<PAGE>
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               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                FORM 10-Q/A(No.1)

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                for the quarterly period ended March 31,2002
                                     OR
         [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                for the transition period from ______ to ______.

                      COMMISSION FILE NUMBER: 333-62916

                            Nexstar Finance, L.L.C.
                             Nexstar Finance, Inc.
            (Exact name of registrant as specified in its charter)

            DELAWARE                                   23-3063155
    (State of incorporation)                           23-3063152
                                          (I.R.S. Employer Identification No.)

 909 Lake Carolyn Parkway, Suite 1450
         Irving, Texas 75039                         (972) 373-8800
(Address of Principal Executive Offices,     (Registrant's Telephone Number,
         including Zip Code)                       Including Area Code)

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 [X]  No [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

As of March 31, 2002, Nexstar Finance, L.L.C. had one member, Nexstar Finance
Holdings, L.L.C., and Nexstar Finance, Inc. had 1,000 shares of common stock
outstanding.

================================================================================

<PAGE>

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)................................................ 3
         Consolidated Balance Sheets - December 31, 2001 and March 31, 2002............. 3
         Consolidated Statements of Operations and Other Comprehensive Loss
           for the three months ended March 31, 2002 and 2001........................... 4
         Consolidated Statement of Changes in Member's Interest for the year
           ended December 31, 2001 and for the three months ended March 31, 2001
           and 2002 .................................................................... 5
         Consolidated Statements of Cash Flows for the three months ended
           March 31, 2001 and 2002...................................................... 6
         Notes to Consolidated Financial Statements..................................... 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
           Operations...................................................................19
Item 3. Quantitative and Qualitative Disclosures about Market Risk......................28

PART II. OTHER INFORMATION
Item 1. Legal Proceedings...............................................................29
Item 2. Changes in Securities and Use of Proceeds.......................................29
Item 3. Defaults Upon Senior Securities.................................................29
Item 4. Submission of Matters to a Vote of Security Holders.............................29
Item 5. Other Information...............................................................29
Item 6. Exhibits and Reports on Form 8-K................................................29

SIGNATURES..............................................................................30
</TABLE>

<PAGE>

     As more fully discussed in Note 10 to the Consolidated Financial
Statements, the Company is restating its consolidated financial statements. In
conjunction with the refinancing of the Company's senior credit facilities in
June 1999, the Company expensed certain debt financing costs. The Company
subsequently determined that a portion of those costs, specifically, those
related to the revolving credit facility, should not have been expensed, but
should have remained capitalized and subsequently amortized. As a result, the
1999, 2000, and 2001 financial statements have been restated.

     In addition, the following Report on Form 10-Q/A incorporates expanded
disclosures on various matters including the disclosure of the financial
position, results of operations and cash flows of Nexstar Finance, L.L.C.,
Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls, Inc. on
a consolidating basis (See Note 9).

                                       2

<PAGE>

Nexstar Finance, L.L.C.
Consolidated Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                         December 31,        March 31,
                                                                                            2001               2002
                                                                                       --------------      -------------
                                                                                         (Restated)
                                                                                         (Unaudited)        (Unaudited)
                                                                                              (dollars in thousands)
<S>                                                                                 <C>                  <C>
Assets
Current assets:
    Cash and cash equivalents                                                       $           5,802    $        14,072
    Accounts receivable, net of allowance for doubtful accounts of $490
      and $534, respectively                                                                   25,442             22,585
    Current portion of broadcast rights                                                        10,062              6,962
    Prepaid expenses and other current assets                                                     993              1,506
    Deferred tax assets                                                                           276                334
    Taxes receivable                                                                              233                 30
                                                                                       --------------      -------------

        Total current assets                                                                   42,808             45,489

Property and equipment, net                                                                    57,383             56,604
Broadcast rights                                                                                3,685              3,260
Due from parent entities                                                                        2,782              2,960
Other noncurrent assets                                                                         8,240              7,510
Intangible assets, net                                                                        312,236            308,255
                                                                                       --------------      -------------

        Total assets                                                                $         427,134    $       424,078
                                                                                       ==============      =============

Liabilities and Member's Interest
Current liabilities:
    Current portion of debt                                                         $             488    $           651
    Current portion of capital lease obligations                                                   23                 18
    Current portion of broadcast rights payable                                                10,242              7,019
    Accounts payable                                                                            3,732              4,495
    Accrued expenses                                                                            3,986              4,667
    Interest payable                                                                            6,041             10,290
    Deferred revenue                                                                              335                926
                                                                                       --------------      -------------

        Total current liabilities                                                              24,847             28,066

Debt                                                                                          283,342            285,691
Broadcast rights payable                                                                        3,770              3,373
Deferred tax liabilities                                                                        6,892              6,892
Other liabilities                                                                               4,022              2,768
                                                                                       ---------------     -------------

        Total liabilities                                                                     322,873            326,790
                                                                                       --------------      -------------

Commitments and contingencies (Note 8)
Member's interest:
    Contributed capital                                                                       171,479            170,066
    Accumulated deficit                                                                      (63,487)           (70,012)
    Accumulated other comprehensive loss on derivative instruments                            (3,731)            (2,766)
                                                                                       --------------      -------------

        Total member's interest                                                               104,261             97,288
                                                                                       --------------      -------------

        Total liabilities and member's interest                                     $         427,134    $       424,078
                                                                                       ==============      =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                  statements
                                      3

<PAGE>

Nexstar Finance, L.L.C
Consolidated Statements of Operations and Other Comprehensive Loss
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                                  March 31,
                                                                     -------------------------------------
                                                                          2001                 2002
                                                                       (Restated)
                                                                                 (Unaudited)
                                                                           (dollars in thousands)
<S>                                                                <C>                  <C>
Revenue (excluding trade and barter)                               $          26,604    $          29,999
Less: commissions                                                            (3,524)              (4,059)
                                                                     ---------------      ---------------

Net broadcast revenue (excluding trade and barter)                            23,080               25,940
Trade and barter revenue                                                       2,525                2,382
                                                                     ---------------      ---------------

        Total net revenue                                                     25,605               28,322
                                                                     ---------------      ---------------
Operating expenses:
    Direct operating expenses (excluding depreciation
      and amortization shown separately below)                                 7,818                8,501
    Selling, general and administrative expenses
      (excluding depreciation and amortization shown
      separately below)                                                        7,125                8,534
    Amortization of broadcast rights                                           4,082                3,584
    Amortization of intangible assets                                          5,432                3,256
    Depreciation                                                               2,925                3,151
                                                                     ---------------      ---------------

        Total operating expenses                                              27,382               27,026
                                                                     ---------------      ---------------
Income (loss) from operations                                                (1,777)                1,296
Interest expense, including amortization of debt
  financing costs                                                            (8,302)              (8,674)
Interest income                                                                   48                   34
Other income (expenses), net                                                    (12)                1,001
                                                                     ---------------      ---------------
Loss before income taxes                                                    (10,043)              (6,343)
Income tax benefit (expense)                                                     238                (182)
                                                                     ---------------      ---------------
Net loss                                                           $         (9,805)    $         (6,525)
                                                                     ===============      ===============
Other comprehensive loss:
Cumulative effect of change in accounting principle                $           (241)    $               -
Change in market value of derivative instrument                              (1,965)                  965
                                                                     ---------------      ---------------

Net loss and other comprehensive loss                              $        (12,011)    $         (5,560)
                                                                     ===============      ===============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                  statements
                                      4

<PAGE>

Nexstar Finance, L.L.C
Consolidated Statement of Changes in Member's Interest
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                            Other               Total
                                                   Contributed       Accumulated        Comprehensive          Member's
                                                     Capital           Deficit               Loss              Interest
                                                ----------------  -----------------  -------------------  -----------------
                                                                          (dollars in thousands)
<S>                                             <C>               <C>                <C>                  <C>
Balance at December 31, 2000 (Restated)         $        61,531   $       (28,842)   $                -   $         32,689

Contributions                                           105,000                  -                    -            105,000

Distributions                                          (30,003)                  -                    -           (30,003)

Net loss (Restated)                                           -            (9,805)                    -            (9,805)

Cumulative effect of change in accounting                     -                  -                (241)              (241)
principle

Change in market value of derivative                           -                  -              (1,965)            (1,965)
instrument
                                                ---------------   ----------------   ------------------   ----------------

Balance at March 31, 2001 (Restated)(Unaudited)         136,528           (38,647)              (2,206)             95,675


Contributions                                            35,005                  -                    -             35,005

Distributions                                              (54)                  -                    -               (54)

Net loss (Restated)                                           -           (24,840)                    -           (24,840)

Change in market value of derivative                          -                  -              (1,525)            (1,525)
instrument
                                                ---------------   ----------------   ------------------   ----------------

Balance at December 31, 2001 (Restated)                 171,479           (63,487)              (3,731)            104,261

Contributions                                                 3                  -                    -                  3

Distributions                                           (1,416)                  -                    -            (1,416)

Net loss                                                      -            (6,525)                    -            (6,525)

Change in market value of derivative                          -                  -                  965                965
instrument
                                                ---------------   ----------------   ------------------   ----------------

Balance at March 31, 2002 (Restated)(Unaudited) $       170,066   $       (70,012)   $          (2,766)   $         97,288
                                                ===============   ================   ==================   ================
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                  statements
                                      5

