SEC Comment Letter 0000000000-24-007313 to NEXSTAR MEDIA GROUP, INC. (NXST) (CIK 0001142417) (NXST)
NEXSTAR MEDIA GROUP, INC. (NXST) (CIK 0001142417)
Date: June 28, 2024 · CIK: 0001142417 · Accession: 0000000000-24-007313
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File numbers found in text: 000-50478
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United States securities and exchange commission logo
June 28, 2024
Perry A. Sook
Chief Executive Officer
NEXSTAR MEDIA GROUP, INC.
545 E. John Carpenter Freeway
Suite 700
Irving, Texas 75062
Re:NEXSTAR MEDIA GROUP, INC.
Form 10-K for the fiscal year ended December 31, 2023
Form 8-K filed February 28, 2024
Response dated April 12, 2024
File No. 000-50478
Dear Perry A. Sook:
We have reviewed your June 5, 2024 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our May 6, 2024 letter.
Form 8-K filed on February 28, 2024
Reconciliation of Adjusted EBITDA (Non-GAAP Measure), page 8
1.We note your response to prior comments 1 and 2 regarding your new proposed Adjusted
EBITDA measure. Please tell us why Adjusted EBITDA excludes the amortization of
basis difference for your equity method investments. With your response, please explain
how you considered Question 100.04 in the Compliance and Disclosure Interpretations on
Non-GAAP Financial Measures.
Reconciliation of Free Cash Flow (Non-GAAP Measure), page 10
2.Please provide us with a draft of your statement disclosing the reasons why the
presentation of Adjusted Free Cash Flow provides useful information to investors. Refer
to Item 10(e)(1)(i)(C) of Regulation S-K.
FirstName LastNamePerry A. Sook
Comapany NameNEXSTAR MEDIA GROUP, INC.
June 28, 2024 Page 2
FirstName LastName
Perry A. Sook
NEXSTAR MEDIA GROUP, INC.
June 28, 2024
Page 2
3.We note your response to prior comment 3 regarding the excess distribution from TV
Food Network LLC for your portion of the proceeds it received from the sale of accounts
receivable to a special purpose entity. Please explain why it is appropriate to adjust your
Adjusted Free Cash Flow measure upward by the amount related to the reduced accounts
receivable balance in the special purpose entity in future periods.
4.Your response to prior comment 4 states that one category of the adjustments to Adjusted
Free Cash Flow is for an elimination of changes in cash due to timing. Please explain why
eliminating changes in cash due to timing is consistent with the definition of a liquidity
measure and useful as a measure of cash flows. Explain why you are making an
adjustment for CW payments and CW (amortization) of broadcast rights to “Net cash
provided by operating activities.” Further, explain why changes in operating assets and
liabilities, net of acquisitions and dispositions are being eliminated. Help us better
understand how you determined that it is appropriate to include these adjustments in your
reconciliation of Adjusted Free Cash Flow as a liquidity measure.
5.Please tell us why changes in income tax payable is considered to be an additional
recurring cash expenditure in your reconciliation of Adjusted Free Cash Flow.
6.From your response to prior comment 4, we note that another category of adjustments to
Adjusted Free Cash Flow is for the elimination of items that are non-recurring, non-cash,
or not related to the core operations of the business. Explain why you believe eliminating
non-cash items is a necessary adjustment in the reconciliation of a non-GAAP liquidity
measure. For example, please describe the nature of the amount underlying the pension
and other postretirement plans (credit), net and explain why it is eliminated in your
reconciliation of Adjusted Free Cash Flow.
Please contact Morgan Youngwood at 202-551-3479 or Stephen Krikorian at 202-551-
3488 if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Technology