<PAGE>

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q




[X]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                for the quarterly period ended September 30, 2001

                                       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
                                             (IRS Employer Identification No.)

   200 Abington Executive Park, Suite 201               (570) 586-5400
     Clarks Summit, Pennsylvania 18411        (Registrant's Telephone Number)
  (Address of Principal Executive Offices)


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 [_]






<PAGE>


<TABLE>
<CAPTION>
                                              TABLE OF CONTENTS

<S>                                                                                                       <C>
PART I.  FINANCIAL INFORMATION ............................................................................3
Item 1. Financial Statements (Unaudited) ..................................................................3
         Consolidated Balance Sheets - September 30, 2001 and December 31, 2000 ...........................4
         Consolidated Statements of Operations - For the three and nine months
          ended September 30, 2001 and 2000 ...............................................................5
         Consolidated Statement of Changes in Member's Interest for the nine months
          ended September 30, 2001 and for the year ended December 31, 2000 ...............................5
         Consolidated Statement of Cash Flows for the six months ended
          September 30, 2001 and 2000 .....................................................................6
         Notes to Unaudited Consolidated Financial Statements .............................................7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
        Operations .......................................................................................16
Item 3. Quantitative and Qualitative Disclosures about Market Risk .......................................25

PART II. OTHER INFORMATION ...............................................................................26
Item 1. Legal Proceedings ................................................................................26
Item 2. Changes in Securities and Use of Proceeds ........................................................26
Item 3. Defaults Upon Senior Securities ..................................................................26
Item 4. Submission of Matters to a Vote of Security Holders ..............................................26
Item 5. Other Information ................................................................................26
Item 6. Exhibits and Reports on Form 8-K .................................................................26

SIGNATURES ...............................................................................................27
</TABLE>

<PAGE>
Nexstar Finance, L.L.C.
Consolidated Balance Sheet
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                     December 31,              September 30,
                                                                                         2000                      2001
                                                                                                                (Unaudited)
                                                                                 --------------------     -----------------------
<S>                                                                              <C>                         <C>

Assets
Current assets:

    Cash and cash equivalents - unrestricted                                      $           2,750,058    $           2,107,295
    Cash - restricted                                                                                 -               10,500,000
    Accounts receivable, net of allowance for doubtful accounts of $415,000
      and $503,000, respectively                                                             23,273,690               21,640,597
    Current portion of broadcast rights                                                      10,865,789               15,037,201
    Prepaid expenses and other current assets                                                   530,157                  985,530
    Deferred tax assets                                                                         279,572                1,037,145
                                                                                    --------------------    --------------------

         Total current assets                                                                37,699,266               51,307,768

Property and equipment, net                                                                  55,343,529               59,935,070
Broadcast rights                                                                              4,180,989                5,115,760
Due from parent entities                                                                        494,387                2,414,503
Other noncurrent assets                                                                          76,789                   66,616
Intangible assets, net                                                                      220,479,636              317,294,359
                                                                                    --------------------     --------------------

         Total assets                                                             $         318,274,596    $         436,134,076
                                                                                    ====================   =====================

Liabilities and Member's Interest
Current liabilities:

    Current portion of debt                                                       $          11,125,000    $             375,000
    Current portion of capital lease obligations                                                 60,839                   27,810
    Current portion of broadcast rights payable                                              10,754,398               15,022,458
    Accounts payable                                                                          7,058,999                6,121,896
    Unrealized losses on derivative instruments                                                       -                  333,396
    Taxes payable                                                                               624,719                  186,291
    Interest payable                                                                            308,477               11,336,008
    Deferred revenue                                                                            367,876                  345,629
    Due to Midwest Television, Inc.                                                           2,255,809                        -
                                                                                    --------------------     --------------------

         Total current liabilities                                                           32,556,117               33,748,488

Debt                                                                                        242,346,850              290,707,349
Capital lease obligations                                                                        22,699                    3,090
Broadcast rights payable                                                                      4,262,200                5,069,512
Deferred tax liabilities                                                                      7,562,548                7,562,548

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

         Total liabilities                                                                  286,750,414              337,090,987
                                                                                    --------------------     --------------------

Member's interest:
    Contributed capital                                                                      61,531,387              156,480,286
    Accumulated deficit                                                                     (30,007,205)             (57,103,801)
    Accumulated other comprehensive loss on derivative instruments                                    -                 (333,396)
                                                                                    ---------------------------------------------

         Total member's interest                                                             31,524,182               99,043,089
                                                                                    --------------------     --------------------

         Total liabilities and member's interest                                  $         318,274,596    $         436,134,076
                                                                                    ===================     ====================

</TABLE>

                See Notes to Consolidated Financial Statements.

                                       3

<PAGE>

Nexstar Finance, L.L.C.
Consolidated Statement of Operations
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>


                                                                Three Months Ended                   Nine Months Ended
                                                                    September 30,                        September 30,
                                                           -------------------------------      ----------------------------------
                                                               2000               2001                   2000              2001
                                                           (Unaudited)         (Unaudited)            (Unaudited)       (Unaudited)
                                                           -------------       ------------        --------------       -----------
<S>                                                    <C>                <C>                   <C>               <C>

Revenues (excluding trade and barter)                   $   30,509,478    $     25,708,000      $    86,299,301    $    81,954,173
Less: commissions                                           (4,212,180)         (3,409,725)         (11,931,203)       (10,997,344)
                                                          -------------       -------------        -------------      -------------

Net revenues (excluding trade and barter)                   26,297,298          22,298,275           74,368,098         70,956,829
Trade and barter revenues                                    2,401,261           2,563,473            6,638,814          7,555,662
                                                          -------------       -------------        -------------      -------------

           Total net revenues                               28,698,559          24,861,748           81,006,912         78,512,491
                                                          -------------       -------------        -------------      -------------

Expenses:
     Operating                                               6,735,369           7,533,398           21,301,168         23,077,417
     Selling, general and administrative                     7,168,693           6,754,070           20,878,056         20,618,891
     Amortization of broadcast rights                        4,518,162           4,026,509           11,780,811         11,830,295
     Amortization of intangible assets                       3,525,405           5,237,037           10,952,931         15,793,303
     Depreciation                                            2,183,183           3,284,483            6,565,033          9,466,175
                                                          -------------       -------------        -------------      -------------

           Total expenses                                   24,130,812          26,835,497           71,477,999         80,786,081
                                                          -------------       -------------        -------------      -------------

Income (loss) from operations                                4,567,747          (1,973,749)           9,528,913         (2,273,590)
Interest expense, including amortization of debt
  financing costs                                           (5,895,693)         (8,840,843)         (17,179,716)       (25,059,201)
Interest income                                                116,500             140,361              233,508            296,817
Other income (expense), net                                    (48,246)              9,239             (236,433)          (426,050)
                                                          -------------       -------------        -------------      -------------

Loss before income taxes                                    (1,259,692)        (10,664,992)          (7,653,728)       (27,462,024)

Income tax (expense) benefit                                  (378,437)            244,670             (373,853)           627,949
                                                          -------------       -------------        -------------      -------------

Loss before extraordinary loss from modification
     of credit facility                                     (1,638,129)        (10,420,322)          (8,027,581)       (26,834,075)

Extraordinary loss from modification of credit
     facility, net of income tax effect                              -                   -                    -           (262,521)
                                                          -------------       -------------        -------------      -------------

Net loss                                                    (1,638,129)        (10,420,322)          (8,027,581)       (27,096,596)
                                                          -------------       -------------        -------------      -------------

Other comprehensive loss:
Cumulative effect of change in accounting principle                  -                   -                    -           (241,235)

Change in market value of derivative instruments                     -           1,965,031                    -            (92,161)
                                                          -------------       -------------        -------------      -------------

Net loss and other comprehensive loss                    $  (1,638,129)    $    (8,455,291)      $   (8,027,581)    $  (27,429,992)
                                                          =============      =============        =============      ==============

</TABLE>

                See Notes to Consolidated Financial Statements.