<PAGE>

Nexstar Finance, L.L.C.
Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                          --------------------------------
                                                                               2001             2002
                                                                            (Restated)
                                                                                     (Unaudited)
                                                                               (dollars in thousands)
<S>                                                                          <C>              <C>
Cash flows from operating activities:
    Net loss                                                                 $   (9,805)      $   (6,525)
    Adjustments to reconcile net loss to net cash
     provided by (used for) operating activities:
      Deferred income taxes                                                        (296)             (58)
      Depreciation of property and equipment                                       2,925            3,151
      Amortization of intangible assets                                            5,432            3,256
      Amortization of debt financing costs                                         1,887              801
      Amortization of broadcast rights, excluding barter                           2,012            1,926
      Payments for broadcast rights                                              (2,013)          (2,020)
      Loss on asset disposal, net                                                     15                4
      Amortization of debt discount                                                   24              155
      Effect of accounting for derivative instruments                                  -            (288)
    Changes in assets and liabilities:
      Decrease in accounts receivable and due from parent entities                 1,062            2,679
      Increase in prepaid expenses and other current assets                        (505)            (513)
      Decrease in other noncurrent assets                                             11              585
      Increase (decrease) in accounts payable and accrued expenses                 (834)            1,444
      (Increase) decrease in taxes receivable                                      (209)              203
      Increase in interest payable                                                 1,518            4,249
      Increase in deferred revenue                                                   127              591
      Decrease in due to Midwest Television, Inc.                                (2,257)                -
                                                                          --------------   --------------

        Net cash provided by (used for) operating activities                       (906)            9,640
                                                                          --------------   --------------

Cash flows from investing activities:
    Additions to property and equipment                                          (2,496)          (2,377)
    Proceeds from sale of assets                                                       7                -
    Acquisition of broadcast properties and related transaction costs          (107,956)                -
                                                                          --------------   --------------

        Net cash used for investing activities                                 (110,445)          (2,377)
                                                                          --------------   --------------

Cash flows from financing activities:
    Proceeds from debt issuance                                                  419,952                -
    Repayment of loans                                                         (371,181)              (4)
    Proceeds from revolver draws                                                  12,500            2,500
    Payments for debt finance costs                                             (14,078)             (76)
    Cash escrowed for debt service                                              (10,500)                -
    Capital contributions                                                        105,000                3
    Distributions                                                               (30,003)          (1,416)
                                                                          --------------   --------------

        Net cash provided by financing activities                                111,690            1,007
                                                                          --------------   --------------

Net increase in cash                                                                 339            8,270

Cash and cash equivalents at beginning of period                                   2,750            5,802
                                                                          --------------   --------------

Cash and cash equivalents at end of period                                   $     3,089      $    14,072
                                                                          ==============   ==============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                  statements
                                      6

<PAGE>

Nexstar Finance, L.L.C.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

1.       ORGANIZATION AND BUSINESS OPERATIONS

         Nexstar Finance, L.L.C. ("Nexstar") owns, operates and programs,
         through its subsidiaries, six NBC-affiliated television stations, three
         ABC-affiliated television stations, four CBS-affiliated television
         stations and one UPN-affiliated television station in the United States
         of America. Nexstar has an outsourcing agreement to provide services
         for a FOX affiliate owned by a subsidiary of Sinclair Broadcast Group,
         Inc. Through various local service agreements, Nexstar (i) programs
         one FOX-affiliated television station under a Time Brokerage Agreement
         ("TBA"), (ii) has a Shared Services Agreement ("SSA") with a
         CBS-affiliated television station and (iii) has an SSA and a Joint
         Sales Agreement ("JSA") with a FOX-affiliated television station and a
         low-power UPN-affiliated television station. Additionally, Mission
         Broadcasting of Joplin, Inc. ("Mission of Joplin") provides most of
         the programming to an ABC-affiliated television station under a TBA
         and intends to purchase the underlying licenses and assets of the
         station in September 2002. The television stations described above are
         located in New York, Pennsylvania, Illinois, Indiana, Missouri, Texas
         and Louisiana.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION
         The consolidated financial statements include the accounts of Nexstar
         and its wholly-owned subsidiaries and independently-owned Bastet
         Broadcasting, Inc. ("Bastet") and Mission Broadcasting of Wichita
         Falls, Inc. ("Mission") and its subsidiary (collectively, the
         "Company"). (collectively, the "Company"). Bastet and Mission
         (collectively, the "Mission Group") are separate entities 100% owned
         by an independent third party. Collectively, the Mission Group owns
         and operates the following television stations: WYOU, WFXP, KJTL, and
         KJBO-LP. Additionally, through a TBA, Mission of Joplin, a subsidiary
         of Mission, provides most of the programming and administrative
         services for KODE pending the purchase of the assets in
         September 2002. Nexstar does not own the Mission Group television
         stations; however, under U.S. generally accepted accounting principles
         ("GAAP"), Nexstar is deemed to have a controlling financial interest in
         them due to Nexstar's guarantee of Mission Group's debt and the service
         and purchase option agreements described below. In order for both
         Nexstar and the Mission Group to continue to comply with FCC
         regulations, the Mission Group must maintain complete responsibility
         for and control over programming, finances, personnel and operations of
         its stations. Nexstar has entered into various service agreements with
         all of the Mission Group stations. Nexstar has a TBA with WFXP, which
         allows Nexstar to program most of the stations's broadcasting time,
         sell the station's advertising time and retain the advertising revenue
         generated by WFXP. Nexstar has an SSA with KJTL and KJBO-LP, which
         allows the sharing of services including news production, technical
         maintenance and security, in exchange for Nexstar's right to receive
         certain payments from the Mission Group as described in the SSAs. These
         payments have had the effect of Nexstar receiving substantially all of
         the available cash, after payment of debt service costs, generated by
         KJTL and KJBO-LP. Nexstar anticipates that the payments required by the
         SSAs with KJTL and KJBO-LP will continue to have the effect of Nexstar
         receiving substantially all of the available cash, after payment of
         debt service costs, generated by KJTL and KJBO-LP. Through a JSA,
         Nexstar has also acquired the right to sell and receive the revenues
         from the advertising time on KJTL and KJBO-LP in return for monthly
         payments to the Mission Group. Nexstar has an SSA with each of WYOU and
         KODE, which have terms substantially similar to the terms of the SSAs
         with KJTL and KJBO-LP. Nexstar's ability to receive cash from the
         Mission Group is governed by the agreements described above.

         In addition to providing certain services to the television stations,
         Nexstar is also the guarantor of the Mission Group's debt (Note 6). The
         Mission Group is a guarantor of the senior credit facility entered into
         and the senior subordinated notes issued by Nexstar (Note 6).

         In connection with its proposed initial public offering, Nexstar
         Broadcasting Group, Inc. requested the FCC to review and reconfirm
         compliance with the FCC's rules and published policies of Nexstar's
         local service agreements with the Mission Group and the purchase
         options granted by the owner of the Mission Group. As a result of its
         review, the FCC requested certain revisions to the purchase options.
         Under the revised purchase options, the owner of the Mission Group has
         granted to Nexstar a purchase option on each Mission Group television
         station to acquire the assets and liabilities of each station for
         consideration equal to the greater of (i) seven times the station's
         broadcast cash flow less the amount of its indebtedness, as defined in
         the option agreement or (ii) its indebtedness. Broadcast cash flow is
         defined as income (loss) from operations, plus depreciation and
         amortization (including amortization of broadcast rights), interest
         income, non-cash trade and barter expenses, non-recurring 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. These option agreements are freely
         exercisable or assignable by Nexstar without consent or approval by the
         owner of the Mission Group.

         As a result of the service arrangements, the debt guarantees and the
         option agreements with the Mission Group, Nexstar is deemed to have a
         controlling financial interest in the Mission Group under U.S. GAAP
         while complying with the FCC's rules regarding ownership limits in
         television markets. As a result of Nexstar's controlling financial
         interest in the Mission Group under U.S. GAAP, Nexstar consolidates the
         financial position, results of operations and cash flows of the Mission
         Group with Nexstar as if it were a wholly-owned entity of Nexstar in
         order to provide a more meaningful presentation of Nexstar's
         performance. Because the Mission Group stations have a net asset
         deficit and because there is no binding obligation on the owner of the
         Mission Group to make capital contributions to cover the deficit,
         Nexstar recognizes 100% of the Mission Group losses.

         The financial statements as of March 31, 2002 and for the three months
         ended March 31, 2001 and 2002 are unaudited. However, in the opinion
         of management, such statements include all adjustments (consisting
         solely of normal recurring adjustments) necessary for the fair
         statement of the financial information included herein in accordance
         with U.S. GAAP and pursuant to the rules and regulations of the
         Securities and Exchange Commission. The preparation of consolidated
         financial statements in conformity with U.S. GAAP requires management
         to make estimates and assumptions that effect the reported amounts of
         assets and liabilities and disclosure of contingent assets and
         liabilities at the date of the consolidated financial statements and
         reported amounts of revenues 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. The financial statements should be read in conjunction with the
         consolidated financial statements and related notes included in the
         Company's Annual Report on Form 10-K/A for the year ended December 31,
         2001. The balance sheet at December 31, 2001 has been derived from the
         audited financial statements at the date, but does not include all the
         information and footnotes required by generally accepted accounting
         principles for complete financial statements.

