##### Table of Contents

---

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 fiscal quarter ended June 30, 2002



| ̈ |  | 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: 333-62916-02



---



MISSION BROADCASTING OF WICHITA FALLS, INC.

(Exact name of registrant as specified in its charter)



|Delaware                                                     |  | 51-0388022                                          
|------------------------------------------------------------ |  | ----------------------------------------------------
|(State of Organization or
Incorporation)                     |  | (IRS Employer Identification No.)                   
|409 Lackawanna Avenue Scranton, PA 18503                     |  | (570) 961-2222                                      
|(Address of Principal Executive Offices, including Zip
Code) |  | (Registrants Telephone Number, 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 it was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x No ̈



Indicate by check mark whether the Registrant is
an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes ̈No x



As of June 30, 2002, Mission Broadcasting of Wichita Falls, Inc. had one shareholder, David S. Smith. Mr. Smith had 1,000 shares of common
stock outstanding.

---



---

##### Table of Contents



TABLE OF CONTENTS



|              |  |                                                                                                                                                      |  | Page
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|PART I        |  |                                                                                                                                                      |  |     
|ITEM 1.       |  | Consolidated Financial Statements (Unaudited)                                                                                                        |  |    
|              |  | Consolidated Balance SheetsDecember 31, 2001 and June 30, 2002                                                                                      |  | 1   
|              |  | Consolidated Statements of Operations for the three months and six months ended June 30, 2001 and 2002                                               |  | 2   
|              |  | Consolidated Statements of Changes in Shareholders Deficit for the year ended December 31, 2001 and for the six months ended June 30, 2001 and 2002 |  | 3   
|              |  | Consolidated Statements of Cash Flows for the six months ended June 30, 2001 and 2002                                                                |  | 4   
|              |  | Notes to Financial Statements                                                                                                                        |  | 5   
|ITEM 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                |  | 8   
|ITEM 3.       |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                           |  | 13  
|             
|PART II       |  |                                                                                                                                                      |  |     
|ITEM 1.       |  | Legal Proceedings                                                                                                                                    |  | 14  
|ITEM 2.       |  | Changes in Securities and Use of Proceeds                                                                                                            |  | 14  
|ITEM 3.       |  | Defaults Upon Senior Securities                                                                                                                      |  | 14  
|ITEM 4.       |  | Submission of Matters to a Vote of Security Holders                                                                                                  |  | 14  
|ITEM 5.       |  | Other Information                                                                                                                                    |  | 14  
|ITEM 6.       |  | Exhibits and Reports on Form 8-K                                                                                                                     |  | 14  
|SIGNATURES    |  | 15                                                                                                                                                  
|CERTIFICATION |  | 16                                                                                                                                                  



1



---

##### Table of Contents

MISSION BROADCASTING OF WICHITA FALLS, INC.



CONSOLIDATED BALANCE SHEETS



|                                                                                                                                                     |  | December 31, 2001      |         |   | June 30, 2002 |  
|---------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ------------- | -
|                                                                                                                                                     |  | (Unaudited)            |         |   | (Unaudited)   |  
|                                                                                                                                                     |  | (dollars in thousands) |        
|Assets                                                                                                                                               |  |                        |         |   |               |  
|Current assets:                                                                                                                                      |  |                        |         |   |               |  
|Cash and cash equivalents                                                                                                                            |  | $                      | 40      |   |               | $
|Accounts receivable, net of allowance for doubtful accounts of $0 and $12,
respectively                                                              |  |                        | 118     |   |               |  
|Current portion of broadcast rights                                                                                                                  |  |                        | 325     |   |               |  
|Prepaid expenses and other current assets                                                                                                            |  |                        |        |   |               |  
|                                                                                                                                                     |  |                        |         |   |               |  
|Total current assets                                                                                                                                 |  |                        | 483     |   |               |  
|Property and equipment, net                                                                                                                          |  |                        | 1,706   |   |               |  
|Broadcast rights                                                                                                                                     |  |                        | 74      |   |               |  
|Other noncurrent assets                                                                                                                              |  |                        | 6,000   |   |               |  
|Goodwill, net                                                                                                                                        |  |                        | 3,327   |   |               |  
|Intangible assets, net                                                                                                                               |  |                        | 8,984   |   |               |  
|                                                                                                                                                     |  |                        |         |   |               |  
|Total assets                                                                                                                                         |  | $                      | 20,574  |   |               | $
|                                                                                                                                                     |  |                        |         |   |               |  
|                                                                                                                                                    
|Liabilities and Shareholders Deficit                                                                                                                |  |                        |         |   |               |  
|Current liabilities:                                                                                                                                 |  |                        |         |   |               |  
|Current portion of broadcast rights payable                                                                                                          |  | $                      | 357     |   |               | $
|Accounts payable                                                                                                                                     |  |                        | 2       |   |               |  
|Accrued expenses                                                                                                                                     |  |                        | 59      |   |               |  
|Taxes payable                                                                                                                                        |  |                        | 1       |   |               |  
|Interest payable                                                                                                                                     |  |                        | 262     |   |               |  
|Due to Nexstar Finance, L.L.C.                                                                                                                       |  |                        | 975     |   |               |  
|Deferred revenue                                                                                                                                     |  |                        |        |   |               |  
|                                                                                                                                                     |  |                        |         |   |               |  
|Total current liabilities                                                                                                                            |  |                        | 1,656   |   |               |  
|Debt                                                                                                                                                 |  |                        | 46,143  |   |               |  
|Broadcast rights payable                                                                                                                             |  |                        | 150     |   |               |  
|                                                                                                                                                     |  |                        |         |   |               |  
|Total liabilities                                                                                                                                    |  |                        | 47,949  |   |               |  
|Commitments and contingencies (Note 9)                                                                                                               |  |                        |         |   |               |  
|Shareholders deficit:                                                                                                                               |  |                        |         |   |               |  
|Common stock, $1 dollar par value; 1,000 shares authorized; 1,000 shares issued and
outstanding at December 31, 2001 and June 30, 2002, respectively |  |                        | 1       |   |               |  
|Subscription receivable                                                                                                                              |  |                        | (1      | ) |               |  
|In-substance distribution of proceeds from credit facility that are reflected in the
financial statements of each of the two issuers                 |  |                        | (18,211 | ) |               |  
|Accumulated deficit                                                                                                                                  |  |                        | (9,164  | ) |               |  
|                                                                                                                                                     |  |                        |         |   |               |  
|Total shareholders deficit                                                                                                                          |  |                        | (27,375 | ) |               |  
|                                                                                                                                                     |  |                        |         |   |               |  
|Total liabilities and shareholders deficit                                                                                                          |  | $                      | 20,574  |   |               | $
|                                                                                                                                                     |  |                        |         |   |               |  



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





1



---

##### Table of Contents



MISSION BROADCASTING OF WICHITA FALLS, INC.



