e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2008
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
35-1542018
(I.R.S. Employer Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE, SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
(317) 266-0100
(Registrants Telephone Number,
Including Area Code)
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
o |
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Accelerated filer
þ |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the
Act).
Yes o No þ
The number of shares outstanding of each of Emmis Communications Corporations classes of
common stock, as of July 3, 2008, was:
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31,340,605
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Shares of Class A Common Stock, $.01 Par Value |
4,956,305
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Shares of Class B Common Stock, $.01 Par Value |
0
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Shares of Class C Common Stock, $.01 Par Value |
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
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Three Months Ended |
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May 31, |
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2007 |
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2008 |
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NET REVENUES |
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$ |
87,263 |
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$ |
86,847 |
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OPERATING EXPENSES: |
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Station operating expenses excluding depreciation and
amortization expense of $2,823 and $3,416, respectively |
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66,025 |
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64,628 |
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Corporate expenses excluding depreciation and amortization
expense of $635 and $531, respectively |
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5,708 |
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5,633 |
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Depreciation and amortization |
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3,458 |
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3,947 |
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Gain on disposal of assets |
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(6 |
) |
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Total operating expenses |
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75,191 |
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74,202 |
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OPERATING INCOME |
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12,072 |
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12,645 |
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OTHER EXPENSE: |
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Interest expense |
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(9,332 |
) |
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(7,057 |
) |
Other expense, net |
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(64 |
) |
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(150 |
) |
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Total other expense |
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(9,396 |
) |
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(7,207 |
) |
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INCOME
BEFORE INCOME TAXES, MINORITY INTEREST AND DISCONTINUED OPERATIONS |
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2,676 |
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5,438 |
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PROVISION FOR INCOME TAXES |
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1,992 |
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3,691 |
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MINORITY INTEREST EXPENSE, NET OF TAX |
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1,193 |
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1,407 |
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INCOME (LOSS) FROM CONTINUING OPERATIONS |
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(509 |
) |
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340 |
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INCOME FROM DISCONTINUED OPERATIONS, NET OF TAX |
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820 |
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856 |
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NET INCOME |
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311 |
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1,196 |
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PREFERRED STOCK DIVIDENDS |
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2,246 |
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2,246 |
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NET LOSS AVAILABLE TO COMMON SHAREHOLDERS |
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$ |
(1,935 |
) |
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$ |
(1,050 |
) |
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|
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-3-
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
(Unaudited)
(In thousands, except per share data)
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Three Months Ended |
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May 31, |
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2007 |
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2008 |
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Basic net income (loss) per share available to common shareholders: |
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Continuing operations |
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$ |
(0.07 |
) |
|
$ |
(0.05 |
) |
Discontinued operations, net of tax |
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0.02 |
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|
0.02 |
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Net loss available to common shareholders |
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$ |
(0.05 |
) |
|
$ |
(0.03 |
) |
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Basic weighted average common shares outstanding |
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37,526 |
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36,120 |
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Diluted net income (loss) per share available to common shareholders: |
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Continuing operations |
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$ |
(0.07 |
) |
|
$ |
(0.05 |
) |
Discontinued operations, net of tax |
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0.02 |
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|
0.02 |
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Net loss available to common shareholders |
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$ |
(0.05 |
) |
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(0.03 |
) |
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Diluted weighted average common shares outstanding |
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37,526 |
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|
36,120 |
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The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-4-
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
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May 31, |
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February 29, |
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2008 |
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2008 |
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(Unaudited) |
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ASSETS |
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CURRENT ASSETS: |
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Cash and cash equivalents |
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$ |
19,498 |
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$ |
25,585 |
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Accounts receivable, net |
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62,301 |
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64,505 |
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Prepaid expenses |
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17,215 |
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21,267 |
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Other |
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8,984 |
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|
5,295 |
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Current assets discontinued operations |
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6,542 |
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5,306 |
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Total current assets |
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114,540 |
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121,958 |
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PROPERTY AND EQUIPMENT, NET |
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59,114 |
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57,944 |
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INTANGIBLE ASSETS (Note 4): |
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Indefinite-lived intangibles |
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801,270 |
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801,270 |
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Goodwill |
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81,304 |
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81,348 |
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Other intangibles, net |
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26,010 |
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25,396 |
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Total intangible assets |
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908,584 |
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908,014 |
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OTHER ASSETS, NET |
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16,617 |
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18,236 |
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NONCURRENT ASSETS DISCONTINUED OPERATIONS |
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40,885 |
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40,901 |
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Total assets |
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$ |
1,139,740 |
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$ |
1,147,053 |
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|
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-5-
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except share data)
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May 31, |
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February 29, |
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2008 |
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|
2008 |
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(Unaudited) |
|
LIABILITIES AND SHAREHOLDERS EQUITY
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CURRENT LIABILITIES: |
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Accounts payable |
|
$ |
15,802 |
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$ |
14,546 |
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Current maturities of long-term debt |
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5,628 |
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5,662 |
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Accrued salaries and commissions |
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|
7,088 |
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8,508 |
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Accrued interest |
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|
5,478 |
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|
4,520 |
|
Deferred revenue |
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|
17,697 |
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18,110 |
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Other |
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6,867 |
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7,167 |
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Current liabilities discontinued operations |
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3,207 |
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2,376 |
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Total current liabilities |
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61,767 |
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60,889 |
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LONG-TERM DEBT, NET OF CURRENT MATURITIES |
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434,306 |
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433,221 |
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OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES |
|
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1,896 |
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2,092 |
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OTHER NONCURRENT LIABILITIES |
|
|
26,246 |
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22,524 |
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MINORITY INTEREST |
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|
53,758 |
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54,596 |
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DEFERRED INCOME TAXES |
|
|
173,255 |
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|
178,609 |
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NONCURRENT LIABILITIES DISCONTINUED OPERATIONS |
|
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1,134 |
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|
995 |
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Total liabilities |
|
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752,362 |
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|
752,926 |
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COMMITMENTS AND CONTINGENCIES |
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SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK,
$0.01 PAR VALUE; $50.00 LIQUIDATION PREFERENCE;
AUTHORIZED 10,000,000 SHARES; ISSUED AND OUTSTANDING
2,875,000 SHARES AT FEBRUARY 29, 2008 AND MAY 31, 2008 |
|
|
143,750 |
|
|
|
143,750 |
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SHAREHOLDERS EQUITY: |
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Class A common stock, $.01 par value; authorized 170,000,000 shares;
issued and outstanding 30,607,644 shares at February 29, 2008
and 31,340,605 shares at May 31, 2008 |
|
|
306 |
|
|
|
313 |
|
Class B common stock, $.01 par value; authorized 30,000,000 shares;
issued and outstanding 4,956,305 shares at February 29, 2008
and May 31, 2008 |
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50 |
|
|
|
50 |
|
Additional paid-in capital |
|
|
515,341 |
|
|
|
517,677 |
|
Accumulated deficit |
|
|
(270,454 |
) |
|
|
(271,504 |
) |
Accumulated other comprehensive income (loss) |
|
|
(1,615 |
) |
|
|
3,841 |
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
243,628 |
|
|
|
250,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
1,139,740 |
|
|
$ |
1,147,053 |
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|
|
|
|
|
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|
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-6-
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
|
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|
Three Months Ended May 31, |
|
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|
2007 |
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|
2008 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
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|
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|
Net income |
|
$ |
311 |
|
|
$ |
1,196 |
|
Adjustments to reconcile net income to net cash
provided by operating activities - |
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
(820 |
) |
|
|
(856 |
) |
Depreciation and amortization |
|
|
3,616 |
|
|
|
4,105 |
|
Minority interest expense |
|
|
1,193 |
|
|
|
1,407 |
|
Provision for bad debts |
|
|
490 |
|
|
|
753 |
|
Provision for deferred income taxes |
|
|
1,475 |
|
|
|
3,904 |
|
Noncash compensation |
|
|
2,373 |
|
|
|
2,619 |
|
Gain on disposal of assets |
|
|
|
|
|
|
(6 |
) |
Changes in assets and liabilities - |
|
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|
|
|
|
|
|
Accounts receivable |
|
|
(5,633 |
) |
|
|
(2,484 |
) |
Prepaid expenses and other current assets |
|
|
(1,937 |
) |
|
|
(263 |
) |
Other assets |
|
|
444 |
|
|
|
1,387 |
|
Accounts payable and accrued liabilities |
|
|
1,650 |
|
|
|
(552 |
) |
Deferred revenue |
|
|
(163 |
) |
|
|
413 |
|
Other liabilities |
|
|
(2,242 |
) |
|
|
(2,914 |
) |
Net cash provided by operating activities discontinued operations |
|
|
5,833 |
|
|
|
1,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
6,590 |
|
|
|
9,989 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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CASH FLOWS FROM INVESTING ACTIVITIES: |
|
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|
|
|
|
|
|
Purchases of property and equipment |
|
|
(974 |
) |
|
|
(752 |
) |
Other |
|
|
(752 |
) |
|
|
(241 |
) |
Net cash provided by (used in) investing activities discontinued operations |
|
|
8,466 |
|
|
|
(128 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
6,740 |
|
|
|
(1,121 |
) |
|
|
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-7-
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
2007 |
|
|
2008 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Payments on long-term debt |
|
|
(23,000 |
) |
|
|
(4,097 |
) |
Proceeds from long-term debt |
|
|
5,000 |
|
|
|
3,000 |
|
Proceeds from exercise of stock options and employee stock purchases |
|
|
61 |
|
|
|
|
|
Preferred stock dividends paid |
|
|
(2,246 |
) |
|
|
(2,246 |
) |
Settlement of tax withholding obligations on stock issued to employees |
|
|
(562 |
) |
|
|
(540 |
) |
Other |
|
|
|
|
|
|
(137 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(20,747 |
) |
|
|
(4,020 |
) |
|
|
|
|
|
|
|
|
|
Effect of exchange rates on cash and cash equivalents |
|
|
543 |
|
|
|
1,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
(6,874 |
) |
|
|
6,087 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS: |
|
|
|
|
|
|
|
|
Beginning of period |
|
|
20,747 |
|
|
|
19,498 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
End of period |
|
$ |
13,873 |
|
|
$ |
25,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES: |
|
|
|
|
|
|
|
|
Cash paid for - |
|
|
|
|
|
|
|
|
Interest |
|
$ |
3,381 |
|
|
$ |
7,844 |
|
Income taxes |
|
|
1,583 |
|
|
|
599 |
|
|
|
|
|
|
|
|
|
|
Noncash financing transactions- |
|
|
|
|
|
|
|
|
Value of stock issued to employees under stock compensation
program and to satisfy accrued incentives |
|
|
2,624 |
|
|
|
2,473 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
-8-
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS UNLESS INDICATED OTHERWISE, EXCEPT SHARE DATA)
May 31, 2008
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Preparation of Interim Financial Statements
Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), the
condensed consolidated interim financial statements included herein have been prepared, without
audit, by Emmis Communications Corporation (ECC) and its subsidiaries (collectively, our, us,
we, Emmis or the Company). As permitted under the applicable rules and regulations of the
SEC, certain information and footnote disclosures normally included in financial statements
prepared in conformity with accounting principles generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations; however, Emmis
believes that the disclosures are adequate to make the information presented not misleading. The
condensed consolidated financial statements included herein should be read in conjunction with the
consolidated financial statements and the notes thereto included in the Annual Report for Emmis
filed on Form 10-K for the year ended February 29, 2008. The Companys results are subject to
seasonal fluctuations. Therefore, results shown on an interim basis are not necessarily indicative
of results for a full year.
