a license issued by the FCC, and empowers the FCC, among other things, to issue, revoke and modify broadcasting licenses, determine the location of television stations, regulate the equipment used by television stations, adopt regulations to carry out the provisions of the Communications Act and impose penalties for the violation of such regulations. The FCC’s ongoing rule making proceedings could have a significant future impact on the television industry and on the operation of the Company’s stations. In addition, the U.S. Congress may act to amend the Communications Act or adopt other legislation in a manner that could impact the Company’s stations and the television broadcast industry in general.

The FCC has adopted rules with respect to the final conversion of existing low power and television translator stations to digital operations, which must be completed by July 2021.

Media Ownership

The FCC is required to review its media ownership rules every four years and to eliminate those rules it finds no longer serve the “public interest, convenience and necessity.”

In August 2016, the FCC adopted a Second Report and Order (the “2016 Ownership Order”) concluding the agency’s 2010 and 2014 quadrennial reviews. The 2016 Ownership Order (1) retained the then-existing local television ownership rule and radio/television cross-ownership rule with minor technical modifications, (2) extended the ban on common ownership of two top four television stations in a market to network affiliation swaps, (3) retained the then-existing ban on newspaper/broadcast cross-ownership in local markets while considering waivers and providing an exception for failed or failing entities, (4) retained the dual network rule, (5) made JSA relationships attributable interests and (6) defined a category of sharing agreements designated as SSAs between stations and required public disclosure of those SSAs (while not considering them attributable).

The 2016 Ownership Order reinstated a previously adopted rule that attributed another in-market station toward the local television ownership limits when one station owner sells more than 15% of the second station’s weekly advertising inventory under a JSA. Parties to JSAs entered into prior to March 31, 2014 were permitted to continue to operate under those JSAs until September 30, 2025.

Various parties filed petitions seeking reconsideration of various aspects of the 2016 Ownership Order. On November 16, 2017, the FCC adopted an order (the “Reconsideration Order”) addressing the petitions for reconsideration. The Reconsideration Order (1) eliminated the rules prohibiting newspaper/broadcast cross-ownership and limiting television/radio cross-ownership, (2) eliminated the requirement that eight or more independently-owned television stations remain in a local market for common ownership of two television stations in that market to be permissible, (3) retained the general prohibition on common ownership of two “top four” stations in a local market but provided for case-by-case review, (4) eliminated the television JSA attribution rule, and (5) retained the SSA definition and disclosure requirement for television stations. These rule modifications took effect on February 7, 2018, when the U.S. Court of Appeals for the Third Circuit (the “Third Circuit”) denied a mandamus petition which had sought to stay their effectiveness. On September 23, 2019, however, the Third Circuit issued an opinion vacating the Reconsideration Order on the ground that the FCC had failed to adequately analyze the effect of the Reconsideration Order’s deregulatory rule changes on minority and woman ownership of broadcast stations. The Third Circuit’s opinion has not yet become effective and the FCC and various other parties have sought further review of the decision.

In December 2018, the FCC initiated its 2018 quadrennial review with the issuance of a Notice of Proposed Rulemaking. Among other things, the FCC seeks comments on all aspects of the local television ownership rule’s implementation and whether the current version of the rule remains necessary in the public interest. Comments and reply comments in the 2018 quadrennial review were filed in the second quarter of 2019.

The FCC’s media ownership rules limit the percentage of U.S. television households which a party may reach through its attributable interests in television stations to i 39% on a nationwide basis. Historically, the FCC has counted the ownership of an ultra-high frequency (“UHF”) station as reaching only i 50% of a market’s percentage of total national audience. On i August 24, 2016, the FCC adopted a Report and Order abolishing this “UHF discount,” and that rule change became effective in October 2016. On April 20, 2017, the FCC adopted an order on reconsideration that reinstated the UHF discount, which became effective again on i June 15, 2017. A federal court of appeals dismissed a petition for review of the discount’s reinstatement in July 2018. In December 2017, the FCC initiated a comprehensive rulemaking to evaluate the UHF discount together with the national ownership limit. Comments and reply comments were filed in 2018, and the proceeding remains open. Mission is in compliance with the 39% national cap limitation without the UHF discount and, therefore, with the UHF discount as well.

Spectrum

The FCC is in the process of repurposing a portion of the broadcast television spectrum for wireless broadband use. Pursuant to federal legislation enacted in 2012, the FCC conducted an incentive auction for the purpose of making additional spectrum available to meet future wireless broadband needs. Under the auction statute and rules, certain television broadcasters accepted bids from the FCC to voluntarily relinquish their spectrum in exchange for consideration, and certain wireless broadband providers and other entities submitted successful bids to acquire the relinquished television spectrum. Over the next several years, television stations that are not relinquishing their spectrum are being “repacked” into the frequency band still remaining for television broadcast use.