         All intercompany account balances and transactions have been
         eliminated in consolidation. Certain prior period amounts have been
         reclassified to conform to current period presentation. Unless
         otherwise noted, all dollars are in thousands.

         GOODWILL AND OTHER INTANGIBLE ASSETS
         Intangible assets include FCC licenses, network affiliation agreements
         and goodwill. On January 1, 2002, the Company adopted Statement of
         Financial Accounting Standards No. 142, "Goodwill and Other Intangible
         Assets" (SFAS No. 142). SFAS No. 142 requires companies to cease
         amortizing certain intangible assets including goodwill and FCC
         licenses. The amortization of existing goodwill and FCC licenses
         resulting from acquisitions completed prior to June 30, 2001 ceased on
         December 31, 2001. Any goodwill and FCC licenses resulting from
         acquisitions completed after June 30, 2001 were not and will not be
         amortized. SFAS No. 142 established a new method of testing goodwill
         and FCC licenses for impairment on an annual basis or on an interim
         basis if an event occurs or circumstances change which would reduce
         the fair value of a reporting unit below its carrying value.

                                      7

<PAGE>

Nexstar Finance, L.L.C.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         SFAS No.142 requires that goodwill be tested for impairment using a
         two-step process. The first step is to identify a potential impairment
         and, in transition, this step must be measured as of the beginning of
         the fiscal year. However, a company has six months from the date of
         adoption to complete the first step. The Company will complete that
         first step of the goodwill impairment test during the second quarter of
         2002. The second step of the goodwill impairment test measures the
         amount of the impairment loss (measured as of the beginning of the year
         of adoption), if any, and must be completed by the end of the Company's
         fiscal year. FCC licenses have been tested for impairment using a
         one-step process, which compares the fair value to the carrying amount
         of the asset as of January 1, 2002. The fair value of each station was
         determined using the discounted cash flow valuation method that
         excludes network compensation payments, assuming a hypothetical
         start-up whose only asset is the FCC license. The test resulted in no
         impairment being identified. Any impairment loss resulting from the
         transitional impairment test of goodwill will be reflected as the
         cumulative effect of a change in accounting principle as of January 1,
         2002 and will require restatement of the first quarter of 2002. The
         Company has not yet determined what effect the goodwill impairment test
         will have on the Company's earnings and financial position. During the
         year ended December 31, 2001, the Company incurred goodwill
         amortization expense of $2.8 million.

         The following table presents certain financial information assuming
         that amortization expense associated with goodwill and FCC licenses was
         excluded for all periods presented:

<TABLE>
<CAPTION>
                                                       Three Months Ended March 31,
                                                       -------------------------------
                                                           2001               2002
                                                       ------------        -----------
                                                        (Restated)
                                                                  (Unaudited)
<S>                                                      <C>                <C>
Net loss                                                 $  (9,805)         $  (6,525)
Add:
  Goodwill amortization, net of tax                             895
  Indefinite-lived intangibles amortization, net              1,338                  -
  of tax
                                                       ------------        -----------
Net loss- as adjusted                                    $  (7,572)         $  (6,525)
                                                       ============        ===========
</TABLE>

The Company tests the impairment of its goodwill annually or whenever events or
changes in circumstances indicate that goodwill might be impaired. The first
step of the goodwill impairment test compares the fair value of a station with
its carrying amount, including goodwill. The fair value of a station is
determined through the use of a discounted cash flow analysis. If the fair value
of the station exceeds its carrying amount, goodwill is not considered impaired.
If the carrying amount of the station exceeds its fair value, the second step of
the goodwill impairment test is performed to measure the amount of impairment
loss, if any. The second step of the goodwill impairment test compares the
implied fair value of goodwill with the carrying amount of that goodwill. The
implied fair value of goodwill is determined by performing an assumed purchase
price allocation using the station's fair value (as determined in Step 1) as the
purchase price. If the carrying amount of goodwill exceeds the implied fair
value, an impairment loss is recognized in an amount equal to that excess.

An impairment assessment of goodwill and FCC license could be triggered by a
significant reduction in operating results or cash flows at one or more of the
Company's televisions stations, or a forecast of such reductions, a significant
adverse change in the advertising marketplaces in which the Company's
television stations operate, or by adverse changes to Federal Communications
Commission ownership rules, amongst others.

LONG-LIVED ASSETS

On January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS No. 144). SFAS No. 144 supersedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
and the accounting and reporting provisions relating to the disposal of a
segment of a business described in Accounting Principles Board Opinion No. 30.
The adoption did not have a material impact on the Company's financial
statements.

RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections" (SFAS
No. 145), which is effective for fiscal years beginning after May 15, 2002. SFAS
No. 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for
gains and losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 also makes technical corrections to
certain existing pronouncements that are not substantive in nature. Nexstar
adopted SFAS No. 145 effective for the year ended December 31, 2002 and as a
result has reclassified $1.4 million of extraordinary loss from refinancing of
credit facilities to interest expense for the three months ended March 31, 2001.

                                      8

<PAGE>

Nexstar Finance, L.L.C.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

3.       ACQUISITIONS

         WCIA/WCFN and WMBD
         On January 12, 2001, Nexstar acquired substantially all of the assets
         of WCIA/WCFN and WMBD from Midwest Television, Inc.
         ("Midwest") for approximately $108.0 million, exclusive of transaction
         costs. Included in the purchase price was $0.5 million, which was paid
         directly to the owner of Midwest for the building that houses WCIA.
         The acquisition has been accounted for under the purchase method and,
         accordingly, the purchase price was allocated to assets acquired and
         liabilities assumed based on their estimated fair value on the
         acquisition date. TBA fees in the amount of $2.25 million were paid to
         Midwest at the time of closing.

         The selected unaudited pro forma consolidated information for the three
         months ended March 31, 2001 and 2002, determined as if the Midwest
         acquisition, described above, had occurred on January 1 of each period
         is as follows:

<TABLE>
<CAPTION>
                                          Three Months Ended       Three Months Ended
                                            March 31, 2001(1)        March 31, 2002
                                       ------------------------  ---------------------
                                             (Unaudited)              (Unaudited)
                                       As reported  Pro forma    As reported Pro forma
                                       ------------ -----------  ----------- ---------
                                        (Restated)
<S>                                      <C>          <C>          <C>         <C>
Net broadcast revenue (excluding
  trade and barter)                      $  23,080    $ 23,080     $ 25,940    $ 25,940

Total net revenue                           25,605      25,605       28,322      28,322

Income (loss) from operations              (1,777)     (1,777)        1,296       1,296

Net loss                                 $ (9,805)   $ (9,805)    $ (6,525)   $ (6,525)
                                       ===========  ==========  ===========  ==========
</TABLE>

(1)  The March 31, 2001 pro forma amounts do not include the results of Midwest
     for the 12 days prior to acquisition on January 12, 2001 because the
     amounts are de minimis. As a result, the Midwest acquisition has no pro
     forma effect in the table set forth above.

The selected unaudited pro forma information is presented for illustrative
purposes only and is not necessarily indicative of results of operations in
future periods or results that would have been achieved had the Company and the
acquired stations been combined during the specified periods.

4.       RELATED PARTY TRANSACTIONS

         GUARANTY - CHIEF EXECUTIVE OFFICER
         Pursuant to a continuing guaranty agreement dated June 16, 2001 with
         Nexstar's primary lender, Nexstar has entered into an agreement
         to guarantee up to a $3.0 million non-revolving line of credit to its
         President and Chief Executive Officer to enable him, among other uses,
         to purchase equity units of Nexstar. The line of credit is full-
         recourse to the officer. However, if the officer does not repay some
         or all of the loan then Nexstar may be required to pay up to the
         maximum amount of $3.0 million. As of March 31, 2002, approximately
         $3.0 million in principal amount of loans were outstanding and is due
         on December 31, 2004.