                                       4

<PAGE>

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

                                                                                                                       Total
                                                          Contributed           Accumulated     Comprehensive         Member's
                                                             Capital              Deficit            Loss            Interest
                                                        ----------------      ---------------   --------------    -----------------
<S>                                                      <C>               <C>               <C>               <C>


Balance at December 31, 1999                            $      61,671,357   $     (27,484,031)  $           -   $      34,187,326

Contributions                                                      10,156                   -               -              10,156

Distributions                                                    (150,126)                  -               -            (150,126)

Net loss                                                                -          (2,523,174)              -          (2,523,174)
                                                        ------------------  ------------------  --------------  ------------------

Balance at December 31, 2000                                   61,531,387         (30,007,205)              -          31,524,182

Contributions                                                 125,003,000                   -               -         125,003,000

Distributions                                                 (30,054,101)                  -               -         (30,054,101)

Net loss                                                                -         (27,096,596)              -         (27,096,596)

Cumulative effect of change in accounting principle                     -                   -        (241,235)           (241,235)

Change in market value of derivative instruments                        -                   -         (92,161)            (92,161)
                                                        ------------------  ------------------  --------------  ------------------

Balance at September 30, 2001 (Unaudited)               $     156,480,286   $    (57,103,801)   $    (333,396)   $     99,043,089
                                                        =================   ==================  =============   ==================

</TABLE>




                See Notes to Consolidated Financial Statements.


                                       5

<PAGE>
Nexstar Finance, L.L.C.
Consolidated Statement of Cash Flows
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                                September 30,
                                                                       ------------------------------
                                                                           2000             2001
                                                                       (Unaudited)      (Unaudited)
                                                                       ------------    ---------------
<S>                                                                           <C>               <C>
Cash flows from operating activities:

     Net loss                                                                (8,027,581)      (27,096,596)
     Adjustments to reconcile net loss to net cash
       provided by operating activities:
        Deferred income taxes                                                  (495,759)         (742,044)
        Depreciation of property and equipment                                6,565,033         9,466,175
        Amortization of intangible assets                                    10,952,931        15,793,303
        Amortization of debt financing costs                                    176,899         1,576,142
        Amortization of broadcast rights, net of barter                       6,283,363         5,965,165
        Payments for broadcast rights                                        (6,196,981)       (6,020,037)
        Loss on asset disposal, net                                             264,403           350,400
        Loss from modification of credit facility, net of tax                         -           262,251
        Amortization of debt discount                                                 -           320,454
     Changes in assets and liabilities:
        (Increase) decrease in accounts receivable                            1,737,746          (287,023)
        Increase in prepaid expenses and
           other current assets                                                (245,002)         (455,373)
        Decrease in other noncurrent assets                                      22,232            10,173
        Decrease in accounts payable                                           (860,911)         (935,686)
        Increase (decrease) in taxes payable                                    855,416          (438,428)
        Increase in interest payable                                          2,367,649        11,027,531
        Decrease in deferred revenue                                            (81,062)          (22,247)
        Decrease in due to Midwest Television, Inc.                          (2,385,709)       (2,255,809)
                                                                           -------------    --------------

           Net cash provided by operating activities                         10,932,667         6,518,351
                                                                           -------------    --------------

Cash flows from investing activities:

     Additions to property and equipment                                     (4,564,593)       (4,942,592)
     Proceeds from sale of assets                                                86,752             7,928
     Acquisition of broadcast properties                                    (10,000,000)     (107,956,151)
                                                                           -------------    --------------

           Net cash used for investing activities                           (14,477,841)     (112,890,815)
                                                                           -------------    --------------

Cash flows from financing activities:

     Proceeds from debt issuance                                             22,500,000       580,094,283
     Repayment of loans                                                         (55,129)     (555,356,873)
     Proceeds from revolver draws                                             3,000,000        12,500,000
     Repayment of note to related party                                     (14,522,000)                -
     Payments for debt finance and transaction costs                         (1,028,590)      (15,956,608)
     Cash escrowed for debt service                                                   -       (10,500,000)
     Capital contributions                                                            -       125,003,000
     Distributions                                                                    -       (30,054,101)
                                                                           -------------    --------------

           Net cash provided by financing activities                          9,894,281       105,729,701
                                                                           -------------    --------------

Net increase (decrease) in cash and cash equivalents                          6,349,107          (642,763)

Cash and cash equivalents at beginning of period                              2,989,121         2,750,058
                                                                           -------------    --------------

Cash and cash equivalents at end of period                                 $  9,338,228      $  2,107,295
                                                                           -------------    --------------
</TABLE>
                See Notes to 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 and four CBS-affiliated
            television stations in the United States of America. Through two
            special purpose entities, Nexstar (i) programs one Fox-affiliated
            television station under a Time Brokerage Agreement ("TBA") and has
            a Shared Services Agreement ("SSA") with a CBS-affiliated television
            station and (ii) has an SSA and a Joint Sales Agreement ("JSA") with
            a Fox-affiliated television station and a low-power UPN-affiliated
            television station. The television stations described above are
            located in New York, Pennsylvania, Illinois, Indiana, Missouri,
            Texas and Louisiana.

            Nexstar was organized as a limited liability company ("LLC") on
            December 5, 2000 in the State of Delaware under a plan of
            reorganization for the purpose of executing various financing
            transactions described in Note 7. The reorganization has been
            accounted for as a combination of entities under common control in a
            manner similar to a pooling of interests and, accordingly, the
            financial statements for all periods have been restated to reflect
            the exchange of members' interest.

            Nexstar is a wholly-owned subsidiary of Nexstar Finance Holdings,
            L.L.C. ("Nexstar Holdings") which was organized as an LLC on
            December 5, 2000 in the State of Delaware to execute the financing
            transactions referenced above. On August 6, 2001, Nexstar Holdings
            was renamed Nexstar Finance Holdings II, L.L.C. under a plan of
            reorganization. A separate entity, subsequently renamed Nexstar
            Finance Holdings L.L.C., was created and is now the direct parent of
            Nexstar. Nexstar, Nexstar Holdings and Nexstar Finance Holdings II,
            L.L.C. are wholly owned, indirect subsidiaries of Nexstar
            Broadcasting Group, L.L.C. ("Nexstar Broadcasting") which was
            organized as an LLC on December 12, 1996 in the State of Delaware.
            Nexstar Broadcasting commenced operations on April 15, 1997.

            Television broadcasting is subject to the jurisdiction of the
            Federal Communications Commission ("FCC") under the Communications
            Act of 1934, as amended (the "Communications Act"). The
            Communications Act prohibits the operation of television
            broadcasting stations, except under a license issued by the FCC, and
            empowers the FCC, among other things, to issue, revoke, and modify
            broadcasting licenses, determine the location of the stations,
            regulate the equipment used by the stations, adopt regulations to
            carry out the provisions of the Communications Act and impose
            penalties for the violation of such regulations.