The incentive auction commenced on March 29, 2016 and officially concluded on April 13, 2017. None of the Company’s television stations accepted bids to relinquish their television channels. i Seven of the Company’s stations were assigned new channels in the reduced post-auction television band. These “repacked” stations are required to construct and license the necessary technical modifications to operate on their new assigned channels, and must cease operating on their former channels, on a rolling schedule ending in July 2020. Congress has allocated up to an industry-wide total of $ i 2.75 billion to reimburse television broadcasters, MVPDs and other parties for costs reasonably incurred due to the repack. This allocation includes $ i 1.0 billion added to the TV Broadcaster Relocation Fund as part of the Consolidated Appropriations Act, 2018. Broadcasters and MVPDs have submitted estimates to the FCC of their reimbursable costs. As of February 6, 2019, these costs were approximately $ i 1.9 billion, and the FCC has indicated that it expects those costs to rise. During the three and nine months ended September 30, 2019, the Company spent a total of $ i 1.4 million and $ i 4.2 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Balance Sheets. During the three and nine months ended September 30, 2018, the Company spent a total of $ i 0.3 million and $ i 1.5 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Balance Sheets. During the three and nine months ended September 30, 2019, the Company received $ i 2.7 million and $ i 5.0 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Statements of Operations. During the three and nine months ended September 30, 2018, the Company received $ i 0.6 million and $ i 0.8 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Statements of Operations. The Company cannot determine if the FCC will be able to fully reimburse its repacking costs as this is dependent on certain factors, including the Company’s ability to incur repacking costs that are equal to or less than the FCC’s allocation of funds to the Company and whether the FCC will have available funds to reimburse the Company for additional repacking costs that it previously may not have anticipated. Whether the FCC will have available funds for additional reimbursements will also depend on the repacking costs that will be incurred by other broadcasters, MVPDs, and other parties that are also seeking reimbursements.

The reallocation of television spectrum to broadband use may be to the detriment of the Company’s investment in digital facilities, could require substantial additional investment to continue current operations and may require viewers to invest in additional equipment or subscription services to continue receiving broadcast television signals. The Company cannot predict the impact of the incentive auction and subsequent repacking on its business.

Exclusivity/Retransmission Consent

On March 3, 2011, the FCC initiated a Notice of Proposed Rulemaking which among other things asked for comment on eliminating the network non-duplication and syndicated exclusivity protection rules, which may permit MVPDs to import out-of-market television stations in certain circumstances. In March 2014, the FCC adopted a further notice of proposed rulemaking which sought additional comment on the elimination or modification of the network non-duplication and syndicated exclusivity rules. The FCC’s possible elimination or modification of the network non-duplication and syndicated exclusivity protection rules may affect the Company’s ability to sustain its current level of retransmission consent revenues or grow such revenues in the future and could have an adverse effect on the Company’s business, financial condition and results of operations. The Company cannot predict the resolution of the FCC’s network non-duplication and syndicated exclusivity proposals, or the impact of these proposals if they are adopted.

On December 5, 2014, federal legislation directed the FCC to commence a rulemaking to “review its totality of the circumstances test for good faith [retransmission consent] negotiations.” The FCC commenced this proceeding in September 2015 and comments and reply comments were submitted. In July 2016, the then-Chairman of the FCC publicly announced that the agency would not adopt additional rules in this proceeding. However, the proceeding remains open.

Further, OVDs have begun streaming broadcast programming over the Internet. In June 2014, the U.S. Supreme Court held that an OVD’s retransmissions of broadcast television signals without the consent of the broadcast station violate copyright holders’ exclusive right to perform their works publicly as provided under the Copyright Act. In December 2014, the FCC issued a Notice of Proposed Rulemaking proposing to interpret the term “MVPD” to encompass OVDs that make available for purchase multiple streams of video programming distributed at a prescheduled time and seeking comment on the effects of applying MVPD rules to such OVDs. Comments and reply comments were filed in 2015. Although the FCC has not classified OVDs as MVPDs to date, several OVDs have signed agreements for retransmission of local stations within their markets and others are actively seeking to negotiate such agreements.

10. Commitments and Contingencies

Guarantee of Nexstar Debt

Mission is a guarantor of and has pledged substantially all its assets, excluding FCC licenses, to guarantee Nexstar’s credit facility. Mission is also a guarantor of Nexstar’s 5.625% Notes due 2027, Nexstar’s 5.625% Notes due 2024 and Nexstar’s 6.125% Notes due 2022.