                                      9

<PAGE>

Nexstar Finance, L.L.C.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

5.       INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                Estimated
                                               useful life           December 31,            March 31,
                                                 (years)                 2001                  2002
                                                                  ------------------     ------------------
                                                                      (Restated)
                                                                                            (Unaudited)
<S>                                            <C>              <C>                    <C>
Goodwill                                        indefinite      $             99,097   $             99,097
Network affiliation agreements                      15                       171,957                171,957
FCC licenses                                    indefinite                    77,113                 77,116
Debt financing costs                           term of debt                   16,359                 16,385
Other intangibles                                  1-15                        7,104                  7,151
                                                                  ------------------     ------------------

                                                                             371,630                371,706
Less:  accumulated amortization                                             (59,394)               (63,451)
                                                                  ------------------     ------------------
Intangible assets, net of
  accumulated amortization                                      $            312,236   $            308,255
                                                                  ==================     ==================
</TABLE>

6.       DEBT

         Long term debt consists of the following:

<TABLE>
<CAPTION>
                                                                      December 31,             March 31,
                                                                         2001                   2002
                                                                   ------------------      -----------------
                                                                                              (Unaudited)
<S>                                                              <C>                    <C>
Term loan                                                        $             82,000   $             82,000
Revolving credit facility                                                      46,143                 48,643
12% Senior subordinated notes due 2008, net of discount                       154,097                154,251
SFAS No. 133 hedge accounting adjustment                                        1,590                  1,448
                                                                   ------------------      -----------------
                                                                              283,830                286,342

Less: current portion                                                           (488)                  (651)
                                                                   ------------------      -----------------

                                                                 $            283,342   $            285,691
                                                                   ==================      =================
</TABLE>

         BANK DEBT

         Bank Debt Facility Agreements

The Nexstar Senior Secured Credit Facilities
On January 12, 2001, Nexstar entered into senior secured credit facilities with
a group of commercial banks. The terms of the credit agreement provided for a
revolving credit facility (the "Nexstar revolver") in the amount of $122.0
million and a term loan facility (the "Nexstar term loan") in the amount of
$110.0 million. The revolving credit facility was subsequently reduced to $72.0
million after the issuance of the Senior Subordinated Notes discussed below. The
credit facilities were subsequently amended on June 14, 2001 to allow for a
$50.0 million Term A facility, a $75.0 million Term B facility and a $57.0
million revolving facility. On November 14, 2001, the credit facilities were
further amended to adjust financial covenants effective for the period ended
September 30, 2001 and future periods because Nexstar was not in compliance with
the consolidated total leverage ratio as of September 30, 2001, due in large
part to the negative impact on advertising revenues resulting from the events of
September 11, 2001 and Nexstar anticipated non-compliance in future periods. The
amendment also reduced the revolving facility to $42.0 million. Prepayments have
been made under the Term A facility, which has effectively reduced the
commitment to $32.0 million. Interest rates associated with the Nexstar revolver
and term loans are based, at the

                                       10

<PAGE>
Nexstar Finance, L.L.C.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         option of Nexstar, on the prevailing prime rate plus an applicable
         margin or the LIBOR rate plus an applicable margin, as defined
         (ranging from 5.41% to 6.63% at March 31, 2002). Interest is fixed for
         a period ranging from one month to 12 months, depending on
         availability of the interest basis selected, except if Nexstar selects
         a prime-based loan, in which case the interest rate will fluctuate
         during the period as the prime rate fluctuates. Interest is payable
         periodically based on the type of interest rate selected. In addition,
         Nexstar is required to pay quarterly commitment fees based on the
         Company's leverage ratio for that particular quarter on the unused
         portion of the Nexstar revolver loan commitment. The Nexstar term
         loans are subject to scheduled mandatory repayments and the Nexstar
         revolver is subject to scheduled mandatory reductions commencing in
         2003. The Nexstar revolving and Term A facilities mature on
         January 12, 2007. The Term B facility matures on July 12, 2007. Any
         excess amount outstanding at the time of a mandatory reduction is
         payable at that time. The borrowings under the Nexstar senior secured
         credit facilities are guaranteed, jointly and severally, by Nexstar,
         Bastet and Mission, and by each existing and subsequently acquired or
         organized subsidiary of Nexstar.

         The Bastet/Mission Senior Secured Credit Facility
         On January 12, 2001, Bastet and Mission entered into a credit agreement
         (the "Bastet/Mission credit facility") with a group of commercial
         banks. The terms provided for the banks to make revolving loans to
         Bastet and Mission, not to exceed the aggregate commitment of $43.0
         million. On November 14, 2001, the credit facility was amended to
         increase the revolving facility to $58.0 million. Bastet and Mission
         are jointly and severally liable for the outstanding amount of the
         loan. Nexstar has entered into a guarantor agreement, whereby Nexstar
         guarantees full payment of any obligations outstanding in the event of
         Bastet and/or Mission's default. Interest rates associated with the
         Bastet/Mission credit facility are based, at the option of Bastet and
         Mission, on the prevailing prime rate plus an applicable margin or the
         LIBOR rate plus an applicable margin, as defined (ranging from 5.41% to
         5.44% at March 31, 2002). Interest is fixed for a period ranging from
         one month to 12 months, depending on availability of the interest basis
         selected, except if Bastet or Mission selects a prime-based loan, in
         which case the interest rate will fluctuate during the period as the
         prime rate fluctuates. Interest is payable periodically based on the
         type of interest rate selected. In addition, Bastet and Mission are
         required to pay quarterly commitment fees based on the Company's
         leverage ratio for that particular quarter on the unused portion of the
         Bastet/Mission credit facility loan commitment. The Bastet/Mission
         credit facility is due and payable on the maturity date, January 12,
         2007. Any excess amount outstanding at the time of a mandatory
         reduction is payable at that time.

         Based on borrowing rates currently available to the Company for bank
         loans with similar terms and average maturities, the fair value of the
         Company's credit facilities approximates carrying value.

         Senior Subordinated Notes

         On March 16, 2001, Nexstar issued $160.0 million of 12% Senior
         Subordinated Notes (the "notes") at a price of 96.012%. The notes
         mature on April 1, 2008. Interest is payable every six months in
         arrears on April 1 and October 1. The notes are guaranteed by all of
         the domestic existing and future restricted subsidiaries of Nexstar
         and by Bastet and Mission. They are general unsecured senior
         subordinated obligations subordinated to all of Nexstar's senior debt.
         The notes are redeemable by Nexstar on or after April 1, 2005, at
         declining premiums, and Nexstar may redeem, at a premium, up to 35.0%
         of the aggregate principal amount of the notes before April 1, 2004
         with the net cash proceeds from qualified equity offerings. The notes
         are not redeemable by either the issuer or the note holder between
         April 1, 2004 and March 31, 2005. The proceeds of the offering were
         used to partially refinance existing indebtedness of Nexstar and fund
         working capital needs.

         Debt Covenants

                                       11

<PAGE>

Nexstar Finance, L.L.C.
Notes to Consolidated Financial Statements
--------------------------------------------------------------------------------

         The bank debt agreements and the notes described above contain
         covenants, which require the Company to comply with certain financial
         ratios, capital expenditures, cash film payments, and other limits. The
         Company was in compliance with all covenants at March 31, 2002.

         Debt Financing Costs
         In conjunction with the refinancing of the credit facilities in January
         2001, the Company expensed $1,417 in the first quarter of 2001 related
         to certain debt financing costs. The amount, net of tax benefit, has
         been included in interest expense pursuant to the adoption of SFAS No.
         145.

7.       INCOME TAXES

         The Company's income tax benefit for the three months ended March 31,
         2001 was $238, compared to the income tax expense for the three months
         ended March 31, 2002 of $182. The Company's effective tax rate was 3%
         for both the three months ended March 31, 2001 and the three months
         ended March 31, 2002. The significant differences from the statutory
         tax rate and the effective tax rate for the three months ended March
         31, 2002 include an increase in the valuation allowance, income earned
         by entities not subject to corporate income tax, and state taxes, net
         of the federal benefit.

8.       COMMITMENTS AND CONTINGENCIES

         From time to time, the Company is involved with claims that arise out
         of the normal course of business. In the opinion of management, the
         ultimate liability with respect to these claims will not have a
         material adverse effect on the financial statements of the Company.

9.       CONDENSED CONSOLIDATING FINANCIAL INFORMATION

         As a result of the service agreements, options and debt guarantees
         between Nexstar and the Mission Group, as described in Note 2 and Note
         6, the financial position, results of operations and cash flows of
         Nexstar and the Mission Group are consolidated.

         The notes and borrowings under amounts drawn against the senior
         secured credit facilities are guaranteed on a joint and several, full
         and unconditional basis, by Nexstar, its wholly-owned subsidiaries and
         the Mission Group (Note 6).

         Nexstar has no independent assets or operations. All of its
         subsidiaries are wholly-owned by Nexstar and are guarantors of
         Nexstar's debt. Therefore, Nexstar has included consolidated
         information with respect to its subsidiaries in the column entitled
         "Nexstar."

                                       12

<PAGE>

                            NEXSTAR FINANCE, L.L.C.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following condensed consolidating financial information presents the
financial position, results of operations and cash flows of Nexstar, Bastet,
Mission as well as the consolidating entries needed to arrive at the
information for the Company on a consolidated basis.

