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

                      COMMISSION FILE NUMBER: 333-62916

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

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

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X]  No [ ]

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

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

<PAGE>

                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         Page
                                                                                         ----
<S>                                                                                      <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)................................................ 2
         Consolidated Balance Sheets - December 31, 2001 and March 31, 2002............. 2
         Consolidated Statements of Operations and Other Comprehensive Loss
           for the three months ended March 31, 2002 and 2001........................... 3
         Consolidated Statement of Changes in Member's Interest for the year
           ended December 31, 2001 and for the three months ended March 31, 2002........ 4
         Consolidated Statement of Cash Flows for the three months ended
           March 31, 2001 and 2002...................................................... 5
         Notes to Consolidated Financial Statements..................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
           Operations....................................................................12
Item 3. Quantitative and Qualitative Disclosures about Market Risk.......................21

PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................................22
Item 2. Changes in Securities and Use of Proceeds........................................22
Item 3. Defaults Upon Senior Securities..................................................22
Item 4. Submission of Matters to a Vote of Security Holders..............................22
Item 5. Other Information................................................................22
Item 6. Exhibits and Reports on Form 8-K.................................................22

SIGNATURES...............................................................................23
</TABLE>

<PAGE>

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

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

        Total current assets                                                                   42,808             45,489

Property and equipment, net                                                                    57,383             56,604
Broadcast rights                                                                                3,685              3,260
Due from parent entities                                                                        2,782              2,960
Other noncurrent assets                                                                         8,240              7,510
Intangible assets, net                                                                        312,246            308,265
                                                                                       --------------      -------------

        Total assets                                                                $         427,144    $       424,088
                                                                                       ==============      =============

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

        Total current liabilities                                                              24,847             28,066

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

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

Commitments and contingencies (Note 8)
Member's interest:
    Contributed capital                                                                       171,479            170,066
    Accumulated deficit                                                                      (63,477)           (70,002)
    Accumulated other comprehensive loss on derivative instruments                            (3,731)            (2,766)
                                                                                       ---------------------------------

        Total member's interest                                                               104,271             97,298
                                                                                       --------------      -------------

        Total liabilities and member's interest                                     $         427,144    $       424,088
                                                                                       ==============      =============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                  statements
                                      2

<PAGE>

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

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

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

        Total net revenues                                                    25,605               28,322
                                                                     ---------------      ---------------

Expenses:
    Operating                                                                  7,818                8,501
    Selling, general and                                                       7,125                8,534
    administrative
    Amortization of broadcast rights                                           4,082                3,584
    Amortization of intangible                                                 5,432                3,256
    assets
    Depreciation                                                               2,925                3,151
                                                                     ---------------      ---------------

        Total expenses                                                        27,382               27,026
                                                                     ---------------      ---------------

Income (loss) from operations                                                (1,777)                1,296
Interest expense, including amortization of debt
  financing costs                                                            (6,864)              (8,674)
Interest income                                                                   48                   34
Other income, net                                                                  3                1,001
                                                                     ---------------      ---------------

Loss before income taxes                                                     (8,590)              (6,343)

Income tax benefit (expense)                                                     223                (182)
                                                                     ---------------      ---------------

Loss before extraordinary loss from refinancing of credit
  facilities                                                                 (8,367)              (6,525)

Extraordinary loss from refinancing of credit
    facilities, net of income tax effect                                       (263)                    -
                                                                     ---------------      ---------------

Net loss                                                                     (8,630)              (6,525)
                                                                     ---------------      ---------------

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

Deferral of unrealized derivative gains and losses                           (1,965)                  965
                                                                     ---------------      ---------------

Net loss and other comprehensive loss                              $        (10,836)    $         (5,560)
                                                                     ===============      ===============
</TABLE>

