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 AUGUST 31, 2002
EMMIS COMMUNICATIONS CORPORATION EMMIS OPERATING COMPANY
(Exact name of registrant as (Exact name of registrant as
specified in its charter) specified in its charter)
INDIANA INDIANA
(State of incorporation or organization)(State of incorporation or organization)
0-23264 333-62172-13
(Commission file number) (Commission file number)
35-1542018 35-2141064
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
ONE EMMIS PLAZA ONE EMMIS PLAZA
40 MONUMENT CIRCLE 40 MONUMENT CIRCLE
SUITE 700 SUITE 700
INDIANAPOLIS, INDIANA 46204 INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)(Address of principal executive offices)
(317) 266-0100 (317) 266-0100
(REGISTRANT'S TELEPHONE NUMBER, (REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE) 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 X No
---- ----
The number of shares outstanding of each of Emmis Communications
Corporation's classes of common stock, as of October 1, 2002, was:
48,238,032 Shares of Class A Common Stock, $.01 Par Value
4,962,460 Shares of Class B Common Stock, $.01 Par Value
0 Shares of Class C Common Stock, $.01 Par Value
Emmis Operating Company has 1,000 shares of common stock outstanding as
of October 1, 2002 and all of these shares are owned by Emmis Communications
Corporation.
INDEX
PAGE
INDEPENDENT ACCOUNTANTS' REVIEW REPORT.........................................4
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements................................................5
Emmis Communications Corporation and Subsidiaries:
Condensed Consolidated Statements of Operations for the three and six
months ended August 31, 2001 and 2002.............................5
Condensed Consolidated Balance Sheets
as of February 28, 2002 and August 31, 2002.......................6
Condensed Consolidated Statements of Cash Flows for the
six months ended August 31, 2001 and 2002.........................8
Emmis Operating Company and Subsidiaries:
Condensed Consolidated Statements of Operations for the three and six
months ended August 31, 2001 and 2002............................10
Condensed Consolidated Balance Sheets
as of February 28, 2002 and August 31, 2002......................11
Condensed Consolidated Statements of Cash Flows for the
six months ended August 31, 2001 and 2002........................13
Notes to Condensed Consolidated Financial Statements......................15
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................36
Item 3. Quantitative and Qualitative Disclosures
about Market Risk................................................49
Item 4. Controls and Procedures............................................49
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................50
Item 4. Submission of Matters to a Vote of Security Holders................50
Item 6. Exhibits and Reports on Form 8-K...................................51
Signatures ...............................................................52
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
The Board of Directors and Shareholders
Emmis Communications Corporation and Subsidiaries
We have reviewed the accompanying condensed consolidated balance sheet
of Emmis Communications Corporation (an Indiana corporation) and Subsidiaries as
of August 31, 2002, and the related condensed consolidated statements of
operations for the three-month and six-month periods ended August 31, 2002, and
the condensed consolidated statements of cash flows for the six-month period
ended August 31, 2002. We have also reviewed the accompanying condensed
consolidated balance sheet of Emmis Operating Company (an Indiana corporation
and wholly owned subsidiary of Emmis Communications Corporation) and
Subsidiaries as of August 31, 2002, and the related condensed consolidated
statements of operations for the three-month and six-month periods ended August
31, 2002, and the condensed consolidated statements of cash flows for the
six-month period ended August 31, 2002. These financial statements are the
responsibility of the Companies' management. The condensed consolidated balance
sheet, statement of operations, and statement of cash flows of both Emmis
Communications Corporation and Subsidiaries and Emmis Operating Company and
Subsidiaries as of August 31, 2001, and for the three-month and six-month
periods then ended, were reviewed by other accountants who have ceased
operations. Those accountants' report (dated September 26, 2001) stated that
they were not aware of any material modifications that should be made to those
statements for them to be in conformity with accounting principles generally
accepted in the United States.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States,
which will be performed for the full year with the objective of expressing an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications
that should be made to the accompanying condensed consolidated financial
statements as of August 31, 2002, and for the three-month and six-month periods
then ended for them to be in conformity with accounting principles generally
accepted in the United States.
ERNST & YOUNG LLP
Indianapolis, Indiana
September 26, 2002
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)
Three Months Six Months
Ended August 31, Ended August 31,
2001 2002 2001 2002
---- ---- ---- ----
GROSS REVENUES $ 162,985 $ 162,708 $ 324,058 $322,206
LESS: AGENCY COMMISSIONS 18,338 19,486 41,158 42,178
------ ------ ------ ------
NET REVENUES 144,647 143,222 282,900 280,028
OPERATING EXPENSES:
Station operating expenses, excluding noncash compensation 87,515 85,965 177,485 172,295
Time brokerage fees - - 479 -
Corporate expenses, excluding noncash compensation 4,568 5,046 9,525 10,179
Noncash compensation 1,591 5,775 4,331 11,130
Depreciation and amortization 25,086 10,593 49,222 21,352
Restructuring fees and other 196 - 768 -
------ ------ ------ ------
Total operating expenses 118,956 107,379 241,810 214,956
------- ------- ------- -------
OPERATING INCOME 25,691 35,843 41,090 65,072
------ ------ ------ ------
OTHER INCOME (EXPENSE):
Interest expense (32,497) (26,196) (67,149) (56,143)
Loss from unconsolidated affiliates (1,232) (3,014) (2,096) (4,080)
Gain on sale of assets - - - 8,933
Other income (expense), net 277 610 1,736 1,257
--- --- ----- -----
Total other income (expense) (33,452) (28,600) (67,509) (50,033)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES, EXTRAORDINARY
LOSS AND ACCOUNTING CHANGE (7,761) 7,243 (26,419) 15,039
PROVISION (BENEFIT) FOR INCOME TAXES (1,691) 3,022 (6,872) 6,652
------ ----- ------ -----
INCOME (LOSS) BEFORE EXTRAORDINARY LOSS AND
ACCOUNTING CHANGE (6,070) 4,221 (19,547) 8,387
------ ----- ------- -----
EXTRAORDINARY LOSS, NET OF TAXES (1,084) (8,777) (1,084) (11,117)
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF TAXES OF $102,600 - - - (167,400)
------ ------ ------ -------
NET LOSS (7,154) (4,556) (20,631) (170,130)
PREFERRED STOCK DIVIDENDS 2,246 2,246 4,492 4,492
----- ----- ----- -----
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS $ (9,400) $ (6,802) $ (25,123) $ (174,622)
======== ======== ========= ==========
Basic and diluted net income (loss) available to common shareholders:
Before accounting change and extraordinary loss $ (0.18) $ 0.04 $ (0.51) $ 0.08
Extraordinary loss, net of tax (0.02) (0.17) (0.02) (0.22)
Cumulative effect of accounting change, net of tax - - - (3.35)
----- ----- ----- -----
Net loss available to common shareholders $ (0.20) $ (0.13) $ (0.53) $ (3.49)
======= ======= ======= =======
Basic and diluted weighted average common shares outstanding 47,353 53,083 47,301 50,007
See independent accountants' review report and accompanying notes.
In the three months ended August 31, 2001 and 2002, $1.5 million and
$4.8 million respectively, of our noncash compensation was attributable to our
stations, while $0.1 million and $1.0 million was attributable to corporate. In
the six months ended August 31, 2001 and 2002, $3.4 million and $9.5 million
respectively, of our noncash compensation was attributable to our stations,
while $0.9 million and $1.6 million was attributable to corporate.
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
February 28, August 31,
2002 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,362 $ 11,655
Accounts receivable, net 95,240 107,538
Prepaid expenses 14,847 16,452
Income tax refund receivable - 12,844
Other 23,657 17,279
Assets held for sale 123,416 -
------- -------
Total current assets 263,522 165,768
PROPERTY AND EQUIPMENT, NET 231,139 225,432
INTANGIBLE ASSETS (Note 3):
Indefinite lived intangibles 1,743,235 1,509,019
Goodwill 175,132 138,986
Other intangibles, net 34,964 28,167
--------- ---------
Total intangible assets 1,953,331 1,676,172
OTHER ASSETS, NET 62,077 50,653
--------- ---------
Total assets $ 2,510,069 $ 2,118,025
=========== ===========
See independent accountants' review report and accompanying notes.