2.          Summary of Significant Accounting Policies

            Basis of Presentation

            The consolidated financial statements include the accounts of
            Nexstar, its wholly-owned subsidiaries and Bastet Broadcasting, Inc.
            ("Bastet") and Mission Broadcasting of Wichita Falls, Inc.
            ("Mission") (collectively, the "Company"). Bastet and Mission are
            special purpose entities. All intercompany account balances and
            transactions have been eliminated in consolidation.

            The financial statements as of September 30, 2001 and for the nine
            months ended September 30, 2000 and 2001 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 generally accepted accounting principles in the
            United States of America and pursuant to the rules and regulations
            of the Securities and Exchange Commission. The preparation of
            consolidated financial statements in conformity with generally
            accepted accounting principles in the United States of America

                                       7

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

            requires management to make estimates and assumptions that affect
            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. Certain prior period
            amounts have been reclassified to conform to current period
            presentation.

            Cash - Restricted

            On occasion, Nexstar may enter into certain escrow agreements
            restricting the use of certain funds. These amounts are designated
            as such on the balance sheet.

            Derivatives and Hedging Activities

            In June 1998, the Financial Accounting Standards Board ("FASB")
            issued Statement of Financial Accounting Standards ("SFAS") No.133,
            "Accounting for Derivative Instruments and Hedging Activities,"
            which established new guidelines for accounting for such
            transactions. Subsequently, SFAS No. 133 was amended by the issuance
            of SFAS No. 137 and SFAS No. 138. These amendments modify the
            provisions and effective date of SFAS No. 133. SFAS No. 133, as
            amended, is effective for fiscal quarters beginning after January 1,
            2001. The Company adopted SFAS No. 133 on January 1, 2001.

            The Company uses derivative financial instruments for purposes other
            than trading, such as hedging for long-term debt and does so to
            reduce its exposure to fluctuations in interest rates, as dictated
            by their credit agreement. All derivatives are recognized on the
            balance sheet at their fair value. Changes in the fair value of
            derivatives are recorded each period in current earnings or other
            comprehensive income, depending on whether a derivative is
            designated as part of a hedge transaction and, if it is, the type of
            hedge transaction. The Company assesses, both at its inception and
            on an on-going basis, whether the derivatives that are used in
            hedging transactions are highly effective in offsetting the changes
            in cash flows of hedged items. The Company assesses hedge
            ineffectiveness on a quarterly basis and records the gain or loss
            related to the ineffective portion to current earnings, to the
            extent it is significant. If the Company determines that a cash flow
            hedge is no longer probable of occurring, the Company discontinues
            hedge accounting for the affected portion of the forecasted
            transaction, and any unrealized gain or loss on the contract is
            recognized in current earnings.

            Comprehensive Income

            SFAS No. 130, "Reporting Comprehensive Income", requires the display
            of comprehensive income or loss and its components as part of the
            Company's full set of financial statements. Comprehensive income or
            loss is comprised of net income or loss and other comprehensive
            income or loss. Other comprehensive income or loss includes certain
            changes in equity that are excluded from net income, such as
            translation adjustments and unrealized holding gains and losses on
            available-for-sale marketable securities and certain derivative
            instruments, net of tax.

            Prior to January 1, 2001, the Company did not have any transactions
            that qualified as comprehensive income or loss. Upon adoption of
            SFAS No. 133, on January 1, 2001, the Company recorded other
            comprehensive loss to recognize the fair value of all derivatives
            that were designated as cash flow hedging instruments, which was
            comprised of unrealized losses related to the Company's interest
            rate swaps of $0.2 million. This unrealized loss increased by $0.1
            million during the first nine months of 2001. As of September 30,
            2001, the cumulative net unrealized losses on the Company's interest
            rate swaps were $0.3 million.

                                        8

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

            Recently Issued Accounting Pronouncements

            In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
            Retirement Obligations", which is effective January 1, 2003. SFAS
            No. 143 addresses the financial accounting and reporting for
            obligations and retirement costs related to the retirement of
            tangible long-lived assets. The Company does not expect that the
            adoption of SFAS No. 143 will have a material impact on its
            financial statements.

            In July 2001, the FASB issued SFAS No. 141, "Business
            Combinations" and SFAS No. 142, "Goodwill and Other Intangible
            Assets". SFAS No. 141 requires that all business combinations be
            accounted for under the purchase method only and that certain
            acquired intangible assets in a business combination be
            recognized as assets apart from goodwill. SFAS 142 requires that
            ratable amortization of goodwill be replaced with periodic tests
            of the goodwill's impairment and that intangible assets other
            than goodwill be amortized over their useful lives. SFAS No. 141
            is effective for all business combinations initiated after June
            30, 2001 and for all business combinations accounted for by the
            purchase method for which the date of acquisition is after June
            30, 2001. The provisions of SFAS No. 142 will be effective for
            fiscal years beginning after December 15, 2001 and will thus be
            adopted by the Company, as required, in fiscal year 2002. The
            Company is currently assessing the effect of this new statement
            on its consolidated financial position and results of operations
            but has not yet determined the impact. While the ultimate impact
            of the new accounting standards has yet to be determined,
            goodwill amortization for the nine months ended September 30,
            2001 was $2.7 million.

            In August 2001, the FASB issued SFAS No. 144, "Accounting for the
            Impairment or Disposal of Long-Lived Assets", which is effective
            January 1, 2002. 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 Company does not
            expect that the adoption of SFAS No. 144 will have a material impact
            on its financial statements.

3.          Acquisitions

            WCIA-TV/WCFN-TV and WMBD-TV

            On January 12, 2001, Nexstar acquired substantially all of the
            assets of WCIA-TV/WCFN-TV and WMBD-TV 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-TV. 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. The excess of the
            consideration paid over the estimated fair value of the tangible and
            identifiable intangible assets acquired is being amortized using the
            straight-line method over 40 years. TBA fees in the amount of $2.25
            million were paid to Midwest at the time of closing.

                                        9

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

          The selected unaudited pro forma consolidated information for the
          nine months ended September 30, 2000 and 2001, determined as if the
          Midwest acquisition, described above, and the KMID-TV and KTAL-TV
          acquisitions, that closed in September and November 2000,
          respectively, had occurred on January 1 of each period is as
          follows:
<TABLE>
<CAPTION>
                                                    Nine Months Ended                  Nine Months Ended
                                                    September 30, 2000                 September 30, 2001
                                                           (Unaudited)                      (Unaudited)
                                                  As reported     Pro forma         As reported      Pro forma
                                                 -------------  -------------      -------------   ------------
                                                                     dollars in thousands)
            <S>                                    <C>              <C>             <C>                 <C>
            Revenues (excluding trade and
               barter)                               $  74,368     $  82,040          $  70,956        $  70,956

            Total net revenues                          81,007        89,402             78,512           78,512

            Income (loss) from operations                9,529        11,735             (2,274)          (2,274)

            Net loss                                $   (8,028)    $ (20,433)        $  (27,097)       $ (27,097)
</TABLE>

         (1)  The September 30, 2001 pro forma amounts do not
              include the results of Midwest for the 12 days prior
              to acquisition on January 12, 2001. Amounts deemed
              de minimus.

         (2)  The September 30, 2000 pro forma amounts do not
              include the results of KMID-TV for the nine days owned
              by Nexstar during September 2000. Amounts deemed de
              minimus.

          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 companies been
          combined during the specified periods.

4.        Related Party Transactions

          Guaranty - Chief Executive Officer

          Pursuant to a continuing guaranty agreement dated January 5, 1998
          with the Company's primary lender, the Company has entered into an
          agreement to guarantee a $3.0 million non-revolving line of credit
          to its President and Chief Executive Officer to enable him to
          purchase equity units of the Company. The line of credit is
          full-recourse to the officer and is available until December 31,
          2004.