CONSOLIDATED STATEMENTS OF OPERATIONS



|                                                                                                                 |  | Three Months Ended June 30, |      |   | Six Months Ended June 30, |  
|---------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ---- | - | ------------------------- | -
|                                                                                                                 |  | 2001                        |      |   | 2002                      |  
|                                                                                                                 |  | (Unaudited)                 |      |   | (Unaudited)               |  
|                                                                                                                 |  | (dollars in thousands)      |      |   | (dollars in thousands)    |  
|Broadcast revenue (excluding trade and barter)                                                                   |  | $                           |     |   |                           | $
|Less: commissions                                                                                                |  |                             |     |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|Net broadcast revenues (excluding trade and barter)                                                              |  |                             |     |   |                           |  
|Trade and barter revenue                                                                                         |  |                             | 126  |   |                           |  
|Revenue from Nexstar Finance, L.L.C.                                                                             |  |                             | 482  |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|Total net revenue                                                                                                |  |                             | 608  |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|Operating expenses:                                                                                              |  |                             |      |   |                           |  
|Direct operating expenses (exclusive of depreciation and amortization shown separately
below)                    |  |                             | 48   |   |                           |  
|Selling, general and administrative expenses (exclusive of depreciation and amortization
shown separately below) |  |                             | 50   |   |                           |  
|Selling, general and administrative expense paid to Nexstar Finance,
L.L.C.                                      |  |                             |     |   |                           |  
|Amortization of broadcast rights                                                                                 |  |                             | 191  |   |                           |  
|Amortization of intangible assets                                                                                |  |                             | 210  |   |                           |  
|Depreciation                                                                                                     |  |                             | 120  |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|Total operating expenses                                                                                         |  |                             | 619  |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|(Loss) income from operations                                                                                    |  |                             | (11  | ) |                           |  
|Interest expense, including amortization of debt financing costs                                                 |  |                             | (867 | ) |                           |  
|Interest income                                                                                                  |  |                             | 1    |   |                           |  
|Other income, net                                                                                                |  |                             | 14   |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|Loss before income taxes                                                                                         |  |                             | (863 | ) |                           |  
|Income tax expense                                                                                               |  |                             |     |   |                           |  
|                                                                                                                 |  |                             |      |   |                           |  
|Net loss                                                                                                         |  | $                           | (863 | ) |                           | $
|                                                                                                                 |  |                             |      |   |                           |  



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





2



---

##### Table of Contents



MISSION BROADCASTING OF WICHITA FALLS, INC.



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT



|                                             |  | Common Stock |  | Subscription Receivable |   |  | Accumulated Deficit |    |   | In-substance Distribution of Proceeds from Credit Facility that are
Reflected in the Financial Statements of Each of the Two Issuers |   |                        | Total Shareholders Deficit | 
|-------------------------------------------- |  | ------------ |  | ----------------------- | - |  | ------------------- | -- | - | ------------------------------------------------------------------------------------------------------------------------------------ | - | ---------------------- | --------------------------- | 
|                                             |  | Shares       |  | Par Value               |   |  |                     |   
|                                             |  |              |  |                         |   |  |                     |    |   |                                                                                                                                      |   | (dollars in thousands) |                             | 
|Balance at December 31, 2000 (Unaudited)     |  | 1,000        |  | $                       | 1 |  | $                   | (1 | ) |                                                                                                                                      | $ | (5,516                 | )                           | 
|Net loss                                     |  |             |  |                         |  |  |                     |   |   |                                                                                                                                      |   | (1,925                 | )                           | 
|In-substance contribution to equity (Note 6) |  |             |  |                         |  |  |                     |   |   |                                                                                                                                      |   |                       |                             | 
|                                             |  |              |  |                         |   |  |                     |    |   |                                                                                                                                      |   |                        |                             | 
|Balance at June 30, 2001 (Unaudited)         |  | 1,000        |  |                         | 1 |  |                     | (1 | ) |                                                                                                                                      |   | (7,441                 | )                           | 
|Net loss                                     |  |             |  |                         |  |  |                     |   |   |                                                                                                                                      |   | (1,723                 | )                           | 
|In-substance contribution to equity (Note 6) |  |             |  |                         |  |  |                     |   |   |                                                                                                                                      |   |                       |                             | 
|                                             |  |              |  |                         |   |  |                     |    |   |                                                                                                                                      |   |                        |                             | 
|Balance at December 31, 2001 (Unaudited)     |  | 1,000        |  |                         | 1 |  |                     | (1 | ) |                                                                                                                                      |   | (9,164                 | )                           | 
|Net loss                                     |  |             |  |                         |  |  |                     |   |   |                                                                                                                                      |   | (945                   | )                           | 
|In-substance contribution to equity (Note 6) |  |             |  |                         |  |  |                     |   |   |                                                                                                                                      |   |                       |                             | 
|                                             |  |              |  |                         |   |  |                     |    |   |                                                                                                                                      |   |                        |                             | 
|Balance at June 30, 2002 (Unaudited)         |  | 1,000        |  | $                       | 1 |  | $                   | (1 | ) |                                                                                                                                      | $ | (10,109                | )                           | 
|                                             |  |              |  |                         |   |  |                     |    |   |                                                                                                                                      |   |                        |                             | 



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



3



---

##### Table of Contents

MISSION BROADCASTING OF WICHITA FALLS, INC.