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Unaudited)
(In thousands, except share data)
February 28, August 31,
2002 2002
---- ----
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 38,995 $ 41,743
Current maturities of long-term debt 7,933 14,289
Current portion of TV program rights payable 27,507 19,920
Accrued salaries and commissions 7,852 9,054
Accrued interest 14,068 15,694
Deferred revenue 16,392 15,970
Other 7,531 8,570
Credit facility debt to be repaid with assets held for sale 135,000 -
Liabilities associated with assets held for sale 63 -
--------- ---------
Total current liabilities 255,341 125,240
LONG-TERM DEBT, NET OF CURRENT MATURITIES 1,343,507 1,228,292
OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES 6,949 2,794
TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION 40,551 33,939
OTHER NONCURRENT LIABILITIES 26,966 22,426
DEFERRED INCOME TAXES 101,198 14,789
------- ------
Total liabilities 1,774,512 1,427,480
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Series A cumulative convertible preferred stock, $0.01 par value;
$50.00 liquidation value; authorized 10,000,000 shares; issued and
outstanding 2,875,000 shares at February 28, 2002 and August 31, 2002 29 29
Class A common stock, $.01 par value; authorized 170,000,000 shares;
issued and outstanding 42,761,299 shares at February 28, 2002
and 48,167,184 shares at August 31, 2002 428 482
Class B common stock, $.01 par value; authorized 30,000,000 shares;
issued and outstanding 5,250,127 shares at February 28, 2002
and 4,962,460 shares at August 31, 2002 53 50
Additional paid-in capital 843,254 981,363
Accumulated deficit (95,822) (270,443)
Accumulated other comprehensive loss (12,385) (20,936)
------- -------
Total shareholders' equity 735,557 690,545
------- -------
Total liabilities and shareholders' equity $ 2,510,069 $ 2,118,025
=========== ===========
See independent accountants' review report andaccompanying notes.
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended August 31,
2001 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (20,631) $ (170,130)
Adjustments to reconcile net loss to net cash
provided by operating activities -
Cumulative effect of accounting change - 167,400
Extraordinary loss 1,084 11,117
Depreciation and amortization 59,672 32,580
Accretion of interest on senior discount notes,
including amortization of related debt costs 11,268 13,885
Provision for bad debts 1,884 2,179
Provision (benefit) for deferred income taxes (6,872) 6,652
Noncash compensation 4,331 11,130
Gain on sale of assets - (8,933)
Other (3,442) (7,486)
Changes in assets and liabilities -
Accounts receivable (14,880) (14,477)
Prepaid expenses and other current assets 6,582 4,134
Other assets (17,061) 487
Accounts payable and accrued liabilities 5,007 4,182
Deferred revenue (365) (422)
Other liabilities 3,869 (16,775)
----- -------
Net cash provided by operating activities 30,446 35,523
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (19,539) (12,186)
Cash paid for acquisitions (140,746) -
Proceeds from sale of assets, net - 135,500
Other (3,231) (1,025)
------ ------
Net cash provided by (used in) investing activities (163,516) 122,289
======== =======
See independent accountants' review report and accompanying notes.
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
Six Months Ended
August 31,
2001 2002
---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (113,000) (269,525)
Proceeds from long-term debt 5,000 6,000
Proceeds from senior discount notes offering 202,612 -
Proceeds from issuance of the Company's Class A common
stock, net of transaction costs - 120,272
Proceeds from exercise of stock options 2,017 4,658
Preferred stock dividends paid (4,492) (4,492)
Premium paid to redeem senior discount notes - (6,678)
Debt related costs (12,501) (2,754)
------- ------
Net cash provided by (used in) financing activities 79,636 (152,519)
------ --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (53,434) 5,293
CASH AND CASH EQUIVALENTS:
Beginning of period 59,899 6,362
------ -----
End of period $ 6,465 $ 11,655
======= ========
SUPPLEMENTAL DISCLOSURES:
Cash paid for -
Interest $ 54,269 $ 39,455
Income taxes 1,058 630
ACQUISITION OF KKLT-FM, KTAR-AM
and KMVP-AM:
Fair value of assets acquired $ 160,746
Cash paid, net of deposit 140,746
Deposit paid in June 2000 20,000
----- ---
Liabilities recorded $ - $ -
======== ========
See independent accountants' review report and accompanying notes.
EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands)
Three Months Ended Six Months Ended
August 31, August 31,
2001 2002 2001 2002
---- ---- ---- ----
GROSS REVENUES $ 162,985 $162,708 $324,058 $322,206
LESS: AGENCY COMMISSIONS 18,338 19,486 41,158 42,178
------ ------ ------ ------
NET REVENUES 144,647 143,222 282,900 280,028
OPERATING EXPENSES:
Station operating expenses,
excluding noncash compensation 87,515 85,965 177,485 172,295
Time brokerage fees - - 479 -
Corporate expenses,
excluding noncash compensation 4,568 5,046 9,525 10,179
Noncash compensation 1,591 5,775 4,331 11,130
Depreciation and amortization 25,086 10,593 49,222 21,352
Restructuring fees and other 196 - 768 -
------- ------- ------- -------
Total operating expenses 118,956 107,379 241,810 214,956
------- ------- ------- -------
OPERATING INCOME 25,691 35,843 41,090 65,072
------ ------ ------ ------
OTHER INCOME (EXPENSE):
Interest expense (25,644) (19,818) (55,882) (42,258)
Loss from unconsolidated affiliates (1,232) (3,014) (2,096) (4,080)
Gain on sale of assets - - - 8,933
Other income (expense), net (698) 612 761 1,259
------ ------ ------ ------
Total other income (expense) (27,574) (22,220) (57,217) (36,146)
------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME TAXES,
EXTRAORDINARY LOSS AND ACCOUNTING CHANGE (1,883) 13,623 (16,127) 28,926
PROVISION (BENEFIT) FOR INCOME TAXES 196 5,088 (3,186) 11,160
--- ----- ------ ------
INCOME (LOSS) BEFORE EXTRAORDINARY
LOSS AND ACCOUNTING CHANGE (2,079) 8,535 (12,941) 17,766
------ ----- ------- ------
EXTRAORDINARY LOSS, NET OF TAXES (1,084) (549) (1,084) (2,889)
CUMULATIVE EFFECT OF ACCOUNTING
CHANGE, NET OF TAXES OF $102,600 - - - (167,400)
-------- ------- --------- ----------
NET INCOME (LOSS) $ (3,163) $ 7,986 $ (14,025) $ (152,523)
======== ======= ========= ==========
See independent accountants' review report and accompanying notes.
In the three months ended August 31, 2001 and 2002, $1.5 million and
$4.8 million respectively, of our noncash compensation was attributable to our
stations, while $0.1 million and $1.0 million was attributable to corporate. In
the six months ended August 31, 2001 and 2002, $3.4 million and $9.5 million
respectively, of our noncash compensation was attributable to our stations,
while $0.9 million and $1.6 million was attributable to corporate.
EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except share data)
February 28, August 31,
2002 2002
---- ----
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 6,362 $ 11,655
Accounts receivable, net 95,240 107,538
Prepaid expenses 14,847 16,452
Income tax refund receivable - 12,844
Other 23,657 17,279
Assets held for sale 123,416 -
------- -------
Total current assets 263,522 165,768
PROPERTY AND EQUIPMENT, NET 231,139 225,432
INTANGIBLE ASSETS (NOTE 3):
Indefinite lived intangibles 1,743,235 1,509,019
Goodwill 175,132 138,986
Other intangibles, net 34,964 28,167
------ ------
Total intangible assets 1,953,331 1,676,172
OTHER ASSETS, NET 51,147 42,683
----------- -----------
Total assets $ 2,499,139 $ 2,110,055
=========== ===========
See independent accountants' review report and accompanying notes.
EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(Unaudited)
(Dollars in thousands, except share data)
February 28, August 31,
2002 2002
---- ----
LIABILITIES AND SHAREHOLDER'S EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 38,995 $ 41,743
Current maturities of long-term debt 7,933 14,289
Current portion of TV program rights payable 27,507 19,920
Accrued salaries and commissions 7,852 9,054
Accrued interest 14,068 15,694
Deferred revenue 16,392 15,970
Other 6,408 7,447
Credit facility debt to be repaid with assets held for sale 135,000 -
Liabilities associated with assets held for sale 63 -
------- -------
Total current liabilities 254,218 124,117
LONG-TERM DEBT, NET OF CURRENT MATURITIES 1,117,000 1,041,898
OTHER LONG-TERM DEBT, NET OF CURRENT MATURITIES 6,949 2,794
TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION 40,551 33,939
OTHER NONCURRENT LIABILITIES 26,966 22,426
DEFERRED INCOME TAXES 108,988 27,921
------- ------
Total liabilities 1,554,672 1,253,095
--------- ---------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDER'S EQUITY:
Common stock, no par value; authorized , issued and outstanding
1,000 shares at February 28, 2002 and Augusty 31, 2002 1,027,221 1,027,221
Additional paid-in capital 8,108 86,167
Accumulated deficit (78,477) (235,492)
Accumulated other comprehensive loss (12,385) (20,936)
------- -------
Total shareholder's equity 944,467 856,960
------- -------
Total liabilities and shareholder's equity $ 2,499,139 $ 2,110,055
=========== ===========
See independent accountants' review report and accompanying notes.
EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six Months Ended
August 31,
2001 2002
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(14,025) $(152,523)
Adjustments to reconcile net loss to net cash
provided by operating activities-
Cumulative effect of accounting change - 167,400
Extraordinary loss 1,084 2,889
Depreciation and amortization 59,672 32,580
Provision for bad debts 1,884 2,179
Provision (benefit) for deferred income taxes (3,186) 11,160
Noncash compensation 4,331 11,130
Gain on sale of assets - (8,933)
Other (3,442) (8,406)
Changes in assets and liabilities -
Accounts receivable (14,880) (14,477)
Prepaid expenses and other current assets 6,582 4,134
Other assets (17,060) 486
Accounts payable and accrued liabilities 5,007 4,182
Deferred revenue (365) (422)
Other liabilities 2,746 (16,775)
----- -------
Net cash provided by operating activities 28,348 34,604
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (19,539) (12,186)
Cash paid for acquisitions (140,746) -
Proceeds from sale of assets, net - 135,500
Other (3,231) (1,025)
------ ------
Net cash provided by (used in) investing activities (163,516) 122,289
-------- -------
See independent accountants' review report and accompanying notes.
EMMIS OPERATING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
Six Months Ended
August 31,
2001 2002
---- ----
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (113,000) (216,102)
Proceeds from long-term debt 5,000 6,000
Distributions to parent (4,492) (2,246)
Contributions from parent 195,167 63,502
Debt related costs (941) (2,754)
---- ------
Net cash provided by (used in) financing activities 81,734 (151,600)
------ --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (53,434) 5,293
CASH AND CASH EQUIVALENTS:
Beginning of period 59,899 6,362
------ -----
End of period $ 6,465 $ 11,655
======= ========
SUPPLEMENTAL DISCLOSURES:
Cash paid for -
Interest $ 54,269 $ 39,455
Income taxes 1,058 630
ACQUISITION OF KKLT-FM, KTAR-AM
and KMVP-AM:
Fair value of assets acquired $ 160,746
Cash paid, net of deposit 140,746
Deposit paid in June 2000 20,000
------
Liabilities recorded $ -
=======
See independent accountants' review report and accompanying notes.
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
AND EMMIS OPERATING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2002
(Unaudited)
Note 1. General
Pursuant to the rules and regulations of the Securities and
Exchange Commission, the condensed consolidated interim financial statements
included herein have been prepared, without audit, by Emmis Communications
Corporation ("ECC") and its subsidiaries (collectively, "our," "us," "Emmis" or
the "Company") and by Emmis Operating Company and its subsidiaries (collectively
"EOC"). Unless otherwise noted, all disclosures contained in the Notes to
Condensed Consolidated Financial Statements in this Form 10-Q apply to Emmis and
EOC. As permitted under the applicable rules and regulations of the Securities
and Exchange Commission, certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States 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 Company's Annual Report filed on Form 10-K for the year ended
February 28, 2002. The Company's 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 and EOC, respectively, 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 and EOC at August
31, 2002 and the results of their operations for the three and six months ended
August 31, 2001 and 2002 and their cash flows for the six months ended August
31, 2001 and 2002.
Note 2. Accounting Policies
Basic and Diluted Net Income Per Common Share
EMMIS
Basic net income per common share is computed by dividing net income
available to common shareholders by the weighted-average number of common shares
outstanding for the period. Diluted net income 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
August 31, 2001 and 2002 consisted of stock options and the 6.25% Series A
cumulative convertible preferred stock. Neither the 6.25% Series A cumulative
convertible preferred stock nor the stock options are included in the
calculation of diluted net income per common share for the three and six months
ended August 31, 2001 and 2002 as the effect of their conversion to common stock
would be antidilutive. Weighted average shares excluded from the calculation of
diluted net income per share that would result from the conversion of the 6.25%
Series A cumulative convertible preferred stock and the conversion of stock
options amounted to approximately 4.4 and 3.8 million shares for the three
months ended August 31, 2001 and 2002, respectively, and 4.3 and 4.0 million
shares for the six months ended August 31, 2001 and 2002, respectively.
EOC
Because EOC is a wholly-owned subsidiary of Emmis, disclosure of
earnings per share for EOC is not required.
Reclassifications
Certain reclassifications have been made to the August 31, 2001 and
February 28, 2002 financial statements to be consistent with the August 31, 2002
presentation. The reclassifications have no impact on net income or retained
earnings previously reported.
Advertising Costs
The Company defers 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 an immaterial amount of these costs as of August
31, 2002 and August 31, 2001.
Recent Accounting Pronouncements
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations." Statement No. 141 addresses financial
accounting and reporting for business combinations and supersedes Accounting
Principle Board ("APB") Opinion No. 16, "Business Combinations" and FASB
Statement No. 38, "Accounting for Preacquisition Contingencies of Purchased
Enterprises." Statement No. 141 is effective for all business combinations
initiated after June 30, 2001 and eliminates the pooling-of-interest method of
accounting for business combinations except for qualifying business combinations
that were initiated prior to July 1, 2001. Statement No. 141 also changes the
criteria to recognize intangible assets apart from goodwill. The Company adopted
this Statement on July 1, 2001. The Company has historically used the purchase
method to account for all business combinations and adoption of this Statement
did not have a material impact on the Company's financial position, cash flows
or results of operations.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets". See Note 3 for a discussion of
Statement No. 142.
In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations" that applies to legal obligations associated with the
retirement of a tangible long-lived asset that results from the acquisition,
construction, development and/or the normal operation of a long-lived asset.
Under this standard, guidance is provided on measuring and recording the
liability. Adoption of this Statement by the Company will be effective on March
1, 2003. The Company does not believe that the adoption of this Statement will
materially impact the Company's financial position, cash flows or results of
operations.
Effective March 1, 2002, the Company adopted SFAS No. 144 "Accounting
for the Impairment or Disposal of Long-Lived Assets" which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
While SFAS No. 144 supersedes SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," it removes
certain assets such as deferred tax assets, goodwill and intangible assets not
being amortized from its scope and retains the requirements of SFAS No. 121
regarding the recognition of impairment losses on other long-lived assets held
for use. SFAS No. 144 also supersedes the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring events and Transactions" for the disposal of a segment of
a business. However, SFAS No. 144 retains the requirement in Opinion No. 30 to
report separately discontinued operations and extends that reporting to a
component of an entity that either has been disposed of (by sale, abandonment,
or in a distribution to owners) or is classified as held for sale. The adoption
of this statement did not have a material impact on the Company's financial
position, cash flows or results of operations.