          Management Services Agreement

          The Company pays management and consulting fees to ABRY Partners LLC
          ("ABRY"). The Company incurred fees for the three and nine months
          ended September 30, 2000 of $69,654 and $208,964, respectively,
          which are included in selling, general and administrative expenses.
          Effective December 31, 2000 ABRY terminated its management services
          agreement with the Company.



                                        10

<PAGE>


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

            The Company was issued a bridge loan by one of the ABRY partnerships
            in conjunction with the Company's acquisition of WROC-TV in 1999.
            The principal amount of $14.5 million and accrued interest thereon,
            was paid in full on May 12, 2000. Interest accrued annually at a
            rate of 9.0%. The Company recorded $0 and $454,476 of interest
            expense for the three and nine months ended September 30, 2000,
            respectively.

5.          Property and Equipment

<TABLE>
<CAPTION>

                                                           Estimated
                                                          useful life             December 31,        September 30,
                                                            (years)                   2000                 2001
                                                                                                       (Unaudited)
                                                                                 ---------------       ---------------
<S>                                                           <C>             <C>                  <C>
              Buildings and building improvements             39              $      13,364,654    $       15,752,315
              Land and land improvements                     N/A-39                   2,749,546             2,741,774
              Leasehold improvements                     term of lease                1,211,913             1,340,401
              Studio equipment                                5-7                    32,244,527            33,097,585
              Transmission equipment                         5-15                    20,128,298            27,847,453
              Office equipment and furniture                  5-7                     3,832,869             5,096,025
              Vehicles                                         5                      3,281,492             4,339,910
              Construction in progress                        N/A                       308,169               402,500
                                                                                 ---------------       ---------------
                                                                                     77,121,468            90,617,963

              Less: accumulated depreciation                                        (21,777,939)          (30,682,893)
                                                                                 ---------------       ---------------
              Property and equipment, net of
                accumulated depreciation                                      $      55,343,529    $       59,935,070
                                                                                 ===============       ===============
</TABLE>



6.          Intangible Assets

<TABLE>
<CAPTION>

                                                          Estimated
                                                         useful life                December 31,            September 30,
                                                           (years)                     2000                      2001
                                                                                                             (Unaudited)
                                                                                 -------------------       ---------------
<S>                                                           <C>            <C>                        <C>
              Goodwill                                        40             $           66,447,765     $      99,143,601
              Network affiliation agreement                   15                        129,639,292           171,957,069
              FCC license                                     15                         57,019,233            77,111,045
              Debt financing costs                       term of debt                       593,693            15,232,928
              Other intangibles                              1-15                         5,788,233            14,702,844
                                                                                 -------------------       ---------------

                                                                                        259,488,216           378,147,487

              Less:  accumulated amortization                                           (39,008,580)          (60,853,128)
                                                                                 -------------------       ---------------

              Intangible assets, net of
                accumulated amortization                                      $         220,479,636     $     317,294,359
                                                                                 ===================       ===============
</TABLE>


                                      11

<PAGE>

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


7.          Debt

            Long term debt consists of the following:

<TABLE>
<CAPTION>
                                                                           December 31,            September 30,
                                                                               2000                     2001
                                                                                                    (Unaudited)
                                                                         -----------------       ----------------
<S>                                                                  <C>                             <C>
              Term loan                                              $        119,500,000    $        97,000,000

              Revolving credit facility                                       133,971,850             40,142,695

              Senior subordinated notes, net of discount                                -            153,939,654

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

                                                                              253,471,850            291,082,349

              Less: current portion                                           (11,125,000)              (375,000)
                                                                         -----------------       ----------------

                                                                     $        242,346,850    $       290,707,349
                                                                         =================       ================
</TABLE>

            Bank Debt

            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 of the senior secured credit facility described
            below.

            On June 1, 1999, the Bastet existing credit facility was amended to
            increase the aggregate maximum amount to $45.0 million and to
            include Mission as a co-borrower. On January 12, 2001, the debt
            outstanding was repaid with the proceeds of the senior secured
            credit facility described below.

            New Bank Debt Facility Agreements

            The Nexstar Senior Secured Credit Facility

            On January 12, 2001, Nexstar entered into a senior secured credit
            facility 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 facility was 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 facility was amended to adjust financial covenants
            effective for the quarter ended September 30, 2001 and future
            periods and to reduce the revolving facility to $42.0 million.
            Prepayments have been made under Term A, which has effectively
            reduced the commitment to $37.0 million, excluding the prepayment
            made on November 14, 2001. Interest rates associated with the
            Nexstar revolver and term loans are based, at the option of the
            Company, on the prevailing prime rate plus an applicable margin or
            the LIBOR rate plus an



                                       12

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

            applicable margin, as defined (ranging from 6.31% to 7.58% at
            September 30, 2001). Interest is fixed for a period ranging from one
            month to 12 months, depending on availability of the interest basis
            selected, except if the Company 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, the Company 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. Any excess
            amount outstanding at the time of a mandatory reduction is payable
            at that time. The borrowings under the Nexstar senior secured credit
            facility are guaranteed, jointly and severally, by Nexstar, Bastet
            and Mission, and by each existing and subsequently acquired or
            organized subsidiary of the Company.

            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 (6.34% at September 30, 2001).
            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 their 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.

            The Company's reducing revolver credit facilities and term loan
            principal amounts are reduced quarterly by the following annual
            amounts:
<TABLE>
<CAPTION>
                                               Reduction Amount
                    Loan Year              Reducing
                  (as defined)             Revolver              Term A Loan              Term B Loan
                  ------------             --------              -----------              -----------
                 <S>                       <C>                    <C>                    <C>
                        1                      0.00%                   0.00%                 0.00%
                        2                      0.00%                   0.00%                 1.00%
                        3                     15.00%                  15.00%                 1.00%
                        4                     20.00%                  20.00%                 1.00%
                        5                     30.00%                  30.00%                 1.00%
                        6                     35.00%                  35.00%                 1.00%
                        7                      0.00%                   0.00%                95.00%
</TABLE>
            Debt Covenants
            The credit agreements described above contain covenants which
            require the Company to comply with certain financial ratios, capital
            expenditures and film cash payments and other limits. The Company is
            retroactively in compliance with all covenants at September 30, 2001
            after obtaining an amendment on November 14, 2001.

                                       13

<PAGE>

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

            Senior Subordinated Notes
            On March 16, 2001, the Company 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 the
            Company. They are general unsecured senior subordinated obligations
            subordinated to all of the Company's senior debt. The notes are
            redeemable on or after April 1, 2005 and the Company may redeem 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 contain covenants, which require the Company to comply
            with certain limitations on the incurrence of additional
            indebtedness, issuance of equity, payment of dividends and certain
            other business activities.

            The proceeds of the offering were used to partially refinance
            existing indebtedness of the Company. The remainder will be used to
            finance its operations and working capital needs.

            Interest Rate Swap Agreements
            At September 30, 2001, Nexstar had in effect two interest rate swap
            agreements required by their credit facility agreements, with
            commercial banks, with notional amounts of $93.3 million and $20.0
            million. Nexstar's interest rate swap agreements require Nexstar to
            pay a fixed rate and receive a floating rate, thereby creating fixed
            rate debt. Additionally, one reverse swap agreement in the notional
            amount of $60.0 million was in effect. The agreements are designated
            as a hedge of interest rates, and the differential to be paid or
            received on the swaps is accrued as an adjustment to interest
            expense. The fair value of the interest rate swap agreements
            representing the cash the Company would pay to settle the
            agreements, was approximately $0.2 million and $0.3 million at
            December 31, 2000 and September 30, 2001, respectively. There were
            no amounts of hedge ineffectiveness related to the Company's
            interest rate swaps and no gains or losses were excluded from the
            assessment of hedge effectiveness.