CONSOLIDATED STATEMENTS OF CASH FLOWS



|                                                                                                                                                    |  | Six Months Ended June 30, |        
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | -------
|                                                                                                                                                    |  | 2001                      |        
|                                                                                                                                                    |  | (Unaudited)               |        
|                                                                                                                                                    |  | (dollars in thousands)    |        
|Cash flows from operating activities:                                                                                                               |  |                           |        
|Net loss                                                                                                                                            |  | $                         | (1,925 
|Adjustments to reconcile net loss to net cash provided by operating
activities:                                                                     |  |                           |        
|Depreciation of property and equipment                                                                                                              |  |                           | 239    
|Amortization of intangible assets                                                                                                                   |  |                           | 420    
|Amortization of debt financing costs                                                                                                                |  |                           | 218    
|Amortization of broadcast rights, excluding barter                                                                                                  |  |                           | 148    
|Payments for broadcast rights                                                                                                                       |  |                           | (318   
|In-substance contribution of proceeds from credit facility that are reflected in the
financial statements of each of the two issuers                |  |                           | 1,065  
|Changes in assets and liabilities:                                                                                                                  |  |                           |        
|Decrease (increase) in accounts receivable                                                                                                          |  |                           | 2      
|Decrease (increase) in prepaid expenses and other current assets                                                                                    |  |                           | 8      
|(Decrease) increase in accounts payable and accrued expenses                                                                                        |  |                           | (17    
|Increase (decrease) in interest payable                                                                                                             |  |                           | 35     
|Increase in current taxes payable                                                                                                                   |  |                           |       
|Increase in deferred revenue                                                                                                                        |  |                           | 10     
|Increase in amounts due to Nexstar Finance, L.L.C.                                                                                                  |  |                           | 631    
|                                                                                                                                                    |  |                           |        
|Net cash provided by operating activities                                                                                                           |  |                           | 516    
|                                                                                                                                                    |  |                           |        
|                                                                                                                                                   
|Cash flows from investing activities:                                                                                                               |  |                           |        
|Additions to property and equipment                                                                                                                 |  |                           |       
|Acquisition of broadcast properties and related transaction costs                                                                                   |  |                           |       
|                                                                                                                                                    |  |                           |        
|Net cash used for investing activities                                                                                                              |  |                           |       
|                                                                                                                                                    |  |                           |        
|                                                                                                                                                   
|Cash flows from financing activities:                                                                                                               |  |                           |        
|Proceeds from debt issuance                                                                                                                         |  |                           | 32,512 
|Repayment of loans                                                                                                                                  |  |                           | (32,076
|Payments for debt financing costs                                                                                                                   |  |                           | (1,024 
|                                                                                                                                                    |  |                           |        
|Net cash used for financing activities                                                                                                              |  |                           | (588   
|                                                                                                                                                    |  |                           |        
|Net increase (decrease) in cash and cash equivalents                                                                                                |  |                           | (72    
|Cash and cash equivalents at beginning of year                                                                                                      |  |                           | 76     
|                                                                                                                                                    |  |                           |        
|Cash and cash equivalents at end of period                                                                                                          |  | $                         | 4      
|                                                                                                                                                    |  |                           |        
|                                                                                                                                                   
|Noncash financing activities:                                                                                                                       |  |                           |        
|In-substance (distribution) contribution of proceeds from credit facility that are
reflected in the financial statements of each of the two issuers |  | $                         | (315   
|                                                                                                                                                    |  |                           |        



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



4



---

##### Table of Contents



MISSION BROADCASTING OF WICHITA FALLS, INC.



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Organization and Business Operations



Mission Broadcasting of Wichita Falls, Inc. (the Company) was formed in 1998. The Company commenced operations on June 1, 1999 with its acquisition of two television stations. The Company currently owns KJTL, a Fox
affiliated station, and KJBO-LP, a low-power UPN affiliated station. Through a shared services agreement and a joint sales agreement with a subsidiary of Nexstar Finance, L.L.C. (Nexstar), KJTL and KJBO-LP are provided with various
management, sales and other services. In December 2001, Mission Broadcasting of Joplin, Inc., a wholly-owned subsidiary of the Company (collectively, Mission) entered into a time brokerage agreement with GOCOM Broadcasting of Joplin,
L.L.C. to provide certain programming to and sell the advertising time of KODE, the ABC affiliate in Joplin, Missouri, pending the acquisition of the stations assets, which closed on September 30, 2002. The purchase price of the assets was
$14.0 million and was financed under the Companys senior credit facility.



In addition to providing Mission with certain services, Nexstar guarantees the debt of the Company. The Company guarantees certain indebtedness of Nexstar (See Note 6 and Note 9).



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



As a result of the service arrangements, the debt guarantees and the option agreements, Nexstar is deemed to have a controlling financial
interest in the Company under U.S. generally accepted accounting principles (US GAAP) while complying with the FCCs rules regarding ownership limits in television markets. The Company retains ultimate control over each station.
Such control includes, but is not limited to, retaining control over policies, programming, advertisements and operations of the stations.



2. Summary of Significant Accounting Policies



Basis of Presentation



The consolidated financial statements as of June 30, 2002 and for the three and six months ended June 30, 2002 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 US GAAP and pursuant
to the rules and regulations of the Securities and Exchange Commission. The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. Results of operations for interim periods are not necessarily
indicative of results for the full year. The financial statements should be read in conjunction with the financial statements and related notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2001. The
balance sheet at December 31, 2001 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.



Goodwill and Other Intangible Assets



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



SFAS No. 142 requires that goodwill be tested for impairment using a two-step process. The first step is to identify a potential
impairment by comparing the fair value of a station with its carrying amount 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 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. The Company
completed the first step of the impairment test during the quarter ended June 30, 2002 using the discounted cash flow method to estimate the fair value of the Companys stations. The valuation assumptions used in the discounted cash flow model
reflected future operating results and cash flow based on our business plan. The test resulted in no impairment being identified. During the year ended December 31, 2001, the Company incurred goodwill amortization expense of $0.3 million.



FCC licenses have been tested for impairment using a one-step
process, which compares the fair value to the carrying amount of the asset on a station by station basis as of January 1, 2002. The fair value of each station was determined using the discounted cash flow valuation method that excludes network
compensation payments, assuming a hypothetical startup whose only asset is the FCC license. The test resulted in no impairment being identified.



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



|                                                           |  | Three Months Ended June 30, |      |   | Six Months Ended June 30, |  
|---------------------------------------------------------- |  | --------------------------- | ---- | - | ------------------------- | -
|                                                           |  | 2001                        |      |   | 2002                      |  
|                                                           |  | (Unaudited)                 |      |   | (Unaudited)               |  
|                                                           |  | (dollars in thousands)      |     
|Net loss                                                   |  | $                           | (863 | ) |                           | $
|Add:                                                       |  |                             |      |   |                           |  
|Goodwill amortization, net of tax                          |  |                             | 65   |   |                           |  
|Indefinite-lived intangible asset amortization, net of tax |  |                             | 41   |   |                           |  
|                                                           |  |                             |      |   |                           |  
|Net loss-as adjusted                                       |  | $                           | (757 | ) |                           | $
|                                                           |  |                             |      |   |                           |  



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 consolidated financial statements.