In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections". Statement No. 145 rescinds FASB Statement No. 4, "Reporting Gains
and Losses from Extinguishment of Debt", and an amendment of that Statement, and
FASB Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements". Statement No. 145 also rescinds FASB Statement No. 44,
"Accounting for Leases", to eliminate an inconsistency between the required
accounting for sale-leaseback transactions and the required accounting for
certain lease modifications that have economic effects that are similar to
sale-leaseback transactions. Statement No. 145 also amends other existing
authoritative pronouncements to make various technical corrections, clarify
meanings, or describe their applicability under changed conditions. Adoption of
this Statement by the Company will be effective on March 1, 2003. Upon adoption
of this statement, the Company believes future write-offs of deferred debt fees
resulting from extinguishments of debt will be recorded as interest expense and
not as an extraordinary charge.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." Statement No. 146 supersedes
Emerging Issues Task Force Issue No. 94-3. Statement No. 146 requires that the
liability for a cost associated with an exit or disposal activity be recognized
when the liability is incurred, not at the date of an entity's commitment to an
exit or disposal plan. The provisions of Statement No. 146 are effective for
exit or disposal activities initiated after December 31, 2002. The Company does
not anticipate that the adoption of Statement No. 146 will have a material
impact on its consolidated financial position, results of operations or cash
flows.
Note 3. Intangible Assets and Goodwill
Effective March 1, 2002, the Company adopted SFAS No. 142, "Goodwill
and Other Intangible Assets", which requires the Company to cease amortizing
goodwill and certain intangibles. Instead, these assets will be reviewed at
least annually for impairment, and will be written down and charged to results
of operations in periods in which the recorded value of goodwill and certain
intangibles is more than its fair value. As of the date of adoption, the Company
reflected unamortized goodwill and unamortized FCC licenses in the amounts of
$175.1 million and $1,743.2 million, respectively. FCC licenses are renewed
every eight years for a nominal amount and historically all of our FCC licenses
have been renewed at the end of their respective eight-year periods. Since we
expect that all of our FCC licenses will continue to be renewed in the future,
we believe they have indefinite lives. The Company had previously amortized
these assets over the maximum period allowed of 40 years. Adoption of this
accounting standard eliminated the Company's amortization expense for goodwill
and FCC licenses. For comparison purposes, for the three and six months ended
August 31, 2001, the Company recorded amortization expense for goodwill and FCC
licenses of $16.1 million and $30.0 million, respectively.
The following unaudited pro forma summary presents the Company's
estimate of the effect of the adoption of Statement No. 142 as of the beginning
of the periods presented. Reported income (loss) before extraordinary loss and
accounting change and reported net loss available to common shareholder are
adjusted to eliminate the amortization expense recognized in those periods
related to goodwill and FCC licenses as these assets are not amortized under
this new accounting standard.
EMMIS
(Dollars in thousands, except per share data) THREE MONTHS ENDED SIX MONTHS ENDED
AUGUST 31, AUGUST 31,
2001 2002 2001 2002
---- ---- ---- ----
Reported income (loss) before extraordinary loss
and accounting change $ (6,070) $ 4,221 $ (19,547) $ 8,387
Add back: amortization of goodwill, net of tax
provision of $621 and $1,295 for the three and six
months ended August 31, 2001 1,306 - 2,405 -
Add back: amortization of FCC licenses,
net of tax provision of $4,589 and $9,214 for the three
and six months ended August 31, 2001 9,565 - 17,111 -
-------- ------- --------- -------
Adjusted income (loss) before extraordinary loss
and accounting change $ 4,801 $ 4,221 $ (31) $ 8,387
======= ======= ===== =======
Reported net loss available to common shareholders $ (9,400) $ (6,802) $ (25,123) $ (174,622)
Add back: amortization of goodwill, net of tax
provision of $621 and $1,295 for the three and
six months ended August 31, 2001 1,306 - 2,405 -
Add back: amortization of FCC licenses,
net of tax provision of $4,589 and $9,214 for the
three and six months ended August 31, 2001 9,565 - 17,111 -
-------- -------- --------- ----------
Adjusted net income (loss) available to common shareholders $ 1,471 $ (6,802) $ (5,607) $ (174,622)
======= ======== ======== ==========
BASIC NET LOSS AVAILABLE TO COMMON SHAREHOLDERS:
Reported net loss available to common shareholders $ (0.20) $ (0.13) $ (0.53) $ (3.49)
Amortization of goodwill, net of taxes 0.03 - 0.05 -
Amortization of FCC licenses, net of taxes 0.20 - 0.36 -
------- ------- ------- -------
Adjusted net income (loss) available to common shareholders $ 0.03 $ (0.13) $ (0.12) $ (3.49)
====== ======= ======= =======
DILUTED NET LOSS AVAILABLE TO COMMON SHAREHOLDERS:
Reported net loss available to common shareholders $ (0.20) $ (0.13) $ (0.53) $ (3.49)
Amortization of goodwill, net of taxes 0.03 - 0.05 -
Amortization of FCC licenses, net of taxes 0.20 - 0.36 -
------- ------- ------- -------
Adjusted net income (loss) available to common shareholders $ 0.03 $ (0.13) $ (0.12) $ (3.49)
====== ======= ======= =======
Basic Shares 47,353 53,083 47,301 50,007
Diluted Shares 47,353 53,083 47,301 50,007
EOC
(Dollars in thousands) THREE MONTHS ENDED AUGUST 31, SIX MONTHS ENDED AUGUST 31,
2001 2002 2001 2002
---- ---- ---- ----
Reported income (loss) before extraordinary
loss and accounting change $ (2,079) $ 8,535 $ (12,941) $ 17,766
Add back: amortization of goodwill, net of tax
provision of $621 and $1,295 for the three and
six months ended August 31, 2001 1,306 - 2,405 -
Add back: amortization of FCC licenses, net of
tax provision of $4,589 and $9,214 for the three and
six months ended August 31, 2001 9,565 - 17,111 -
-------- ------- --------- --------
Adjusted income before extraordinary
loss and accounting change $ 8,792 $ 8,535 $ 6,575 $ 17,766
======= ======= ======= ========
Reported net income (loss) $ (3,163) $ 7,986 $ (14,025) $(152,523)
Add back: amortization of goodwill, net of tax
provision of $621 and $1,295 for the three and
six months ended August 31, 2001 1,306 - 2,405 -
Add back: amortization of FCC licenses, net of
tax provision of $4,589 and $9,214 for the three and
six months ended August 31, 2001 9,565 - 17,111 -
-------- ------- --------- ---------
Adjusted net income (loss) $ 7,708 $ 7,986 $ 5,491 $(152,523)
======= ======= ======= =========
Because EOC is a wholly-owned subsidiary of Emmis, per share data is excluded.
INDEFINITE-LIVED INTANGIBLES
Under the guidance in Statement No. 142, the Company's 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 will be tested for impairment at least annually. As of August
31, 2002 and February 28, 2002, the carrying amounts of the Company's FCC
licenses were $1,509.0 million and $1,743.2 million, respectively.
In accordance with Statement No. 142, the Company tested these
indefinite-lived intangible assets for impairment as of March 1, 2002 by
comparing their fair value to their carrying value at that date. The Company
recognized impairment on its FCC licenses of approximately $145.0 million, net
of $88.8 million in tax benefit, which is recorded as a component of the
cumulative effect of accounting change during the three months ended May 31,
2002. Approximately $14.8 million of the charge, net of tax, related to our
radio segment and $130.2 million of the charge, net of tax, related to our
television segment. The fair value of our FCC licenses used to calculate the
impairment charge was determined by management, using an enterprise valuation
approach. Enterprise value was determined by applying an estimated market
multiple to the broadcast cash flow generated by each reporting unit. Market
multiples were determined based on information available regarding publicly
traded peer companies, recently completed or contemplated transactions within
the industry, and reporting units' competitive position in their respective
markets. Appropriate allocation was made to the tangible assets with the
residual amount representing the estimated fair value of our indefinite lived
intangible assets and goodwill. To the extent the carrying amount of the
indefinite-lived intangible exceeded its fair value, the difference was recorded
in the statement of operations, as described above. In the case of radio, the
Company determined the reporting unit to be all of our stations in a local
market, and in the case of television and publishing, the Company determined the
reporting unit to be each individual station or magazine. Throughout our fiscal
2002, unfavorable economic conditions persisted in the industries in which the
Company engages. These conditions caused customers to reduce the amount of
advertising dollars spent on the Company's media inventory as compared to prior
periods, adversely impacting the cash flow projections used to determine the
fair value of each reporting unit and public trading multiples of media stocks,
resulting in the write-off of a portion of the carrying amount of our FCC
licenses. The required impairment tests may result in future periodic
write-downs.