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

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                            Other               Total
                                                   Contributed       Accumulated        Comprehensive          Member's
                                                     Capital           Deficit               Loss              Interest
                                                ----------------  -----------------  -------------------  -----------------
                                                                          (dollars in thousands)
<S>                                             <C>               <C>                <C>                  <C>
Balance at December 31, 2000                    $        61,531   $       (30,007)   $                -   $         31,524

Contributions                                           140,005                  -                    -            140,005

Distributions                                          (30,057)                  -                    -           (30,057)

Net loss                                                      -           (33,470)                    -           (33,470)

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

Deferral of unrealized derivative gains and                   -                  -              (3,490)            (3,490)
losses
                                                ---------------   ----------------   ------------------   ----------------

Balance at December 31, 2001                            171,479           (63,477)              (3,731)            104,271

Contributions                                                 3                  -                    -                  3

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

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

Deferral of unrealized derivative gains and                   -                  -                  965                965
losses
                                                ---------------   ----------------   ------------------   ----------------

Balance at March 31, 2002 (Unaudited)           $       170,066   $       (70,002)   $          (2,766)   $         97,298
                                                ===============   ================   ==================   ================
</TABLE>

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

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                          --------------------------------
                                                                               2001             2002
                                                                                    (Unaudited)
                                                                               (dollars in thousands)
<S>                                                                          <C>              <C>
Cash flows from operating activities:
    Net loss                                                                 $   (8,630)      $   (6,525)
    Adjustments to reconcile net loss to net cash
     provided by (used for) operating activities:
      Deferred income taxes                                                        (296)             (58)
      Depreciation of property and equipment                                       2,925            3,151
      Amortization of intangible assets                                            5,432            3,256
      Amortization of debt financing costs                                           449              801
      Amortization of broadcast rights, net of barter                              2,012            1,925
      Payments for broadcast rights                                              (2,013)          (2,020)
      Loss on asset disposal, net                                                     15                4
      Loss from modification of credit facility, net of tax                          263                -
      Amortization of debt discount                                                   24              155
      Effect of accounting for derivative instruments                                  -            (288)
    Changes in assets and liabilities:
      Decrease in accounts receivable and due from parent entities                 1,062            2,679
      Increase in prepaid expenses and other current assets                        (505)            (513)
      Decrease in other noncurrent assets                                             11              586
      Increase (decrease) in accounts payable and accrued expenses                 (834)            1,444
      (Increase) decrease in taxes receivable                                      (209)              203
      Increase in interest payable                                                 1,518            4,249
      Increase in deferred revenue                                                   127              591
      Decrease in due to Midwest Television, Inc.                                (2,257)                -
                                                                          --------------   --------------

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

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

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

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

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

Net increase in cash                                                                 339            8,270

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

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

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

<PAGE>

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

1        ORGANIZATION AND BUSINESS OPERATIONS

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

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION
         The consolidated financial statements include the accounts of Nexstar,
         its wholly-owned subsidiaries, Bastet Broadcasting, Inc. ("Bastet") and
         Mission Broadcasting of Wichita Falls, Inc. ("Mission") and their
         respective subsidiaries (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 March 31, 2002 and for the three months
         ended March 31, 2001 and 2002 are unaudited. However, in the opinion of
         management, such statements include all adjustments (consisting solely
         of normal recurring adjustments) necessary for the fair statement of
         the financial information included herein in accordance with 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 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.

         Unless otherwise noted, all dollars are in thousands.

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

                                      6

<PAGE>

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

         SFAS No.142 requires that goodwill be tested for impairment using a
         two-step process. The first step is to identify a potential impairment
         and, in transition, this step must be measured as of the beginning of
         the fiscal year. However, a company has six months from the date of
         adoption to complete the first step. The Company will complete that
         first step of the goodwill impairment test during the second quarter of
         2002. The second step of the goodwill impairment test measures the
         amount of the impairment loss (measured as of the beginning of the year
         of adoption), if any, and must be completed by the end of the Company's
         fiscal year. FCC licenses have been tested for impairment using a
         one-step process, which compares the fair value to the carrying amount
         of the asset as of January 1, 2002 and which resulted in no impairment
         being identified. Any impairment loss resulting from the transitional
         impairment test of goodwill will be reflected as the cumulative effect
         of a change in accounting principle as of January 1, 2002 and will
         require restatement of the first quarter of 2002. The Company has not
         yet determined what effect the goodwill impairment test will have on
         the Company's earnings and financial position. During the year ended
         December 31, 2001, the Company incurred goodwill amortization expense
         of $3.6 million.