                                 BALANCE SHEET

                                 March 31, 2002
<TABLE>
<CAPTION>
                                                                        Consolidating Consolidated
                                           Nexstar   Bastet    Mission     Entries      Company
                                           -------- --------  --------  ------------- ------------
<S>                                        <C>      <C>       <C>       <C>           <C>
ASSETS
   Current assets......................... $ 47,167 $  2,894  $  1,880  $ (6,452)     $ 45,489
   Property and equipment, net............   52,879    2,134     1,591       --         56,604
   Other noncurrent assets................    7,014      716     6,000       --         13,730
   Intangible assets, net.................  283,794   13,540    12,161    (1,240)      308,255
                                           -------- --------  --------  --------      --------
       Total assets....................... $390,854 $ 19,284  $ 21,632  $ (7,692)     $424,078
                                           ======== ========  ========  ========      ========
LIABILITIES AND MEMBER'S INTEREST
   Current liabilities.................... $ 25,205 $  6,933  $  2,777  $ (6,849)     $ 28,066
   Debt...................................  239,548   46,143    46,143   (46,143)      285,691
   Other liabilities......................   12,144      739       150       --         13,033
   Member's interest......................  113,957  (34,531)  (27,438)   45,300        97,288
                                           -------- --------  --------  --------      --------
       Total liabilities and member's
         interest......................... $390,854 $ 19,284  $ 21,632  $ (7,692)     $424,078
                                           ======== ========  ========  ========      ========
</TABLE>

                                       13

<PAGE>

                            NEXSTAR FINANCE, L.L.C.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                                 BALANCE SHEET

                               DECEMBER 31, 2001

<TABLE>
<CAPTION>
                                                                          Consolidating Consolidated
                                             Nexstar   Bastet    Mission     Entries      Company
                                            --------  --------  --------  ------------- ------------
<S>                                         <C>       <C>       <C>       <C>           <C>
ASSETS                                                                                  (Restated)
   Current assets.......................... $ 45,209  $  3,333  $    483    $ (6,217)     $ 42,808
   Property and equipment, net.............   53,349     2,328     1,706          --        57,383
   Other noncurrent assets.................    7,696       937     6,074                    14,707
   Intangible assets, net..................  287,527    13,682    12,311      (1,284)      312,236
                                            --------  --------  --------    --------      --------
       Total assets........................ $393,781  $ 20,280  $ 20,574    $ (7,501)     $427,134
                                            ========  ========  ========    ========      ========
LIABILITIES AND MEMBER'S INTEREST
   Current liabilities..................... $ 22,826  $  6,844  $  1,656    $ (6,479)     $ 24,847
   Debt....................................  237,199    46,143    46,143     (46,143)      283,342
   Other liabilities.......................   13,569       965       150          --        14,684
   Member's interest.......................  120,187   (33,672)  (27,375)     45,121       104,261
                                            --------  --------  --------    --------      --------
       Total liabilities and member's
         interest.......................... $393,781  $ 20,280  $ 20,574    $ (7,501)     $427,134
                                            ========  ========  ========    ========      ========

                                      STATEMENT OF OPERATIONS

                              FOR THE THREE MONTHS ENDED MARCH 31, 2002

                                                                          Consolidating Consolidated
                                             Nexstar   Bastet    Mission     Entries      Company
                                            --------  --------  --------  ------------- ------------
Net revenue................................ $26,213   $ 1,716   $ 1,642    $  (1,249)     $ 28,322
Operating expenses.........................  24,971     2,019     1,285       (1,249)       27,026
                                            --------  --------  --------    --------      --------
Income (loss) from operations.........        1,242      (303)      357           --         1,296
Interest expense...........................  (7,962)     (712)     (712)         712        (8,674)
Interest income and other income (expense),
  net......................................   1,032         3        --           --         1,035
                                            --------  --------  --------    --------      --------
Loss before income taxes...................  (5,688)   (1,012)     (355)         712        (6,343)
Income tax benefit (expense)...............     (93)      (11)      (78)          --          (182)
                                            --------  --------  --------    --------      --------
Net income (loss).......................... $(5,781)  $(1,023)  $  (433)    $    712      $ (6,525)
                                            ========  ========  ========    ========      ========
</TABLE>

                                       14

<PAGE>

                            NEXSTAR FINANCE, L.L.C.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                            STATEMENT OF OPERATIONS

                   FOR THE THREE MONTHS ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                              Consolidating Consolidated
                                                   Nexstar   Bastet  Mission     Entries      Company
                                                  --------  -------  -------  ------------- ------------
                                                                                              (Restated)
<S>                                               <C>       <C>      <C>      <C>           <C>
Net revenue......................................   $24,907   $ 1,664  $   691     $(1,657)     $ 25,605
Operating expenses...............................    25,993     2,407      639      (1,657)       27,382
                                                    --------  -------  -------     -------      --------
Income (loss) from operations....................    (1,086)     (743)      52          --        (1,777)
Interest expense.................................    (6,863)   (1,273)  (1,115)        949        (8,302)
Interest income and other income (expense), net..        31         3        2          --            36
                                                    --------  -------  -------     -------      --------
Loss before income taxes.........................    (7,918)   (2,013)  (1,061)        949       (10,043)
Income tax benefit (expense).....................       240        (2)      --          --           238
                                                    --------  -------  -------     -------      --------
Net loss.........................................   $(7,678)  $(2,015) $(1,061)    $   949      $ (9,805)
                                                    ========  ======== ========    ========     ========

</TABLE>

                                       15

<PAGE>

                            NEXSTAR FINANCE, L.L.C.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                            STATEMENT OF CASH FLOWS

                    FOR THE THREE MONTHS ENDED MARCH 31, 2002

<TABLE>
<CAPTION>
                                                                                Consolidating Consolidated
                                                        Nexstar  Bastet Mission    Entries      Company
                                                        -------  ------ ------- ------------- ------------
<S>                                                     <C>      <C>    <C>     <C>           <C>
Net cash provided by (used for) operating activities... $ 9,115  $(273)  $798       $  --       $ 9,640
                                                        -------  -----   ----       -----       -------
Cash flows from investing activities:
   Additions to property and equipment, net............  (2,369)    (3)    (5)         --        (2,377)
   Acquisition of broadcast properties and related
      transaction costs................................      --     --     --          --            --
                                                        -------  -----   ----       -----       -------
       Net cash used for investing activities..........  (2,369)    (3)    (5)         --        (2,377)
                                                        -------  -----   ----       -----       -------
Cash flows from financing activities:
   Repayment of loans..................................      (4)    --     --          --            (4)
   Proceeds from revolver draws........................   2,500     --     --          --         2,500
   Payments for debt finance costs.....................     (72)    (4)    --          --           (76)
   Distributions, net..................................  (1,413)    --     --          --        (1,413)
                                                        -------  -----   ----       -----       -------
       Net cash used for financing activities..........   1,011     (4)    --          --         1,007
                                                        -------  -----   ----       -----       -------
Net increase (decrease) in cash and cash equivalents...   7,757   (280)   793          --         8,270
Cash and cash equivalents at beginning of period.......   5,218    544     40          --         5,802
                                                        -------  -----   ----       -----       -------
Cash and cash equivalents at end of period............. $12,975  $ 264   $833       $  --       $14,072
                                                        =======  =====   ====       =====       =======
</TABLE>

                                       16

<PAGE>

                            NEXSTAR FINANCE, L.L.C.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                            STATEMENT OF CASH FLOWS

                    FOR THE THREE MONTHS ENDED MARCH 31, 2001

<TABLE>
<CAPTION>
                                                                                  Consolidating Consolidated
                                                    Nexstar    Bastet    Mission     Entries      Company
                                                   ---------  --------  --------  ------------- ------------
<S>                                                <C>        <C>       <C>       <C>           <C>
Net cash provided by (used for) operating
  activities...................................... $  (1,578) $    347  $    325     $    --     $    (906)
                                                   ---------  --------  --------     -------     ---------
Cash flows from investing activities:
   Additions to property and equipment, net.......    (2,176)     (313)       --          --        (2,489)
   Acquisition of broadcast properties and
     related transaction costs....................  (107,956)       --        --          --      (107,956)
                                                   ---------  --------  --------     -------     ---------
       Net cash used for investing activities.....  (110,132)     (313)       --          --      (110,445)
                                                   ---------  --------  --------     -------     ---------
Cash flows from financing activities:
   Proceeds from debt issuance....................   363,553    23,887    32,512          --       419,952
   Repayment of loans.............................  (315,858)  (23,247)  (32,076)         --      (371,181)
   Proceeds from revolver draws...................    12,500        --        --          --        12,500
   Payments for debt finance costs................   (12,653)     (722)     (703)         --       (14,078)
   Cash escrowed for debt service.................   (10,500)       --        --          --       (10,500)
   Capital contributions, net.....................    74,997        --        --          --        74,997
                                                   ---------  --------  --------     -------     ---------
       Net cash provided by (used for)
         financing activities.....................   112,039       (82)     (267)         --       111,690
                                                   ---------  --------  --------     -------     ---------
Net increase in cash and cash equivalents.........       329       (48)       58          --           339
Cash and cash equivalents at beginning of
  period..........................................     2,530       144        76          --         2,750
                                                   ---------  --------  --------     -------     ---------
Cash and cash equivalents at end of period........ $   2,859  $     96  $    134     $    --     $   3,089
                                                   =========  ========  ========     =======     =========
</TABLE>


                                       17

<PAGE>

                            NEXSTAR FINANCE, L.L.C.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


10.      EFFECTS OF RESTATEMENT

         On June 1, 1999, the existing Nexstar credit agreements were amended
         and restated to include a term loan for an aggregate maximum amount of
         $125.0 million, a revolving credit facility of $80.0 million and an
         available incremental revolving credit facility not to exceed $75.0
         million. On January 12, 2001, the debt outstanding was repaid with the
         proceeds from new senior secured credit facilities.

         On June 1, 1999, the Mission existing credit facility was amended to
         increase the aggregate maximum amount to $45.0 million. On January 12,
         2001, the debt outstanding was repaid with the proceeds from a new
         senior secured credit facility.

         In conjunction with the above refinancing of its senior credit
         facilities, the Company expensed certain debt financing costs.
         Management subsequently determined that a portion of those costs,
         specifically, those related to the revolving credit facility, should
         not have been expensed, but should have remained capitalized and
         subsequently amortized.