            Debt Financing Costs
            In conjunction with the amendment and restatement of the credit
            facility in January 2001, the Company expensed $262,521 related to
            certain debt financing costs. The amount, net of tax benefit, has
            been presented as an extraordinary item.

8.          Member's Interest

            On January 12, 2001, Nexstar received $105.0 million in capital
            contributions from Nexstar Holdings II, L.L.C. (known then as
            Nexstar Finance Holdings, L.L.C.). On March 16, 2001, concurrent
            with the funding from the senior subordinated notes, $30.0
            million was distributed back to Nexstar. On August 7, 2001,
            Nexstar received $20.0 million in capital contributions from
            Nexstar Holdings, the proceeds of which were used to reduce bank
            debt.

9.          Income Taxes

            The Company's income tax benefit was $627,949 for the nine months
            ended September 30, 2001 compared to income tax expense of $373,853
            for the nine months ended September 30, 2000. The effective tax rate
            benefit of 2.3% for the nine months ended September 30, 2001
            compares to an expense of 4.9% for the nine months ended September
            30, 2000. The significant differences from the statutory rate and
            the effective tax rate for the nine months ended September 30, 2000
            and 2001 include an increase in the valuation allowance,



                                       14

<PAGE>

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

            amortization of goodwill and income earned by entities not subject
            to corporate income tax. The benefit increase in the effective tax
            rate resulted from the current year's projected permanent
            differences between book and tax income being a lower percentage
            of pre-tax loss and an increase in the Company's net loss for the
            nine months ended September 30, 2001, as compared to the nine
            months ended September 30, 2000.

10.         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.

11.         Nexstar Finance, Inc.

            Nexstar Finance, Inc. was incorporated on December 5, 2000 in the
            State of Delaware for the purpose of facilitating future financings.
            Nexstar Finance, Inc. was capitalized with an immaterial amount of
            equity and had no operating activities for the nine-month period
            ended September 30, 2001.

12.         Subsequent Events

            On November 14, 2001 Nexstar received $15.0 million in capital
            contributions from Nexstar Holdings, the proceeds of which were used
            to reduce bank debt.


                                       15

<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 September 30, 2001, Unaudited
Consolidated Statement of Operations and other unaudited financial statements
for the three and nine months ended September 30, 2000 and 2001 and notes to
related financial statements elsewhere in this report on Form 10-Q. This report
on Form 10-Q contains "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. All statements other than statements of historical fact are
"forward-looking statements" for purposes of federal and state securities laws,
including: any projections or expectations of earnings, revenues, financial
performance, liquidity and capital resources or other financial items; any
assumptions or projections about the television broadcastings industry, any
statements of our plans, strategies and objectives for our future operations;
any statements concerning proposed new products, services or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "will," "estimate,"
"intend," "continue," believe," "expect" or "anticipate" and other similar
words.

Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ from this
projection or assumption in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements are subject to change and inherent risks and uncertainties discussed
elsewhere in the report on Form 10-Q and in our other filings with the
Securities and Exchange Commission. The forward-looking statements made in this
report on Form 10-Q are made only as of the date of this report on Form 10-Q and
we do not have or undertake any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.

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 at the beginning
and end of a particular period. In particular, references to a comparison on a
same station basis for the nine months ended September 30, 2000 versus the nine
months ended September 30, 2001 include the following stations: WYOU, KQTV,
WTWO, WBRE, KFDX, KSNF, KBTV, WJET, WFXP, WROC, KJTL, KJBO and KTAB. As used in
this report on Form 10-Q, unless the context indicated otherwise, "Nexstar"
refers to Nexstar Finance, L.L.C. and its consolidated subsidiaries including
Nexstar Finance, Inc.; "Bastet Group" refers to Bastet Broadcasting, Inc. and
Mission Broadcasting of Wichita Falls, Inc. which are each special purpose
entities, and all of their respective subsidiaries; and all references to "we,"
"our," and "us" refer, collectively, to Nexstar and the Bastet Group.

Introduction

The operating revenues of our stations are 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 revenues, 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.

                                       16

<PAGE>

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

The networks provide programming to our stations during various time periods of
the day. The networks compensate the station for distributing their product over
the air and for keeping a portion of the advertising inventory during those time
periods. Each station purchases licenses to broadcast programming in the
non-news time periods during the remainder of the day. These programs are either
purchased from a syndicator for cash or the syndicator is allowed to retain some
of the inventory as compensation to eliminate or reduce the cash cost for the
license. The station records the estimated fair market value of the inventory
given to the syndicator as a barter asset and liability. Over the term of the
contract, these values are amortized as barter revenue and expense.

Advertising is sold in time increments and is priced primarily on the basis of
the popularity of the program among targeted demographic groups, as measured by
periodic audience surveys performed by an independent company. Advertising rates
are also affected by the number of advertisers competing for the available time
and the availability of alternative advertising media in the market. Rates are
normally highest during the most heavily viewed hours. The ratings of a local
station affiliated with a television network can be affected by ratings of that
network's programming.

Most advertising contracts are short-term and generally run for a few weeks.
Excluding political revenue, approximately 61.9% of our annual spot revenue for
the year ended December 31, 2000 and 61.6% of our revenue for the nine months
ended September 30, 2001 was generated from local advertising which is sold by a
station's sales staff. 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 normally provides for
representation outside the particular station's market. National commission
rates vary within the industry but are governed by each station's agreement. All
national and political revenue is placed by advertising agencies. The agencies
receive a commission rate of 15.0% for the gross amount of advertising schedules
placed by them. Local advertising agencies place most of the local spot revenue;
however, some local advertisers place their schedules directly with the local
sales staff thereby eliminating the agency commission.

The advertising revenues of our stations are 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 revenues are generally higher
during even numbered years resulting from political advertising and advertising
aired during the Olympic Games.

We define broadcast cash flow as net income before interest expense, income
taxes, depreciation, amortization, other income/expenses, corporate overhead,
non-cash trade and barter expenses and time brokerage fees less payments on
program obligations and non-cash trade and barter revenue. Other television
broadcasting companies may measure broadcast cash flow in a different manner. We
have included broadcast cash flow data because such data is commonly used as a
measure of performance for broadcast companies and is also used by investors to
measure a company's ability to service debt. Broadcast cash flow is not, and
should not be used as an indicator or alternative to operating income, net
income or cash flow as reflected in our consolidated financial statements, is
not intended to represent funds available for debt service, dividends,
reinvestment or other discretionary uses, is not a measure of financial
performance under GAAP and should not be considered in isolation or as a
substitute for measures of performance prepared in accordance with generally
accepted accounting principles.

Nexstar's acquisitions during the fiscal year 2000 and the nine months ended
September 30, 2001 affect the comparability of the operating results discussed
below. Nexstar entered into a time brokerage agreement in May 2000 to operate
KMID, the ABC affiliate in Midland-Odessa, Texas and in September 2000, the
assets were purchased for approximately $10.0 million. Nexstar purchased assets
of KTAL, the NBC affiliate in Shreveport, Louisiana, in November 2000 for
approximately $35.3 million. In July 1999, Nexstar entered into a time brokerage


                                       17

<PAGE>

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

agreement to operate WCIA/WCFN, the CBS affiliate in the Champaign-Springfield-
Decatur, Illinois market and WMBD, the CBS affiliate in the Peoria-Bloomington,
Illinois market. The assets of these stations were subsequently purchased in
January 2001.