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

<TABLE>
<CAPTION>
                                                       Three Months Ended March 31,
                                                       -------------------------------
                                                           2001               2002
                                                              (Unaudited)
                                                          (dollars in thousands)
<S>                                                      <C>                <C>
Loss before extraordinary loss from modification
  of credit facility                                     $  (8,367)         $  (6,525)
Add:
  Goodwill amortization, net of tax                             895
  Indefinite-lived intangibles amortization, net of tax       1,338                  -
Loss before extraordinary loss from modification
                                                       ------------        -----------
  of credit facility-as adjusted                         $  (6,134)         $  (6,525)
                                                       ============        ===========

Net loss                                                 $  (8,630)         $  (6,525)
Add:
  Goodwill amortization, net of tax                             895
  Indefinite-lived intangibles amortization, net              1,338                  -
  of tax
                                                       ------------        -----------
Net loss- as adjusted                                    $  (6,397)         $  (6,525)
                                                       ============        ===========
</TABLE>

LONG-LIVED ASSETS

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

RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which is effective for fiscal years beginning after May 15, 2002.
SFAS 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for
gains and losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 also makes technical corrections to
certain existing pronouncements that are not substantive in nature. The adoption
of SFAS No. 145 may require the reclassification of debt extinguishment costs
presented as an extraordinary item in periods prior to the adoption of the
standard.

                                      7

<PAGE>

Nexstar Finance, L.L.C.
Notes to Consolidated 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. TBA fees in the amount of $2.25 million were paid to
         Midwest at the time of closing.

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

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

Total net revenues                          25,605      25,605       28,322      28,322

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

Net loss                                 $ (8,630)   $ (8,630)    $ (6,525)   $ (6,525)
                                       ===========  ==========  ===========  ==========
</TABLE>

         (1) The March 31, 2001 pro forma amounts do not include the results of
            Midwest for the 12 days prior to acquisition on January 12, 2001.
            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, Nexstar has entered into an agreement
         to guarantee up to a $3.0 million non-revolving line of credit to its
         President and Chief Executive Officer to enable him to purchase equity
         units of the Company. The line of credit is full-recourse to the
         officer and is available until December 31, 2004.

                                      8

<PAGE>

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

5.       INTANGIBLE ASSETS

<TABLE>
<CAPTION>
                                                Estimated
                                               useful life           December 31,            March 31,
                                                 (years)                 2001                  2002
                                                                                            (Unaudited)
<S>                                            <C>              <C>                    <C>
Goodwill                                        indefinite      $             99,097   $             99,097
Network affiliation agreement                       15                       171,957                171,957
FCC license                                     indefinite                    77,113                 77,116
Debt financing costs                           term of debt                   16,382                 16,408
Other intangibles                                  1-15                        7,104                  7,151
                                                                  ------------------     ------------------

                                                                             371,653                371,729

Less:  accumulated amortization                                             (59,407)               (63,464)
                                                                  ------------------     ------------------

Intangible assets, net of
  accumulated amortization                                      $            312,246   $            308,265
                                                                  ==================     ==================
</TABLE>

6.       DEBT

         Long term debt consists of the following:

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

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

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

         BANK DEBT

         Bank Debt Facility Agreements

         The Nexstar Senior Secured Credit 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 period ended September 30, 2001 and future periods and to
         reduce the revolving facility to $42.0 million. Prepayments have been
         made under the Term A facility, which has effectively reduced the
         commitment to $32.0 million. Interest rates associated with the
         Nexstar revolver and term loans are based, at the