         As a result, the Company has restated its 1999 financial statements and
         reversed the related tax effect. The financial statement as of and for
         the year ended December 31, 2001 and the financial statement for the
         three months ended March 31, 2001 have also been restated to reflect
         the carryover effect of the change.

<TABLE>
<CAPTION>

                                                            Interest Expense,
                                                                Including      Other
                                                             Amortization of  Income      Income
                                                Intangible   Debt Financing (Expense), Tax Benefit
                                                Assets, Net       Costs         Net     (Expense)    Net Loss
                                                ----------- ---------------- --------  -----------   --------
<S>                                             <C>         <C>                <C>         <C>      <C>
Balance of March 31, 2001
 As previously reported.......................                  $ (6,864)      $      3    $   223  $ (8,630)
   Reclassification upon adoption of SFAS
     No. 145 .................................                      (263)
   Adjustment to interest expense, including
     amortization of debt financing costs.....                    (1,175)           (15)        15    (1,175)
                                                                --------       --------    -------  --------
 As revised...................................                  $ (8,302)      $    (12)   $   238  $ (9,805)
                                                                ========       ========    =======  ========

Balance of December 31, 2001
 As previously reported.......................   $312,246       $(33,945)                           $(33,470)
   Reclassification upon adoption of SFAS
     No. 145 .................................                      (335)
   Adjustment to interest expense, including
     amortization of debt financing costs.....        (10)        (1,175)                             (1,175)
                                                 --------       --------                            --------
 As revised...................................   $312,236       $(35,455)                           $(34,645)
                                                 ========       ========                            =========
</TABLE>

11.      SUBSEQUENT EVENT

         On April 24, 2002, Nexstar's indirect parent, Nexstar Broadcasting
         Group, L.L.C., filed for an initial public offering with the SEC and
         will undertake a reorganization whereby Nexstar Broadcasting Group,
         L.L.C. and certain of its direct and indirect subsidiaries will be
         merged with and into, Nexstar Broadcasting Group, Inc., which will
         become the surviving corporation.

                                       18

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

The following discussion and analysis should be read in conjunction with the
Unaudited Consolidated Balance Sheet as of March 31, 2002, Unaudited
Consolidated Statement of Operations and Other Comprehensive Loss and other
unaudited financial statements for the three months ended March 31, 2001 and
2002 and notes to related financial statements elsewhere in this report. The
"forward-looking statements" in this discussion regarding the television
broadcasting industry, our expectations regarding our future performance,
liquidity and capital resources and other non-historical statements in the
discussion are subject to numerous risks and uncertainties, including those
described in Nexstar's Annual Report on Form 10-K/A for the year ended December
31, 2001. Forward-looking statements may include the words "may," "will,"
"estimate," "intend," "continue," believe," "expect" or "anticipate" and other
similar words. Our actual results may differ materially from those contained in
any forward-looking statements.

We make references throughout our "Management's Discussion and Analysis of
Financial Condition and Results of Operations" to comparisons on a "same station
basis." These comparisons refer to stations that we have owned or provided
services to at the beginning and end of a particular period. In particular,
references to a comparison on a same station basis for the three months ended
March 31, 2001 versus the three months ended March 31, 2002 include the
following stations: WYOU, KQTV, WTWO, WBRE, KFDX, KSNF, KBTV, WJET, WFXP, WROC,
KJTL, KJBO, KTAB, KMID, KTAL, WCIA and WMBD. As used in the report, unless the
context indicated otherwise, "Nexstar" refers to Nexstar Finance, L.L.C. and its
consolidated subsidiaries including Nexstar Finance, Inc., "Mission Group"
refers to Bastet Broadcasting, Inc. and Mission Broadcasting of Wichita Falls,
Inc. and all of their respective subsidiaries; and all references to "we,"
"our," and "us" refer, collectively, to Nexstar and the Mission Group.

INTRODUCTION

Nexstar owns and operates, through our subsidiaries, 14 television stations.
Through various local service agreements with the Mission Group, we provide
various management, sales or other services to additional television stations.
The Mission Group entities are 100% owned by an independent third party.
Collectively, these entities own and operate the following television stations:
WYOU, WFXP, KJTL and KJBO-LP. Additionally, through a time brokerage agreement,
Mission of Joplin, a subsidiary of Mission, provides most of the programming and
administrative services for KODE pending the purchase of KODE's assets in
September 2002. Nexstar does not own the Mission Group television stations. In
order for both Nexstar and the Mission Group to continue to comply with FCC
regulations, the Mission Group must maintain complete responsibility for and
control over programming, finances, personnel and operations of its stations.
However, as a result of Nexstar Finance's guarantee of the Mission Group's debt
and our arrangements under the local service agreements and purchase option
agreements with the Mission Group, we are deemed under U.S. generally accepted
accounting principles ("U.S. GAAP") to have a controlling financial interest in
the Mission Group. Nexstar has entered into various service agreements with all
of the Mission Group stations. Nexstar has a time brokerage agreement with WFXP,
which allows us to program most of the station's broadcasting time, sell the
station's advertising time and retain the advertising revenue generated by WFXP.
Nexstar has a shared services agreement with KJTL and KJBO-LP, which allows the
sharing of services including news production, technical maintenance and
security, in exchange for Nexstar's right to receive certain payments from the
Mission Group as described in the shared services agreements. These payments
have had the effect of Nexstar receiving substantially all of the available
cash, after payment of debt service costs, generated by KJTL and KJBO-LP.
Nexstar anticipates that the payments required by the shared services agreements
with KJTL and KJBO-LP will continue to have the effect of Nexstar receiving
substantially all of the available cash, after payment of debt service costs,
generated by KJTL and KJBO-LP. Through a joint sales agreement, Nexstar has also
acquired the rights to sell and receive the revenue from the advertising time on
KJTL and KJBO-LP in return for monthly payments to the Mission Group. Nexstar
has a shared services agreement with each of WYOU and KODE, which have terms
substantially similar to the terms of the shared services agreements with KJTL
and KJBO-LP. Nexstar's ability to receive cash from the Mission Group is
governed by the agreements described above.

In addition to providing certain services to the Mission Group television
stations, Nexstar also guarantees the debt of the Mission Group. The Mission
Group is a guarantor of the senior credit facility entered into and the senior
subordinated notes issued by Nexstar.

The owner of the Mission Group has granted to Nexstar a purchase option on each
Mission Group entity to acquire the assets and liabilities of each entity for
consideration equal to the greater of (1) seven times the station's broadcast
cash flow less the amount of indebtedness as defined in the option agreement or
(2) the amount of its indebtedness. These option agreements are freely
exercisable or assignable by Nexstar without consent or approval by the owner of
the Mission Group.

Nexstar does not own the Mission Group or the Mission Group's television
stations. However, as a result of Nexstar Finance's guarantee of the Mission
Group's debt and our arrangements under the local service arrangements and
purchase option agreements with the Mission Group, we are deemed under U.S. GAAP
to have a controlling financial interest in the Mission Group while complying
with the FCC's rules regarding ownership limits in television markets. In order
for both Nexstar and the Mission Group to continue to comply with FCC
regulations, the Mission Group must maintain complete responsibility for and
control over programming, finances, personnel and operations of its stations. As
a result of our controlling financial interest in the Mission Group under U.S.
GAAP and in order to present fairly our financial position, results of
operations and cash flows, we consolidate the financial position, results of
operations and cash flows of the Mission Group as if it were a wholly-owned
entity. We believe this presentation is meaningful for understanding our
financial performance. Therefore, the following discussion of our financial
condition and results of operations includes the Mission Group's financial
statements.

In addition, pursuant to an outsourcing agreement with a subsidiary of Sinclair
Broadcast Group, Inc. that became effective December 1, 2001, Nexstar provides
engineering, production, sales and administrative services for WYZZ, the FOX
affiliate in the Peoria-Bloomington, IL market. The parties share the combined
broadcast cash flow generated by WYZZ and Nexstar-owned, WMBD. The outsourcing
agreement expires in December 2008. It is non-cancelable until May 2003, at
which time it may be canceled by either party upon 180 days written notice.

                                       19

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

The operating revenue of our stations is derived primarily from advertising
revenue, which in turn depends on the economic conditions of the markets in
which we operate, the demographic makeup of those markets and the marketing
strategy we employ in each market. Our primary operating expenses consist of
commissions on advertising revenue, employee compensation and related benefits,
newsgathering and programming costs. A large percentage of the costs involved in
the operation of our stations remain relatively fixed.

Each of our stations has a network affiliation agreement pursuant to which the
network provides programming to the station during specified time periods,
including prime time. Each of NBC, CBS and ABC compensates our affiliated
stations for distributing the network's programming over the air and for
allowing the network to keep a portion of advertising inventory during those
time periods. Each station acquires licenses to broadcast programming in
non-news and non-network time periods. The licenses are either purchased from a
program distributor for cash and/or the program distributor is allowed to retain
some of the advertising inventory as compensation to eliminate or reduce the
cash cost for the license, the latter is referred to as barter broadcast rights.
The station records the estimated fair market value of the licenses, including
any advertising inventory given to the program distributor, as a broadcast right
asset and liability. The assets are amortized as a component of amortization of
broadcast rights. Amortization is computed using the straight-line method based
on the license period or usage, whichever is greater. The cash broadcast rights
liabilities are reduced by monthly payments while the barter liability is
amortized over the life of the contract as a component of trade and barter
revenue.