3. Related Party Transactions



The Company is a party to a management agreement with its shareholder, David S. Smith. The Company recognized $45 thousand in expense for
the six months ended June 30, 2002 and $22 thousand expense for the six months ended June 30, 2001.



The Company also has various agreements in place with Nexstar for management, sales and other services. The impact of those various
agreements is noted on the face of the consolidated financial statements.



4. Time Brokerage Agreement



In 2001, the Company had the following arrangement:



The KODE Arrangement



On December 31, 2001, Mission Broadcasting of Joplin, Inc. entered into a time brokerage agreement (TBA) with GOCOM Broadcasting of Joplin, L.L.C., the current owner of KODE. In September 2002, Mission Broadcasting of
Joplin, Inc. purchased substantially all of the assets of the station for $14.0 million. Pursuant to the terms of the purchase agreement, Mission Broadcasting of Joplin, Inc. has made a down payment of $6.0 million against the purchase price, which
is included in other noncurrent assets on



5



---

##### Table of Contents

the balance sheet. Mission Broadcasting of Joplin, Inc. made TBA payments of $35 thousand per month to
GOCOM Broadcasting of Joplin, L.L.C. through September 2002.



Mission entered into a shared services agreement (SSA) with KSNF, a Nexstar-owned station in Joplin, Missouri, on April 1, 2002. As a result of the SSA with KSNF and the purchase of KODE, Mission was able to reduce
overhead costs associated with operations at KODE. Based on the expectation of the cost reductions through the SSA, Mission purchased KODE for an amount which resulted in the recognition of $0.4 million of goodwill.



5. Intangible Assets and Goodwill



|                                                   |  | Estimateduseful life(years) |  | December 31, 2001      |        |   | June 30, 2002 |  
|-------------------------------------------------- |  | --------------------------- |  | ---------------------- | ------ | - | ------------- | -
|                                                   |  |                             |  | (Unaudited)            |       
|                                                   |  |                             |  | (dollars in thousands) |       
|Network affiliation agreements                     |  | 15                          |  | $                      | 5,503  |   |               | $
|FCC licenses                                       |  | indefinite                  |  |                        | 2,495  |   |               |  
|Debt financing costs                               |  | term of debt                |  |                        | 1,473  |   |               |  
|Other intangible assets                            |  | 1-15                        |  |                        | 1,250  |   |               |  
|                                                   |  |                             |  |                        |        |   |               |  
|                                                   |  |                             |  |                        | 10,721 |   |               |  
|Less: accumulated amortization                     |  |                             |  |                        | (1,737 | ) |               |  
|                                                   |  |                             |  |                        |        |   |               |  
|Intangible assets, net of accumulated amortization |  |                             |  | $                      | 8,984  |   |               | $
|                                                   |  |                             |  |                        |        |   |               |  
|Goodwill                                           |  | indefinite                  |  |                        | 3,327  |   |               |  
|                                                   |  |                             |  |                        |        |   |               |  
|Intangible assets and goodwill                     |  |                             |  | $                      | 12,311 |   |               | $
|                                                   |  |                             |  |                        |        |   |               |  



Total
amortization expense from definite-lived intangible assets (excluding debt financing costs) for the year ended December 31, 2001 and six months ended June 30, 2002 was $0.5 million and $0.2 million, respectively. The carrying value of
indefinite-lived intangible assets, excluding goodwill, at December 31, 2001 and June 30, 2002 was $2.1 million. The following table presents the Companys estimate of amortization expense for each of the five succeeding fiscal years for
definite-lived intangible assets, including debt financing costs, recorded as of December 31, 2001: (dollars in thousands)



|Year ending December 31, |  |         
|------------------------ |  | --------
|2002                     |  | $    520
|2003                     |  | 520     
|2004                     |  | 520     
|2005                     |  | 511     
|2006                     |  | 511     



6. Debt



Long-term debt consists of the following:



|                             |  | December 31, 2001      |        | June 30, 2002
|---------------------------- |  | ---------------------- | ------ | -------------
|                             |  | (Unaudited)           
|                             |  | (dollars in thousands)
|Revolving credit facility(1) |  | $                      | 46,143 |              

---

|(1) |  | The indebtedness includes borrowings by Bastet Broadcasting, Inc., an affiliated company and a co-borrower of the facility.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------



The Bastet/Mission Senior Secured Credit Facility



On January 12, 2001, the Company and Bastet Broadcasting,
Inc., an affiliated company owned 100% by David S. Smith, 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 the Company and
Bastet Broadcasting, Inc. not to exceed the aggregate commitment of $43.0 million.



On November 14, 2001, the Bastet/Mission credit facility was amended to increase the revolving facility to $58.0 million and to include Mission Broadcasting of Joplin, Inc. as
a borrower. Each party is jointly and severally liable for the outstanding amount of the loan. Nexstar is a guarantor of the Bastet/Mission credit facility. Interest rates associated with the Bastet/Mission credit facility are based, at the option
of both the borrowers, on the prevailing prime rate plus an applicable margin or the LIBOR rate plus an applicable margin, as defined (ranging from 5.34% to 5.38% at June 30, 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 borrowers 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, the borrowers are required to pay quarterly commitment fees based on the combined leverage ratio of Nexstar and all parties to the Bastet/Mission credit agreement 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.



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



The parties to the Bastet/Mission credit facility guarantee the senior credit facilities of Nexstar, which have a maximum commitment of $149.0 million. As of June 30, 2002, $81.8 million was outstanding under Nexstars senior
credit facilities. Nexstar and the parties to the Mission/Bastet credit facility were in compliance with all covenants as of June 30, 2002.



As described above, the Company and Bastet Broadcasting, Inc. (collectively, the Affiliates),
each of which have 100% common ownership, are parties to the Mission/Bastet credit facility. The indebtedness, deferred financing costs and associated interest expense are reflected in the Companys financial statements since each of the
Affiliates is jointly and severally liable for this debt. Proceeds from or payments on borrowings are reflected as in-substance distributions or contributions in shareholders



6



---

##### Table of Contents

deficit. The Company has accrued interest on the outstanding balance of the indebtedness. When one of the other borrowers makes an interest
payment, the Company reduces accrued interest payable and records an in-substance contribution to equity.



Debt Financing Costs



In conjunction with the refinancing of the credit facility during 2001, the Company expensed $0.2 million, related to certain debt financing costs. The amount, net of tax effect, is included in
interest expense pursuant to the adoption of SFAS No. 145.