                                      9

<PAGE>

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

         option of the Company, on the prevailing prime rate plus an applicable
         margin or the LIBOR rate plus an applicable margin, as defined
         (ranging from 5.41% to 6.63% at March 31, 2002). Interest is fixed
         for a period ranging from one month to 12 months, depending on
         availability of the interest basis selected, except if 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. The Nexstar revolving and Term A facilities mature
         on January 12, 2007. The Term B facility matures on July 12, 2007. Any
         excess amount outstanding at the time of a mandatory reduction is
         payable at that time. The borrowings under the Nexstar senior secured
         credit 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 (ranging from 5.41% to
         5.44% at March 31, 2002). Interest is fixed for a period ranging from
         one month to 12 months, depending on availability of the interest basis
         selected, except if Bastet or Mission selects a prime-based loan, in
         which case the interest rate will fluctuate during the period as the
         prime rate fluctuates. Interest is payable periodically based on the
         type of interest rate selected. In addition, Bastet and Mission are
         required to pay quarterly commitment fees based on the Company's
         leverage ratio for that particular quarter on the unused portion of the
         Bastet/Mission credit facility loan commitment. The Bastet/Mission
         credit facility is due and payable on the maturity date, January 12,
         2007. Any excess amount outstanding at the time of a mandatory
         reduction is payable at that time.

         Senior Subordinated Notes

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

         Debt Covenants

                                      10

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

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

         Debt Financing Costs
         In conjunction with the refinancing of the credit facilities in January
         2001, the Company expensed $263 related to certain debt financing
         costs. The amount, net of tax benefit, has been presented as an
         extraordinary item.

7.       INCOME TAXES

         The Company's income tax benefit for the three months ended March 31,
         2001 was $223, compared to the income tax expense for the three months
         ended March 31, 2002 of $182. The Company's effective tax rate was 3%
         for both the three months ended March 31, 2001 and the three months
         ended March 31, 2002. The significant differences from the statutory
         tax rate and the effective tax rate for the three months ended March
         31, 2002 include an increase in the valuation allowance, income earned
         by entities not subject to corporate income tax, and state taxes, net
         of the federal benefit.

8.       COMMITMENTS AND CONTINGENCIES

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

9.       SUBSEQUENT EVENTS

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

                                      11

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

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

FORWARD-LOOKING AND CAUTIONARY STATEMENTS

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

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

INTRODUCTION

Nexstar owns and operates, through our subsidiaries, 14 television stations.
Through various local service agreements with the Mission Group, we provide
various management, sales or other services to five additional television
stations: WYOU, WFXP, KJTL, KJBO-LP and KODE (which is currently owned, until
September 30, 2002, by a subsidiary of GOCOM Holdings, LLC). Pursuant to these
local service agreements, we receive substantially all of the broadcast cash
flow generated by these stations through local service agreement fees. The
Mission Group retains ultimate control over each station owned by the Mission
Group in accordance with FCC rules and policies. Such control includes, but is
not limited to, retaining control over policies, programming, advertisements and
operations of the station. We have guaranteed the Mission Group's debt, and the
Mission Group has guaranteed some of our debt. The Mission Group has also
granted us options to purchase the assets of each of the stations owned by the
Mission Group. In accordance with applicable financial accounting standards, the
Mission Group entities are considered special purpose entities, and accordingly,
the results of operations and financial position of the Mission Group are
consolidated with our results of operations and financial position in our
consolidated financial statements as if they were our wholly-owned subsidiaries.