GOODWILL
Statement 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 completed the two-step impairment test during the quarter ended May
31, 2002. As a result of this test, the Company recognized impairment of
approximately $22.4 million, net of $13.8 million in tax benefit, as a component
of the cumulative effect of an accounting change during the three months ended
May 31, 2002. Approximately $18.5 million of the charge, net of tax, related to
our television segment and $3.9 million of the charge, net of tax, related to
our publishing segment. Consistent with the Company's approach to determining
the fair value of our FCC licenses, the enterprise valuation approach was used
to determine the fair value of each of the Company's reporting units, and a
portion of the carrying value of our goodwill was written-off due to reductions
in cash flow and public trading multiples of media stocks resulting from the
unfavorable economic conditions that reduced advertising expenditures throughout
our fiscal 2002. As of August 31, 2002 and February 28, 2002, the carrying
amount of the Company's goodwill was $139.0 million and $175.1 million,
respectively. The required impairment tests may result in future periodic
write-downs.
DEFINITE-LIVED INTANGIBLES
The Company has definite-lived intangible assets recorded that continue
to be amortized in accordance with Statement No. 142. These assets consist
primarily of foreign broadcasting licenses, subscription lists, lease rights,
customer lists and non-compete agreements, all of which are amortized over the
period of time the assets are expected to contribute directly or indirectly to
the Company's future cash flows. In accordance with the transitional
requirements of Statement No. 142, the Company reassessed the useful lives of
these intangibles and determined that no changes to their useful lives were
necessary. The following table presents the gross carrying amount and
accumulated amortization for each major class of definite-lived intangible asset
at February 28, 2002 and August 31, 2002 (dollars in thousands):
FEBRUARY 28, 2002 AUGUST 31, 2002
----------------- ---------------
GROSS NET GROSS NET
CARRYING ACCUMULATED CARRYING CARRYING ACCUMULATED CARRYING
AMOUNT AMORTIZATION AMOUNT AMOUNT AMORTIZATION AMOUNT
------ ------------ ------ ------ ------------ ------
FOREIGN BROADCASTING LICENSES $ 22,542 $ 8,694 $ 13,848 $ 18,693 $ 9,327 $ 9,366
SUBSCRIPTION LISTS 12,189 11,077 1,112 12,189 11,723 466
LEASE RIGHTS 11,502 407 11,095 11,502 551 10,951
CUSTOMER LISTS 7,371 1,734 5,637 7,371 3,035 4,336
NON-COMPETE AGREEMENTS 5,738 5,561 177 5,738 5,580 158
OTHER 4,335 1,240 3,095 4,211 1,321 2,890
----- ----- ----- ----- ----- -----
TOTAL $ 63,677 $ 28,713 $ 34,964 $ 59,704 $ 31,537 $ 28,167
======== ======== ======== ======== ======== ========
Total amortization expense from definite-lived intangibles for the
three and six months ended August 31, 2002 was $1.7 million and $3.6 million,
respectively, and for the year ended February 28, 2002 was $7.6 million. Foreign
currency exchange rate differences reduced the carrying value of the foreign
broadcasting licenses and related accumulated amortization as of August 31, 2002
by $3.8 million and $0.6 million, respectively. The following table presents the
Company's estimate of amortization expense for each of the five succeeding
fiscal years for definite-lived intangibles recorded on our books as of February
28, 2002 (dollars in thousands):
FISCAL YEAR ENDED FEBRUARY,
2003 $ 4,469
2004 3,460
2005 1,869
2006 910
2007 880
Note 4. Significant Events
Equity Issuance
In April 2002, ECC completed the sale of 4.6 million shares of its
Class A common stock at $26.80 per share resulting in total proceeds of $123.3
million. The net proceeds of $120.3 million were contributed to EOC and 50% of
the net proceeds were used in April 2002 to repay outstanding obligations under
our credit facility. The remainder was invested, and in July 2002 distributed to
ECC and used to redeem approximately 22.6% of ECC's outstanding 12 1/2% senior
discount notes (see below).
In addition, during the three months ended May 31, 2002, 300,000 shares
of Class B common stock were converted to Class A shares.
Dispositions
Effective May 1, 2002 Emmis completed the sale of substantially all of
the assets of KALC-FM in Denver, Colorado to Entercom Communications Corp. for
$88.0 million. Proceeds from the sale were used to repay outstanding term loans
under our credit facility. In connection with the sale, Emmis recorded a loss on
sale of assets of $1.3 million. On February 12, 2002, Emmis entered into a
definitive agreement to sell KALC-FM to Entercom and Entercom began operating
KALC-FM under a time brokerage agreement on March 16, 2002. Entercom paid Emmis
approximately $0.5 million under the time brokerage agreement, which is included
in net revenues in the accompanying condensed consolidated statements of
operations. The assets of KALC-FM were reflected as held for sale in the
accompanying condensed consolidated balance sheets as of February 28, 2002. The
$87.7 million of credit facility debt repaid with the net proceeds of the sale
was reflected as a current liability in the accompanying condensed consolidated
balance sheets as of February 28, 2002.
Effective May 1, 2002 Emmis completed the sale of substantially all of
the assets of KXPK-FM in Denver, Colorado to Entravision Communications
Corporation for $47.5 million. Proceeds were used to repay outstanding term
loans under our credit facility. In connection with the sale, Emmis recorded a
gain on sale of assets of $10.2 million. Emmis entered into a definitive
agreement to sell KXPK-FM to Entravision on February 12, 2002. The assets of
KXPK-FM were reflected as held for sale in the accompanying condensed
consolidated balance sheets as of February 28, 2002. The $47.3 million of credit
facility debt repaid with the net proceeds of the sale was reflected as a
current liability in the accompanying condensed consolidated balance sheets as
of February 28, 2002.
Credit Facility Amendment
On June 21, 2002, EOC amended its credit facility to (1) issue a $500.0
million new Term B Loan which was used to repay amounts outstanding under the
existing $552.1 million Term B loan, (2) reset financial covenants for the
remaining term of the credit facility, and (3) permit EOC to make a one time
cash distribution to ECC for the purpose of redeeming a portion of its 12 1/2%
senior discount notes.
The existing Term B Loan was repaid, in full, with the proceeds from
the new Term B Loan and borrowings under the credit facility's revolving line of
credit (Revolver). The new Term B Loan has the same terms as the existing Term B
loan except that the applicable margin over the Eurodollar Rate Loan decreased
from a maximum of 3.5% to a maximum of 2.5%. In connection with the repayment of
the existing Term B Loan, the company recorded a $0.5 million extraordinary
charge, net of taxes of $0.3 million, relating to the write off of deferred debt
fees.
The amendment also decreased the total and senior leverage ratios (debt
divided by pro forma EBITDA, as defined in the credit agreement) during the
initial periods subsequent to the amendment and increased the total and senior
leverage ratios in future periods. The interest coverage ratio requirement
increased immediately following the effective date of the amendment but
decreased in future periods, as compared to the previous requirements. The pro
forma fixed charge coverage ratio requirement increased for the term of the
credit facility. These changes to the financial covenants are applicable to the
Revolver, Term A Loan and new Term B Loan.
Discount Notes Redemption
On July 1, 2002, ECC redeemed approximately 22.6% of its $370.0
million, face value, 12 1/2% Senior Discount Notes due 2011. Approximately $60.1
million of the proceeds from the Company's April 2002 equity offering were used
to repay approximately $53.4 million of the carrying value of the discount notes
at July 1, 2002 and pay approximately $6.7 million for a redemption premium. The
redemption premium and approximately $1.6 million of deferred debt fees related
to the discount notes, net of taxes of $0.8 million, were recorded as an
extraordinary charge in our quarter ended August 31, 2002 in the accompanying
condensed consolidated statements of operations.