In the opinion of Emmis, the accompanying condensed consolidated interim financial statements
contain all material adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the consolidated financial position of Emmis at May 31, 2008, and the results of its
operations and cash flows for the three-month periods ended May 31, 2007 and 2008.
Accounting Pronouncements
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 (SFAS No. 161), which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of accounting for such
instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the
effects of such instruments and related hedged items on our financial position, operations, and
cash flows. SFAS No. 161 is effective for us beginning December 1, 2008. We are currently
assessing the potential impact that adoption of SFAS No. 161 may have on our financial statements.
On December 4, 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No.
160). SFAS No. 160 will change the accounting and reporting for minority interests, which will be
recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160
requires retroactive adoption of the presentation and disclosure requirements for existing minority
interests, with all other requirements applied prospectively. SFAS No. 160 is effective for us as
of March 1, 2009. As of February 29, 2008, and May 31, 2008, minority interests characterized as
liabilities in the accompanying consolidated balance sheets were $53,758 and $54,596, respectively.
These amounts will be recharacterized as noncontrolling interests as a component of equity when
SFAS No. 160 is adopted on March 1, 2009.
On December 4, 2007, the FASB issued Statement of Financial Accounting Standards No. 141R (as
-9-
revised), Business Combinations (SFAS No. 141R), which will significantly change how business
combinations are accounted for through the use of fair values in financial reporting and will
impact financial statements both on the acquisition date and in subsequent periods. Some of the
changes, such as the accounting for contingent consideration, will introduce more volatility into
earnings, and could impact our acquisition strategy. SFAS No. 141R, which is effective for us as
of March 1, 2009, will apply to all business combinations that will close on or after March 1,
2009.
On June 27, 2007, the Emerging Issues Task Force (EITF) reached a consensus on accounting for
income tax benefits of dividends on share-based payment awards. Certain stock-based compensation
arrangements contain provisions that entitle an employee to receive dividends or dividend
equivalents on the unvested portion of the awards. Under the provisions of SFAS No. 123R, such
dividend features are factored into the value of the award at the grant date, and to the extent
that an award is expected to vest, the dividends are charged to retained earnings. For income tax
purposes, however, such dividend payments are generally considered additional compensation expense
when they are paid to employees and, therefore, are generally deductible by the employer on a
current basis for tax purposes. Under EITF No. 06-11, a realized tax benefit from dividends or
dividend equivalents that is charged to retained earnings and paid to employees for
equity-classified nonvested equity shares, nonvested equity share units, and outstanding share
options should be recognized as an increase to additional paid-in-capital. Those tax benefits are
considered windfall tax benefits under SFAS No. 123R. EITF No. 06-11 was adopted by the Company on
March 1, 2008 and did not have any effect on the Companys financial position, results of
operations or cash flows.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159), which permits
companies to choose to measure certain financial instruments and other items at fair value that are
not currently required to be measured at fair value. SFAS No. 159 was adopted by the Company on
March 1, 2008. We have not elected to measure any financial assets or financial liabilities at
fair value which were not previously required to be measured at fair value. The adoption of SFAS
No. 159 did not have any effect on the Companys financial position, results of operations or cash
flows.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS No. 157), which provides guidance for using fair value to measure assets
and liabilities. The standard also responds to investors requests for more information about: (1)
the extent to which companies measure assets and liabilities at fair value; (2) the information
used to measure fair value; and (3) the effect that fair value measurements have on earnings. SFAS
No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to any new
circumstances. SFAS No. 157 was adopted by the Company on March 1, 2008, though FASB Staff Position
No. 157-2, Effective Date of SFAS No. 157, defers the date of SFAS No. 157 for most nonfinancial
assets and nonfinancial liabilities to the Companys fiscal year beginning March 1, 2009. The
adoption of SFAS No. 157 did not have any effect on the Companys financial position, results of
operations or cash flows. For further discussion, see Note 6, Fair Value Measurements.
Advertising Costs
The Company defers the costs of major advertising campaigns for which future benefits are
demonstrated. These costs are amortized over the shorter of the estimated period benefited
(generally six months) or the remainder of the fiscal year. The Company had deferred $0.5 million
and $0.4 million of these costs as of May 31, 2007 and 2008, respectively.
-10-
Basic and Diluted Net Income (Loss) Per Common Share
Basic net income (loss) per common share is computed by dividing net income (loss) available
to common shareholders by the weighted-average number of common shares outstanding for the period.
Diluted net income (loss) per common share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted. Potentially
dilutive securities at May 31, 2007 and 2008, consisted of stock options and the 6.25% Series A
cumulative convertible preferred stock. The 6.25% Series A cumulative convertible preferred stock
was excluded from the calculation of diluted net income (loss) per common share for the three-month
periods ended May 31, 2007 and 2008, as the effect of its conversion to 7.0 million shares would be
antidilutive. Stock options were excluded from diluted net loss per common share for the
three-month periods ended May 31, 2007 and 2008, as the effect of their conversion to 0.2 million
shares would be antidilutive to the net loss available to common shareholders from continuing
operations.
Discontinued Operations Television Division
On May 10, 2005, Emmis announced that it had engaged advisors to assist in evaluating
strategic alternatives for its television assets. The decision to explore strategic alternatives
for the Companys television assets stemmed from the Companys desire to reduce its debt, coupled
with the Companys view that its television stations needed to be aligned with a company with more
significant financial resources and a singular focus on the challenges of American television,
including the growth of digital video recorders and the industrys relationship with cable and
satellite providers. As of May 31, 2008, the Company has sold fifteen of its sixteen television
stations. On May 2, 2008, the Company entered into a definitive agreement to sell its sole
remaining television station in New Orleans, LA. The transaction is expected to close in the
second half of calendar 2008. The Company concluded its television assets were held for sale in
accordance with SFAS No. 144 and the results of operations of the television division have been
classified as discontinued operations in the accompanying condensed consolidated financial
statements for all periods presented. The television division had historically been presented as a
separate reporting segment of Emmis. The following table summarizes certain operating results for
the television division for all periods presented:
|
|
|
|
|
|
|
|
|
|
|
Three months ended May 31, |
|
|
2007 |
|
2008 |
Net revenues |
|
$ |
7,945 |
|
|
$ |
4,972 |
|
Station operating expenses |
|
|
6,400 |
|
|
|
3,469 |
|
Gain on disposal of assets |
|
|
|
|
|
|
3 |
|
Income before taxes |
|
|
1,395 |
|
|
|
1,506 |
|
Provision for income taxes |
|
|
575 |
|
|
|
650 |
|
Assets and liabilities related to our television division are classified as discontinued
operations in the accompanying condensed consolidated balance sheets as follows:
-11-
|
|
|
|
|
|
|
|
|
|
|
February 29, 2008 |
|
|
May 31, 2008 |
|
Current assets: |
|
|
|
|
|
|
|
|
Accounts receivable, net |
|
$ |
4,579 |
|
|
$ |
4,028 |
|
Current portion of TV program rights |
|
|
1,551 |
|
|
|
1,005 |
|
Prepaid expenses |
|
|
239 |
|
|
|
179 |
|
Other |
|
|
173 |
|
|
|
94 |
|
|
|
|
|
|
|
|
Total current assets |
|
|
6,542 |
|
|
|
5,306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent assets: |
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
20,447 |
|
|
|
20,578 |
|
Intangibles, net |
|
|
19,544 |
|
|
|
19,544 |
|
Other noncurrent assets |
|
|
894 |
|
|
|
779 |
|
|
|
|
|
|
|
|
Total noncurrent assets |
|
|
40,885 |
|
|
|
40,901 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
47,427 |
|
|
$ |
46,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
487 |
|
|
$ |
221 |
|
Current portion of TV program rights |
|
|
2,196 |
|
|
|
1,651 |
|
Accrued salaries and commissions |
|
|
397 |
|
|
|
332 |
|
Deferred revenue |
|
|
14 |
|
|
|
35 |
|
Other |
|
|
113 |
|
|
|
137 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
3,207 |
|
|
|
2,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncurrent liabilities: |
|
|
|
|
|
|
|
|
TV program rights payable, net of
current portion |
|
|
912 |
|
|
|
797 |
|
Other noncurrent liabilities |
|
|
222 |
|
|
|
198 |
|
|
|
|
|
|
|
|
Total noncurrent liabilities |
|
|
1,134 |
|
|
|
995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
$ |
4,341 |
|
|
$ |
3,371 |
|
|
|
|
|
|
|
|
In accordance with Emerging Issues Task Force Issue 87-24 Allocation of Interest to
Discontinued Operations, as modified, the Company did not allocate any interest expense for the
periods presented to the television division, as no debt would be required to be repaid as a result
of the disposition of the Companys remaining television asset.
Reclassifications
Certain reclassifications have been made to the prior years financial statements to be
consistent with the May 31, 2008 presentation. The reclassifications have no impact on net income
previously reported.
Note 2. Significant Events
During the quarter ended May 31, 2008, Emmis announced that one of its wholly-owned
subsidiaries, Emmis Interactive Inc., would begin to market its services to radio broadcasters and
other local media companies. For the past five years, Emmis Interactive has provided web site
design and support, customized interactive sales solutions, and sales training to Emmis radio
stations. To motivate and provide incentives to the employees of Emmis Interactive, Emmis formed
Emmis Interactive, Inc., which on March 1, 2008, granted restricted stock of Emmis Interactive Inc.
to its employees, which vest over four years on a pro rata basis. This grant represents an
approximate 5% ownership stake, once fully vested, in Emmis Interactive, Inc., and an additional 5%
ownership stake has been reserved for future grants. All remaining equity of Emmis Interactive
Inc. is owned by Emmis. The grant date fair value is being expensed over the vesting period. This
expense, which was $5 thousand for the quarter ended May 31, 2008, is a component of station
operating expenses, excluding depreciation and amortization expense in the accompanying condensed
consolidated financial statements. Emmis Interactive Inc. is included in the radio segment.
-12-
Note 3. Share Based Payments
Stock Option Awards
The Company has granted options to purchase its common stock to employees and directors of the
Company under various stock option plans at no less than the fair market value of the underlying
stock on the date of grant. These options are granted for a term not exceeding 10 years and are
forfeited, except in certain circumstances, in the event the employee or director terminates his or
her employment or relationship with the Company. All options granted since March 1, 2000, vest
annually over three years (one-third each year for three years). The Company issues new shares
upon the exercise of stock options.
The Company adopted the fair value recognition provisions of SFAS No. 123R on March 1, 2006,
using the modified-prospective-transition method. The amounts recorded as share based compensation
expense under SFAS No. 123R primarily relate to restricted common stock issued under employment
agreements, common stock issued to employees in lieu of cash bonuses, Company matches of common
stock in our 401(k) plans, and annual stock option and restricted stock grants.
The fair value of each option awarded is estimated on the date of grant using a Black-Scholes
option-pricing model and expensed on a straight-line basis over the vesting period. Expected
volatilities are based on historical volatility of the Companys stock. The Company uses
historical data to estimate option exercises and employee terminations within the valuation model.