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

                                      12

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

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

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

Advertising rates are based upon a program's popularity among the viewers that
an advertiser wishes to target, the number of advertisers competing for the
available time, the size and the demographic composition of the market served by
the station, the availability of alternative advertising media in the market
area and the effectiveness of the station's sales force. Advertising rates are
also determined by a station's overall ability to attract viewers in its market
area, as well as the station's ability to attract viewers among particular
demographic groups that an advertiser may be targeting. Advertising revenue is
positively affected by strong local economies, national and regional political
election campaigns, and certain events such as the Olympic Games or the Super
Bowl. Because television broadcast stations rely on advertising revenue,
declines in advertising budgets, particularly in recessionary periods, adversely
affect the broadcast industry, and as a result may contribute to a decrease in
the revenue of broadcast television stations.

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

The advertising revenue of our stations is generally highest in the second and
fourth quarters of each year, due in part to increases in consumer advertising
in the spring and retail advertising in the period leading up to, and including,
the holiday season. In addition, advertising revenue is generally higher during
even-numbered years as a result of political advertising and advertising aired
during the Olympic Games.

                                      13

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

We define broadcast cash flow as net income (loss) plus extraordinary loss,
preferred dividends, income taxes, interest expense, depreciation and
amortization, other expense (income), corporate expenses, non-cash trade and
barter expenses, non-recurring expenses (including time brokerage agreement
fees) and network compensation payments received or receivable, less payments on
broadcast rights, non-cash trade and barter revenue and network compensation
revenue. We define EBITDA as broadcast cash flow less corporate expenses.
Neither broadcast cash flow nor EBITDA (i) is a measure of performance
calculated in accordance with generally accepted accounting principles, (ii)
should be considered in isolation or as a substitute for net income, operating
income or cash flow as reflected in our consolidated financial statements, or
(iii) is intended to represent a measure of funds available for debt service,
dividends, reinvestment or discretionary uses. In addition, our definition of
broadcast cash flow and/or EBITDA may not be comparable to similarly titled
measures reported by other companies. We believe that the presentation of
broadcast cash flow and EBITDA is relevant and useful because such data is used
by industry analysts to determine a private market value of our television
stations and to determine our operating performance.

The local service agreements, which were entered into during the fiscal year
ended December 31, 2001, affect the year-to-year comparability of the operating
results discussed below.

RECENT DEVELOPMENTS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

                                       14

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

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 March 31,
                                        -------------------------------------------
                                            2001                   2002
                                        ----------------------   ------------------
                                           Amount        %        Amount      %
                                        ----------   --------    --------  --------
                                                   (dollars in thousands)
<S>                                     <C>             <C>    <C>            <C>
Local                                   $   15,089       56.7  $   16,635      55.5
National                                     8,865       33.3       8,657      28.9
Political                                      105        0.4       2,604       8.7
Network compensation                         1,755        6.6       1,596       5.3
Other                                          790        3.0         507       1.7
                                          --------   --------    --------  --------

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

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

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

RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>
                                                 Three Months Ended March 31,
                                        --------------------------------------------
                                            2001                   2002
                                        ---------------------    -------------------
                                           Amount        %         Amount       %
                                        ----------   --------    ---------  --------
                                                    (dollars in thousands)
<S>                                     <C>             <C>    <C>             <C>
Total net revenue                       $   25,605      100.0  $    28,322     100.0
Operating expenses:
  Corporate expense                            787        3.1          922       3.3
  Station operating, net of                  7,323       28.6        7,811      27.6
  trade
  Selling, general and                       6,338       24.8        7,612      26.9
  administrative
  Trade and barter                           2,564       10.0        2,348       8.3
  Depreciation and amortization              8,358       32.6        6,407      22.6
  Amortization of broadcast license
</TABLE>


                                      15

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

     rights, net of barter                   2,012        7.9        1,926   6.8
                                          --------               ---------

     Operating income (loss)            $  (1,777)             $     1,296
                                          ========               =========


BROADCAST CASH FLOW

The following table sets forth certain operating data for the three months ended
March 31, 2001 and 2002:

<TABLE>
<CAPTION>
                                                                                        Three Months Ended March 31,
                                                                                      ------------------------------
                                                                                          2001             2002
                                                                                      -----------     --------------
                                                                                         Amount           Amount
                                                                                      -----------     --------------
                                                                                           (dollars in thousands)
<S>                                                                                   <C>              <C>
Net loss                                                                              $   (8,630)     $
                                                                                                           (6,525)
Add:
    Interest expense, including amortization of debt financing costs                        6,864            8,674
    Income tax provision (benefit)                                                          (223)              182
    Depreciation                                                                            2,925            3,151
    Amortization of intangibles                                                             5,432            3,256
    Amortization of broadcast rights, net of barter                                         2,012            1,926
    Other expense (income)                                                                    (3)          (1,001)

    Corporate expenses (1)                                                                    787              922
    Trade and barter expense                                                                2,565            2,348
    Network compensation payments received or receivable (2)                                1,755            2,139
    Non-recurring expenses                                                                     77              355
    Extraordinary loss                                                                        263                -
Less:
    Trade and barter revenue                                                                2,525            2,382
    Network compensation revenue                                                            1,755            1,596
    Payments for broadcast license liabilities                                              2,013            2,020
                                                                                        ---------        ---------

Broadcast cash flow                                                                   $     7,531     $      9,429
                                                                                        =========        =========

    Broadcast cash flow margin (3)                                                          32.6%            36.3%
</TABLE>

        (1) Corporate expenses represent costs associated with the centralized
            management of our stations.
        (2) Network compensation received or receivable may differ from network
            compensation revenue due to the recognition of revenue on a
            straight-line basis compared to the negotiated timing of the receipt
            of cash payments in the first four years of a seven year network
            affiliation agreement.
        (3) Broadcast cash flow margin is defined as broadcast cash flow divided
            by net broadcast revenue.

EBITDA

The following table sets forth certain operating data for the periods indicated.
Refer to the following discussion of our historical operating results,
particularly our net loss.

                                             Three Months Ended March 31,
                                          ---------------------------------
                                               2001               2002
                                          ------------       --------------
                                              Amount             Amount
                                          ------------       --------------
                                                (dollars in thousands)

Broadcast cash flow                       $      7,531       $      9,429
Less:

                                      16

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

       Corporate expenses (1)                      787                922
                                            ----------          ---------

  EBITDA                                         6,744              8,507
                                            ==========          =========

  EBITDA margin (2)                              29.2%              32.8%

             (1)    Corporate expenses represent costs associated with the
                    centralized management of our stations.
             (2)    EBITDA margin is defined as EBIDTA divided by net broadcast
                    revenue.

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

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

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

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

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

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

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

                                      17

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

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

Interest expense, including amortization of debt financing cost, for the three
months ended March 31, 2002 was $8.7 million, compared to $6.9 million for the
same period in 2001. The increase was primarily attributed to the increase in
the cost of funds as a result of the issuance of the senior subordinated notes.

In January 2001, we wrote off $0.3 in debt financing costs, net of tax effect,
as a result of refinancing our senior credit facilities.

As a result of the factors discussed above, our net loss was $6.5 million for
the three months ended March 31, 2002, compared to $8.4 million for the same
period in 2001, a decrease in net loss of $1.9 million.

Broadcast cash flow for the three months ended March 31, 2002 was $9.4 million,
compared to $7.5 million for the same period in 2001. The stations for which a
local service arrangement was initiated after January 1, 2001 accounted for a
$0.4 million increase. On a same station basis, broadcast cash flow for the
three months ended March 31, 2002 was $9.0 million, compared to $7.5 million for
the same period in 2001. Broadcast cash flow margins for the three months ended
March 31, 2002 increased to 36.3% from 32.6% for the same period in 2001. The
increase in broadcast cash flow and the broadcast cash flow margin was primarily
a result of an increase in net broadcast revenue and the effect of accelerated
cash payments under the five renewed network affiliation agreements. The margins
are directly affected by the higher revenue due to the relatively fixed nature
of operating costs at our television stations. We expect to continue having
higher margins during the even-numbered years as a result of advertising revenue
associated with the Olympic Games and political campaigns and lower margins
during the odd-numbered years without the Olympic Games and nominal political
activity.