Discontinuation of LMIV
In the quarter ended August 31, 2002, the Company and other partners in
the local media internet venture (LMIV) agreed to dissolve the joint venture.
Consequently, in addition to recording our share of LMIV's losses for the
quarter, the Company recorded a $2.1 million charge to write off our investment
in LMIV. This charge is reflected in loss from unconsolidated affiliates in the
accompanying condensed consolidated statements of operations. The Company will
continue an internet presence independent of LMIV.
Note 5. Comprehensive Loss
EMMIS
Comprehensive loss was comprised of the following for the three and six
month periods ended August 31, 2001 and 2002 (dollars in thousands):
Three Months Six Months
Ended August 31, Ended August 31,
2001 2002 2001 2002
---- ---- ---- ----
Net loss $(7,154) $ (4,556) $(20,631) $(170,130)
Translation adjustment (500) (3,371) 12 (8,519)
Change in fair value of derivative instruments,
net of associated tax benefit (935) - (1,923) -
-------- -------- -------- ---------
Total comprehensive loss $(8,589) $ (7,927) $(22,542) $(178,649)
======== ======== ======== =========
The majority of the translation adjustment for the three and six months ended
August 31, 2002 relates to the foreign currency devaluation in Argentina, where
we have a 75% ownership interest in two radio stations.
EOC
Comprehensive loss was comprised of the following for the three and six
month periods ended August 31, 2001 and 2002 (dollars in thousands):
Three Months Six Months
Ended August 31, Ended August 31,
2001 2002 2001 2002
---- ---- ---- ----
Net income (loss) $ (3,163) $ 7,986 $ (14,025) $ (152,523)
Translation adjustment (500) (3,371) 12 (8,519)
Change in fair value of derivative
instruments, net of associated tax benefit (935) - (1,923) -
-------- ------- --------- ----------
Total comprehensive income (loss) $ (4,598) $ 4,615 $ (15,936) $ (161,042)
======== ======= ========= ==========
The majority of the translation adjustment for the three and six months ended
August 31, 2002 relates to the foreign currency devaluation in Argentina, where
we have a 75% ownership interest in two radio stations.
Note 6. Segment Information
The Company's operations are aligned into three business segments:
Radio, Television, and Publishing and Other. These business segments are
consistent with the Company's management of these businesses and its financial
reporting structure. Corporate represents expense not allocated to reportable
segments.
The Company's segments operate primarily in the United States with one
radio station located in Hungary and two radio stations located in Argentina.
Total revenues of the radio station in Hungary for the three months ended August
31, 2001 and 2002 were $2.1 million and $2.7 million, respectively, and total
revenues for the six months ended August 31, 2001 and 2002 were $3.2 million and
$4.4 million, respectively. The carrying value of long lived assets of this
radio station as of August 31, 2001 and 2002 was $8.4 million and $6.4 million,
respectively. Total revenues of our two radio stations in Buenos Aires,
Argentina for the three months ended August 31, 2001 and 2002 were $2.4 million
and $0.4 million, respectively, and total revenues for the six months ended
August 31, 2001 and 2002 were $4.3 million and $0.9 million, respectively. The
carrying value of long lived assets of these radio stations as of August 31,
2001 and 2002 was $18.0 million and $4.7 million, respectively.
The Company evaluates performance of its operating entities based on
broadcast cash flow (BCF) and publishing cash flow (PCF). Management believes
that BCF and PCF are useful because they provide a meaningful comparison of
operating performance between companies in the industry and serve as an
indicator of the market value of a group of stations or publishing entities. BCF
and PCF are generally recognized by the broadcast and publishing industries as a
measure of performance and are used by analysts who report on the performance of
broadcasting and publishing groups. BCF and PCF do not take into account Emmis'
debt service requirements and other commitments and, accordingly, BCF and PCF
are not necessarily indicative of amounts that may be available for dividends,
reinvestment in Emmis' business or other discretionary uses.
BCF and PCF are not measures of liquidity or of performance in
accordance with accounting principles generally accepted in the United States,
and should be viewed as a supplement to, and not a substitute for, our results
of operations presented on the basis of accounting principles generally accepted
in the United States. Moreover, BCF and PCF are not standardized measures and
may be calculated in a number of ways. Thus, our calculation of these non-GAAP
measures may not be comparable to such non-GAAP measures calculated by other
companies. Emmis defines BCF and PCF as revenues net of agency commissions and
station operating expenses, excluding noncash compensation. The primary source
of broadcast advertising revenues is the sale of advertising time to local and
national advertisers. Publishing entities derive revenue from subscriptions,
newsstand sales and the sale of print advertising.
The most significant station operating expenses, excluding noncash
compensation are employee salaries and commissions, costs associated with
programming, advertising and promotion, costs associated with producing a
magazine, and station general and administrative costs.
The accounting policies as described in the summary of significant
accounting policies included in the Company's Annual Report filed on Form 10-K
for the year ended February 28, 2002 and in Note 2 to these condensed
consolidated financial statements, are applied consistently across segments.
Unless otherwise noted, all information pertaining to segments applies to
Emmis and EOC.
Three Months Ended Publishing
August 31, 2002 Radio Television and Other Corporate Consolidated
- --------------- ----- ---------- --------- --------- ------------
(Unaudited, dollars in thousands)
Net revenues $ 69,890 $ 55,426 $ 17,906 $ - $ 143,222
Station operating expenses,
excluding noncash compensation 35,100 35,252 15,613 - 85,965
------ ------ ------ ------ ------
Broadcast/publishing cash flow 34,790 20,174 2,293 - 57,257
Corporate expenses, excluding
noncash compensation - - - 5,046 5,046
Noncash compensation - - - 5,775 5,775
Depreciation and amortization 1,930 7,049 459 1,155 10,593
----- ----- --- ----- ------
Operating income (loss) $ 32,860 $ 13,125 $ 1,834 $ (11,976) $ 35,843
======== ======== ======= ========= ========
Total assets $ 900,366 $1,040,435 $ 79,228 $ 97,996 $ 2,118,025
========= ========== ======== ======== ===========
With respect to EOC, the above information would be identical, except
corporate total assets would be $90,026 and consolidated total assets would
be $2,110,055.
Three Months Ended Publishing
August 31, 2001 Radio Television and Other Corporate Consolidated
- --------------- ----- ---------- --------- --------- ------------
(Unaudited, dollars in thousands)
Net revenues $ 74,097 $ 52,864 $ 17,686 $ - $ 144,647
Station operating expenses,
excluding noncash compensation 37,811 34,001 15,703 - 87,515
------ ------ ------ ------ ------
Broadcast/publishing cash flow 36,286 18,863 1,983 - 57,132
Time brokerage fees - - - - -
Corporate expenses, excluding
noncash compensation - - - 4,568 4,568
Noncash compensation - - - 1,591 1,591
Depreciation and amortization 8,610 13,202 2,111 1,163 25,086
Restructuring fees and other - - - 196 196
----- ------ ----- ----- ------
Operating income (loss) $ 27,676 $ 5,661 $ (128) $ (7,518) $ 25,691
======== ======= ====== ======== ========
Total assets $ 1,086,048 $ 1,297,075 $ 92,423 $ 117,598 $ 2,593,144
=========== =========== ======== ========= ===========
With respect to EOC, the above information would be identical, except
corporate total assets would be $106,519 and consolidated total assets would
be $2,582,065.
Six Months Ended Publishing
August 31, 2002 Radio Television and Other Corporate Consolidated
- --------------- ----- ---------- --------- --------- ------------
(Unaudited, dollars in thousands)
Net revenues $ 132,614 $ 112,583 $ 34,831 $ - $ 280,028
Station operating expenses,
excluding noncash compensation 69,508 72,064 30,723 - 172,295
------ ------ ------ ------ -------
Broadcast/publishing cash flow 63,106 40,519 4,108 - 107,733
Corporate expenes, excluding
noncash compensation - - - 10,179 10,179
Noncash compensation - - - 11,130 11,130
Depreciation and amortization 4,023 13,979 1,049 2,301 21,352
----- ------ ----- ----- ------
Operating income (loss) $ 59,083 $ 26,540 $ 3,059 $ (23,610) $ 65,072
======== ======== ======= ========= ========
Total assets $ 900,366 $ 1,040,435 $ 79,228 $ 97,996 $ 2,118,025
========= =========== ======== ======== ===========
With respect to EOC, the above information would be identical, except corporate
total assets would be $90,026 and consolidated total assets would be $2,110,055.