The Company includes estimated forfeitures in its compensation cost and updates the estimated
forfeiture rate through the final vesting date of awards. The Company uses the simplified method
to estimate the expected term for all options granted. Although the Company has granted options
for many years, the historical exercise activity of our options was impacted by the way the Company
processed the equitable adjustment of our November 2006 special dividend. Consequently, the
Company believes that reliable data regarding exercise behavior only exists for the period November
2006 forward, which is insufficient experience upon which to estimate the expected term. The
risk-free interest rate for periods within the life of the option is based on the U.S. Treasury
yield curve in effect at the time of grant. The following assumptions were used to calculate the
fair value of the Companys options on the date of grant during the three months ended May 31, 2007
and 2008:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
2007 |
|
2008 |
Risk-Free Interest Rate: |
|
|
4.5 |
% |
|
|
2.7 |
% |
Expected Dividend Yield: |
|
|
0 |
% |
|
|
0 |
% |
Expected Life (Years): |
|
|
6.0 |
|
|
|
6.0 |
|
Expected Volatility: |
|
|
47.5 |
% |
|
|
48.6 |
% |
The following table presents a summary of the Companys stock options outstanding at May 31,
2008, and stock option activity during the three months ended May 31, 2008 (Price reflects the
weighted average exercise price per share):
-13-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
Aggregate |
|
|
|
|
|
|
|
|
|
|
|
Remaining |
|
|
Intrinsic |
|
|
|
Options |
|
|
Price |
|
|
Contractual Term |
|
|
Value |
|
Outstanding,
beginning of period |
|
|
7,600,063 |
|
|
$ |
16.08 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
621,254 |
|
|
|
2.95 |
|
|
|
|
|
|
|
|
|
Exercised (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
481 |
|
|
|
8.96 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
27,327 |
|
|
|
17.68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, end of
period |
|
|
8,193,509 |
|
|
|
15.08 |
|
|
|
|
|
|
|
|
|
Exercisable, end of
period |
|
|
6,879,206 |
|
|
|
16.77 |
|
|
|
4.2 |
|
|
$ |
|
|
Weighted average
fair value per
option granted |
|
$ |
1.45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company did not receive cash from option exercises in the three-month periods ended May
31, 2007 and 2008. The Company did not record an income tax benefit related to option exercises
during the three months ended May 31, 2007 and 2008. |
The weighted average grant date fair value of options granted during the three months ended
May 31, 2007 and 2008, was $4.23 and $1.45, respectively. The total intrinsic value of options
exercised during the three months ended May 31, 2007 and 2008, was $0 and $0, respectively.
A summary of the Companys nonvested options at May 31, 2008, and changes during the three
months ended May 31, 2008, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
Grant Date |
|
|
|
Options |
|
|
Fair Value |
|
Nonvested, beginning of period |
|
|
1,114,164 |
|
|
$ |
5.16 |
|
Granted |
|
|
621,254 |
|
|
|
1.45 |
|
Vested |
|
|
420,634 |
|
|
|
5.44 |
|
Forfeited |
|
|
481 |
|
|
|
4.83 |
|
|
|
|
|
|
|
|
|
Nonvested, end of period |
|
|
1,314,303 |
|
|
|
3.32 |
|
There were 3.0 million shares available for future grants under the various option plans at
May 31, 2008. The vesting date of outstanding options range from July 2008 to March 2011, and
expiration dates range from October 2009 to March 2018.
Restricted Stock Awards
The Company began granting restricted stock awards to employees and directors of the Company
in lieu of certain stock option grants in 2005. These awards generally vest at the end of the
second or third year after grant and are forfeited, except in certain circumstances, in the event
the employee terminates his or her employment or relationship with the Company prior to vesting.
The restricted stock awards were granted out of the Companys 2004 Equity Incentive Plan. The
Company also awards, out of the Companys 2004 Equity Compensation Plan, stock to settle certain
bonuses and other compensation that otherwise would be paid in cash. Any restrictions on these
shares are immediately lapsed on the grant date.
The following table presents a summary of the Companys restricted stock grants outstanding at
May 31, 2008, and restricted stock activity during the three months ended May 31, 2008 (Price
reflects the weighted average share price at the date of grant):
-14-
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
|
Price |
|
Grants outstanding, beginning of period |
|
|
626,049 |
|
|
$ |
12.62 |
|
Granted |
|
|
703,273 |
|
|
|
3.19 |
|
Vested (restriction lapsed) |
|
|
622,234 |
|
|
|
8.17 |
|
Forfeited |
|
|
5,015 |
|
|
|
5.73 |
|
|
|
|
|
|
|
|
|
Grants outstanding, end of period |
|
|
702,073 |
|
|
|
7.17 |
|
The total grant date fair value of shares vested during the three months ended May 31, 2007
and 2008 was $2.0 million and $5.1 million, respectively.
Recognized Non-Cash Compensation Expense
The following table summarizes stock-based compensation expense and related tax benefits recognized
by the Company in the three months ended May 31, 2007 and 2008:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended May 31, |
|
|
|
2007 |
|
|
2008 |
|
Station operating expenses, excluding depreciation and amortization expense |
|
$ |
1,271 |
|
|
$ |
1,063 |
|
Corporate expenses, excluding depreciation and amortization expense |
|
|
1,102 |
|
|
|
1,556 |
|
|
|
|
|
|
|
|
Stock-based compensation expense included in operating expenses |
|
|
2,373 |
|
|
|
2,619 |
|
Tax benefit |
|
|
(973 |
) |
|
|
(1,074 |
) |
|
|
|
|
|
|
|
Recognized stock-based compensation expense, net of tax |
|
$ |
1,400 |
|
|
$ |
1,545 |
|
|
|
|
|
|
|
|
As of May 31, 2008, there was $6.2 million of unrecognized compensation cost, net of estimated
forfeitures, related to nonvested share-based compensation arrangements. The cost is expected to
be recognized over a weighted average period of approximately 1.4 years.
Note 4. Intangible Assets and Goodwill
Indefinite-lived Intangibles
Under the guidance in Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS No. 142), the Companys Federal Communications Commission (FCC)
licenses are
considered indefinite-lived intangibles. These assets, which the Company determined were its
only indefinite-lived intangibles, are not subject to amortization, but are tested for impairment
at least annually. The carrying amounts of the Companys FCC licenses were $801.3 million as of
February 29, 2008 and May 31, 2008. This amount is entirely attributable to our radio division.
The Company uses a direct-method valuation approach known as the greenfield income valuation
method when it performs its annual impairment tests. Under this method, the Company projects the
cash flows that would be generated by each of its units of accounting if the unit of accounting
were commencing operations in each of its markets at the beginning of the valuation period. This
cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the
competitive situation that exists in each market remains unchanged, with the exception that its
unit of accounting was beginning operations. In doing so, the Company extracts the value of going
concern and any other assets acquired, and strictly values the FCC license. Major assumptions
involved in this analysis include market revenue, market revenue growth rates, unit of accounting
audience share, unit of accounting revenue share and discount rate. For its radio stations, the
Company has determined the unit of
-15-
accounting to be all of its stations in a local market. The
required annual impairment tests may result in impairment charges in future periods.
Goodwill
SFAS No. 142 requires the Company to test goodwill for impairment at least annually using a
two-step process. The first step is a screen for potential impairment, while the second step
measures the amount of impairment. The Company conducts the two-step impairment test on December 1
of each fiscal year. When assessing its goodwill for impairment, the Company uses an enterprise
valuation approach to determine the fair value of each of the Companys reporting units (radio
stations grouped by market and magazines on an individual basis). Management determines enterprise
value for each of its reporting units by multiplying the two-year average station operating income
generated by each reporting unit (current year based on actual results and the next year based on
budgeted results) by an estimated market multiple. The Company uses a blended station operating
income trading multiple of publicly traded radio operators as a benchmark for the multiple it
applies to its radio reporting units. The multiple applied to each reporting unit is then adjusted
up or down from this benchmark based upon characteristics of the reporting units specific market,
such as market size, market growth rate, and recently completed or announced transactions within
the market. There are no publicly traded publishing companies that are focused predominantly on
city and regional magazines as is our publishing segment. Therefore, the market multiple used as a
benchmark for our publishing reporting units is based on recently completed transactions within the
city and regional magazine industry.
This enterprise valuation is compared to the carrying value of the reporting unit for the
first step of the goodwill impairment test. If the reporting unit exhibits impairment, the Company
proceeds to the second step of the goodwill impairment test. For its step-two testing, the
enterprise value is allocated among the tangible assets, indefinite-lived intangible assets (FCC
licenses valued using a direct-method valuation approach) and unrecognized intangible assets, such
as customer lists, with the residual amount representing the implied fair value of the goodwill.
To the extent the carrying amount of the goodwill exceeds the implied fair value of the goodwill,
the difference is recorded as an impairment charge in the statement of operations.
As of February 29, 2008 and May 31, 2008, the carrying amount of the Companys goodwill was
$81.3 million. As of February 29, 2008 and May 31, 2008, approximately $26.2 million and $55.1
million of our goodwill was attributable to our radio and publishing divisions, respectively. The
required annual impairment tests may result in impairment charges in future periods.
Definite-lived intangibles
The Companys definite-lived intangible assets consist primarily of foreign broadcasting
licenses, trademarks and customer list, all of which are amortized over the period of time the
assets are expected to contribute directly or indirectly to the Companys future cash flows. The
following table presents the weighted-average useful life, gross carrying amount and accumulated
amortization for each major class of definite-lived intangible asset at February 29, 2008 and May
31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 29, 2008 |
|
|
May 31, 2008 |
|
|
|
Weighted Average |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
Gross |
|
|
|
|
|
|
Net |
|
|
|
Useful Life |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
Carrying |
|
|
Accumulated |
|
|
Carrying |
|
|
|
(in years) |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
|
Amount |
|
|
Amortization |
|
|
Amount |
|
Foreign
Broadcasting
Licenses |
|
|
6.9 |
|
|
$ |
43,475 |
|
|
$ |
22,052 |
|
|
$ |
21,423 |
|
|
$ |
44,372 |
|
|
$ |
23,381 |
|
|
$ |
20,991 |
|
Trademarks |
|
|
19.6 |
|
|
|
3,687 |
|
|
|
531 |
|
|
|
3,156 |
|
|
|
3,687 |
|
|
|
587 |
|
|
|
3,100 |
|
Customer List |
|
|
4.0 |
|
|
|
1,162 |
|
|
|
169 |
|
|
|
993 |
|
|
|
1,162 |
|
|
|
242 |
|
|
|
920 |
|
Favorable Office
Leases |
|
|
6.4 |
|
|
|
688 |
|
|
|
501 |
|
|
|
187 |
|
|
|
688 |
|
|
|
528 |
|
|
|
160 |
|
Noncompete and Other |
|
|
3.0 |
|
|
|
312 |
|
|
|
61 |
|
|
|
251 |
|
|
|
312 |
|
|
|
87 |
|
|
|
225 |
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
|
|
|
$ |
49,324 |
|
|
$ |
23,314 |
|
|
$ |
26,010 |
|
|
$ |
50,221 |
|
|
$ |
24,825 |
|
|
$ |
25,396 |
|
|
|
|
|
|
|
|
|
|
-16-
Total amortization expense from definite-lived intangibles for the three-month periods ended
May 31, 2007 and 2008, was $1.0 million and $1.5 million, respectively. The following table
presents the Companys estimate of amortization expense for each of the five succeeding fiscal
years for definite-lived intangibles:
|
|
|
|
|
YEAR ENDED FEBRUARY 28 (29), |
|
|
|
|
2009 |
|
$ |
6,281 |
|
2010 |
|
|
6,188 |
|
2011 |
|
|
4,275 |
|
2012 |
|
|
4,058 |
|
2013 |
|
|
3,933 |
|
Note 5. Derivative Instruments and Hedging Activities
Under the terms of its senior credit facility, the Company is required to fix or cap the
interest rate on at least 30% of its debt outstanding (as defined in the credit facility) for a
period of at least three years. In March 2007, the Company fulfilled this requirement by entering
into a three-year interest rate exchange agreement (Swap), whereby the Company pays a fixed rate
of 4.795% on $165 million of notional principal to a syndicate of banks, and the banks pay to the
Company a variable rate on the same amount of notional principal based on the three-month London
Interbank Offered Rate (LIBOR). In March 2008, the Company entered into an additional three-year
Swap, whereby the Company pays a fixed rate of 2.964% on $100 million of notional principal to a
bank, and the bank pays to the Company a variable rate on the same amount of notional principal
based on the
three-month LIBOR. The counterparties to these agreements are global financial institutions.