The 5.625% Notes due 2027, the 5.625% Notes due 2024 and the 6.125% Notes due 2022 are general senior unsecured obligations subordinated to all of Mission’s senior secured debt. In the event that Nexstar is unable to repay amounts due under these debt obligations, Mission will be obligated to repay such amounts. The maximum potential amount of future payments that Mission would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstar’s senior secured credit facility, the i 5.625% Notes due 2027, the i 5.625% Notes due 2024 and the i 6.125% Notes due 2022. As of September 30, 2019, Nexstar had $ i 1.1 billion of outstanding obligations under its 5.625% Notes due on i July 15, 2027, $ i 889.6 million outstanding obligations under its 5.625% Notes due on i August 1, 2024, $ i 273.8 million outstanding obligations under its 6.125% Notes due on i February 15, 2022, and a maximum commitment of $ i 5.735 billion under its senior secured credit facility, of which $ i 4.112 billion in Term Loan B (including new Term Loan B) and $ i 1.460 billion in Term Loan A (including new Term Loan A) were outstanding. Nexstar also has a $ i 163.4 million revolving loan commitment, of which i no amount was outstanding as of September 30, 2019. Nexstar’s Term Loan B matures on i January 17, 2024. Nexstar’s Term Loan A and revolving loans mature on i October 26, 2023. On September 19, 2019, Nexstar amended its new senior secured credit facility, pursuant to which, among other things, Nexstar incurred new borrowings, including $ i 675.0 million in new Term Loan A borrowing maturing on i September 19, 2024 and $ i 3.065 billion in new Term Loan B borrowing maturing on i September 18, 2026. All outstanding debt obligations amounts of Nexstar presented herein are net of unamortized debt financing costs and discounts.

Purchase Options Granted to Nexstar

In consideration of the guarantee of Mission’s bank credit facility by Nexstar, Mission has granted Nexstar purchase options to acquire the assets and assume the liabilities of each Mission station, subject to FCC consent, for consideration equal to the greater of (1) seven times the station’s cash flow, as defined in the option agreement, less the amount of its indebtedness as defined in the option agreement, or (2) the amount of its indebtedness. Cash flow is defined as income or loss from operations, plus depreciation and amortization (including amortization of broadcast rights), interest income, non-cash trade and barter expenses, nonrecurring expenses (including time brokerage agreement fees), network compensation payments received or receivable and corporate management fees, less payments for broadcast rights, non-cash trade and barter revenue and network compensation revenue. Additionally, Mission’s shareholders have granted Nexstar an option to purchase any or all of the Company’s stock, subject to FCC consent, for a price equal to the pro rata portion of the greater of (1) five times the Mission stations’ cash flow, as defined in the agreement, reduced by the amount of indebtedness, as defined in the agreement, or (2) $ i 100,000. These option agreements (which expire on various dates between i 2021 and i 2028) are freely exercisable or assignable by Nexstar without consent or approval by Mission or its shareholders. The Company expects these option agreements to be renewed upon expiration.

Indemnification Obligations

In connection with certain agreements that the Company enters into in the normal course of its business, including local service agreements, business acquisitions and borrowing arrangements, the Company enters into contractual arrangements under which the Company agrees to indemnify the other party to such arrangement from losses, claims and damages incurred by the indemnified party for certain events as defined within the particular contract. Such indemnification obligations may not be subject to maximum loss clauses and the maximum potential amount of future payments the Company could be required to make under these indemnification arrangements may be unlimited. Historically, payments made related to these indemnifications have been insignificant and the Company has not incurred significant costs to defend lawsuits or settle claims related to these indemnification agreements.

Litigation

From time to time, the Company is involved with claims that arise out of the normal course of business. In the opinion of management, any resulting liability with respect to these claims would not have a material adverse effect on the Company’s financial position or results of operations.

ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Condensed Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and the Financial Statements and related Notes contained in our Annual Report on Form 10-K for the year ended December 31, 2018. Throughout this discussion, all references to “Mission,” “we,” “our,” “us” and the “Company” refer to Mission Broadcasting, Inc.

Overview of Operations

As of September 30, 2019, we owned and operated 19 full power television stations in 18 markets in the states of Arkansas, Colorado, Illinois, Indiana, Louisiana, Missouri, Montana, New York, Pennsylvania, Texas and Vermont. Our stations are affiliated with ABC, FOX, NBC, CBS, The CW and other broadcast television networks. We have local service agreements with certain television stations owned by Nexstar, through which Nexstar provides various programming, sales or other services to our television stations. In compliance with FCC regulations for both Nexstar and us, we maintain complete responsibility for and control over programming, finances and personnel for our stations.

The following table summarizes the various local service agreements our stations had in effect as of September 30, 2019 with Nexstar:

Service Agreements		Full Power Stations
TBA Only		WFXP, KHMT and KFQX
SSA & JSA		KJTL, KLRT, KASN, KOLR, KCIT, KAMC, KRBC, KSAN, WUTR, WAWV, WYOU, KODE, WTVO, KTVE, WTVW and WVNY

Under the local service agreements, Nexstar has received substantially all of our available cash, after satisfaction of operating costs and debt obligations. We anticipate that Nexstar will continue to receive substantially all of our available cash, after satisfaction of operating costs and debt obligations. For more information about our local service agreements with Nexstar, refer to Note 3 of our Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

The operating revenue of our stations is derived primarily from revenues earned under our retransmission agreements with MVPDs and OVDs and broadcast advertising revenue sold and collected by Nexstar and paid to us under the JSAs. Broadcast advertising revenue is affected by a number of factors, including the economic conditions of the markets in which we operate, the demographic makeup of those markets and the marketing strategy employed in each market. Advertising revenue is positively affected by strong local economies, national and regional political election campaigns, and certain events such as the Olympic Games or the Super Bowl. Because television broadcast stations rely on advertising revenue, declines in advertising budgets, particularly in recessionary periods, adversely affect the broadcast industry, and as a result may contribute to a decrease in the revenue of broadcast television stations. The stations’ advertising revenue is generally highest in the second and fourth quarters of each year, due in part to increases in consumer advertising in the spring and retail advertising in the period leading up to, and including, the holiday season. In addition, advertising revenue is generally higher during even-numbered years, when state, congressional and presidential elections occur and from advertising aired during the Olympic Games.