Six Months Ended Publishing
August 31, 2001 Radio Television and Other Corporate Consolidated
- --------------- ----- ---------- --------- --------- ------------
(Unaudited, dollars in thousands)
Net revenues $ 140,245 $ 106,861 $ 35,794 $ - $ 282,900
Station operating expenses,
excluding noncash compensation 74,847 69,875 32,763 - 177,485
------ ------ ------ ------ -------
Broadcast/publishing cash flow 65,398 36,986 3,031 - 105,415
Time brokerage fees 479 - - - 479
Corporate expenses, excluding
noncash compensation - - - 9,525 9,525
Noncash compensation - - - 4,331 4,331
Depreciation and amortization 16,455 26,259 4,249 2,259 49,222
Restructuring fees and other - - - 768 768
-------- -------- -------- --------- --------
Operating income (loss) $ 48,464 $ 10,727 $ (1,218) $ (16,883) $ 41,090
======== ======== ======== ========= ========
Total assets $ 1,086,048 $ 1,297,075 $ 92,423 $ 117,598 $ 2,593,144
=========== =========== ======== ========= ===========
With respect to EOC, the above information would be identical, except corporate
total assets would be $106,519 and consolidated total assets would be
$2,582,065.
Note 7. Financial Information for Subsidiary Guarantors
and Subsidiary Non-Guarantors of Emmis Operating Company
The 8 1/8% senior subordinated notes of EOC are fully and
unconditionally guaranteed, jointly and severally, by certain direct and
indirect subsidiaries of EOC (the "Subsidiary Guarantors"). As of February 28,
2002 and August 31, 2002, subsidiaries holding EOC's interest in its radio
stations in Hungary and Argentina, as well as certain other subsidiaries (such
as those conducting joint ventures with third parties), did not guarantee the
senior subordinated notes (the "Subsidiary Non-Guarantors"). The claims of
creditors of the Subsidiary Non-Guarantors have priority over the rights of EOC
to receive dividends or distributions from such subsidiaries.
Presented below is condensed consolidating financial information for
the EOC Parent Company Only, the Subsidiary Guarantors and the Subsidiary
Non-Guarantors as of February 28, 2002 and August 31, 2002 and for the three and
six months ended August 31, 2001 and 2002. EOC uses the equity method with
respect to investments in subsidiaries.
Emmis Operating Company
As of August 31, 2002
Condensed Consolidating Balance Sheet
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 4,018 $ 6,664 $ 973 $ - $ 11,655
Accounts receivable, net - 104,286 3,252 - 107,538
Prepaid expenses 974 15,345 133 - 16,452
Income tax refund receivable 12,844 - - - 12,844
Other - 17,222 57 - 17,279
Assets held for sale - - - -
------- ------- ----- --- --------
Total current assets 17,836 143,517 4,415 - 165,768
Property and equipment, net 35,476 188,493 1,463 - 225,432
Intangible assets, net 4,336 1,662,470 9,366 - 1,676,172
Investment in affiliates 1,887,372 - (1,887,372) -
Other assets, net 36,134 10,148 252 (3,851) 42,683
------ ------ --- ------ ------
Total assets $ 1,981,154 $ 2,004,628 $ 15,496 $ (1,891,223) $ 2,110,055
=========== =========== ======== ============ ===========
CURRENT LIABILITIES:
Accounts payable $ 15,510 $ 19,963 $ 6,270 $ - $ 41,743
Current maturities of other long-term debt 34 5 15,471 (1,221) 14,289
Current portion of TV program rights payable 19,920 - - 19,920
Accrued salaries and commissions 457 8,441 156 - 9,054
Accrued interest 15,694 - - 15,694
Deferred revenue 15,970 - - 15,970
Other 4,197 3,250 - - 7,447
Credit facility debt to be repaid with assets held
for sale - - - - -
Liabilities associated with assets held for sale - - - - -
------ ------ ------ ------ -------
Total current liabilities 35,892 67,549 21,897 (1,221) 124,117
Long-term debt, net of current maturities 1,041,898 - - - 1,041,898
Other long-term debt, net of current maturities 41 195 5,188 (2,630) 2,794
TV program rights payable, net of current portion 33,939 - - 33,939
Other noncurrent liabilities 18,442 3,900 84 - 22,426
Deferred income taxes 27,921 - - - 27,921
--------- ------- ------ ------ ---------
Total liabilities 1,124,194 105,583 27,169 (3,851) 1,253,095
Shareholder's equity
Common stock 1,027,221 - - - 1,027,221
Additional paid-in capital 86,167 - 4,393 (4,393) 86,167
Subsidiary investment - 1,615,994 22,010 (1,638,004) -
Retained earnings/(accumulated deficit) (235,492) 283,051 (22,657) (260,394) (235,492)
Accumulated other comprehensive loss (20,936) - (15,419) 15,419 (20,936)
-------- ------- ------- -------- --------
Total shareholder's equity 856,960 1,899,045 (11,673) (1,887,372) 856,960
------- --------- ------- ---------- -------
Total liabilities and shareholder's equity $ 1,981,154 $ 2,004,628 $ 15,496 $ (1,891,223) $ 2,110,055
=========== =========== ======== ============ ===========
Emmis Operating Company
Condensed Consolidating Balance Sheet
As of February 28, 2002
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ - $ 4,970 $ 1,392 $ - $ 6,362
Accounts receivable, net - 91,244 3,996 - 95,240
Prepaid expenses 612 14,049 186 - 14,847
Income tax refund receivable - - - - -
Other 271 23,312 74 - 23,657
Assets held for sale - 123,416 - - 123,416
--- ------- ----- ----- -------
Total current assets 883 256,991 5,648 - 263,522
Property and equipment, net 35,957 192,690 2,492 - 231,139
Intangible assets, net 5,637 1,933,846 13,848 - 1,953,331
Investment in affiliates 2,274,321 - - (2,274,321) -
Other assets, net 43,428 12,655 527 (5,463) 51,147
------ ------ --- ------ ------
Total assets $ 2,360,226 $ 2,396,182 $ 22,515 $ (2,279,784) $ 2,499,139
=========== =========== ======== ============ ===========
CURRENT LIABILITIES:
Accounts payable $ 15,646 $ 18,373 $ 4,976 $ - $ 38,995
Current maturities of other long-term debt 34 10 10,722 (2,833) 7,933
Current portion of TV program rights payable - 27,507 - - 27,507
Accrued salaries and commissions 214 7,363 275 - 7,852
Accrued interest 14,047 - 21 - 14,068
Deferred revenue - 16,392 - - 16,392
Other 2,813 3,595 - - 6,408
Credit facility debt to be repaid with assets held
for sale 135,000 - - - 135,000
Liabilities associated with assets held for sale - 63 - - 63
------- ------ ------ ------ -------
Total current liabilities 167,754 73,303 15,994 (2,833) 254,218
Long-term debt, net of current maturities 1,117,000 - - - 1,117,000
Other long-term debt, net of current maturities 41 366 9,172 (2,630) 6,949
TV program rights payable, net of current portion - 40,551 - - 40,551
Other noncurrent liabilities 21,976 4,403 587 - 26,966
Deferred income taxes 108,988 - - - 108,988
--------- ------- ------ ------ ---------
Total liabilities 1,415,759 118,623 25,753 (5,463) 1,554,672
Shareholder's equity
Common stock 1,027,221 - - - 1,027,221
Additional paid-in capital 8,108 - 4,393 (4,393) 8,108
Subsidiary investment - 1,883,897 20,650 (1,904,547) -
Retained earnings/(accumulated deficit) (78,477) 393,662 (21,380) (372,282) (78,477)
Accumulated other comprehensive loss (12,385) - (6,901) 6,901 (12,385)
------- ------- ------ ----- -------
Total shareholder's equity 944,467 2,277,559 (3,238) (2,274,321) 944,467
======= ========= ====== ========== =======
Total liabilities and shareholder's equity $ 2,360,226 $ 2,396,182 $ 22,515 $ (2,279,784) $ 2,499,139
=========== =========== ======== ============ ===========
Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Three Months Ended August 31, 2002