EBITDA for the three months ended March 31, 2002 was $8.5 million, compared to
$6.7 million for the three months ended March 31, 2001, an increase of $1.8
million. Of the $1.8 million increase, approximately $0.4 million was attributed
to stations for which a local service arrangement was initiated after January 1,
2001. On a same station basis, EBITDA for the three months ended March 31, 2002
was $8.1 million, compared to $6.7 million for the three months ended March 31,
2001. EBITDA margins increased to 32.8% from 29.2% for the same period in 2001.
The increase in EBITDA and EBITDA margins was attributed to higher broadcast
cash flow partially offset by an increase in corporate expenses.

LIQUIDITY AND CAPITAL RESOURCES

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

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

                                      18

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

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

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

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

DIGITAL CONVERSION

FCC regulations required us to commence digital operations by May 1, 2002, in
addition to continuing our analog operations, unless an extension of time is
granted. We have requested an extension of time to begin digital operations at
all of our stations except WCIA and WCFN, which have met the deadline. Although
there can be no assurance that the FCC will so act, we anticipate that the FCC
will grant the extensions. We estimate the digital conversion will require an
average initial capital expenditure of $250,000 per station for low-power
transmission of a digital signal and an average additional capital expenditure
of $500,000 per station to modify the transmitter for full-power digital signal
transmission. There were no expenditures for digital conversion in 2001. We
anticipate that digital conversion expenditures will be funded through available
cash on hand and cash generated from operations.

RECENTLY ISSUED ACCOUNTING STANDARDS

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

                                      19

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

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

SFAS No.142 requires that goodwill be tested for impairment using a two-step
process. The first step is to identify a potential impairment and, in
transition, this step must be measured as of the beginning of the fiscal year.
However, a company has six months from the date of adoption to complete the
first step. We will complete that first step of the goodwill impairment test
during the second quarter of 2002. The second step of the goodwill impairment
test measures the amount of the impairment loss (measured as of the beginning of
the year of adoption), if any, and must be completed by the end of the Company's
fiscal year. Any impairment loss resulting from the transitional impairment test
of goodwill will be reflected as the cumulative effect of a change in accounting
principle as of January 1, 2002 and will require restatement of the first
quarter of 2002. We have not yet determined what effect the goodwill impairment
test will have on our earnings and financial position. During the year ended
December 31, 2001, we incurred goodwill amortization expense of $3.6 million.

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

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections," which is effective for fiscal years beginning after May 15, 2002.
SFAS 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for
gains and losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 to
require that certain lease modifications that have economic effects similar to
sale-leaseback transactions be accounted for in the same manner as
sale-leaseback transactions. SFAS No. 145 also makes technical corrections to
certain existing pronouncements that are not substantive in nature. The adoption
of SFAS No. 145 may require the reclassification of debt extinguishment costs
presented as an extraordinary item in periods prior to the adoption of the
standard.

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Nexstar Finance, L.L.C.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INTEREST RATE RISK

Our exposure to market risk for changes in interest rates relates primarily to
our long-term debt obligations. There has been no material change in the
disclosures about our sensitivities to market risks since December 31, 2001.

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

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Nexstar Finance, L.L.C.

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                                    PART II

ITEM 1. LEGAL PROCEEDINGS
       Not applicable.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
       Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
       Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       Not applicable
ITEM 5. OTHER INFORMATION
       Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
     (a) The following exhibits are filed with this report and made a part
         hereof.
         10.27     Form of Guaranty for loan to Perry A. Sook.
     (b) Reports on Form 8-K
          None.

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Nexstar Finance, L.L.C.

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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

                                    Dated: May 15, 2002

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