We earn revenues from distributors including local cable providers, direct broadcast satellite services and other MVPDs and OVDs for the retransmission of our broadcasts. These revenues are generally earned based on a price per subscriber of the distributor within the retransmission area. We have been successful at negotiating favorable pricing with distributors, as well as signing retransmission agreements with additional distributors, driving significant revenue gains over the last few years.

Most of our stations have network affiliation agreements pursuant to which the networks provide programming to the stations during specified time periods, including prime time, in exchange for network affiliation fees and the right to sell a portion of the advertising time during these broadcasts.

Our primary operating expenses include network affiliation costs, which can vary based on our broadcast programming and retransmission subscribers, and fixed monthly SSA fees paid to Nexstar for news production and technical and other services. To a lesser extent, our operating expenses include employee compensation and related benefits. A large percentage of the costs involved in the operation of our stations remains fixed.

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 Designated Market Area 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 its Reconsideration Order that eliminated the rule. That elimination became effective on February 7, 2018. On September 23, 2019, a federal court of appeals vacated the Reconsideration Order, although the court’s opinion has not become effective and the FCC and other parties have sought further review of the decision. 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 is in the process of repurposing 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 are not relinquishing their spectrum are being “repacked” into the frequency band still remaining for television broadcast use. Seven stations owned by the Company were assigned to new channels in the reduced post-auction television band and are required to construct and license the necessary technical modifications to operate on their new assigned channels on a variable schedule ending in July 2020. 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. The Company expects to incur costs between now and July 2020 in connection with the repack, some or all of which will be reimbursable. During the three and nine months ended September 30, 2019, the Company spent a total of $1.4 million and $4.2 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the Condensed Balance Sheets. During the three and nine months ended September 30, 2018, the Company spent a total of $0.3 million and $1.5 million, respectively, in capital expenditures related to station repack which were recorded as assets under the property and equipment caption in the accompanying Balance Sheets. During the three and nine months ended September 30, 2019, the Company received $2.7 million and $5.0 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Statements of Operations. During the three and nine months ended September 30, 2018, the Company received $0.6 million and $0.8 million, respectively, in reimbursements from the FCC related to these expenditures which were recorded as operating income in the accompanying Condensed Statements of Operations. As of September 30, 2019, approximately $8.5 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.

Historical Performance

Revenue

The following table sets forth the principal types of revenue earned by our stations (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2019		2018		2019		2018
Retransmission compensation	$	18,452	$	17,838	$	56,160	$	50,973
Other		350		-		959		628
Revenue from Nexstar		8,231		10,018		24,255		27,504
Net revenue	$	27,033	$	27,856	$	81,374	$	79,105

Results of Operations

The following table sets forth a summary of our operations (dollars in thousands) and the components of operating expense as a percentage of net revenue:

	Three Months Ended September 30,												Nine Months Ended September 30,
	2019						2018						2019						2018
	Amount			%			Amount			%			Amount			%			Amount			%
Net revenue	$	27,033			100.0		$	27,856			100.0			81,374			100.0			79,105			100.0
Operating expenses (income):
Corporate expenses		463			1.7			466			1.7			1,346			1.7			1,419			1.8
Station direct operating expenses		12,312			45.5			10,426			37.4			36,343			44.7			30,586			38.7
Selling, general and administrative expenses, excluding corporate		732			2.7			642			2.3			1,838			2.3			2,017			2.5
Fees incurred pursuant to local service agreements with Nexstar		16,032			59.3			14,575			52.3			45,182			55.5			41,075			51.9
Depreciation		645			2.4			508			1.8			1,873			2.3			1,529			1.9
Amortization of intangible assets		491			1.8			522			1.9			1,501			1.8			1,606			2.0
Amortization of broadcast rights		367			1.4			383			1.4			1,119			-			1,204			1.5
Reimbursement from the FCC related to station repack		(2,677	)		(9.9	)		(580	)		(2.1	)		(4,977	)		(6.1	)		(767	)		-
Total operating expenses		28,365						26,942						84,225						78,669
(Loss) Income from operations	$	(1,332	)				$	914					$	(2,851	)				$	436

Three Months Ended September 30, 2019 Compared to Three Months Ended September 30, 2018

Revenue

Net revenue for the three months ended September 30, 2019 decreased by $0.8 million, or 3.0%, from the same period in 2018.