The Company is exposed to credit loss in the event of nonperformance by the counterparties to the
agreements. However, the Company considers this risk to be low.
Under the provisions of Statement of Financial Accounting Standards No. 133, as amended and
interpreted (SFAS No. 133), the Company recognizes at fair value all derivatives, whether
designated as hedging relationships or not, in the balance sheet as either an asset or liability.
The accounting for changes in the fair value of a derivative, including certain derivative
instruments embedded in other contracts, depends on the intended use of the derivative and the
resulting designation. If the derivative is designated as a fair value hedge, the changes in the
fair value of the derivative and the hedged item are recognized in the statement of operations. If
the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are
recorded in other comprehensive income and are recognized in the statement of operations when the
hedged item affects net income. If a derivative does not qualify as a hedge, it is marked to fair
value through the statement of operations. Any fees associated with these derivatives are
amortized over their term. Under these derivatives, the differentials to be received or paid are
recognized as an adjustment to interest expense over the life of the contract. Gains and losses on
termination of these instruments are recognized as interest expense when terminated.
SFAS No. 133 defines requirements for designation and documentation of hedging relationships,
as well as on-going effectiveness assessments, in order to use hedge accounting under this
standard. The Company formally documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking various hedge
transactions. This process includes relating all derivatives that are designated as fair value or
cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm
commitments or forecasted transactions. The Companys derivative activities, all of which are for
purposes other than trading, are initiated within the guidelines of corporate risk-management
policies. The Company formally assesses, both at inception and at least quarterly thereafter,
whether the derivatives that are used in hedging transactions are highly effective in offsetting
changes in either the fair value or cash flows of the hedged item. If a derivative ceases to be a
highly effective hedge, the Company discontinues hedge accounting.
The Company estimates the fair value of the $165 million notional
-17-
Swap and the $100 million
notional Swap identified above to be a liability of $4.4 million and a receivable of $2.0 million,
respectively, as of May 31, 2008. The fair values of the Swaps are estimated by obtaining
quotations from the financial institutions that are counterparties to the Companys Swap
agreements. The fair value is an estimate of the net amount that the Company would be required to
pay (in the case of the $165 million notional Swap) or would receive (in the case of the $100
million notional Swap) on May 31, 2008, if the agreements were transferred to other parties or
cancelled by the Company.
Note 6. Fair Value Measurements
As discussed in Note 1, in September 2006 the FASB issued SFAS No. 157 and in February 2007,
issued SFAS No. 159. Both standards address aspects of the expanding application of fair value
accounting. Effective March 1, 2008, we adopted SFAS No. 157 and SFAS No. 159. Pursuant to the
provisions of FSP No. 157-2, we have decided to defer adoption of SFAS No. 157 for one year for
nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in
the financial statements on a nonrecurring basis. There was no adjustment to accumulated deficit
as a result of our adoption of SFAS No. 157. SFAS No. 159 permits an entity to measure certain
financial assets and financial liabilities at fair value that were not previously required to be
measured at fair value. We have not elected to measure any financial assets or financial
liabilities at fair value that were not previously required to be measured at fair value.
SFAS No. 157 provides for the following:
|
- |
|
Defines fair value as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the
measurement date, and establishes a framework for measuring fair value; |
|
|
- |
|
Establishes a three-level hierarchy for fair value measurements based upon the
observability of inputs to the valuation of an asset or liability as of the measurement
date; |
|
|
- |
|
Requires consideration of our nonperformance risk when valuing liabilities; and |
|
|
- |
|
Expands disclosures about instruments measured at fair value. |
SFAS No. 157 also establishes a three-level valuation hierarchy for fair value measurements.
These valuation techniques are based upon observable and unobservable inputs. Observable inputs
reflect market data obtained from independent sources, while unobservable inputs reflect our market
assumptions. These two types of inputs create the following fair value hierarchy:
|
- |
|
Level 1 Quoted prices for identical instruments in active markets; |
|
|
- |
|
Level 2 Quoted prices for similar instruments in active markets; quoted
prices for identical or similar instruments in markets that are not active; and
model-derived valuations whose significant inputs are observable; and |
|
|
- |
|
Level 3 Instruments whose significant inputs are unobservable. |
The following table sets forth by level within the fair value hierarchy the Companys
financial assets and liabilities that were accounted for at fair value on a recurring basis as of
May 31, 2008. The financial assets and liabilities are classified in their entirety based on the
lowest level of input that is significant to the fair value measurement. The Companys assessment
of the significance of a particular input to the fair value measurement
-18-
requires judgment and may
affect the valuation of fair value assets and liabilities and their placement within the fair value
hierarchy levels.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
|
Quoted Prices |
|
|
|
|
|
|
|
|
|
|
|
|
in Active |
|
|
Significant |
|
|
|
|
|
|
|
|
|
Markets for |
|
|
Other |
|
|
Significant |
|
|
|
|
|
|
Identical Assets |
|
|
Observable |
|
|
Unobservable |
|
|
|
|
|
|
or Liabilities |
|
|
Inputs |
|
|
Inputs |
|
|
Total |
|
Cash equivalents |
|
$ |
|
|
|
$ |
6,197 |
|
|
$ |
|
|
|
$ |
6,197 |
|
Available for sale securities |
|
|
|
|
|
|
|
|
|
|
1,250 |
|
|
|
1,250 |
|
Interest rate cash flow hedge |
|
|
|
|
|
|
1,958 |
|
|
|
|
|
|
|
1,958 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets measured at fair value on a recurring basis |
|
$ |
|
|
|
$ |
8,155 |
|
|
$ |
1,250 |
|
|
$ |
9,405 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate cash flow hedge |
|
|
|
|
|
|
4,360 |
|
|
|
|
|
|
|
4,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value on a recurring basis |
|
$ |
|
|
|
$ |
4,360 |
|
|
$ |
|
|
|
$ |
4,360 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Equivalents A majority of Emmis domestic cash equivalents are invested in an institutional
money market fund. The fund is not publicly traded, but third-party quotes for the fund are
available and is therefore considered a Level 2 input.
Investments Available for Sale Emmis available for sale security is an investment in preferred
stock and warrants that are not traded in active markets. The investment is valued at cost as this
is managements best estimate of fair value and is therefore considered a Level 3 input.
Derivative Instruments Emmis derivative financial instruments consist solely of interest rate
cash flow hedges in which the Company pays a fixed rate and receives a variable interest rate that
is observable based upon a forward interest rate curve and is therefore considered a Level 2 input.
The following table shows a reconciliation of the beginning and ending balances for fair value
measurements using significant unobservable inputs:
|
|
|
|
|
|
|
Available |
|
|
|
For Sale |
|
|
|
Securities |
|
Balance as of February 29, 2008 |
|
$ |
1,000 |
|
Purchases |
|
|
250 |
|
|
|
|
|
Balance as of May 31, 2008 |
|
$ |
1,250 |
|
|
|
|
|
Note 7. Pro Forma Financial Information
Unaudited pro forma summary information is presented below for the three-month period ended
May 31, 2007, assuming the acquisition (and related net borrowings) of Orange Coast
Kommunications, Inc. (publisher of Orange Coast) and Infopress & Company OOD (operator of
Inforadio, a Bulgarian national radio network) had occurred on the first day of the pro forma
periods presented below.
Preparation of the pro forma financial information was based upon assumptions deemed
appropriate by the Companys management. The pro forma financial information presented below is
not necessarily indicative of the results that actually would have occurred if the transaction
indicated above had been consummated at the beginning of the periods presented, and is not intended
to be a projection of future results.
-19-
|
|
|
|
|
|
|
Three months |
|
|
|
Ended May 31, |
|
|
|
2007 |
|
|
|
(Pro Forma) |
|
Net revenues |
|
$ |
89,039 |
|
|
|
|
|
|
|
|
|
|
Net loss from continuing operations |
|
$ |
(1,020 |
) |
|
|
|
|
|
|
|
|
|
Net loss available to common
shareholders from continuing operations |
|
$ |
(3,266 |
) |
|
|
|
|
|
Net loss per share available to
common shareholders from continuing
operations: |
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.09 |
) |
|
|
|
|
Diluted |
|
$ |
(0.09 |
) |
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
Basic |
|
|
37,526 |
|
Diluted |
|
|
37,526 |
|
Note 8. Comprehensive Income
Comprehensive income was comprised of the following for the three-month periods ended May 31,
2007 and 2008:
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
|
Ended May 31, |
|
|
|
2007 |
|
|
2008 |
|
Net income |
|
$ |
311 |
|
|
$ |
1,196 |
|
Change in fair value of derivatives |
|
|
1,060 |
|
|
|
3,055 |
|
Translation adjustment |
|
|
846 |
|
|
|
2,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
$ |
2,217 |
|
|
$ |
6,652 |
|
|
|
|
|
|
|
|
Note 9. Shareholders Equity
On August 8, 2007, Emmis Board of Directors authorized a share repurchase program pursuant to
which Emmis is authorized to purchase up to an aggregate value of $50 million of its outstanding
Class A common stock within the parameters of SEC Rule 10b-18. Common stock repurchase
transactions may occur from time to time at our discretion, either on the open market or in
privately negotiated purchases, subject to prevailing market conditions and other considerations.
On May 22, 2008, Emmis Board of Directors revised the share repurchase program to allow for the
repurchase of both Class A common stock and Series A cumulative convertible preferred stock.
-20-
Since August 8, 2007, the Company has repurchased 2.2 million Class A common shares for $13.9
million (average price of $6.23 per share). The Company did not repurchase any Class A common
stock or Series A cumulative convertible preferred stock during the three months ended May 31, 2007
or 2008.
Note 10. Segment Information
The Companys operations are aligned into two business segments: (i) Radio and (ii) Publishing
and Other. These business segments are consistent with the Companys management of these
businesses and its financial reporting structure. Corporate expenses are not allocated to
reportable segments.
The Companys segments operate primarily in the United States, but we also operate radio
stations located in Belgium, Hungary, Slovakia and Bulgaria. The following table summarizes the
net revenues and long-lived assets of our international properties included in our condensed
consolidated financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenues |
|
Long-lived Assets |
|
|
Three Months Ended May 31, |
|
As of May 31, |
|
|
2007 |
|
2008 |
|
2007 |
|
2008 |
Belgium |
|
$ |
253 |
|
|
$ |
614 |
|
|
$ |
3,489 |
|
|
$ |
643 |
|
|
Hungary |
|
|
4,529 |
|
|
|
4,235 |
|
|
|
5,232 |
|
|
|
4,072 |
|
|
Slovakia |
|
|
2,701 |
|
|
|
3,574 |
|
|
|
11,197 |
|
|
|
10,850 |
|
|
Bulgaria |
|
|
743 |
|
|
|
916 |
|
|
|
6,573 |
|
|
|
15,449 |
|
In the quarter ended August 31, 2005, Emmis concluded its television division assets were held
for sale in accordance with SFAS No. 144. Accordingly, the results of operations of the television
division have been classified as discontinued operations in the accompanying condensed consolidated
financial statements (see Note 1) and excluded from the segment disclosures below.