7.
Common Stock



The Company is 100% owned and
controlled by one shareholder, David S. Smith. As of June 30, 2002, the Company has authorized 1,000 shares of common stock. There are 1,000 shares of stock outstanding with a $1 dollar par value per share. Each share of common stock is entitled to
one vote. The holders of common stock are also entitled to receive dividends when and if declared by the Board of Directors, subject to the preferential right of holders of then outstanding preferred stock.



8. Income Taxes



The Company incurred income tax expense of $135 thousand and
$57 thousand for the six months and three months ended June 30, 2002, respectively. The Company incurred no income tax expense for the same 2001 period.



9. 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.



Guarantor of Senior Subordinated Notes



The Company is a guarantor of Nexstars $160.0 million 12.0% Senior Subordinated Notes (the Notes). The Notes mature on
April 1, 2008. Interest is payable every six months in arrears on April 1 and October 1. The Notes are general unsecured senior subordinated obligations, subordinated to all of the Companys and Nexstars senior debt.



10. Recently Issued Accounting Standards



In July 2001, the FASB issued SFAS No. 141, Business
Combinations, which prospectively prohibits the pooling of interest method of accounting for business combinations initiated after June 30, 2001.



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 (SFAS No. 145), which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for gains and losses from extinguishment
of debt. SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions. SFAS No. 145 also makes
technical corrections to certain existing pronouncements that are not substantive in nature. Mission adopted SFAS No. 145 for the year ended December 31, 2002 and as a result has reclassified $0.2 million of extraordinary loss from refinancing of
credit facility to interest expose for the year ended December 31, 2001.



In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which was 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 adoption of SFAS No. 144 did
not have a material impact on our financial statements.



11.    Subsequent Events



Mission Broadcasting, Inc., formerly known as Mission Broadcasting of Wichita Falls, Inc. completed a merger with Bastet Broadcasting, Inc. (Bastet) on September 30, 2002. Bastet and Mission were separate
entities, 100% owned by the same third party at the beginning of fiscal year 2002 and during fiscal year 2001 and 2000.



On December 13, 2002, Mission entered into a local marketing agreement with a subsidiary of LIN Television Corporation, the current owner
of KRBC and KACB which are located in Abilene and San Angelo, Texas, pending the sale of the stations to Mission. The local marketing agreement commenced on January 1, 2003. Following FCC consent to the transaction, Mission will purchase
substantially all of the assets of the stations for $10.0 million. Pursuant to the terms of the purchase agreement, Mission made a down payment of $1.5 million against the purchase price in December 2002, which has been included in noncurrent assets
as of December 31, 2002.



On February 13, 2003, Mission and Nexstar obtained new senior credit facilities. The facilities consist of a $185.0 million term loan (Nexstar $130.0 million and Mission $55.0 million)
and an $80.0 million revolver (Nexstar $50.0 million and Mission $30.0 million). Mission used the proceeds from its facility to refinance its existing senior credit facility, pay related debt financing costs and provide additional working capital.
Financial covenants under the new senior credit facilities include a consolidated total leverage ratio of 7.25 times the last twelve months operating cash flow (as defined in the credit agreement) through March 30, 2004, a consolidated senior
leverage ratio of 4.25 times the last twelve months operating cash through June 29, 2004 and a consolidated fixed charge coverage ratio of 1.10 to 1.00 through September 29, 2004. The term loans amortize at 1% annually in years 2004 through 2009,
with the remaining 94% due in 2010. The outstanding principal amount on the revolving loans mature on December 31, 2009. As of May 9, 2003, Mission had drawn $3.1 million on its revolver. The refinancing of the existing senior credit facility
resulted in a write-off for Mission, during the first quarter of 2003, of $1.1 million of debt financing costs that were capitalized at December 31, 2002.



On May 8, 2003, Mission entered into a TBA with Bahakel Communications relating to WBAK and simultaneously entered into a purchase and
sale agreement to acquire substantially all of the assets of WBAK, the Fox affiliate in Terre Haute, Indiana for $3.0 million. The TBA commenced on May 9, 2003. Pursuant to the terms of the TBA, Mission made a down payment of $1.5 million against
the purchase price, which was funded from Missions senior credit facilities. Additionally, Mission entered into an SSA with Nexstar, effective May 9, 2003, whereby Nexstar-owned WTWO will provide certain services to WBAK including production,
technical maintenance and security, among other services. Mission also entered into a JSA, effective May 9, 2003, whereby Nexstar-owned WTWO will purchase all the advertising time on WBAK and retain the advertising revenue in return for payments to
Mission of $100,000 thousand per month, subject to adjustment to assure that each payment equals Missions actual operating costs plus $10,000 thousand per month.



7



---

##### Table of Contents



Item 2. 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 financial statements for the three months and the
six months ended June 30, 2001 and 2002 and related notes included elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 broadcasting 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 Quarterly Report on Form 10-Q and in our other filings with the Securities and Exchange Commission. The
forward-looking statements made in this Quarterly Report on Form 10-Q are made only as of the date hereof and we do not have or undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances
unless otherwise required by law.



Introduction



The broadcast 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 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.



Revenue from Nexstar Finance, L.L.C. is comprised primarily of
reimbursements and payments received from Nexstar pursuant to a joint sales agreement. Our primary operating expenses include technical and programming expenses.



Each of our stations has a network affiliation agreement pursuant to which the network provides programming
to the station during various time periods of the day. Each station purchases licenses to broadcast programming in non-news time periods during the remainder of the day. The licenses 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.



Our acquisitions and other arrangements during each of the periods ended June 30, 2002 and 2001 affect the year-to-year comparability of the operating results discussed below.



Recent Developments



Acquisitions and Station Agreements



We entered into a time brokerage agreement with GOCOM
Broadcasting of Joplin, L.L.C. in December 2001 with regard to KODE pending the acquisition of the stations assets, which closed on September 30, 2002. The purchase price of the assets was $14.0 million and was financed under our senior credit
facility. Pursuant to the terms of the purchase agreement, we made a down payment of $6.0 million against the purchase price of KODE, which is reflected in other assets in the consolidated financial statements.



Mission entered into an SSA with KSNF, a Nexstar-owned station
in Joplin, Missouri, on April 1, 2002. As a result of the SSA with KSNF and the purchase of KODE, Mission was able to reduce overhead costs associated with operations at KODE. Based on the expectation of the cost reductions through the SSA, Mission
purchased KODE for an amount which resulted in the recognition of $0.4 million of goodwill. Mission obtained third-party valuations of certain acquired intangible assets.