Revenue from Nexstar was $8.2 million for the three months ended September 30, 2019, compared to $10.1 million for the same period in 2018, a decrease of $1.8 million, or 18.3%, as 2019 is not an election year. The revenue we earn from Nexstar through our JSAs is directly correlated to the advertising revenue earned at our stations.

Compensation from retransmission consent was $18.5 million for the three months ended September 30, 2019, compared to $17.8 million for the same period in 2018, an increase of $0.6 million, or 3.4%. The increase was primarily due to scheduled annual escalation of rates per subscriber and the renewals of smaller contracts providing for higher rates per subscriber (contracts generally have a three-year term). Broadcasters currently deliver more than 30% of all television viewing audiences in a pay television household but are paid approximately 12-14% of the total basic cable programming fees. 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.

Operating Expenses

Corporate expenses, costs associated with the centralized management of our stations, were consistent at $0.5 million for the three months ended September 30, 2019 and 2018.

Station direct operating expenses, consisting primarily of news, engineering and programming, and station selling, general and administrative expenses were $13.0 million for the three months ended September 30, 2019, compared to $11.0 million for the same period in 2018, an increase of $1.8 million, or 16.4%. The increase was primarily due to network affiliation renewals and annual increases in our network affiliation costs of $1.9 million.

Local service agreement fees associated with Nexstar relate to services provided by Nexstar in the production of newscasts, technical maintenance, promotional and administrative support under the SSAs. The local service agreement fees for the three months ended September 30, 2019 were $16.0 million, compared to $14.6 million for the same period in 2018, or an increase of $1.5 million, due to scheduled annual escalation in the recurring SSA fees.

Depreciation of property and equipment was consistent at $0.6 million for the three months ended September 30, 2019, compared to $0.5 million for the same period in 2018.

Amortization of intangible assets was consistent at $0.5 million for the three months ended September 30, 2019 and 2018.

Interest Expense

Interest expense was consistent at $2.8 million for the three months ended September 30, 2019, compared to $2.9 million for the same period in 2018.

Income Taxes

During the three months ended September 30, 2019, we recognized an income tax benefit of $1.0 million on a pre-tax book loss of $4.1 million resulting in an effective tax rate of 24.8% as compared to an income tax benefit of $0.3 million on a pre-tax book loss of $2.0 million for the same period in 2018 resulting in an effective tax rate of 13.7%. The increase in the effective tax rate between the two periods was primarily related to changes in the Texas Margin tax and a loss limitation during the comparable prior year interim reporting period, which resulted in a 11.1% increase in the effective tax rate between the two periods.

Nine Months Ended September 30, 2019 Compared to Nine Months Ended September 30, 2018

Revenue

Net revenue for the nine months ended September 30, 2019 increased by $2.3 million, or 2.9%, from the same period in 2018.

Revenue from Nexstar was $24.3 million for the nine months ended September 30, 2019, compared to $27.5 million for the same period in 2018, a decrease of $3.2 million, or 11.8%, as 2019 is not an election year. The revenue we earn from Nexstar through our JSAs is directly correlated to the advertising revenue earned at our stations.

Compensation from retransmission consent was $56.2 million for the nine months ended September 30, 2019, compared to $51.0 million for the same period in 2018, an increase of $5.2 million, or 10.2%. The increase was primarily due to scheduled annual escalation of rates per subscriber and the renewals of smaller contracts providing for higher rates per subscriber (contracts generally have a three-year term). Broadcasters currently deliver more than 30% of all television viewing audiences in a pay television household but are paid approximately 12-14% of the total basic cable programming fees. 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.

Operating Expenses

Corporate expenses were $1.3 million for the nine months ended September 30, 2019, compared to $1.4 million for the same period in 2018, a decrease of $0.1 million, or 5.1%.

Station direct operating expenses, consisting primarily of news, engineering and programming, and station selling, general and administrative expenses were $38.1 million for the nine months ended September 30, 2019, compared to $32.6 million for the same period in 2018, an increase of $5.5 million, or 16.9%. The increase was primarily due to network affiliation renewals and annual increases in our network affiliation costs of $5.8 million.

Local service agreement fees associated with Nexstar relate to services provided by Nexstar in the production of newscasts, technical maintenance, promotional and administrative support under the SSAs. SSA fees were $45.2 million for the nine months ended September 30, 2019, compared to $41.1 million for the same period in 2018, an increase of $4.1 million, due to scheduled annual escalation in the recurring SSA fees.

Depreciation of property and equipment was $1.9 million for the nine months ended September 30, 2019, compared to $1.5 million in the same period in 2018, an increase of $0.4 million primarily due to increased capital expenditures from station repacking activities.

Amortization of intangible assets was consistent at $1.5 million for the nine months ended September 30, 2019, compared to $1.6 million in the same period in 2018.