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
Net revenues $ 225 $ 139,838 $ 3,159 $ - $ 143,222
Operating expenses:
Station operating expenses,
excluding noncash compensation 183 83,354 2,428 - 85,965
Corporate expenses, excluding
noncash compensation 5,046 - - - 5,046
Noncash compensation 4,332 1,443 - - 5,775
Depreciation and amortization 1,155 8,735 703 - 10,593
Total operating expenses 10,716 93,532 3,131 - 107,379
------ ------ ----- ----- -------
Operating income (loss) (10,491) 46,306 28 - 35,843
------- ------ ----- ----- ------
Other income (expense)
Interest expense (19,474) (392) (128) 176 (19,818)
Loss from unconsolidated affiliates - (3,014) - - (3,014)
Other income (expense), net 288 246 217 (139) 612
--- --- --- ---- ---
Total other income (expense) (19,186) (3,160) 89 37 (22,220)
------- ------ -- -- -------
Income (loss) before income taxes,
extraordinary loss and accounting change (29,677) 43,146 117 37 13,623
Provision (benefit) for income taxes (11,307) 16,395 - - 5,088
------- ------ --- -- ------
Income (loss) before extraordinary loss
and accounting change (18,370) 26,751 117 37 8,535
Extraordinary loss, net of tax (549) - - - (549)
Equity in earnings (loss) of subsidiaries 26,905 - - (26,905) -
------- -------- ----- --------- -------
Net income (loss) $ 7,986 $ 26,751 $ 117 $ (26,868) $ 7,986
======= ======== ===== ========= =======
Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Three Months Ended August 31, 2001
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
Net revenues $ 759 $ 139,339 $ 4,549 $ - $ 144,647
Operating expenses:
Station operating expenses,
excluding noncash compensation 403 83,690 3,422 - 87,515
Corporate expenses, excluding
noncash compensation 4,568 - - - 4,568
Noncash compensation 1,193 398 - - 1,591
Depreciation and amortization 1,163 23,104 819 - 25,086
Restructuring fees and other 196 - - - 196
----- ------- ----- ----- -------
Total operating expenses 7,523 107,192 4,241 - 118,956
----- ------- ----- ----- -------
Operating income (loss) (6,764) 32,147 308 - 25,691
------ ------ --- ----- ------
Other income (expense)
Interest expense (25,132) 100 (780) 168 (25,644)
Loss from unconsolidated affiliates - (1,232) - - (1,232)
Other income (expense), net 307 (753) (49) (203) (698)
--- ---- --- ---- ----
Total other income (expense) (24,825) (1,885) (829) (35) (27,574)
------- ------ ---- --- -------
Income (loss) before income taxes,
extraordinary loss and accounting change (31,589) 30,262 (521) (35) (1,883)
Provision (benefit) for income taxes (11,200) 11,396 - - 196
------- ------ ---- --- ------
Income (loss) before extraordinary loss
and accounting change (20,389) 18,866 (521) (35) (2,079)
Extraordinary loss, net of tax (1,084) - - - (1,084)
Equity in earnings (loss) of subsidiaries 18,310 - - (18,310) -
------- ------ ---- --- ------
Net income (loss) $ (3,163) $ 18,866 $ (521) $ (18,345) $ (3,163)
======== ======== ====== ========= ========
Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Six Months Ended August 31, 2002
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
Net revenues $ 456 $ 274,223 $ 5,349 $ - $ 280,028
Operating expenses:
Station operating expenses,
excluding noncash compensation 372 166,995 4,928 - 172,295
Corporate expenses, excluding
noncash compensation 10,179 - - - 10,179
Noncash compensation 8,348 2,782 - - 11,130
Depreciation and amortization 2,301 17,630 1,421 - 21,352
----- ------ ----- ----- ------
Total operating expenses 21,200 187,407 6,349 - 214,956
------ ------- ----- ----- -------
Operating income (loss) (20,744) 86,816 (1,000) - 65,072
------- ------ ------ ----- ------
Other income (expense)
Interest expense (41,383) (453) (773) 351 (42,258)
Loss from unconsolidated affiliates - (4,080) - - (4,080)
Gain on sale of assets - 8,933 - - 8,933
Other income (expense), net 639 379 496 (255) 1,259
--- --- --- ---- -----
Total other income (expense) (40,744) 4,779 (277) 96 (36,146)
------- ----- ---- -- -------
Income (loss) before income taxes,
extraordinary loss and accounting change (61,488) 91,595 (1,277) 96 28,926
Provision (benefit) for income taxes (23,646) 34,806 - - 11,160
------- ------- -------- --------- ----------
Income (loss) before extraordinary loss
and accounting change (37,842) 56,789 (1,277) 96 17,766
Extraordinary item, net of tax (2,889) - - - (2,889)
Cumulative effect of accounting change,
net of tax (167,400) (167,400) - 167,400 (167,400)
Equity in earnings (loss) of subsidiaries 55,608 - - (55,608) -
---------- ---------- -------- --------- ----------
Net income (loss) $ (152,523) $ (110,611) $ (1,277) $ 111,888 $ (152,523)
========== ========== ======== ========= ==========
Emmis Operating Company
Condensed Consolidating Statement of Operations
For the Six Months Ended August 31, 2001
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
Net revenues $ 1,102 $ 274,298 $ 7,500 $ - $ 282,900
Operating expenses:
Station operating expenses,
excluding noncash compensation 716 169,920 6,849 - 177,485
Time brokerage fees - 479 - - 479
Corporate expenses, excluding
noncash compensation 9,525 - - - 9,525
Noncash compensation 3,248 1,083 - - 4,331
Depreciation and amortization 2,259 45,318 1,645 - 49,222
Restructuring fees and other 768 - - - 768
----- ------ ----- ----- ------
Total operating expenses 16,516 216,800 8,494 - 241,810
------ ------- ----- ----- -------
Operating income (loss) (15,414) 57,498 (994) - 41,090
------- ------ ---- ----- ------
Other income (expense)
Interest expense (54,482) (145) (1,591) 336 (55,882)
Loss from unconsolidated affiliates - (2,096) - - (2,096)
Other income (expense), net 1,217 (169) (63) (224) 761
----- ---- --- ---- ---
Total other income (expense) (53,265) (2,410) (1,654) 112 (57,217)
------- ------ ------ --- -------
Income (loss) before income taxes,
extraordinary loss and accounting change (68,679) 55,088 (2,648) 112 (16,127)
Provision (benefit) for income taxes (23,925) 20,739 - - (3,186)
------- ------ ------ --- -------
Income (loss) before extraordinary loss
and accounting change (44,754) 34,349 (2,648) 112 (12,941)
Extraordinary item, net of tax (1,084) - - - (1,084)
Cumulative effect of accounting change,
net of tax - - - - -
Equity in earnings (loss) of subsidiaries 31,813 - - (31,813) -
--------- -------- -------- --------- ---------
Net income (loss) $ (14,025) $ 34,349 $ (2,648) $ (31,701) $ (14,025)
========= ======== ======== ========= =========
Emmis Operating Company
Condensed Consolidating Statement of Cash Flows
For the Six Months Ended August 31, 2002
(Unaudited, dollars in thousands)
Eliminations
Parent Subsidiary and
Company Subsidiary Non- Consolidating
Only Guarantors Guarantors Entries Consolidated
---- ---------- ---------- ------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (152,523) $ (110,611) $ (1,277) $ 111,888 $ (152,523)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities-
Cumulative effect of accounting change 167,400 167,400 - (167,400) 167,400
Extraordinary item 2,889 - - - 2,889
Depreciation and amortization 3,881 27,278 1,421 - 32,580
Provision for bad debts - 2,179 - - 2,179
Provision (benefit) for deferred income taxes 11,160 - - - 11,160
Noncash compensation 8,348 2,782 - - 11,130
Gain on sale of assets - (8,933) - - (8,933)
Equity in earnings of subsidiaries (55,608) - - 55,608 -
Other