The accounting policies as described in the summary of significant accounting policies
included in the Companys Annual Report filed on Form 10-K for the year ended February 29, 2008,
and in Note 1 to these condensed consolidated financial statements, are applied consistently across
segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
Publishing |
|
|
|
|
|
|
|
May 31, 2007 (unaudited) |
|
Radio |
|
|
and Other |
|
|
Corporate |
|
|
Consolidated |
|
Net revenues |
|
$ |
65,000 |
|
|
$ |
22,263 |
|
|
$ |
|
|
|
$ |
87,263 |
|
Station operating expenses |
|
|
46,338 |
|
|
|
19,687 |
|
|
|
|
|
|
|
66,025 |
|
Corporate expenses |
|
|
|
|
|
|
|
|
|
|
5,708 |
|
|
|
5,708 |
|
Depreciation and amortization |
|
|
2,651 |
|
|
|
172 |
|
|
|
635 |
|
|
|
3,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
16,011 |
|
|
$ |
2,404 |
|
|
$ |
(6,343 |
) |
|
$ |
12,072 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets continuing operations |
|
$ |
984,124 |
|
|
$ |
77,122 |
|
|
$ |
45,939 |
|
|
$ |
1,107,185 |
|
Assets discontinued operations |
|
|
|
|
|
|
|
|
|
|
68,759 |
|
|
|
68,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
984,124 |
|
|
$ |
77,122 |
|
|
$ |
114,698 |
|
|
$ |
1,175,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-21-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
Publishing |
|
|
|
|
|
|
|
May 31, 2008 (unaudited) |
|
Radio |
|
|
and Other |
|
|
Corporate |
|
|
Consolidated |
|
Net revenues |
|
$ |
64,191 |
|
|
$ |
22,656 |
|
|
$ |
|
|
|
$ |
86,847 |
|
Station operating expenses |
|
|
43,158 |
|
|
|
21,470 |
|
|
|
|
|
|
|
64,628 |
|
Corporate expenses |
|
|
|
|
|
|
|
|
|
|
5,633 |
|
|
|
5,633 |
|
Depreciation and amortization |
|
|
3,104 |
|
|
|
312 |
|
|
|
531 |
|
|
|
3,947 |
|
Gain on disposal of assets |
|
|
(9 |
) |
|
|
3 |
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
$ |
17,938 |
|
|
$ |
871 |
|
|
$ |
(6,164 |
) |
|
$ |
12,645 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets continuing operations |
|
$ |
968,954 |
|
|
$ |
86,839 |
|
|
$ |
45,053 |
|
|
$ |
1,100,846 |
|
Assets discontinued operations |
|
|
|
|
|
|
|
|
|
|
46,207 |
|
|
|
46,207 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
968,954 |
|
|
$ |
86,839 |
|
|
$ |
91,260 |
|
|
$ |
1,147,053 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 11. Regulatory, Legal and Other Matters
The Company is a party to various legal and regulatory proceedings arising in the ordinary
course of business. In the opinion of management of the Company, there are no legal or regulatory
proceedings pending against the Company that are likely to have a material adverse effect on the
Company.
Certain individuals and groups have challenged applications for renewal of the FCC licenses of
certain of the Companys stations. The challenges to the license renewal applications are
currently pending before the Commission. Emmis does not expect the challenges to result in the
denial of any license renewals.
In 2006, the FCC commenced an industry-wide inquiry into possible violations of sponsorship
identification requirements and payola in the radio industry. Its initial inquiries were
directed to four radio groups, and in April 2007, those groups entered into Consent Decrees with
the FCC to resolve outstanding investigations and allegations. The Company has received similar
inquiries from the FCC and has submitted responses; additional responses may be submitted in the
future. The Company has not yet determined what effect the inquiry will have, if any, on its
financial position, results of operations or cash flows.
-22-
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Note: Certain statements included in this report or in the financial statements contained herein
which are not statements of historical fact, including but not limited to those identified with the
words expect, should, will or look are intended to be, and are, by this Note, identified as
forward-looking statements, as defined in the Securities and Exchange Act of 1934, as amended.
Such statements involve known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of the Company to be materially different from any
future result, performance or achievement expressed or implied by such forward-looking statement.
Such factors include, among others:
|
|
|
general economic and business conditions; |
|
|
|
|
fluctuations in the demand for advertising and demand for different types of
advertising media; |
|
|
|
|
our ability to service our outstanding debt; |
|
|
|
|
loss of key personnel; |
|
|
|
|
increased competition in our markets and the broadcasting industry; |
|
|
|
|
our ability to attract and secure programming, on-air talent, writers and
photographers; |
|
|
|
|
inability to obtain (or to obtain timely) necessary approvals for purchase or sale
transactions or to complete the transactions for other reasons generally beyond our
control; |
|
|
|
|
increases in the costs of programming, including on-air talent; |
|
|
|
|
inability to grow through suitable acquisitions; |
|
|
|
|
new or changing regulations of the Federal Communications Commission or other
governmental agencies; |
|
|
|
|
changes in radio audience measurement methodologies; |
|
|
|
|
competition from new or different technologies; |
|
|
|
|
war, terrorist acts or political instability; and |
|
|
|
|
other factors mentioned in other documents filed by the Company with the Securities and
Exchange Commission. |
Emmis does not undertake any obligation to publicly update or revise any forward-looking statements
because of new information, future events or otherwise.
GENERAL
We are a diversified media company. We own and operate radio and publishing properties
located primarily in the United States. We also own one television station, which is held for sale
(See Note 1 to the accompanying condensed consolidated financial statements for more discussion).
Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales
represent more than 80% of our consolidated revenues. These rates are in large part based on our
entities ability to attract audiences/subscribers in demographic groups targeted by their
advertisers. Radio station ratings are measured principally four times a year by Arbitron, Inc.
Because audience ratings in a stations local market are critical to the stations financial
success, our strategy is to use market research and advertising and promotion to attract and retain
audiences in each stations chosen demographic target group.
Our revenues vary throughout the year. As is typical in the broadcasting industry, our
revenues and operating income are usually lowest in our fourth fiscal quarter.
In addition to the sale of advertising time for cash, stations typically exchange advertising
time for goods or services, which can be used by the station in its business operations. These
barter transactions are recorded at the estimated fair value of the product or service received.
We generally confine the use of such trade transactions to
promotional items or services for which we would otherwise have paid cash. In addition, it is
our general
-23-
policy not to pre-empt advertising spots paid for in cash with advertising spots paid
for in trade.
The following table summarizes the sources of our revenues for the three-month periods ended
May 31, 2007 and 2008. All revenues generated by our international radio properties are included
in the Local category. The category Non Traditional principally consists of ticket sales and
sponsorships of events our stations and magazines conduct in their local markets. The category
Other includes, among other items, revenues generated by the websites of our entities and barter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
2007 |
|
|
% of Total |
|
|
2008 |
|
|
% of Total |
|
|
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Net revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Local |
|
$ |
59,353 |
|
|
|
68.0 |
% |
|
$ |
57,155 |
|
|
|
65.8 |
% |
National |
|
|
14,340 |
|
|
|
16.4 |
% |
|
|
14,824 |
|
|
|
17.1 |
% |
Publication Sales |
|
|
3,960 |
|
|
|
4.5 |
% |
|
|
3,822 |
|
|
|
4.4 |
% |
Non Traditional |
|
|
3,269 |
|
|
|
3.7 |
% |
|
|
3,121 |
|
|
|
3.6 |
% |
Other |
|
|
6,341 |
|
|
|
7.4 |
% |
|
|
7,925 |
|
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net revenues |
|
$ |
87,263 |
|
|
|
|
|
|
$ |
86,847 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As previously mentioned, we derive more than 80% of our net revenues from advertising sales.
Our radio stations derive a higher percentage of their advertising revenues from local sales than
our publishing entities. In the three-month period ended May 31, 2008, local sales, excluding
political revenues, represented approximately 84% and 64% of our advertising revenues for our radio
and publishing divisions, respectively.
No customer represents more than 10% of our consolidated net revenues. Our top-ten categories
for radio represent approximately 63% of the total advertising net revenues. The automotive
industry is the largest category for radio, representing approximately 11% of the radio segments
advertising net revenues in the three-month period ended May 31, 2008.
The majority of our expenses are fixed in nature, principally consisting of salaries and
related employee benefit costs, office and tower rent, utilities, property and casualty insurance
and programming-related expenses. However, approximately 20% of our expenses vary in connection
with changes in revenues. These variable expenses primarily relate to sales commissions and bad
debt reserves. In addition, costs related to our marketing and promotions department are highly
discretionary and incurred primarily to maintain and/or increase our audience and market share.
KNOWN TRENDS AND UNCERTAINTIES
Domestic radio revenue growth has been anemic for several years. Management believes this is
principally the result of four factors: (1) the emergence of new media, such as various media
content distributed via the Internet and cable interconnects, which are gaining advertising share
against radio and other traditional media, (2) the perception of investors and advertisers that
satellite radio and portable media players diminish the effectiveness of radio advertising, (3)
advertisers lack of confidence in the ratings of radio stations due to dated ratings-gathering
methods, and (4) a lack of inventory and pricing discipline by radio operators.
The radio industry has begun several initiatives to address these issues, most notable of
which is the rollout of HD Radio®. HD Radio offers listeners advantages over standard
analog broadcasts, including improved sound quality and additional channels. To make the rollout
of HD Radio more efficient, a consortium of broadcasters
-24-
representing a majority of the radio
stations in nearly all of our markets have agreed to work together to coordinate the programming on
secondary channels in each radio market to ensure a more diverse consumer offering and to
accelerate the rollout of HD Radio receivers, particularly in automobiles. In addition to offering
secondary channels, the HD Radio spectrum allows broadcasters to transmit other forms of data. We
recently announced our participation in a joint venture with seven other member broadcasters to
provide the bandwidth that a third party will use to transmit location-based data to hand-held and
in-car navigational devices. We currently utilize HD Radio digital technology on most of our FM
stations. It is unclear what impact HD Radio will have on the markets in which we operate.
Arbitron Inc., the supplier of ratings data for United States radio markets, has developed
technology to passively collect data for its ratings service. The Portable People MeterTM
(PPMTM) is a small, pager-sized device that does not require any active
manipulation by the end user and is capable of automatically measuring radio, television, Internet,
satellite radio and satellite television signals that are encoded for the service by the
broadcaster. The PPM offers a number of advantages over the traditional diary ratings collection
system including ease of use, more reliable ratings data and shorter time periods between when
advertising runs and when audience listening or viewing habits can be reported. This service is
scheduled to begin in the New York, Los Angeles and Chicago markets in the fall of 2008. It is
unclear what impact the introduction of the PPM will have on ratings in the markets in which we
operate.
As discussed below, our reformatted stations in Los Angeles and New York continue to
negatively impact their radio cluster performance in their respective markets. Our Los Angeles and
New York markets collectively account for approximately 50% of our domestic radio revenues.
Although our radio cluster in Los Angeles exceeded the performance of the overall Los Angeles
radio market during the three-month period ended May 31, 2008, reformatted station KMVN-FM tempered
our results for the period. For the three-month period ended May 31, 2008, our Los Angeles radio
stations revenues were down 3.3%, whereas the independent accounting firm Miller, Kaplan, Arase &
Co., LLP (Miller Kaplan) reported that Los Angeles radio market total revenues were down 6.4%.
Revenue growth at KPWR-FM was slightly positive in the three-month period ended May 31, 2008 as
compared to the same period of the prior year, which is a direct result of sustained ratings growth
of the station.