Interest Expense

Interest expense was $8.6 million for the nine months ended September 30, 2019, compared to $8.2 million for the same period in 2018, an increase of $0.4 million primarily due to overall increase in the London Interbank Offered Rate (“LIBOR”).

Income Taxes

During the nine months ended September 30, 2019, we recognized an income tax benefit of $2.9 million on a pre-tax book loss of $11.4 million resulting in an effective tax rate of 25.2% as compared to an income tax benefit of $1.7 million on a pre-tax book loss of $7.8 million for the same period in 2018 resulting in an effective tax rate of 21.5%. The increase in the effective tax rate between the two periods was primarily due to changes in the Texas Margin tax and a loss limitation during the comparable prior year interim reporting period, which resulted in a 3.7% increase in the effective tax rate between the two periods.

Liquidity and Capital Resources

We are highly leveraged, which makes us vulnerable to changes in general economic conditions. Our ability to meet the future cash requirements described below depends on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other conditions, many of which are beyond our control. Our ability to meet future cash requirements is also dependent upon the local service agreements we have entered into with Nexstar. Under our local service agreements, Nexstar sells our advertising time and pays us a percentage of the amount collected. The payments we receive from Nexstar are a significant component of our cash flows. On March 22, 2019, Nexstar represented to us that it will continue the various local service agreements under which it provides sales and other services to our television stations, thereby providing financial support to enable us to continue to operate as a going concern. We believe that with Nexstar’s pledge to continue the local service agreements, our available cash, anticipated cash flow from operations and available borrowings under our senior secured credit facility should be sufficient to fund working capital, capital expenditure requirements, interest payments and scheduled debt principal payments for at least the next 12 months from November 8, 2019. In order to meet future cash needs we may, from time to time, borrow under our existing senior secured credit facility. We will continue to evaluate the best use of our operating cash flow among capital expenditures and debt reduction.

Overview

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

	Nine Months Ended September 30,
	2019			2018
Net cash used in operating activities	$	(6,421	)	$	(2,063	)
Net cash provided by (used in) investing activities		591			(589	)
Net cash used in financing activities		(1,714	)		(1,735	)
Net decrease in cash and cash equivalents	$	(7,544	)	$	(4,387	)
Cash paid for interest	$	7,426		$	7,508
Cash (paid) received from income tax refunds, net of cash paid for income taxes	$	(226	)	$	105

	As of		As of
	September 30,		December 31,
	September 30, 2019		December 31, 2018
Cash and cash equivalents	$	3,254	$	10,798
Long-term debt including current portion		223,454		224,639
Unused revolving loan commitments under senior secured credit facilities		3,000		3,000

Cash Flows – Operating Activities

Net cash flows used in operating activities were $6.4 million during the nine months ended September 30, 2019, compared to net cash flows used in operating activities of $2.0 million for the same period in 2018. The increase of $4.4 million was primarily due to a $3.5 million increase in contractual payments under local service agreements with Nexstar, and a source of cash resulting from timing of accounts receivable collections increased by $1.6 million.

Cash Flows – Investing Activities

Net cash flows provided by investing activities increased by $1.2 million during the nine months ended September 30, 2019, compared to the same period in 2018. During the nine months ended September 30, 2019, we received $5.0 million in FCC spectrum repack reimbursement, an increase of $4.2 million compared to the same period in 2018. These were partially offset by an increase of $3.0 million in capital expenditures compared to the same period in 2018, primarily related to station repacking costs.

Cash Flows – Financing Activities

Net cash flows used in financing activities during the nine months ended September 30, 2019 and 2018 were consistent at $1.7 million. We paid the scheduled principal maturities under our term loan of $1.7 million during each of the nine months ended September 30, 2019 and 2018.

Future Sources of Financing and Debt Service Requirements

As of September 30, 2019, we had total debt of $223.5 million which represented 115.3% of our total capitalization. Our high level of debt requires that a substantial portion of cash flow be dedicated to pay principal and interest on our debt, which reduces the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes.

The total amount of borrowings available to us under our revolving credit facility is based on covenant calculations contained in Nexstar’s credit agreement. As of September 30, 2019, we have $3.0 million of unused revolving loan commitment under our senior secured credit facility.

The following table summarizes the approximate aggregate amount of principal indebtedness scheduled to mature for the periods referenced as of September 30, 2019 (in thousands):

		Total				2019				2020-2021				2022-2023				Thereafter
Senior secured credit facility		$	226,813			$	571			$	4,570			$	4,570			$	217,102

Interest payments on our senior secured credit facility are generally paid every one to three months and are payable based on the type of interest rate selected.

The terms of our senior secured credit facility limit, but do not prohibit, us from incurring substantial amounts of additional debt in the future.

We do not have any rating downgrade triggers that would accelerate the maturity dates of our debt. However, a downgrade in our credit rating could adversely affect our ability to renew existing or obtain access to new credit facilities or otherwise issue debt in the future and could increase the cost of such debt.