Recent Developments

In January 2001, we acquired the assets of WCIA/WCFN and WMBD for approximately
$108.0 million. WCIA/WCFN is the CBS affiliate in the
Champaign-Springfield-Decatur, Illinois market, and WMBD is the CBS affiliate in
the Peoria-Bloomington, Illinois market. We financed the purchase of WCIA/WCFN
and WMBD with the proceeds of (1) our existing $275.0 million senior credit
facilities and (2) $105.0 million of equity contributed from our parent, Nexstar
Finance Holdings II, L.L.C. (then known as Nexstar Finance Holdings, L.L.C.).

In March 2001, we sold $160.0 million of 12% Senior Subordinated Notes due 2008.
The proceeds were used to (1) repay $116.2 million of revolver loans under our
existing credit facilities, (2) to distribute $30.0 million to Nexstar Finance
Holdings II, L.L.C. (then known as Nexstar Finance Holdings, L.L.C.) and (3) to
pay for transaction costs.

On August 7, 2001 and on November 14, 2001 Nexstar received $20.0 million and
$15.0 million, respectively, in capital contributions from Nexstar Holdings. The
proceeds from both events were used to reduce bank debt.

Historical Performance

Revenues

The following table sets forth the principal types of revenues received by our
stations for the periods indicated and the percentage contribution of each
subcategory of our total revenues, as well as agency and national sales
representative commissions:


<TABLE>
<CAPTION>
                                Three Months Ended September 30,          Nine Months Ended September 30,
                              -----------------------------------      -----------------------------------
                                    2000                2001                2000                 2001
                              ---------------     ---------------      ---------------     ---------------
                              Amount      %       Amount      %        Amount      %       Amount      %
                              ------    -----     ------    -----      ------    -----     ------    -----
                               (dollars in thousands)                   (dollars in thousands)
<S>                          <C>        <C>      <C>        <C>       <C>         <C>     <C>        <C>
Local                        $15,478     50.7    $14,463     56.3     $44,985     52.1    $46,031     56.2
National                       8,789     28.8      8,678     33.8      29,046     33.7     27,841     34.0
Political                      4,210     13.8        230      0.9       6,022      7.0        867      1.0
Network compensation           1,559      5.1      1,836      7.1       4,591      5.3      5,349      6.5
Other                            473      1.6        501      1.9       1,655      1.9      1,866      2.3
                             -------    -----    -------    -----     -------    -----    -------    -----
   Total gross revenue        30,509    100.0     25,708    100.0      86,299    100.0     81,954    100.0
Less: Agency and national
   representative commissions  4,212     13.8      3,410     13.3      11,931     13.8     10,997     13.4
                             -------    -----    -------    -----     -------    -----    -------    -----
   Net broadcast revenue      26,297     86.2     22,298     86.7      74,368     86.2     70,957     86.6
Trade and barter               2,402               2,563                6,639               7,555
                             -------             -------              -------             -------

       Total net revenue     $28,699             $24,861              $81,007             $78,512
                             =======             =======              =======             =======
</TABLE>


                                       18

<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 September 30,            Nine Months Ended September 30,
                                       ---------------------------------------     ---------------------------------------
                                              2000                   2001               2000                    2001
                                       -----------------      ----------------     -----------------     -----------------
                                        Amount       %         Amount      %        Amount       %        Amount       %
                                       --------    -----      -------    -----     --------    -----     --------    -----
                                               (dollars in thousands)                      (dollars in thousands)
<S>                                    <C>         <C>       <C>         <C>       <C>         <C>       <C>         <C>
Total net revenue                      $28,699     100.0     $ 24,861    100.0     $81,007     100.0     $ 78,512    100.0
Operating expenses:
   Station operating, net of trade       6,932      24.2        7,038     28.3      20,364      25.1       21,395     27.3
   Selling, general and administrative   7,169      25.0        6,754     27.2      20,878      25.8       20,619     26.3
   Trade and barter                      2,256       7.9        2,456      9.9       6,435       7.9        7,548      9.6
   Depreciation and amortization         5,709      19.9        8,521     34.3      17,518      21.6       25,259     32.2
   Amortization of program license
      rights, net of barter              2,065       7.2        2,066      8.3       6,283       7.8        5,965      7.6
                                       -------               --------              -------               --------

      Operating income (loss)          $ 4,568               $ (1,974)             $ 9,529               $ (2,274)
                                       =======               ========              =======               ========
</TABLE>


Broadcast Cash Flow

The following table sets forth certain operating data for the three months and
nine months ended September 30, 2000 and 2001:

<TABLE>
<CAPTION>
                                                             Three Months Ended September 30,     Nine Months Ended September 30,
                                                             --------------------------------     -------------------------------
                                                                  2000              2001              2000            2001
                                                                  ----              ----              ----            ----
                                                                 Amount            Amount            Amount          Amount
                                                                 ------            ------            ------          ------
                                                                  (dollars in thousands)             (dollars in thousands)
<S>                                                             <C>              <C>                <C>             <C>
Operating income (loss)                                         $ 4,568          $ (1,974)          $ 9,529         $ (2,274)
Add:
     Amortization of program license rights, net of barter        2,065             2,066             6,283            5,965
     Depreciation and amortization                                5,709             8,521            17,518           25,259
     Corporate expenses (1)                                         813               593             2,238            1,951
     Non-recurring license and marketing agreement fees             509                 -             1,466               77
     Trade and barter expense                                     2,256             2,456             6,435            7,548
     Interest income                                                117               141               234              297
Less:
     Trade and barter revenue                                     2,401             2,563             6,639            7,555
     Payments for program license liabilities                     2,000             2,011             6,197            6,020
                                                                -------          --------           -------         --------

Broadcast cash flow                                             $11,636          $  7,229           $30,867         $ 25,248
                                                                =======          ========           =======         ========

     Broadcast cash flow margin (2)                               44.2%             32.4%             41.5%            35.6%

</TABLE>

   (1) Corporate expenses represent costs associated with the centralized
management of our stations.

   (2) Broadcast cash flow margin is defined as broadcast cash flow divided by
net broadcast revenue.


                                       19

<PAGE>

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


Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

Net broadcast revenue for the three months ended September 30, 2001 was $22.3
million, a decrease of $4.0 million, compared to $26.3 million for the three
months ended September 30, 2000. An increase in net broadcast revenue of $0.2
million was attributed to stations acquired after January 1, 2000. On a same
station basis, net broadcast revenue for the three months ended September 30,
2001 was $16.3 million as compared to $20.5 million for September 30, 2000, a
decrease of 20.5%. Of this decrease, $1.5 million was local revenue, which was
heavily impacted by the terrorist attack on September 11, 2001 and the
comparative absence of advertising revenue from the 2000 Olympic games, $2.6
million was non-recurring political revenue and the remaining $0.1 was national
revenue. After the terrorist attack, the networks aired twenty-four hour
newscasts with no commercial breaks for several days. The unscheduled newcasts
and absence of commercial breaks resulted in a loss of approximately $1.1
million in net broadcast revenue for our stations.