Our radio cluster in New York trailed the performance of the overall New York radio market
during the three-month period ended May 31, 2008. For the three-month period ended May 31, 2008,
our New York radio stations revenues were down 8.0%, whereas the independent accounting firm
Miller Kaplan reported that New York radio market total revenues were down 1.6%. Revenue growth
at WQHT-FM and WRKS-FM was slightly positive in the three-month period ended May 31, 2008 as
compared to the same period of the prior year, which is attributable to improved ratings. We have
invested resources to promote our reformatted station, WRXP-FM, and will continue to invest
additional resources during our next fiscal quarter. We expect ratings and revenues to improve as
a result of our efforts.
In August 2005, Emmis made a strategic decision to divest all of its television stations. The
decision to sell its television stations stemmed from the Companys desire to reduce its debt,
coupled with the Companys view that its television stations needed to be aligned with a company
with more significant financial resources and a singular focus on resolving American television
challenges, including the growth of digital video recorders and the industrys relationship with
cable and satellite providers. As of May 31, 2008, Emmis has sold 15 of its 16 television
stations, receiving gross proceeds of approximately $1.2 billion. On May 2, 2008, Emmis entered
into an agreement to sell its remaining television station, WVUE-TV, in New Orleans, LA. The
transaction is expected to close in the second half of calendar 2008.
-25-
As part of our business strategy, we continually evaluate potential acquisitions of radio
stations, publishing properties and other businesses that we believe hold promise for long-term
appreciation in value and leverage our strengths.
ACCOUNTING PRONOUNCEMENTS
In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging Activities, an
amendment of FASB Statement No. 133 (SFAS No. 161), which requires additional disclosures about the
objectives of the derivative instruments and hedging activities, the method of accounting for such
instruments under SFAS No. 133 and its related interpretations, and a tabular disclosure of the
effects of such instruments and related hedged items on our financial position, operations, and
cash flows. SFAS No. 161 is effective for us beginning December 1, 2008. We are currently
assessing the potential impact that adoption of SFAS No. 161 may have on our financial statements.
On December 4, 2007, the FASB issued Statement of Financial Accounting Standards No. 160,
Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS No.
160). SFAS No. 160 will change the accounting and reporting for minority interests, which will be
recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160
requires retroactive adoption of the presentation and disclosure requirements for existing minority
interests, with all other requirements applied prospectively. SFAS No. 160 is effective for us as
of March 1, 2009. As of February 29, 2008, and May 31, 2008, minority interests characterized as
liabilities in the accompanying consolidated balance sheets were $53,758 and $54,596, respectively.
These amounts will be recharacterized as noncontrolling interests as a component of equity when
SFAS No. 160 is adopted on March 1, 2009.
On December 4, 2007, the FASB issued Statement of Financial Accounting Standards No. 141R (as
revised), Business Combinations (SFAS No. 141R), which will significantly change how business
combinations are accounted for through the use of fair values in financial reporting and will
impact financial statements both on the acquisition date and in subsequent periods. Some of the
changes, such as the accounting for contingent consideration, will introduce more volatility into
earnings, and could impact our acquisition strategy. SFAS No. 141R, which is effective for us as
of March 1, 2009, will apply to all business combinations that will close on or after March 1,
2009.
On June 27, 2007, the Emerging Issues Task Force (EITF) reached a consensus on accounting for
income tax benefits of dividends on share-based payment awards. Certain stock-based compensation
arrangements contain provisions that entitle an employee to receive dividends or dividend
equivalents on the unvested portion of the awards. Under the provisions of SFAS No. 123R, such
dividend features are factored into the value of the award at the grant date, and to the extent
that an award is expected to vest, the dividends are charged to retained earnings. For income tax
purposes, however, such dividend payments are generally considered additional compensation expense
when they are paid to employees and, therefore, are generally deductible by the employer on a
current basis for tax purposes. Under EITF No. 06-11, a realized tax benefit from dividends or
dividend equivalents that is charged to retained earnings and paid to employees for
equity-classified nonvested equity shares, nonvested equity share units, and outstanding share
options should be recognized as an increase to additional paid-in-capital. Those tax benefits are
considered windfall tax benefits under SFAS No. 123R. EITF No. 06-11 was adopted by the Company on
March 1, 2008 and did not have any effect on the Companys financial position, results of
operations or cash flows.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities (SFAS No. 159), which permits
companies to choose to measure certain financial instruments and other items at fair value that are
not currently required to be measured at fair value. SFAS No. 159 was adopted by the Company on
March 1, 2008. We have not elected to measure any
-26-
financial assets or financial liabilities at
fair value which were not previously required to be measured at fair value. The adoption of SFAS
No. 159 did not have any effect on the Companys financial position, results of operations or cash
flows.
In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair
Value Measurements (SFAS No. 157), which provides guidance for using fair value to measure assets
and liabilities. The standard also responds to investors requests for more information about: (1)
the extent to which companies measure assets and liabilities at fair value; (2) the information
used to measure fair value; and (3) the effect that fair value measurements have on earnings. SFAS
No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be
measured at fair value. The standard does not expand the use of fair value to any new
circumstances. SFAS No. 157 was adopted by the Company on March 1, 2008, though FASB Staff Position
No. 157-2, Effective Date of SFAS No. 157, defers the date of SFAS No. 157 for most nonfinancial
assets and nonfinancial liabilities to the Companys fiscal year beginning March 1, 2009. The
adoption of SFAS No. 157 did not have any effect on the Companys financial position, results of
operations or cash flows. For further discussion, see Note 6, Fair Value Measurements.
CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those that encompass significant judgments and
uncertainties, and potentially lead to materially different results under different assumptions and
conditions. We believe that our critical accounting policies are those described below.
Impairment of Goodwill and Indefinite-lived Intangibles
The annual impairment tests for goodwill and indefinite-lived intangibles under SFAS No. 142
require us to make certain assumptions in determining fair value, including assumptions about the
cash flow growth rates of our businesses. Additionally, the fair values are significantly impacted
by macro-economic factors, including market multiples at the time the impairment tests are
performed. Accordingly, we may incur additional impairment charges in future periods under SFAS
No. 142 to the extent we do not achieve our expected cash flow growth rates, or to the extent that
market values decrease.
Allocations for Purchased Assets
We have made acquisitions in the past for which a significant amount of the purchase price was
allocated to broadcasting licenses and goodwill assets. As of May 31, 2008, including amounts we
have reclassified as held-for-sale, we have recorded approximately $902.2 million in FCC licenses
and goodwill, which represents 78.7% of our total assets. In assessing the recoverability of these
assets, we conduct annual impairment testing required by SFAS No. 142 and charge to operations an
impairment expense if the recorded value of these assets is more than their fair value. We believe
our estimate of the value of our radio broadcasting licenses and goodwill assets is a critical
accounting estimate as the value is significant in relation to our total assets, and our estimate
of the value uses assumptions that incorporate variables based on past experiences and judgments
about future performance of our stations. These variables include but are not limited to: (1) the
forecasted growth rate of each radio market, including population, household income, retail sales
and other expenditures that would influence advertising expenditures; (2) market share and profit
margin of an average station within a market; (3) estimated capital start-up costs and losses
incurred during the early years; (4) risk-adjusted discount rate; (5) the likely media competition
within the market area; and (6) terminal values. Changes in our estimates of the fair value of
these assets could result in material future period write-downs in the carrying value of our
broadcasting licenses and goodwill assets.
-27-
Deferred Taxes and Effective Tax Rates
We estimate the effective tax rates and associated liabilities or assets for each legal entity
within Emmis in accordance with SFAS No. 109, Accounting for Income Taxes and FIN 48, Accounting
for Uncertainty in Income Taxes. These estimates are based upon our interpretation of United
States and local tax laws as they apply to our legal entities and our overall tax structure.
Audits by local tax jurisdictions, including the United States Government, could yield different
interpretations from our own and cause the Company to owe more taxes than originally recorded. We
utilize advisors in the various tax jurisdictions to evaluate our position and to assist in our
calculation of our tax expense and related liabilities.
Insurance Claims and Loss Reserves
The Company is self-insured for most healthcare claims, subject to stop-loss limits. Claims
incurred but not reported are recorded based on historical experience and industry trends, and
accruals are adjusted when warranted by changes in facts and circumstances. The Company had $1.4
million and $1.2 million accrued for employee healthcare claims as of February 29, 2008, and May
31, 2008, respectively. The Company also maintains large deductible programs (ranging from $250
thousand to $500 thousand per occurrence) for workers compensation claims, automotive liability
losses and media liability claims.
Valuation of Stock Options
The Company determines the fair value of its employee stock options at the date of grant using
a Black-Scholes option-pricing model. The Black-Scholes option pricing model was developed for use
in estimating the value of exchange-traded options that have no vesting restrictions and are fully
transferable. The Companys employee stock options have characteristics significantly different
than these traded options. In addition, option pricing models require the input of highly
subjective assumptions, including the expected stock price volatility and expected term of the
options granted. The Company relies heavily upon historical data of its stock price when
determining expected volatility, but each year the Company reassesses whether or not historical
data is representative of expected results.
-28-
Results of Operations for the Three-month Periods Ended May 31, 2008, Compared to May 31, 2007
Net revenue pro forma reconciliation:
Since March 1, 2007, we have acquired Orange Coast Kommunications, Inc. (publisher of Orange
Coast) and Infopress & Company OOD (operator of Inforadio, a Bulgarian national radio network).
The results of our television division have been included in discontinued operations and are not
included in reported results below. The following table reconciles actual net revenues to pro
forma net revenues.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
Reported net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
$ |
65,000 |
|
|
$ |
64,191 |
|
|
$ |
(809 |
) |
|
|
-1.2 |
% |
Publishing |
|
|
22,263 |
|
|
|
22,656 |
|
|
|
393 |
|
|
|
1.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
87,263 |
|
|
|
86,847 |
|
|
|
(416 |
) |
|
|
-0.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: Net revenues from
acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
|
144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
|
1,632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
|
65,144 |
|
|
|
64,191 |
|
|
|
(953 |
) |
|
|
-1.5 |
% |
Publishing |
|
|
23,895 |
|
|
|
22,656 |
|
|
|
(1,239 |
) |
|
|
-5.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
89,039 |
|
|
$ |
86,847 |
|
|
$ |
(2,192 |
) |
|
|
-2.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For further disclosure of segment results, see Note 10 to the accompanying condensed
consolidated financial statements. For additional pro forma financial information, see Note 7 to
the accompanying condensed consolidated financial statements.
Net revenues:
Radio net revenues decreased principally as a result of declining revenues in our New York
market. We typically monitor the performance of our stations against the aggregate performance of
the markets in which we operate based on reports for the periods prepared by the independent
accounting firm Miller Kaplan. For the three-month period ended May 31, 2008, net revenues of our
domestic radio stations were down 3.4%, whereas Miller Kaplan reported that revenues of our
domestic radio markets were down 4.2%. The Companys national representation firm guaranteed a
minimum amount of national sales for the year ended February 28, 2009. As of May 31, 2008, Emmis
determined that it was probable that the guaranteed minimum amount of national sales for the year
ended February 28, 2009 would not be attained. As such, the Company has accrued $1.3 million for
the shortfall as a reduction of agency commissions during the three-month period ended May 31,
2008. Market weakness and our stations weaknesses have led us to discount our rates charged to
advertisers. For the three-month period ended May 31, 2008, our average unit rate for our domestic
radio stations was down 9% and our number of units sold was up 5%.
On a pro forma basis (assuming Orange Coast Magazine had been purchased on March 1, 2007),
publishing net revenues for the three-month periods ended May 31, 2008, would have decreased $1.2
million, or 5.2%. The decrease in publishing pro forma net revenue for the three-month periods
ended May 31, 2008, is
-29-
principally
attributable to weak demand for advertising inventory at most of our city/regional publications,
partially offset by an increase in barter revenues. In June 2008, Emmis indefinitely suspended the
publication of Tu Ciudad and will reclassify the results of Tu Ciudad as discontinued operations in
its quarter ended August 31, 2008. See the related discussion below in publishing operating
expenses, excluding depreciation and amortization expense.