We own KJTL and KJBO-LP. We have entered into a shared services agreement with a subsidiary of Nexstar, which
allows the sharing of services including news production, technical maintenance and security. Through a joint sales agreement, we allow Nexstar to sell and receive the revenues from the advertising time of KJTL and KJBO-LP in return for monthly
payments to us.



In addition to receiving certain
services from Nexstar, Nexstar also guarantees our debt. The Company is a guarantor of the senior credit facility entered into by and the senior subordinated notes issued by Nexstar.



Our shareholder, David S. Smith, has granted Nexstar purchase options, which
were amended on October 18, 2002, on each station to acquire its assets and liabilities for consideration equal to the greater of (1) seven times the stations broadcast cash flow



8



---

##### Table of Contents

less the amount of indebtedness as defined in the option agreement or (2) the amount of indebtedness. These option agreements are freely
exercisable or assignable by Nexstar, without the consent or approval by David S. Smith.



Historical Performance



Revenue



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



|                                                     |  | Three Months Ended June 30,       |     | Six Months Ended June 30,         
|---------------------------------------------------- |  | --------------------------------- | --- | ----------------------------------
|                                                     |  | 2001                              |     | 2002                              
|                                                     |  | Amount                            |     | %                                 
|                                                     |  | (Unaudited)(dollars in thousands) |     | (Unaudited) (dollars in thousands)
|Local                                                |  | $                                 |    |                                   
|National                                             |  |                                   |    |                                   
|Political                                            |  |                                   |    |                                   
|Network compensation                                 |  |                                   |    |                                   
|Other                                                |  |                                   |    |                                   
|                                                     |  |                                   |     |                                   
|Total gross revenue                                  |  |                                   |    |                                   
|Less: Agency and national representative commissions |  |                                   |    |                                   
|                                                     |  |                                   |     |                                   
|Net broadcast revenue                                |  |                                   |    |                                   
|Trade and barter revenue                             |  |                                   | 126 |                                   
|Revenue from Nexstar Finance, L.L.C.                 |  |                                   | 482 |                                   
|                                                     |  |                                   |     |                                   
|Total net revenue                                    |  | $                                 | 608 |                                   
|                                                     |  |                                   |     |                                   



Results of Operations



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



|                                                                            |  | Three Months Ended June 30, |     | Six Months Ended June 30,
|--------------------------------------------------------------------------- |  | --------------------------- | --- | -------------------------
|                                                                            |  | 2001                        |     | 2002                     
|                                                                            |  | Amount                      |     |                          
|                                                                            |  | (Unaudited)                 |     | (Unaudited)              
|                                                                            |  | (dollars in thousands)      |     | (dollars in thousands)   
|Total net revenue                                                           |  | $                           | 608 |                          
|Operating expenses:                                                         |  |                             |     |                          
|Direct operating expense, net of trade                                      |  |                             | 48  |                          
|Selling, general and administrative expense                                 |  |                             | 50  |                          
|Selling, general and administrative expense paid to Nexstar Finance,
L.L.C. |  |                             |    |                          
|Trade and barter expense                                                    |  |                             | 126 |                          
|Depreciation and amortization                                               |  |                             | 330 |                          
|Amortization of broadcast rights, excluding barter                          |  |                             | 65  |                          
|                                                                            |  |                             |     |                          
|(Loss) income from operations                                               |  | $                           | (11 | )                        
|                                                                            |  |                             |     |                          



Three
Months Ended June 30, 2002 Compared to Three Months Ended June 30, 2001.



Net revenue for the three months ended June 30, 2002 was $1.8 million, an increase of $1.2 million, compared to $0.6 million for the three months ended June 30, 2001. This increase was
attributable to the net broadcast revenue generated by KODE under the time brokerage agreement.



Direct operating expenses and selling, general and administrative expenses for the three months ended June 30, 2002 were $1.1 million compared to $0.1
million in the prior year. The higher expenses were attributable to the addition of station KODE, and the initiation of the shared services contractual fee payable to Nexstar.



Amortization of broadcast rights, excluding barter, for the three months
ended June 30, 2002 was $29 thousand compared to $65 thousand in the prior year. Depreciation of property and equipment and amortization of intangible assets was $0.2 million for the three months ended June 30, 2002, compared with $0.3 million for
the comparable period in 2001, a decrease of $0.1 million, with the decrease attributable to the company ceasing amortization of indefinite lived intangible assets, including goodwill.



9



---

##### Table of Contents



Income from
operations for the three months ended June 30, 2002 was $0.3 million as compared to a loss from operations of $11 thousand for the three months ended June 30, 2001, an improvement of $0.3 million. The improvement was primarily attributable to
increased revenues from KODE, offset by increased operating expenses from KODE.



Interest expense, including amortization of debt financing costs, for the three months ended June 30, 2002 was $0.7 million, compared to $0.9 million for the same period in 2001, a decrease of $0.2
million. The decrease was primarily attributable to a decrease in the cost of funds.



As a result of the factors discussed above, our net loss was $0.5 million for the three months ended June 30, 2002, compared to a net loss of $0.9 million for the same period in 2001, a decrease in net
loss of $0.4 million.



Six Months Ended June
30, 2002 Compared to Six Months Ended June 30, 2001



Net revenue for the six months ended June 30, 2002 was $3.4 million, an increase of $2.1 million, compared to $1.3 million for the six months ended June 30, 2001. This increase was attributable to the net broadcast revenues generated
by KODE under the time brokerage agreement.



Direct operating expenses and selling, general and administrative expenses for the six months ended June 30, 2002 were $2.0 million, compared to $0.2 million in the prior year. The higher expenses were attributable to the
addition of station KODE, and the initiation of the shared services contractual fee payable to Nexstar.



Amortization of broadcast rights, excluding barter, for the six months ended June 30, 2002 was $0.1 million, consistent with the six
months ended June 30, 2001. Depreciation of property and equipment and amortization of intangible assets was $0.5 million for the six months ended June 30, 2002, compared to $0.7 million for the six months ended June 30, 2001. The decrease was
attributed to the Company ceasing amortization of indefinite-lived intangible assets, including goodwill, coupled with the full amortization of certain short-lived intangible assets.



Income from operations for the six months ended June 30, 2002 was $0.6 million as compared to income from
operations of $39 thousand for the six months ended June 30, 2001. The improvement from operations was primarily attributable to increased revenues associated with KODE, offset by increased operating expenses from KODE.