Operating expenses, including selling, general and administrative expenses and
corporate overhead for the three months ended September 30, 2001 were $13.8
million, compared to $14.1 million for the three months ended September 30,
2000, a decrease of $0.3 million. A $0.3 million increase in operating expenses
was attributed to stations acquired after January 1, 2000. On a same station
basis, operating expenses for the three months ended September 30, 2001 were
$9.3 million as compared to $9.9 million for the three months ended September
30, 2000, a 6.1% decrease. The decrease was a result of cost reductions
implemented during the year and lower local commission costs as a consequence of
lower revenues.

Amortization of program license rights, net of barter, for the three months
ended September 30, 2001 was $2.1 million, compared to $2.1 million for the
three months ended September 30, 2000, flat with the prior year. The stations
acquired after January 1, 2000 accounted for an increase of $0.1 million. On a
same station basis, amortization of program license rights for the three months
ended September 30, 2001 were $1.4 million, as compared to $1.5 million for the
three months ended September 30, 2000, a 6.7% decrease. This decrease was
primarily associated with cost reductions of renewed or replacement programs.

Depreciation of property and equipment and amortization of intangibles was $8.5
million for the three months ended September 30, 2001, compared to $5.7 million
for the three months ended September 30, 2000, an increase of $2.8 million. An
increase of $2.9 million was attributed to stations acquired after January 1,
2000 with a $0.1 million offsetting decrease from previously owned stations.

The operating loss for the three months ended September 30, 2001 was $2.0
million, compared to operating income of $4.6 million for the three months ended
September 30, 2000. Of the $6.6 million decrease, approximately $3.6 million was
attributed to operating losses from stations purchased after January 1, 2000. On
a same station basis, the operating loss for the three months ended September
30, 2001 was $0.5 million, as compared to operating income of $2.5 million for
the three months ended September 30, 2000. The $3.0 million decrease in
operating income is primarily a result of lower net revenues.

Interest expense, including amortization of debt financing costs, for the three
months ended September 30, 2001 was $8.8 million, compared to $5.9 million for
the same period in 2000. The increase was primarily attributed to the increased
indebtedness for the stations purchased in 2000 and 2001.


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As a result of the factors discussed above, our net loss was $10.4 million for
the three months ended September 30, 2001, compared to a net loss of $1.6
million for the same period in 2000, an increase in net loss of $8.8 million.

Broadcast cash flow for the three months ended September 30, 2001 was $7.2
million, compared to $11.6 million for the same period in 2000. The stations
acquired after January 1, 2000 accounted for a $0.6 million decrease. On a same
station basis, broadcast cash flow for the three months ended September 30, 2001
was $5.7 million, compared to $9.5 million for the same period in 2000.
Broadcast cash flow margins for the three months ended September 30, 2001
decreased to 32.4% from 44.2% for the same period in 2000. The decrease in
margin was primarily a result of a decrease in net broadcast revenue.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30,
2000

Net broadcast revenue for the nine months ended September 30, 2001 was $71.0
million, a decrease of $3.4 million, compared to $74.4 million for the nine
months ended September 30, 2000. An increase in net broadcast revenue of $3.5
million was attributed to stations acquired after January 1, 2000. On a same
station basis, net broadcast revenue for the nine months ended September 30,
2001 was $51.2 million as compared to $58.1 million for September 30, 2000, a
decrease of 11.9%. Of this decrease, $2.1 million was due to a decline in
national revenue, $1.8 was attributed to local revenue, and $3.2 million was
non-recurring political revenue partially offset by increases in other broadcast
revenue for the first nine months of 2001. A general slowdown in the advertising
industry, the terrorist attack, the comparative absence of advertising from the
2000 Olympic games and non-recurring political advertising are the primary
components of the decrease in broadcast revenue.

Operating expenses, including selling, general and administrative expenses and
corporate overhead for the nine months ended September 30, 2001 were $42.0
million, compared to $41.2 million for the nine months ended September 30, 2000,
an increase of $0.8 million. A $1.7 million increase was attributed to stations
acquired after January 1, 2000. On a same station basis, operating expenses for
the nine months ended September 30, 2001 were $29.7 million as compared to $30.6
million for the nine months ended September 30, 2000, a 2.9% decrease. The
decrease was a result of cost reductions implemented during the year and lower
local commission costs as a consequence of lower revenues.

Amortization of program license rights, net of barter, for the nine months ended
September 30, 2001 was $6.0 million, compared to $6.3 million for the nine
months ended September 30, 2000, a decrease of $0.3 million. The stations
acquired after January 1, 2000 accounted for an increase of $0.3 million. On a
same station basis, amortization of program license rights for the nine months
ended September 30, 2001 were $4.1 million, as compared to $4.7 million for the
nine months ended September 30, 2000, a 12.8% decrease. This decrease was
primarily associated with cost reductions of renewed or replacement programs.

Depreciation of property and equipment and amortization of intangibles was $25.3
million for the nine months ended September 30, 2001, compared to $17.5 million
for the nine months ended September 30, 2000, and increase of $7.8 million. An
increase of $8.5 million was attributed to stations acquired after January 1,
2000 partially offset by a $0.7 million decrease from the expiration of
intangible assets with short lives from previously owned stations.

The operating loss for the nine months ended September 30, 2001 was $2.3
million, compared to operating income of $9.5 million for the nine months ended
September 30, 2000. Of the $11.8 million decrease, approximately $8.6 million
was attributed to operating losses from stations purchased after January 1,
2000. On a same station basis, the operating income for the nine months ended
September 30, 2001 was $0.1 million, as compared to $3.3 million for the nine



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Management's Discussion and Analysis
--------------------------------------------------------------------------------

months ended September 30,2000. The $3.2 million decrease in operating income is
primarily a result of lower net revenues.

Interest expense, including amortization of debt finance cost, for the nine
months ended September 30, 2001 was $25.1 million, compared to $17.2 million for
the same period in 2000. The increase was primarily attributed to the increased
indebtedness for the stations purchased in 2000 and 2001.

For the nine months ended September 30, 2001, we wrote off $0.3 million of debt
financing costs, net of tax effect, as a result of refinancing our senior credit
facilities in January 2001.

As a result of the factors discussed above, our net loss was $27.1 million for
the nine months ended September 30, 2001, compared to a net loss of $8.0 million
for the same period in 2000, an increase in net loss of $19.1 million.

Broadcast cash flow for the nine months ended September 30, 2001 was $25.2
million, compared to $30.9 million for the same period in 2000. The stations
acquired after January 1, 2000 accounted for a $0.2 million increase. On a same
station basis, broadcast cash flow for the nine months ended September 30, 2001
was $18.9 million, compared to $24.8 million for the same period in 2000.
Broadcast cash flow margins for the nine months ended September 30, 2001
decreased to 35.6% from 41.5% for the same period in 2000. The decrease in
margin was primarily a result of a decrease in net broadcast revenue.

Liquidity and Capital Resources

As of September 30, 2001, cash and cash equivalents were $2.1 million compared
to $9.3 million as of September 30, 2000.

Our primary sources of liquidity are cash flows from operating activities and
senior credit facilities. Cash flows provided by operating activities were $6.5
million for the nine months ended September 30, 2001, compared to $10.9 million
for the nine months ended September 30, 2000.

Cash used for investing activities was $112.9 million for the nine months ended
September 30, 2001, as compared to $14.5 million for the nine months ended
September 30, 2000. Investing activities for the nine months ended September 30,
2001 was the result of an outlay of approximately $108.0 million for the
purchase of WCIA and WMBD as compared to $10.0 million for the purchase of KMID
for the same period in 2000.