On a consolidated basis, pro forma net revenues for the three-month period ended May 31, 2008,
decreased $2.2 million, or 2.5%, due to the effect of the items described above.
Station operating expenses, excluding depreciation and amortization expense pro forma
reconciliation:
Since March 1, 2007, we have acquired Orange Coast Kommunications, Inc. (publisher of Orange
Coast) and Infopress & Company OOD (operator of Inforadio, a Bulgarian national radio network).
The results of our television division have been included in discontinued operations and are not
included in reported results below. The following table reconciles actual operating expenses to
pro forma operating expenses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
|
|
(Dollars in thousands) |
|
|
|
|
|
|
|
|
|
Reported station operating expenses,
excluding depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
$ |
46,338 |
|
|
$ |
43,158 |
|
|
$ |
(3,180 |
) |
|
|
-6.9 |
% |
Publishing |
|
|
19,687 |
|
|
|
21,470 |
|
|
|
1,783 |
|
|
|
9.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
66,025 |
|
|
|
64,628 |
|
|
|
(1,397 |
) |
|
|
-2.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plus: Station operating expenses, excluding
depreciation and amortization expense from
acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Publishing |
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,533 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma station operating expenses,
excluding depreciation and amortization expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
|
46,409 |
|
|
|
43,158 |
|
|
|
(3,251 |
) |
|
|
-7.0 |
% |
Publishing |
|
|
21,149 |
|
|
|
21,470 |
|
|
|
321 |
|
|
|
1.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
67,558 |
|
|
$ |
64,628 |
|
|
$ |
(2,930 |
) |
|
|
-4.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For further disclosure of segment results, see Note 10 to the accompanying condensed
consolidated financial statements. For additional pro forma financial information, see Note 7 to
the accompanying condensed consolidated financial statements.
Station operating expenses, excluding depreciation and amortization expense:
On a pro forma basis (assuming Inforadio had been purchased on March 1, 2007), radio station
operating expenses, excluding depreciation and amortization expense for the three-month period
ended May 31, 2008 would have decreased $3.3 million or 7.0%. Radio station operating expenses,
excluding depreciation and amortization expense decreased in the three-month period ended May 31,
2008, principally due to lower expenses at KMVN-FM in Los Angeles. Station operating expenses,
excluding depreciation and amortization expense at KMVN-FM
-30-
decreased
$2.6 million as the station was engaged in an extensive marketing campaign during the three-month
period ended May 31, 2007, which was not duplicated during the three-month period ended May 31,
2008.
On a pro forma basis (assuming Orange Coast Magazine had been purchased on March 1, 2007),
publishing operating expenses, excluding depreciation and amortization expense for the three-month
period ended May 31, 2008 would have increased $0.3 million, or 1.5%. Publishing operating
expenses, excluding depreciation and amortization expense increased primarily due to additional
barter expenses in the three-month period ended May 31, 2008 as compared to the same period of the
prior year, partially offset by lower sales-related costs due to revenue declines. In June 2008,
Emmis indefinitely suspended the publication of Tu Ciudad. Emmis expects to record a charge of
approximately $1.1 million related to severances and other shut-down related costs during its
quarter ended August 31, 2008. Emmis will reclassify the results of Tu Ciudad as discontinued
operations in its quarter ended August 31, 2008.
On a consolidated basis, pro forma station operating expenses for the three-month period ended
May 31, 2008, decreased $2.9 million, or 4.3%, due to the effect of the items described above.
Corporate expenses, excluding depreciation and amortization expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Corporate expenses |
|
$ |
5,708 |
|
|
$ |
5,633 |
|
|
$ |
(75 |
) |
|
|
(1.3 |
)% |
Corporate expenses decreased due to lower health insurance and general insurance costs as
compared to the same period of the prior year, coupled with continuing efforts to streamline our
corporate services . These cost savings are partially offset by the resumption of regular salary
payments to our CEO. Our CEO had voluntarily reduced his salary to $1 for the year ended February
29, 2008.
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
|
|
(Amounts in thousands) |
|
|
|
|
Depreciation and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
$ |
2,651 |
|
|
$ |
3,104 |
|
|
$ |
453 |
|
|
|
17.1 |
% |
Publishing |
|
|
172 |
|
|
|
312 |
|
|
|
140 |
|
|
|
81.4 |
% |
Corporate |
|
|
635 |
|
|
|
531 |
|
|
|
(104 |
) |
|
|
(16.4 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total depreciation and amortization |
|
$ |
3,458 |
|
|
$ |
3,947 |
|
|
$ |
489 |
|
|
|
14.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Substantially all of the increase in radio depreciation and amortization expense for the
three-month period ended May 31, 2008, is due to the depreciation of property and equipment and the
amortization of intangibles of Inforadio, which was acquired in December 2007.
-31-
Substantially all of the increase in publishing depreciation and amortization expense for the
three-month period ended May 31, 2008, is due to amortization of intangibles of Orange Coast, which
was acquired in July 2007.
Operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
|
|
|
2007 |
|
|
2008 |
|
|
$ Change |
|
|
% Change |
|
|
|
(Amounts in thousands) |
|
|
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio |
|
$ |
16,011 |
|
|
$ |
17,938 |
|
|
$ |
1,927 |
|
|
|
12.0 |
% |
Publishing |
|
|
2,404 |
|
|
|
871 |
|
|
|
(1,533 |
) |
|
|
(63.8 |
)% |
Corporate |
|
|
(6,343 |
) |
|
|
(6,164 |
) |
|
|
179 |
|
|
|
(2.8 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income |
|
$ |
12,072 |
|
|
$ |
12,645 |
|
|
$ |
573 |
|
|
|
4.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In the three-month period ended May 31, 2008, radio operating income increased due to reduced
promotional spending at KMVN-FM in Los Angeles, partially offset by declining revenues in our New
York and Los Angeles radio clusters, as discussed above.
In the three-month period ended May 31, 2008, publishing operating income decreased due to
weak demand of advertising inventory at most of our city/regional publications.
In the three-month period ended May 31, 2008, corporate operating loss decreased due to lower
general insurance and health insurance expense coupled with a continued focus on streamlining our
corporate services. These savings are partially offset by the increase in our CEOs salary as
discussed above.
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Interest expense |
|
$ |
9,332 |
|
|
$ |
7,057 |
|
|
$ |
(2,275 |
) |
|
|
(24.4 |
)% |
The decrease in interest expense is principally due to lower interest rates on our senior
credit facility. The weighted average borrowing rate under our senior credit facility, including
our interest rate exchange agreements, at May 31, 2007 and 2008 was 7.1% and 5.5%, respectively.
-32-
Income before income taxes, minority interest and discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Income before income taxes,
minority interest and discontinued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
operations |
|
$ |
2,676 |
|
|
$ |
5,438 |
|
|
$ |
2,762 |
|
|
|
103.2 |
% |
The increase in the three-month period ended May 31, 2008, is principally due to lower
interest expense and lower operating expenses of our radio and corporate divisions. These
increases in income before income taxes, minority interest and discontinued operations were
partially offset by lower revenues of our publishing division.
Provision for income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Provision for income taxes |
|
$ |
1,992 |
|
|
$ |
3,691 |
|
|
$ |
1,699 |
|
|
|
85.3 |
% |
The effective tax rate for the three-month periods ended May 31, 2007 and 2008 was 74.4% and
67.9%, respectively. Our effective tax rates differed from our statutory rate of 41% due to our
low income before income taxes in relation to other non-deductible items. Included in our
provision for income taxes for the three-month period ended May 31, 2008, is a discrete $1.1
million tax item, resulting from the vesting of restricted stock in which the book expense exceeded
the related tax deduction. Excluding this discrete item, our effective tax rate for the
three-month period ended May 31, 2008 would have been 46.9%. Including the effect of the discrete
item, we expect our effective tax rate for the year ending February 28, 2009, to be approximately
51%.
Minority interest expense, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Minority interest
expense, net of tax |
|
$ |
1,193 |
|
|
$ |
1,407 |
|
|
$ |
214 |
|
|
|
17.9 |
% |
Our minority interest expense principally relates to the minority shareholders proportionate
shares of income generated by our radio partnership in Austin, Texas (we own 50.1%), our radio
station in Hungary (we own 59.5%), and our radio operations in Bulgaria (we own approximately 60%).
Minority interest expense increased over the same period of the prior year due to modest increases
in income generated at our Austin, Texas radio properties and our
radio station in Hungary. Income generated by our properties in Bulgaria was consistent between
periods.
-33-
Income from discontinued operations, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Income from discontinued operations,
net of tax |
|
$ |
820 |
|
|
$ |
856 |
|
|
$ |
36 |
|
|
|
4.4 |
% |
Our television division has been classified as discontinued operations in the accompanying
condensed consolidated statements. The financial results of the division and related discussions
are fully described in Note 1 to the accompanying condensed consolidated financial statements.
In June 2008, Emmis and its private insurer agreed to a full and final settlement of its
insurance claim related to Hurricane Katrina. As a result, Emmis received $3.1 million during the
quarter ended August 31, 2008, which will be reflected as an increase to income from discontinued
operations in our condensed consolidated statements of operations.
Net income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended May 31, |
|
|
|
|
|
|
2007 |
|
2008 |
|
$ Change |
|
% Change |
|
|
(Amounts in thousands) |
|
|
|
Net income |
|
$ |
311 |
|
|
$ |
1,196 |
|
|
$ |
885 |
|
|
|
284.6 |
% |
The increase in net income in the three-month period ended May 31, 2008 is principally
attributable to lower interest expense and lower operating expenses of our radio and corporate
divisions partially offset by lower revenues of our publishing division and an increased provision
for income taxes due to higher net income and a discrete tax item.
Liquidity and Capital Resources
Our primary sources of liquidity are cash provided by operations and cash available through
revolver borrowings under our credit facility. Our primary uses of capital have been historically,
and are expected to continue to be, funding acquisitions, capital expenditures, working capital,
debt service and preferred stock dividend requirements. We also have used capital to repurchase
our common stock. On August 8, 2007, Emmis Board of Directors authorized a share repurchase
program pursuant to which Emmis is authorized to purchase up to an aggregate value of $50 million
of its outstanding Class A common stock within the parameters of SEC Rule 10b-18. Common stock
repurchase transactions may occur from time to time at our discretion, either on the open market or
in privately negotiated purchases, subject to prevailing market conditions and other
considerations. On May 22, 2008, Emmis Board of Directors revised the share repurchase program to
allow for the repurchase of both Class A common stock and Series A cumulative convertible preferred
stock. We did not repurchase any Class A common stock or Series A cumulative convertible preferred
stock during the three-month period ended May 31, 2008. Since we manage cash on a consolidated
basis, any cash needs of a particular segment or operating entity are met by intercompany
transactions. See Investing Activities below for a discussion of specific segment needs.
At May 31, 2008, we had cash and cash equivalents of $25.6 million and net working capital of
$61.1
-34-
million. At February 29, 2008, we had cash and cash equivalents of $19.5 million and net
working capital of $52.8 million. Cash and cash equivalents held at various European banking
institutions at May 31, 2008, and February 29, 2008 was $17.1 million and $14.5 million,
respectively. During the three-month period ended May 31, 2008, working capital increased $8.3
million. The increase in net working capital primarily relates to higher cash on hand as the
Company used minimal cash to fund investing and financing needs. In June 2008, Emmis and its
private insurer agreed to a full and final settlement of its insurance claim related to Hurricane
Katrina. As a result, Emmis received $3.1 million during the quarter ended August 31, 2008, which
will be reflected as an increase to income from discontinued operations in our condensed
consolidated statements of operations.