Collateralization and Guarantees of Debt

Nexstar guarantees full payment of all obligations under our senior secured credit facility in the event of our default. Similarly, we are a guarantor of Nexstar’s senior secured credit facility, the $1.120 billion 5.625% Notes due 2027 issued by Nexstar, the $900.0 million 5.625% Notes due 2024 issued by Nexstar and the $275.0 million 6.125% Notes due 2022 issued by Nexstar. The senior secured credit facilities are collateralized by a security interest in substantially all the combined assets, excluding FCC licenses, of Nexstar and us.

On July 3, 2019, in connection with Nexstar’s merger with Tribune, Nexstar Escrow completed the sale and issuance of the $1.120 billion 5.625% due 2027. Nexstar Escrow was merged with and into Nexstar Broadcasting on September 19, 2019, with Nexstar Broadcasting surviving the Escrow Merger. Following the Escrow Merger, Mission, Nexstar Media, Nexstar Broadcasting, certain restricted subsidiaries of Nexstar Broadcasting and the trustee entered into the Nexstar 2027 Notes Supplemental Indenture, whereby Nexstar Broadcasting assumed the obligations of Nexstar Escrow under the 5.625% Notes due 2027 Indenture and the 5.625% Notes due 2027, and Mission, Nexstar Media and certain restricted subsidiaries of Nexstar Broadcasting provided guarantees of the 5.625% Notes due 2027 under the 5.625% Notes due 2027 Indenture.

On September 19, 2019, Nexstar amended its senior secured credit facility, pursuant to which, among other things, Nexstar incurred new borrowings, including (i) $675.0 million in new Term Loan A borrowing, issued at 99.31%, maturing on September 19, 2024, and (ii) $3.065 billion in new Term Loan B borrowing, issued at 99.21%, maturing on September 18, 2026.

The 5.625% Notes due 2027, the 5.625% Notes due 2024 and the 6.125% Notes due 2022 are general senior unsecured obligations subordinated to all of our senior secured debt. In the event that Nexstar is unable to repay amounts due under these debt obligations, we will be obligated to repay such amounts. The maximum potential amount of future payments that we would be required to make under these guarantees would be generally limited to the amount of borrowings outstanding under Nexstar’s senior secured credit facility, the 5.625% Notes due 2027, the 5.625% Notes due 2024, and the 6.125% Notes due 2022. As of September 30, 2019, Nexstar had $1.1 billion of outstanding obligations under its 5.625% Notes due 2027, $889.6 million of outstanding obligations under its 5.625% Notes due 2024, $273.8 million of outstanding obligations under its 6.125% Notes due 2022 and a maximum commitment of $5.735 billion under its senior secured credit facility, of which $4.112 billion in Term Loan B and $1.460 billion in Term Loan A were outstanding. All outstanding debt obligations amounts of Nexstar presented herein are net of unamortized debt financing costs and discounts.

Debt Covenants

Our ability to continue as a going concern is dependent on Nexstar’s pledge to continue the local service agreements described in a letter of support dated March 22, 2019. Our senior secured credit facility agreement does not contain financial covenant ratio requirements; however, it does include an event of default if Nexstar does not comply with all covenants contained in its credit agreement. Nexstar’s senior secured credit facility agreement contains covenants which require Nexstar to comply with a maximum consolidated first lien net leverage ratio of 4.25 to 1.00. The covenants, which are calculated on a quarterly basis, include the combined results of Nexstar and us. The indentures governing Nexstar’s 5.625% Notes due 2027, Nexstar’s 5.625% Notes due 2024 and Nexstar’s 6.125% Notes due 2022 contain restrictive covenants customary for borrowing arrangements of these types. As of September 30, 2019, Nexstar informed us that it was in compliance with all covenants contained in the credit agreement governing its senior secured credit facility and the indentures governing its 5.625 Notes due 2027, 5.625% Notes due 2024 and 6.125% Notes due 2022.

No Off-Balance Sheet Arrangements

As of September 30, 2019, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Critical Accounting Policies and Estimates

Our Condensed Financial Statements have been prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Financial Statements and reported amounts of revenue and expenses during the period. On an ongoing basis, we evaluate our estimates, including those related to goodwill and intangible assets, bad debts, broadcast rights, trade and barter, income taxes, commitments and contingencies. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates. Results of operations for interim periods are not necessarily indicative of results for the full year.

Information with respect to our critical accounting policies which we believe could have the most significant effect on our reported results and require subjective or complex judgments by management is contained in our Annual Report on Form 10-K for the year ended December 31, 2018. Management believes that as of September 30, 2019, there have been no material changes to this information.

Leases

As discussed in Note 2, the Company adopted the FASB issued ASU No. 2016-02, Leases (Topic 842) and all related amendments. ASC 842 establishes a comprehensive new lease accounting model that requires the recording of assets and liabilities arising from leases on the balance sheet accompanied by enhanced qualitative and quantitative disclosures in the notes to the financial statements. The Company adopted this standard effective January 1, 2019 using the optional transition method. As a result, financial information for reporting periods beginning after January 1, 2019 is presented under ASC 842, while comparative financial information has not been adjusted and continues to be reported in accordance with the Company’s historical accounting policy for revenue recognition prior to the adoption of ASC 842. The standard had a material impact on our Condensed Balance Sheets but did not impact our operating results, cash flows or equity. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. See Note 2 to the Condensed Financial Statements in Part I, Item 1 of this Form 10-Q for the Company’s updated accounting policy on leases.