Cash flows from financing activities were $105.7 million for the nine months
ended September 30, 2001, compared to $9.9 million for the nine months ended
September 30, 2000. The change in cash flows from financing activities for the
nine months ended September 30, 2001 was the result of (1) borrowings under the
new senior credit facilities of $278.8 million with a subsequent borrowing and
repayment of $160.1 million as a result of the amendment on June 14, 2001 to the
credit agreement governing our senior credit facilities to allow for a $50.0
Term A facility, a $75.0 million Term B facility and a $110.0 million revolving
facility, (2) borrowings of $153.6 million under the newly issued senior
subordinated notes and (3) additional equity proceeds of $95.0 million (net of a
distribution of $30.0 million) less the repayment of the existing senior credit
facility.

We believe based on current operations and projected growth, that our cash flow
from operations, together with borrowings available under our senior credit
facilities, will be sufficient to meet our future requirements for working
capital, capital expenditures and interest payments.


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Management's Discussion and Analysis
--------------------------------------------------------------------------------

Senior Credit Facilities

On January 12, 2001, Nexstar and Bastet/Mission each entered into a senior
secured credit facility with a group of commercial banks. The terms of the
credit agreement governing the Nexstar facility provided for a reducing
revolving credit facility in the amount of $72.0 million and a term loan
facility in the amount of $110.0 million. The credit facility was subsequently
amended on June 14, 2001 to allow for a $50.0 Term A facility, a $75.0 million
Term B facility and a $57.0 million revolving facility. On November 14, 2001,
the credit facility was amended to adjust financial covenants effective for the
quarter ended September 30, 2001 and future periods and to reduce the revolving
facility to $42.0 million. Prepayments have been made under Term A, which has
effectively reduced the commitment to $37.0 million, excluding the prepayment
made on November 14, 2001. The terms of the credit agreement governing the
Bastet/Mission facility provide for a revolving credit facility in the amount of
$43.0 million. On November 14, 2001, the credit facility was amended to increase
the revolving facility to $58.0 million. Interest rates associated with the
Nexstar and the Bastet/Mission credit facilities are based, at our option, on
the prevailing prime rate plus an applicable margin or the LIBOR rate plus an
applicable margin. Interest is fixed for a period ranging from one month to 12
months, depending on availability of the interest basis selected, except if we
select 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, we are required to pay
quarterly commitment fees based on our consolidated total leverage ratio for
that particular quarter on the unused portion of the revolving commitments. The
reducing revolving credit facility and the term loans are subject to
amortization schedules. The reducing revolver and Term Loan A are due and
payable on January 12, 2007 and the maturity date for Term Loan B is July 12,
2007. The senior credit facilities contain covenants, which require us to comply
with certain limitations on the incurrence of additional indebtedness, issuance
of equity, payment of dividends and on certain other business activities. We are
retroactively in compliance with all covenants at September 30, 2001 after
obtaining the amendment on November 14, 2001.

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 our domestic existing and future restricted
subsidiaries. They are general unsecured senior subordinated obligations
subordinated to all of our senior debt. The notes are redeemable on or after
April 1, 2005 and Nexstar may redeem 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 contain covenants, which require the
Nexstar to comply with certain limitations on the incurrence of additional
indebtedness, issuance of equity, payment of dividends and on certain other
business activities. We were in compliance with all covenants at September 30,
2001.

 .
Recently Issued Accounting Standards

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No.133, "Accounting for Derivative
Instruments and Hedging Activities", which established new guidelines for
accounting for such transactions. Subsequently, SFAS No. 133 was amended by the
issuance of SFAS No. 137 and SFAS No. 138. These amendments modify the
provisions and effective date of SFAS No. 133. SFAS No. 133, as amended, is
effective for fiscal quarters beginning after January 1, 2001. We adopted SFAS
No. 133 on January 1, 2001.

We use derivative financial instruments for purposes other than trading, such as
hedging for long-term debt and does so to reduce its exposure to fluctuations in
interest rates, as dictated by their credit agreement. All derivatives are
recognized on the balance sheet at their fair value. Changes in the fair


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Management's Discussion and Analysis
--------------------------------------------------------------------------------

value of derivatives are recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, the type of hedge transaction. We assess,
both at its inception and on an on-going basis, whether the derivatives that are
used in hedging transactions are highly effective in offsetting the changes in
cash flows of hedged items. We assess hedge ineffectiveness on a quarterly basis
and record the gain or loss related to the ineffective portion to current
earnings, to the extent it is significant. If we determine that a cash flow
hedge is no longer probable of occurring, we discontinue hedge accounting for
the affected portion of the forecasted transaction, and any unrealized gain or
loss on the contract is recognized in current earnings.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations", which is effective January 1, 2003. SFAS No. 143 addresses the
financial accounting and reporting for obligations and retirement costs related
to the retirement of tangible long-lived assets. We do not expect that the
adoption of SFAS No. 143 will have a material impact on our financial
statements.

In July 2001, the FASB issued SFAS No. 141, "Business Combinations" and SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires that all
business combinations be accounted for under the purchase method only and that
certain acquired intangible assets in a business combination be recognized as
assets apart from goodwill. SFAS 142 requires that ratable amortization of
goodwill be replaced with periodic tests of the goodwill's impairment and that
intangible assets other than goodwill be amortized over their useful lives. SFAS
No. 141 is effective for all business combinations initiated after June 30, 2001
and for all business combinations accounted for by the purchase method for which
the date of acquisition is after June 30, 2001. The provisions of SFAS No. 142
will be effective for fiscal years beginning after December 15, 2001 and will be
adopted by us, as required, in fiscal year 2002. We are currently assessing the
effect of this new statement on our consolidated financial position and results
of operations but have not yet determined the impact of adoption. While the
ultimate impact of the new accounting standards has yet to be determined,
goodwill amortization expense for the nine months ended September 30, 2001 was
$2.7 million.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets", which is effective January 1, 2002. 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. We do not expect that the adoption
of SFAS No. 144 will have a material impact on our financial statements.

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Management's Discussion and Analysis
--------------------------------------------------------------------------------

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.

         All borrowings at December 31, 2000 under the old Nexstar credit
agreement bear interest at the base rate, or Eurodollar rate, plus the
applicable margin, as defined (ranging from 8.995% to 9.165% at December 31,
2000). Interest is payable in accordance with the credit agreement.

         All borrowings at December 31, 2000 under the Bastet Group credit
agreement bear interest at the base rate, or Eurodollar rate, plus the
applicable margin, as defined (9.015% at December 31,2000).

         At December 31, 2000, Nexstar had in effect three interest rate swap
agreements, with commercial banks, with notional amounts of $93.3 million, $20.0
million and $15.0 million. Nexstar's interest rate swap agreements require
Nexstar to pay a fixed rate and receive a floating rate thereby creating fixed
rate debt. The agreements are designated as a hedge of interest rates, and the
differential to be paid or received on the swaps is accrued as an adjustment to
interest expense, Nexstar is exposed to credit loss in the event of
nonperformance by the counterparty. The financial instruments expire on December
31,2002, November 8, 2002 and May 21, 2001, respectively.




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Management's Discussion and Analysis
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                                     PART II

ITEM 1. LEGAL PROCEEDINGS

         We are involved in litigation relating to claims arising out of our
operations in the normal course of business, including product liability claims.
In the opinion of our management, the litigation in which we are currently
involved, individually and in aggregate, is not material to our business,
financial condition or results of operations.

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

     Not applicable.




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                                   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/ Shirley Green
                                  ---------------------------------
                                  By:   Shirley Green
                                  Its:  Vice President-Finance
                                        (Principal Financial Officer)


                                  Dated:  November 14, 2001





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