Advertising rates are based upon a program's popularity among the viewers that
an advertiser wishes to target, the number of advertisers competing for the
available time, the size and the demographic composition of the market served by
the station, the availability of alternative advertising media in the market
area and the effectiveness of the station's sales force. Advertising rates are
also determined by a station's overall ability to attract viewers in its market
area, as well as the station's ability to attract viewers among particular
demographic groups that an advertiser may be targeting. 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.

Most advertising contracts are short-term and generally run for a few weeks.
Excluding political revenue, 63.0% and 65.8% of our spot revenue for the three
months ended March 31, 2001 and 2002, respectively, was generated from local
advertising. The remainder of our advertising revenue represents inventory sold
for national or political advertising. Each station has an agreement with a
national representative firm that provides for representation outside the
particular station's market. National commission rates vary within the industry
and are governed by each station's agreement. All national and political revenue
derived from advertisements is placed by advertising agencies. The agencies
receive a commission rate of 15.0% for the gross amount of revenue related to
the advertising schedules placed by them. While the majority of local spot
revenue is placed by local agencies, some advertisers place their advertisements
directly with our stations' local sales staff, thereby eliminating the agency
commission.

The advertising revenue of our stations 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 as a result of political advertising and advertising aired
during the Olympic Games.

                                       20

<PAGE>

Nexstar Finance, L.L.C. Management's Discussion and Analysis
--------------------------------------------------------------------------------
The local service agreements, which were entered into during the fiscal year
ended December 31, 2001, affect the year-to-year comparability of the operating
results discussed below.

In conjunction with the refinancing of our senior credit facilities in
June 1999, we expensed certain debt financing costs. We subsequently determined
that a portion of those costs, specifically, those related to the revolving
credit facility, should not have been expensed, but should have remained
capitalized and subsequently amortized. As a result, the 1999, 2000 and 2001
financial statements have been restated. See Note 10 of our financial statements
for a further explanation.

RECENT DEVELOPMENTS

On April 24, 2002, Nexstar's indirect parent, Nexstar Broadcasting Group,
L.L.C., filed for an initial public offering with the SEC and will undertake a
reorganization whereby Nexstar Broadcasting Group, L.L.C. and certain of its
direct and indirect subsidiaries will be merged with and into, Nexstar
Broadcasting Group, Inc., which will become the surviving corporation.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

In the normal course of business, we are party to various claims and legal
proceedings. We record a reserve for these matters when an adverse outcome is
probable and we can reasonably estimate our potential liability.

Although the ultimate outcome of these matters is currently not determinable, we
do not believe that the resolution of these matters in a manner adverse to our
interest will have a material effect upon our financial condition, results of
operations or cash flows for an interim or annual period.

                                       21

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

HISTORICAL PERFORMANCE

REVENUE

The following table sets forth the principal types of revenue received by our
stations for the periods indicated and each type of revenue (other than trade
and barter) as a percentage of total gross revenue, as well as agency and
national sales representative commissions:

<TABLE>
<CAPTION>
                                                Three Months Ended March 31,
                                        -------------------------------------------
                                            2001                   2002
                                        ----------------------   ------------------
                                           Amount        %        Amount      %
                                        ----------   --------    --------  --------
                                                   (dollars in thousands)
<S>                                     <C>             <C>    <C>            <C>
Local                                   $   15,089       56.7  $   16,635      55.4
National                                     8,865       33.3       8,657      28.9
Political                                      105        0.4       2,604       8.7
Network compensation                         1,755        6.6       1,596       5.3
Other                                          790        3.0         507       1.7
                                          --------   --------    --------  --------

  Total gross revenue                       26,604      100.0      29,999     100.0
Less: Agency and national
  representative                             3,524       13.2       4,059      13.5
  commissions
                                          --------   --------    --------  --------

  Net broadcast revenue                     23,080       86.8      25,940      86.5
Trade and barter revenue                     2,525                  2,382
                                          --------               --------

  Total net revenue                     $   25,605             $   28,322
                                          ========               ========
</TABLE>




                                       22

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

RESULTS OF OPERATIONS

The following table sets forth a summary of our operations for the periods
indicated and their percentages of total net revenue:

<TABLE>
<CAPTION>
                                                 Three Months Ended March 31,
                                        --------------------------------------------
                                            2001                   2002
                                        ---------------------    -------------------
                                           Amount        %         Amount       %
                                        ----------   --------    ---------  --------
                                                    (dollars in thousands)
<S>                                     <C>             <C>    <C>             <C>
Total net revenue                       $   25,605      100.0  $    28,322     100.0
Operating expenses:
  Corporate expenses                           787        3.1          922       3.3
  Station direct operating expenses,         7,323       28.6        7,811      27.6
  net of trade
  Selling, general and                       6,338       24.8        7,612      26.9
  administrative expenses
  Trade and barter expense                   2,565       10.0        2,348       8.3
  Depreciation and amortization              8,357       32.6        6,407      22.6
  Amortization of broadcast
  rights, excluding barter                   2,012        7.9        1,926       6.8
                                          --------               ---------

     Income (loss) from operations      $  (1,777)             $     1,296
                                          ========               =========
</TABLE>

                                       23

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

 THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

Net broadcast revenue for the three months ended March 31, 2002 was $25.9
million, an increase of $2.8 million, compared to $23.1 million for the three
months ended March 31, 2001. An increase in net broadcast revenue of $1.8
million was attributed to stations for which a local service arrangement was
initiated after January 1, 2001. On a same station basis, net broadcast revenue
for the three months ended March 31, 2002 was $24.1 million as compared to $23.1
million for March 31, 2001, an increase of 4.3%. Of this increase, $1.9 million
was political revenue resulting from election campaigns in most of our markets
offset, in part, by a decline in national revenue of $0.5 million and the
renewals of network affiliation agreements at five of our stations which
resulted in a decrease in network compensation of $0.3 million, on a same
station basis.

Station direct operating expenses, consisting primarily of news, engineering,
and programming, and selling, general and administrative expenses, net of
trade, for the three months ended March 31, 2002 were $15.4 million, compared to
$13.7 million for the three months ended March 31, 2001, an increase of $1.7
million. Of the $1.7 million increase in direct operating expenses, $1.6 was
attributed to stations for which a local service arrangement was initiated after
January 1, 2001. On a same station basis, operating expenses for the three
months ended March 31, 2002 were $13.8 million as compared to $13.7 million for
the three months ended March 31, 2001.

Corporate expenses, related to costs associated with the centralized management
of our stations, for the three months ended March 31, 2002 were $0.9 million,
compare to $0.8 million for the three months ended March 31, 2001, an increase
of $0.1 million. The increase was primarily attributed to an increase in
professional fees and the accrual of discretionary bonuses.

Amortization of broadcast rights, excluding barter, for the three months ended
March 31, 2002 was $1.9 million, compared to $2.0 million for the three months
ended March 31, 2001, relatively flat with the prior year. The stations for
which a local service arrangement was initiated after January 1, 2001 had no
material effect on amortization of broadcast rights.

Depreciation of property and equipment was $3.1 million for the three months
ended March 31, 2002, compared to $2.9 million for the three months ended March
31, 2001, an increase of $0.2 million. The increase in depreciation was
attributed to the depreciation of ongoing capital expenditures at the stations.
The stations for which a local service arrangement was initiated after January
1, 2001 had no material effect on depreciation. The amortization of intangibles
was $3.3 million for the three months ended March 31, 2002, compared to $5.4
million for the same period in 2001. The decrease in amortization was attributed
to the elimination of amortization of indefinite-lived intangible assets,
including goodwill.

Income from operations for the three months ended March 31, 2002 was $1.3
million, compared to a loss from operations of $1.8 million for the three months
ended March 31, 2001. Of the $3.1 million improvement, approximately $0.3
million was attributed to income from operations from stations for which a local
service arrangement was initiated after January 1, 2001. On a same station
basis, income from operations for the three months ended March 31, 2002 was $1.0
million, as compared to a loss from operations of $1.8 million for the three
months ended March 31, 2001. The $3.1 million improvement in income from
operations

                                       24

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

is primarily a result of the elimination of amortization for indefinite-lived
intangible assets, including goodwill ($2.2 million) and higher net revenue from
political advertising.

Interest expense, including amortization of debt financing costs, for the three
months ended March 31, 2002 was $8.7 million, compared to $8.3 million for the
same period in 2001. The increase was primarily attributed to the increase in
the cost of funds as a result of the issuance of the senior subordinated notes.
Interest expense for the three months ended March 31, 2001 includes a
reclassification of $1.4 million previously classified as an extraordinary loss
from refinancing the credit facilities.

As a result of the factors discussed above, our net loss was $6.5 million for
the three months ended March 31, 2002, compared to $9.8 million for the same
period in 2001, a decrease in net loss of $3.3 million.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2002, cash and cash equivalents were $14.1 million compared to
$3.1 million as of March 31, 2001.