Interest expense, including amortization of debt financing
costs, for the six months ended June 30, 2002 was $1.5 million, compared to $2.0 million for the same period in 2001, a decrease of $0.5 million. The decrease was primarily attributable to a decrease in the cost of funds and in January 2001, we
wrote off $0.2 million in debt financing costs, net of tax effect, as a result of refinancing our credit facility, with the $0.2 million included in 2001 interest expense.



As a result of the factors discussed above, our net loss was $1.0 million for the six months ended June 30,
2002 compared to $1.9 million for the same period in 2001, a decrease in net loss of $0.8 million.



Liquidity and Capital Resources



As of June 30, 2002, cash and cash equivalents were $99 thousand compared to $4 thousand as of June 30, 2002.



Our primary sources of liquidity are cash flows from operating activities, including the timing of our payments to Nexstar, and the senior
credit facility. Cash flows provided by operating activities were $0.2 million for the six months ended June 30, 2002, as compared to cash flows provided by operating activities of $0.5 million for the six months ended June 30, 2001.



Cash used for investing activities for the six months ended
June 30, 2002 was $0.1 million. No cash was used for investing activities for the six months ended June 30, 2001.



Cash used for financing activities was $0.6 million for the six months ended June 30, 2001. The change in cash flows from financing
activities for the six months ended June 30, 2001 was the result of borrowings under the new senior credit facility of $32.5 million less the payment of related debt financing costs and the repayment of the existing senior credit facility. There was
no cash flow for financing activities for the six months ended June 30, 2002.



10



---

##### Table of Contents



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, availability under our credit facility, and continuation of the various service arrangements between Mission and Nexstar, should result in our
having adequate cash resources to meet our debt service and other financial obligations for at least the next twelve months.



Senior Credit Facility



On January 12, 2001, we entered into a senior secured credit facility with a group of commercial banks. The terms of the credit agreement
governing the facility provide for a revolving credit facility in the amount of $43.0 million. We share the credit facility with Bastet Broadcasting, Inc., an affiliated company that is also 100% owned by David S. Smith. Interest rates associated
with our credit facility are based, at our option, on the prevailing prime rate plus an applicable margin or LIBOR 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.



On November 14, 2001, the credit facility was
amended to increase the revolving facility to $58.0 million and to include Mission Broadcasting of Joplin, Inc. as a borrower. Each party is jointly and severally liable for the outstanding amount of the loan. Nexstar is a guarantor of the
agreement. Interest rates associated with our credit facility are based, at the option of both the borrowers, on the prevailing prime rate plus an applicable margin or the LIBOR rate plus an applicable margin, as defined (ranging from 5.34% to 5.38%
at June 30, 2002). Interest is fixed for a period ranging from one month to twelve months, depending on availability of the interest basis selected, except if the borrowers 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, the borrowers are required to pay quarterly commitment fees based on the combined leverage ratio of Nexstar
and all parties to our credit agreement for that particular quarter on the unused portion of our credit facility loan commitment. Our credit facility is due and payable on the maturity date, January 12, 2007.



In addition, we are required to pay quarterly commitment fees
on the unused portion of the revolving commitments based on the consolidated total leverage ratio of Nexstar, Bastet Broadcasting, Inc. and Mission for that particular quarter. The revolving facility is non-reducing and due and payable on January
12, 2007. The senior credit facility contains 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 were in
compliance with all covenants contained in the credit agreement governing our senior credit facility at June 30, 2002.



We guarantee the senior credit facilities of Nexstar and Nexstar guarantees our debt. As of June 30, 2002, $81.8 million was outstanding
on the Nexstar credit facilities, which have a maximum commitment of $149.0 million. Nexstar was in compliance with its covenants at June 30, 2002.



Guarantor of Senior Subordinated Notes



We are a guarantor of Nexstars $160.0 million 12% Senior Subordinated Notes (the Notes). The Notes mature on April 1,
2008. Interest is payable every six months in arrears on April 1 and October 1. The Notes are general unsecured senior subordinated obligations, subordinated to all of our and Nexstars senior debt.



Digital Conversion



FCC regulations required us to commence digital operations by
May 1, 2002, in addition to continuing our analog operations, unless an extension of time was granted. We received an extension of time to begin digital operations at KJTL and KODE until July 7, 2003. We estimate the digital conversion will require
an average initial capital investment of $0.2 million per station for low-power transmission of digital signal programming and an average additional capital expenditure of $0.7 million per station for full-power transmission modifications. There
were no expenditures for digital conversion for the six months ended June 30, 2002. We anticipate that digital expenditures will be funded through available cash on hand and cash generated from operations.



Off-Balance Sheet Arrangements



At June 30, 2002 and 2001, we did not have any relationships
with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other
contractually narrow or limited purposes. We are, therefore, not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.



11



---

##### Table of Contents



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 ceased on December 31, 2001. Any goodwill and FCC licenses resulting from acquisitions
completed after June 30, 2001 are not 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 circumstances change which would reduce
the fair value of a reporting unit below its carrying value. We tested our goodwill and FCC licenses for impairment under the new standard during 2002, which resulted in no impairment.



In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
which was 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 adoption of SFAS No. 144 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 (SFAS No. 145), which is effective for fiscal years beginning after May 15, 2002. SFAS No. 145 rescinds SFAS No. 4 and SFAS No. 64, which addressed the accounting for gains and
losses from extinguishment of debt. SFAS No. 145 amends SFAS No. 13 to require that certain lease modifications that have economic effects similar to sale-leaseback transactions be accounted for in the same manner as sale-leaseback transactions.
SFAS No. 145 also makes technical corrections to certain existing pronouncements that are not substantive in nature. Mission adopted SFAS No. 145 for the year ended December 31, 2002 and as a result has reclassified $0.2 million of extraordinary
loss from refinancing of credit facility to interest expense for the year ended December 31, 2001.



Subsequent Events



Mission Broadcasting, Inc., formerly known as Mission Broadcasting of Wichita Falls, Inc. completed a merger with Bastet Broadcasting, Inc. (Bastet) on September 30, 2002. Bastet and Mission were separate
entities, 100% owned by the same third party at the beginning of fiscal year 2002 and during fiscal year 2001 and 2000.