Recent Accounting Pronouncements

Refer to Note 2 of our Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of our adoption of recently issued accounting pronouncements, including our expected date of adoption and effects on results of operations and financial position.

Cautionary Note 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 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: any projections or expectations of earnings, revenue, financial performance, liquidity and capital resources or other financial items;

any assumptions or projections about the television broadcasting industry; any statements of our plans, strategies and objectives for our future operations, performance, liquidity and capital resources or other financial items; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and other similar words.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ from a projection or assumption in any of our forward-looking statements. Our future financial position and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties, including those described in our Annual Report on Form 10-K for the year ended December 31, 2018 and in our other filings with the 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.

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term debt obligations. The Company’s exposures to market risk did not change materially since December 31, 2018.

Our term loan borrowings under our senior secured credit facility bear interest at a rate of 4.27% as of September 30, 2019, and the interest rate on the revolving credit facility was 3.52%, which represented the base rate, or LIBOR, plus the applicable margin, as defined. Interest is payable in accordance with the credit agreement.

If LIBOR were to increase by 100 basis points, or one percentage point, from its September 30, 2019 level, our annual interest expense would increase and cash flow from operations would decrease by approximately $2.3 million, based on the outstanding balance of our credit facility as of September 30, 2019. An increase of 50 basis points in LIBOR would increase our annual interest expense and decrease our cash flow from operations by approximately $1.1 million. A decrease of 100 or 50 basis points in LIBOR would decrease our annual interest expense and increase our cash flow from operations by approximately $2.3 million and $1.1 million, respectively. As of September 30, 2019, we have no financial instruments in place to hedge against changes in the benchmark interest rates on our senior secured credit facility.

Impact of Inflation

We believe that our results of operations are not affected by moderate changes in the inflation rate.

ITEM 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Mission’s management, with the participation of Mission’s President and Treasurer (who is Mission’s principal executive officer and principal financial and accounting officer), conducted an evaluation as of the end of the period covered by this report of the effectiveness of the design and operation of Mission’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based upon that evaluation, Mission’s President and Treasurer concluded that as of the end of the period covered by this report, Mission’s disclosure controls and procedures were effective, at a reasonable assurance level, to ensure that information required to be disclosed by Mission in the reports it files or submits under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to Mission’s management, including its President and Treasurer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

As of the quarter ended September 30, 2019, there have been no changes in Mission’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

Legal Proceedings

From time to time, we are involved in litigation that arises from the ordinary operations of business, such as contractual or employment disputes or other general actions. In the event of an adverse outcome of these proceedings, we believe the resulting liabilities would not have a material adverse effect on our financial condition or results of operations.

ITEM 1A.

Risk Factors

There are no material changes from the risk factors previously disclosed in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2018.

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3.

Defaults Upon Senior Securities

None.

ITEM 4.

Mine Safety Disclosures

None.

ITEM 5.

Other Information

None.

ITEM 6.

Exhibits

Exhibit No.		Description
4.1		Indenture, dated as of July 3, 2019, between Nexstar Escrow, Inc., as issuer, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on July 3, 2019).
4.2		First Supplemental Indenture, dated as of September 19, 2019, by and among Nexstar Broadcasting, Inc., as issuer, the guarantors party thereto, and Citibank, N.A., as trustee (Incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K (File No. 000-50478) filed by Nexstar Media Group, Inc. on September 19, 2019).
10.3		KJTL Amendment to Agreement for Sale of Commercial Time between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (Incorporated by reference to Exhibit 10.3 to Current Report on Form 10-Q (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 7, 2019).
10.4		KCIT Amendment to Agreement for Sale of Commercial Time between Nexstar Broadcasting, Inc. and Mission Broadcasting, Inc. (Incorporated by reference to Exhibit 10.4 to Current Report on Form 10-Q (File No. 000-50478) filed by Nexstar Media Group, Inc. on August 7, 2019).
31.1		Certification of Dennis Thatcher pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Dennis Thatcher pursuant to 18 U.S.C. ss. 1350 *
101		The Company’s unaudited Financial Statements and related Notes for the quarter ended September 30, 2019 from this Quarterly Report on Form 10-Q, formatted in iXBRL (Inline eXtensible Business Reporting Language) *
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		MISSION BROADCASTING, INC.

		/s/ *Dennis Thatcher*
	By:	Dennis Thatcher
	Its:	President and Treasurer
		(Principal Executive Officer and Principal Financial and Accounting Officer)

Dated: November 8, 2019

This ‘10-Q’ Filing	Date	Other Filings

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