The Company has entered into two separate three-year interest rate exchange agreements,
whereby the Company pays a fixed rate of notional principal in exchange for a variable rate on the
same amount of notional principal based on the three-month LIBOR. The counterparties to these
agreements are global financial institutions.
Operating Activities
Cash flows provided by operating activities were $10.0 million for the three-month period
ended May 31, 2008 versus $6.6 million in the same period of the prior year. Cash flows provided
by operating activities are historically the highest in our third and fourth fiscal quarters as a
significant portion of our accounts receivable collections is derived from revenues recognized in
our second and third fiscal quarters, which are our highest revenue quarters.
Investing Activities
Cash flows used in investing activities were $1.1 million for the three-month period ended May
31, 2008, versus cash flows provided by investing activities of $6.7 million in the same period of
the prior year. Cash flows provided by investing activities for the three-month period ended May
31, 2007, included $10.0 million of cash received in connection with the consummation of our sale
of KMTV-TV. Investing activities generally include capital expenditures and business acquisitions
and dispositions.
In the three-month periods ended May 31, 2007 and 2008, we had capital expenditures of $1.0
million and $0.8 million, respectively. We expect capital expenditures related to continuing
operations to be approximately $7.0 million in the current fiscal year, compared to $6.8 million in
fiscal 2008. We expect that future requirements for capital expenditures will include capital
expenditures incurred during the ordinary course of business. We expect to fund such capital
expenditures with cash generated from operating activities and borrowings under our credit
facility.
Financing Activities
Cash flows used in financing activities were $4.0 million for the three-month period ended May
31, 2008, versus $20.7 million in the same period of the prior year. Cash flows used in financing
activities in the three-month period ended May 31, 2008, primarily relate to the $1.1 million of
net repayments of debt under our senior credit facility coupled with $2.2 million used to pay
preferred stock dividends. Cash used in financing activities for the three-month period ended May
31, 2007, primarily relate to the $18.0 million of net repayments of debt under our senior credit
facility coupled with $2.2 million used to pay preferred stock dividends. Our financing activities
for the three-month period ended May 31, 2008, were funded by cash generated by operating
activities. Our financing activities for the three-month period ended May 31, 2007 were funded by
cash generated by operating activities as well the receipt of $10.0 million of proceeds resulting
from the consummation of our sale of KMTV-TV.
-35-
As of May 31, 2008, Emmis had $437.6 million of borrowings under its senior credit facility
($4.4 million current and $433.2 million long-term), $3.4 million of other indebtedness ($1.3
million current and $2.1 million long-
term) and $143.8 million of convertible preferred stock outstanding. All outstanding amounts
under our credit facility bear interest, at our option, at a rate equal to the Eurodollar rate or
an alternative Base Rate plus a margin. As of May 31, 2008, our weighted average borrowing rate
under our credit facility including our interest rate exchange agreements was approximately 5.5%.
The debt service requirements of Emmis over the next 12 month period (excluding interest under
our credit facility) are expected to be $13.4 million. This amount is comprised of $4.4 million
for repayment of term notes under our credit facility and $9.0 million in preferred stock dividend
requirements. Although interest will be paid under the credit facility at least every three
months, the amount of interest is not presently determinable given that the credit facility bears
interest at variable rates. The terms of Emmis preferred stock provide for a quarterly dividend
payment of $.78125 per share on each January 15, April 15, July 15 and October 15.
At July 3, 2008, we had $139.8 million available for additional borrowing under our credit
facility, which is net of $2.2 million in outstanding letters of credit. Availability under the
credit facility depends upon our continued compliance with certain operating covenants and
financial ratios, including leverage, interest coverage and fixed charge coverage as specifically
defined. Emmis was in compliance with these covenants at May 31, 2008. As part of our business
strategy, we continually evaluate potential acquisitions, dispositions and swaps of radio stations,
publishing properties and other businesses, striving to maintain a portfolio that we believe
leverages our strengths and holds promise for long-term appreciation in value. If we elect to take
advantage of future acquisition opportunities, we may incur additional debt or issue additional
equity or debt securities, depending on market conditions and other factors. In addition, Emmis
currently has the option, but not the obligation, to purchase our 49.9% partners entire interest
in the Austin radio partnership based on an 18-multiple of trailing 12-month cash flow. The option,
which does not expire, has not been exercised.
Intangibles
Including intangible assets classified as noncurrent assets discontinued operations in the
accompanying condensed consolidated balance sheet, at May 31, 2008, approximately 81% of our total
assets consisted of intangible assets, such as FCC broadcast licenses, goodwill, trademarks and
similar assets, the value of which depends significantly upon the operational results of our
businesses. In the case of our U.S. radio stations, we would not be able to operate the properties
without the related FCC license for each property. FCC licenses are renewed every eight years;
consequently, we continually monitor our stations compliance with the various regulatory
requirements. Historically, all of our FCC licenses have been renewed at the end of their
respective periods, and we expect that all FCC licenses will continue to be renewed in the future.
Our foreign broadcasting licenses expire during periods ranging from November 2009 to February
2013. We will need to submit applications to extend our foreign licenses upon their expiration to
continue our broadcast operations in these countries. While we expect our foreign licenses to be
renewed, most of the countries in which we operate do not have the regulatory framework or history
that we have with respect to license renewals in the United States. This makes the risk of
non-renewal (or of renewal on less favorable terms) of foreign licenses greater than for United
States licenses.
Regulatory, Legal and Other Matters
The Company is a party to various legal and regulatory proceedings arising in the ordinary
course of business. In the opinion of management of the Company, there are no legal or regulatory
proceedings pending against the Company that are likely to have a material adverse effect on the
Company.
Certain individuals and groups have challenged applications for renewal of the FCC licenses of
certain of the
-36-
Companys stations. The challenges to the license renewal applications are
currently pending before the Commission. Emmis does not expect the challenges to result in the
denial of any license renewals.
In 2006, the FCC commenced an industry-wide inquiry into possible violations of sponsorship
identification requirements and payola in the radio industry. Its initial inquiries were
directed to four radio groups, and in April 2007, those groups entered into Consent Decrees with
the FCC to resolve outstanding investigations and allegations. The Company has received similar
inquiries from the FCC and has submitted responses; additional responses may be submitted in the
future. The Company has not yet determined what effect the inquiry will have, if any, on its
financial position, results of operations or cash flows.
Quantitative and Qualitative Disclosures About Market Risk
On March 28, 2007, Emmis entered into an interest rate exchange agreement that fixed the
underlying three-month LIBOR at 4.795%. The notional amount of the interest rate exchange
agreement totaled $165.0 million, and the agreement expires on March 27, 2010. On March 28, 2008,
Emmis entered into an additional interest rate exchange agreement that fixed the underlying
three-month LIBOR at 2.964%. The notional amount of the additional interest rate exchange
agreement totaled $100.0 million, and the agreement expires on March 27, 2011. Based on amounts
outstanding at May 31, 2008, (including the interest rate exchange agreements in place) if the
interest rate on our variable debt were to increase by 1.0%, our annual interest expense would
increase by approximately $1.7 million.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Discussion regarding these items is included in managements discussion and analysis of
financial condition and results of operations.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this quarterly report, the Company evaluated the
effectiveness of the design and operation of its disclosure controls and procedures (Disclosure
Controls). This evaluation (the Controls Evaluation) was performed under the supervision and
with the participation of management, including our Chief Executive Officer (CEO) and Chief
Financial Officer (CFO).
Based upon the Controls Evaluation, our CEO and CFO concluded that as of May 31, 2008, our
Disclosure Controls are effective to provide reasonable assurance that information relating to
Emmis Communications Corporation and Subsidiaries that is required to be disclosed by us in the
reports that we file or submit, is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and forms, and is accumulated
and communicated to our management, including our principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions
regarding required disclosure.
-37-
Changes in Internal Control over Financial Reporting
During the period covered by this quarterly report, there were no changes in the Companys
internal control over financial reporting that have materially affected, or are reasonably likely
to materially affect, the Companys internal control over financial reporting.
It should be noted that any control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the control systems objectives will be met.
PART II OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three-month period ended May 31, 2008, there were no repurchases of our Class A
common stock or Series A cumulative convertible preferred stock pursuant to a previously announced
share repurchase program by the Companys Board of Directors. There were, however, elections by
employees to withhold shares of stock upon vesting of restricted stock units to cover withholding
tax obligations. The following table provides information on our repurchases related to elections
by employees to withhold shares of stock upon vesting of restricted stock during the three months
ended May 31, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) |
|
(d) |
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
Maximum |
|
|
|
|
|
|
|
|
|
|
Shares |
|
Approximate |
|
|
|
|
|
|
|
|
|
|
Purchased as |
|
Dollar Value of |
|
|
(a) |
|
(b) |
|
Part of Publicly |
|
Shares That May |
|
|
Total Number |
|
Average Price |
|
Announced |
|
Yet Be Purchased |
|
|
of Shares |
|
Paid Per |
|
Plans of |
|
Under the Plans |
Period |
|
Purchased |
|
Share |
|
Programs |
|
or Programs |
March 1, 2008 - March 31, 2008
|
|
|
75,827 |
|
|
$ |
2.96 |
|
|
|
|
$ |
36,150,565 |
|
April 1, 2008 - April 30, 2008
|
|
|
1 |
|
|
$ |
3.36 |
|
|
|
|
$ |
36,150,565 |
|
May 1, 2008 - May 31, 2008
|
|
|
95,344 |
|
|
$ |
3.30 |
|
|
|
|
$ |
36,150,565 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-38-
Item 6. Exhibits
(a) Exhibits.
The following exhibits are filed or incorporated by reference as a part of
this report:
|
3.1 |
|
Second Amended and Restated Articles of Incorporation of Emmis
Communications Corporation, as amended effective June 13, 2005 incorporated by
reference from Exhibit 3.1 to the Companys Form 10-K for the fiscal year ended
February 28, 2006. |
|
|
3.2 |
|
Amended and Restated Bylaws of Emmis Communications Corporation,
incorporated by reference from Exhibit 3.2 to the Companys Form 10-K filed on
May 12, 2008. |
|
|
4.1 |
|
Form of stock certificate for Class A common stock, incorporated
by reference from Exhibit 3.5 to the 1994 Emmis Registration Statement on Form
S-1, File No. 33-73218 (the 1994 Registration Statement). |
|
|
12 |
|
Statement re: Computation of Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends. |
|
|
31.1 |
|
Certification of Principal Executive Officer of Emmis
Communications Corporation pursuant to Rule 13a-14(a) under the Exchange Act. |
|
|
31.2 |
|
Certification of Principal Financial Officer of Emmis
Communications Corporation pursuant to Rule 13a-14(a) under the Exchange Act. |
|
|
32.1 |
|
Section 1350 Certification of Principal Executive Officer of
Emmis Communications Corporation. |
|
|
32.2 |
|
Section 1350 Certification of Principal Financial Officer of
Emmis Communications Corporation. |
-39-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
|
|
|
|
EMMIS COMMUNICATIONS CORPORATION |
|
|
|
|
|
|
|
Date: July 10, 2008
|
|
By: /s/ PATRICK M. WALSH
Patrick M. Walsh
|
|
|
|
|
Executive Vice President, Chief Financial |
|
|
|
|
Officer and Treasurer |
|
|
-40-