On April 1, 2002, Mission entered into an SSA with KSNF, a Nexstar-owned station in the Joplin, Missouri market, to provide certain
services to KODE. As a result of the SSA with KSNF and the purchase of KODE, Mission was able to reduce overhead costs associated with operations at KODE. Based on the expectation of the cost reductions through the SSA, Mission purchased KODE for an
amount which resulted in the recognition of $0.4 million of goodwill, excluding transaction costs. Mission obtained third-party valuations of certain acquired intangible assets.



On December 13, 2002, Mission entered into a local marketing agreement with a subsidiary of LIN Television
Corporation, the current owner of KRBC and KACB which are located in Abilene and San Angelo, Texas, pending the sale of the stations to Mission. The local marketing agreement commenced on January 1, 2003. Following FCC consent to the transaction,
Mission will purchase substantially all of the assets of the stations for $10.0 million. Pursuant to the terms of the purchase agreement, Mission made a down payment of $1.5 million against the purchase price in December 2002, which has been
included in noncurrent assets as of December 31, 2002.



On February 13, 2003, Mission and Nexstar obtained new senior credit facilities. The facilities consist of a $185.0 million term loan (Nexstar $130.0 million and Mission $55.0 million)
and an $80.0 million revolver (Nexstar $50.0 million and Mission $30.0 million). Mission used the proceeds from its facility to refinance its existing senior credit facility, pay related debt financing costs and provide additional working capital.
Financial covenants under the new senior credit facilities include a consolidated total leverage ratio of 7.25 times the last twelve months operating cash flow (as defined in the credit agreement) through March 30, 2004, a consolidated senior
leverage ratio of 4.25 times the last twelve months operating cash through June 29, 2004 and a consolidated fixed charge coverage ratio of 1.10 to 1.00 through September 29, 2004. The term loans amortize at 1% annually in years 2004 through 2009,
with the remaining 94% due in 2010. The outstanding principal amount on the revolving loans mature on December 31, 2009. As of May 9, 2003, Mission had drawn $3.1 million on its revolver. The refinancing of the existing senior credit facility
resulted in the write-off for Mission, during the first quarter of 2003, of $1.1 million of debt financing costs that were capitalized at December 31, 2002.



On May 8, 2003, Mission entered into a TBA with Bahakel Communications relating to WBAK and simultaneously
entered into a purchase and sale agreement to acquire substantially all of the assets of WBAK, the Fox affiliate in Terre Haute, Indiana for $3.0 million. The TBA commenced on May 9, 2003. Pursuant to the terms of the TBA, Mission made a down
payment of $1.5 million against the purchase price, which was funded from Missions senior credit facilities. Additionally, Mission entered into an SSA with Nexstar, effective May 9, 2003, whereby Nexstar-owned WTWO will provide certain
services to WBAK including production, technical maintenance and security, among other services. Mission also entered into a JSA, effective May 9, 2003, whereby Nexstar-owned WTWO will purchase all the advertising time on WBAK and retain the
advertising revenue in return for payments to Mission of $100,000 thousand per month, subject to adjustment to assure that each payment equals Missions actual operating costs plus $10,000 thousand per month.





12



---

##### Table of Contents



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 June 30, 2002 under our senior secured credit facility bear interest at the base rate, or LIBOR, plus the applicable
margin, as defined (ranging from 5.34% to 5.38% at June 30, 2002). Interest is payable in accordance with the credit agreements.



The following table estimates the changes to cash flow from operations if interest rates were to fluctuate by 100 or 50 basis points, or
bps (where 100 basis points represents one percentage point), for a twelve-month time period.



|                          |  | Interest rate decrease |       | No change to interest rate |   | Interest rate increase
|------------------------- |  | ---------------------- | ----- | -------------------------- | - | ----------------------
|                          |  | 100 BPS                |       | 50 BPS                     |   |                       
|                          |  | (dollars in thousands)
|Senior credit facility(1) |  | $                      | 2,015 |                            | $ | 2,245                 



(1)
Includes the impact of the indebtedness of Bastet Broadcasting, Inc.



Impact of Inflation



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



13



---

##### Table of Contents



PART II



Item 1. Legal Proceedings



None.



Item 2. Changes in Securities and Use of Proceeds



None.



Item 3. Defaults Upon Senior Securities



None.



Item 4. Submission of Matters to a Vote of Securityholders



None.



Item 5. Other Information



None.



Item 6. Exhibits and Reports on Form 8-K



(a.) Exhibits



|Exhibit No. |  | Exhibit Index                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           
|10.1        |  | Fourth Amendment to Credit Agreement, Limited Consent and Limited Waiver, dated as of June 5, 2002, among Bastet
Broadcasting, Inc., Mission Broadcasting of Wichita Falls, Inc., Mission Broadcasting of Joplin, Inc., the several banks named therein and Bank of America, N. A. (Incorporated by reference to Exhibit 10.10 to Quarterly Report on Form 10-Q (File No.
333-68964) filed by Nexstar Finance Holdings, L.L.C. and Nexstar Finance Holdings, Inc.)
|           
|10.2        |  | Option Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar
Broadcasting of Joplin, L.L.C. (Incorporated by reference to Exhibit 10.50 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)                                                                                                                                                  
|           
|10.3        |  | Shared Services Agreement, dated as of April 1, 2002, by and between Mission Broadcasting of Joplin, Inc. and Nexstar
Broadcasting of Joplin, L.L.C. (Incorporated by reference to Exhibit 10.51 to Amendment No. 2 to Registration Statement on Form S-1 (File No. 333-86994) filed by Nexstar Broadcasting Group, Inc.)                                                                                                                                         
|           
|99.1        |  | Certification of David S. Smith pursuant to 18 U.S.C. ss. 1350.                                                                                                                                                                                                                                                                                                                                                                                                   
|           
|(b.)        |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                                                                                                                                                                               
|           
|            |  | None.                                                                                                                                                                                                                                                                                                                                                                                                                                                             





14



---

##### Table of Contents

SIGNATURES



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





|May 28, 2003 |  |  |  | MISSION BROADCASTING OF WICHITA
FALLS, INC.
|------------ |  |  |  | -------------------------------------------
|            
|             |  |  |  | By:                                        
|             |  |  |  |                                            



15



---

##### Table of Contents



I, David S. Smith, President and Treasurer (Principal Executive Officer and Principal Financial and Accounting Officer) of Mission Broadcasting of Wichita Falls, Inc., certify that:



1.    I have reviewed this quarterly report on Form 10-Q
of Mission Broadcasting of Wichita Falls, Inc.;



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



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



Date: May 28, 2003



|   
|---
|By:
|   



16