Our primary sources of liquidity are cash flows from operating activities,
borrowings from our senior credit facilities and capital contributions. Cash
flows provided by operating activities were $9.6 million for the three months
ended March 31, 2002, compared to cash flows used for operating activities of
$0.9 million for the three months ended March 31, 2001. The comparative increase
in cash flows provided by operations of $10.5 million is primarily due to the
timing of payments made or received on operating assets and liabilities along
with improved operating results for the three months ended March 31, 2002
compared to the same period in 2001.

                                      25

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

Cash flows used for investing activities was $2.4 million for the three months
ended March 31, 2002, as compared to $110.4 million for the three months ended
March 31, 2001. Investing activities for the three months ended March 31, 2002
was the result of ongoing equipment purchases. Investing activities for the same
period in 2001 were the result of purchasing WCIA and WMBD for approximately
$108.0 million and ongoing equipment purchases.

     Cash flows provided by financing activities were $1.0 million for the three
months ended March 31, 2002, compared to $111.7 million for the three months
ended March 31, 2001. The change in cash flows from financing activities for the
three months ended March 31, 2002 was primarily the result of revolver
borrowings of $2.5 million and a distribution to Nexstar's parent company,
Nexstar Broadcasting Group, L.L.C. of $1.4 million. For the three months ended
March 31, 2001, the change in cash flows from financing activities was the
result of (1) borrowings under the new senior credit facilities of $278.8
million, (2) borrowings of $153.6 million under the senior subordinated notes
issued in March 2001, (3) additional equity proceeds of $75.0 million (net of a
$30.0 distribution), which were used to assist in financing the January 2001
acquisition, less the repayment of the existing senior credit facilities, and
(4) transaction and financing costs of approximately $14.1 million. As of March
31, 2002, there were $66.4 million of unused commitments under the senior credit
facilities, of which $15.0 million was available on the Term A facility.
However, of the $66.4 million of unused commitments, approximately $28.0 million
could be drawn in compliance with the financial covenants under the senior
credit facilities. We were in compliance with all covenants contained in the
credit agreements and indentures governing our senior credit facilities, the
senior subordinated notes and the senior discount notes at March 31, 2002.

We are highly leveraged, which makes us vulnerable to changes in general
economic conditions. Our ability to repay or refinance our debt will depend on,
among other things, financial, business, market, competitive and other
conditions, many of which are beyond our control. We believe that, taken
together, our current cash balances, internally generated cash flow and
availability under our credit facilities should result in our having adequate
cash resources to meet our future requirements for working capital, capital
expenditures and debt service.

DIGITAL CONVERSION

     FCC regulations required us to commence digital operations by May 1, 2002,
in addition to continuing our analog operations, unless an extension of time was
granted. We received an extension of time, through December 1, 2002, to begin
digital operations at all of the stations except WCIA and WCFN, which met the
May 1, 2002 deadline. Nexstar and the Mission Group have received further
extensions of time until May 1, 2003 for the seven Nexstar-owned stations and
three Mission-owned stations which did not meet the December 1, 2002 deadline.
Our most recent estimate is that the digital conversion will require an average
initial capital expenditure of $0.2 million per station for low-power
transmission of a digital signal and an average additional capital expenditure
of $0.7 million per station to modify the transmitter for full-power digital
signal transmission. There were no expenditures for digital conversion in 2001
and $0.2 million for the three months ended March 31, 2002. We anticipate that
digital conversion expenditures will be funded through available cash on hand
and cash generated from operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

     In July 2001, the FASB issued SFAS No. 141, Business Combinations, and SFAS
No. 142. Goodwill and Other Intangible Assets. On January 1, 2002 we adopted
SFAS No. 141 and SFAS No. 142. SFAS No. 141 prospectively prohibits the pooling
of interest method of accounting for business combinations initiated after June
30, 2001. SFAS No. 142 requires companies to cease amortizing certain intangible
assets including goodwill and FCC licenses. The amortization of existing
goodwill and FCC licenses resulting from acquisitions completed prior to June
30, 2001 ceased on December 31, 2001. Any goodwill and FCC licenses resulting
from acquisitions completed after June 30, 2001 were not and will not be
amortized. SFAS No. 142 also establishes a new method of testing goodwill and
FCC licenses for impairment on an annual basis or on an interim basis if an
event occurs or

                                       26

<PAGE>

Nexstar Finance, L.L.C.
Management's Discussion and Analysis
--------------------------------------------------------------------------------

circumstances change which would reduce the fair value of a reporting unit below
its carrying value. The adoption of SFAS No. 142 has resulted in the
discontinuation of amortization of goodwill and FCC licenses; however, we will
be required to test goodwill and FCC licenses for impairment under the new
standard during 2002, which could have an adverse effect on the future results
of operations if an impairment occurs.

SFAS No.142 requires that goodwill be tested for impairment using a two-step
process. The first step is to identify a potential impairment and, in
transition, this step must be measured as of the beginning of the fiscal year.
However, a company has six months from the date of adoption to complete the
first step. We will complete that first step of the goodwill impairment test
during the second quarter of 2002 using the discounted cash flow method to
estimate the fair value of each station. The second step of the goodwill
impairment test measures the amount of the impairment loss (measured as of the
beginning of the year of adoption), if any, and must be completed by the end of
the Company's fiscal year. Any impairment loss resulting from the transitional
impairment test of goodwill will be reflected as the cumulative effect of a
change in accounting principle as of January 1, 2002 and will require
restatement of the first quarter of 2002. We have not yet determined what effect
the goodwill impairment test will have on our earnings and financial position.
During the year ended December 31, 2001, we incurred goodwill amortization
expense of $2.8 million.

On January 1, 2002, we adopted Statement of Financial Accounting Standards No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS No.
144). SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" and the
accounting and reporting provisions relating to the disposal of a segment of a
business described in Accounting Principles Board Opinion No. 30. The adoption
did not have a material impact on our financial statements.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,"
which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145
rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for gains
and losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 also makes technical corrections to
certain existing pronouncements that are not substantive in nature. Nexstar
adopted SFAS No. 145 effective for the year ended December 31, 2002 and as a
result has reclassified $1.4 million of extraordinary loss from the refinancing
of credit facilities to interest expense for the three months ended March 31,
2001.

                                       27

<PAGE>

Nexstar Finance, L.L.C.

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

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. There has been no material change in the
disclosures about our sensitivities to market risks since December 31, 2001.

At March 31, 2002, we had in effect three interest rate swap agreements, with
commercial banks, with notional amounts of $93.3 million, $20.0 million and
$60.0 million. Our $93.3 million and $20.0 million interest rate swap agreements
require us to pay a fixed rate and receive a floating rate thereby creating
fixed rate debt. The $60.0 million swap agreement requires us to pay a floating
rate and receive a fixed rate. The differential to be paid or received on the
swaps is accrued as an adjustment to interest expense. We are exposed to credit
loss in the event of nonperformance by the counter-party. The net fair value of
the interest rate swap agreements, which represent the cash that we would pay to
settle the agreements, was approximately $1.3 million and $2.4 million at March
31, 2002 and December 31, 2001, respectively.

                                       28

<PAGE>

Nexstar Finance, L.L.C.

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

                                    PART II

ITEM 1. LEGAL PROCEEDINGS
       Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
       Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
       Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       Not applicable
ITEM 5. OTHER INFORMATION
       Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
     (a) Exhibit
         10.27     Form of Guaranty for loan to Perry A. Sook. (Incorporated by
                   reference to Exhibit 10.27 to Quarterly Report on Form 10-Q
                   (File No. 333-62916) filed by Nexstar Finance, L.L.C. and
                   Nexstar Finance, Inc.)
         99.1      Certification of Perry A. Sook pursuant to 18 U.S.C. (S)1350.
         99.2      Certification of G. Robert Thompson pursuant to 18 U.S.C. (S)
                   1350.
     (b) Reports on Form 8-K.
          None.

                                      29

<PAGE>

Nexstar Finance, L.L.C.

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

                                  SIGNATURES

Pursuant to the requirements 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.

                                    Nexstar Finance, L.L.C.
                                    Nexstar Finance, Inc.

                                     /s/ Perry A. Sook
                                    __________________________________________
                                    By:   Perry A. Sook
                                    Its:  President and Chief Executive Officer

                                     /s/ G. Robert Thompson
                                    __________________________________________
                                    By:   G. Robert Thompson
                                    Its:  Chief Financial Officer

                                    Dated: May 20, 2003

                                      30

<PAGE>

I, Perry A. Sook, President and Chief Executive Officer of Nexstar Finance,
L.L.C. and Nexstar Finance, Inc., certify that:

1.  I have reviewed this quarterly report on Form 10-Q/A of Nexstar Finance,
L.L.C. and Nexstar Finance, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: May 20, 2003


By: /s/  Perry A. Sook
    -------------------------
    Perry A. Sook
    President and Chief
      Executive Officer

                                       31

<PAGE>

I, G. Robert Thompson, Chief Financial Officer of Nexstar Finance, L.L.C. and
Nexstar Finance, Inc., certify that:

1.  I have reviewed this quarterly report on Form 10-Q/A of Nexstar Finance,
L.L.C. and Nexstar Finance, Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.

Date: May 20, 2003


By: /s/  G. Robert Thompson
    -------------------------
    G. Robert Thompson
    Chief Financial Officer


                                       32