NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS UNLESS INDICATED OTHERWISE, EXCEPT SHARE DATA)
August 31, 2017
(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 28, 2017
. 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, the accompanying condensed consolidated interim financial statements contain all material adjustments (consisting only of normal recurring adjustments, except as otherwise noted) necessary to present fairly the consolidated financial position of Emmis at
August 31, 2017
, the results of its operations for the three-month and six-month periods ended
August 31, 2016
and
2017
, and cash flows for the six-month periods ended August 31, 2016 and 2017.
There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended
February 28, 2017
that have had a material impact on our condensed consolidated financial statements and related notes.
Common Stock Reverse Split
On July 8, 2016, the Company effected a one-for-four reverse stock split for its Class A, Class B and Class C common
stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split.
Basic and Diluted Net Income Per Common Share
Basic net income per common share is computed by dividing net income attributable 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, 2016
and
2017
consisted of stock options and restricted stock awards. The following table sets forth the calculation of basic and diluted net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
|
|
August 31, 2016
|
|
August 31, 2017
|
|
Net Income
|
|
Shares
|
|
Net Income
Per Share
|
|
Net Income
|
|
Shares
|
|
Net Income
Per Share
|
|
(amounts in 000’s, except per share data)
|
Basic net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders
|
$
|
335
|
|
|
12,047
|
|
|
$
|
0.03
|
|
|
$
|
69,957
|
|
|
12,292
|
|
|
$
|
5.69
|
|
Impact of equity awards
|
—
|
|
|
252
|
|
|
|
|
—
|
|
|
221
|
|
|
|
Diluted net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders
|
$
|
335
|
|
|
12,299
|
|
|
$
|
0.03
|
|
|
$
|
69,957
|
|
|
12,513
|
|
|
$
|
5.59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended
|
|
August 31, 2016
|
|
August 31, 2017
|
|
Net Income
|
|
Shares
|
|
Net Income
Per Share
|
|
Net Income
|
|
Shares
|
|
Net Income
Per Share
|
|
(amounts in 000’s, except per share data)
|
Basic net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders
|
$
|
3,021
|
|
|
11,922
|
|
|
$
|
0.25
|
|
|
$
|
69,690
|
|
|
12,287
|
|
|
$
|
5.67
|
|
Impact of equity awards
|
—
|
|
|
121
|
|
|
—
|
|
|
—
|
|
|
176
|
|
|
—
|
|
Diluted net income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
Net income available to common shareholders
|
$
|
3,021
|
|
|
12,043
|
|
|
$
|
0.25
|
|
|
$
|
69,690
|
|
|
12,463
|
|
|
$
|
5.59
|
|
Shares excluded from the calculation as the effect of their conversion into shares of our common stock would be antidilutive were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended
August 31,
|
|
For the six months ended
August 31,
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
(shares in 000’s )
|
Equity awards
|
1,340
|
|
|
1,960
|
|
|
1,491
|
|
|
2,276
|
|
Antidilutive common share equivalents
|
1,340
|
|
|
1,960
|
|
|
1,491
|
|
|
2,276
|
|
Local Programming and Marketing Agreement Fees
The Company from time to time enters into local programming and marketing agreements (“LMAs”), often pending regulatory approval of transfer of the Federal Communications Commission ("FCC") licenses in connection with acquisitions or dispositions of radio stations. Under the terms of these agreements, the acquiring company makes specified periodic payments to the holder of the FCC license in exchange for the right to program and sell advertising for a specified portion of the station’s inventory of broadcast time. The acquiring company records revenues and expenses associated with the portion of the station’s inventory of broadcast time it manages. Nevertheless, as the holder of the FCC license, the owner-operator retains control and responsibility for the operation of the station, including responsibility over all programming broadcast on the station.
On May 8, 2017, Emmis and an affiliate of the Meruelo Group (the "Meruelo Group") entered into an LMA and asset purchase agreement related to KPWR-FM in Los Angeles. This LMA started on July 1, 2017 and terminated with the consummation of the sale of KPWR-FM on August 1, 2017. Emmis recognized
$0.4 million
of LMA fee revenue as a component of net revenues in our accompanying condensed consolidated statements of operations related to this LMA. See Note 10 for more discussion of our sale of KPWR-FM to the Meruelo Group.
On April 26, 2012, Emmis entered into an LMA with a subsidiary of Disney Enterprises, Inc. for 98.7FM in New York (formerly WRKS-FM and now WEPN-FM, hereinafter referred to as “98.7FM”). The LMA for this station started on April 30, 2012 and will continue until August 31, 2024. Emmis retains ownership and control of the station, including the related FCC license during the term of the LMA and is scheduled to receive an annual fee until the LMA’s termination. LMA fee revenue is recorded on a straight-line basis over the term of the LMA as a component of net revenues in our accompanying condensed consolidated statements of operations.
The following table summarizes certain operating results of 98.7FM for all periods presented. Net revenues for 98.7FM are solely related to LMA fees. 98.7FM is a part of our radio segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended August 31,
|
|
For the six months
ended August 31,
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
(amounts in 000's)
|
Net revenues
|
$
|
2,583
|
|
|
$
|
2,583
|
|
|
$
|
5,166
|
|
|
$
|
5,166
|
|
Station operating expenses, excluding depreciation and amortization expense
|
363
|
|
|
296
|
|
|
614
|
|
|
589
|
|
Interest expense
|
715
|
|
|
656
|
|
|
1,443
|
|
|
1,328
|
|
Assets and liabilities of 98.7FM as of
February 28, 2017
and
August 31, 2017
were as follows:
|
|
|
|
|
|
|
|
|
|
As of February 28,
|
|
As of August 31,
|
|
2017
|
|
2017
|
|
(amounts in 000's)
|
Current assets:
|
|
|
|
Restricted cash
|
$
|
1,550
|
|
|
$
|
1,511
|
|
Prepaid expenses
|
445
|
|
|
481
|
|
Other current assets
|
7
|
|
|
13
|
|
Total current assets
|
2,002
|
|
|
2,005
|
|
Noncurrent assets:
|
|
|
|
Property and equipment, net
|
229
|
|
|
274
|
|
Indefinite lived intangibles
|
46,390
|
|
|
46,390
|
|
Deposits and other
|
6,205
|
|
|
6,406
|
|
Total noncurrent assets
|
52,824
|
|
|
53,070
|
|
Total assets
|
$
|
54,826
|
|
|
$
|
55,075
|
|
Current liabilities:
|
|
|
|
Accounts payable and accrued expenses
|
$
|
54
|
|
|
$
|
22
|
|
Current maturities of long-term debt
|
6,039
|
|
|
6,317
|
|
Deferred revenue
|
807
|
|
|
835
|
|
Other current liabilities
|
205
|
|
|
195
|
|
Total current liabilities
|
7,105
|
|
|
7,369
|
|
Noncurrent liabilities:
|
|
|
|
Long-term debt, net of current portion and unamortized debt discount
|
51,954
|
|
|
48,859
|
|
Total noncurrent liabilities
|
51,954
|
|
|
48,859
|
|
Total liabilities
|
$
|
59,059
|
|
|
$
|
56,228
|
|
Restricted Cash
As of August 31, 2017, restricted cash relates to cash on deposit in trust accounts related to our 98.7FM LMA in New York City that services long-term debt and cash held in escrow as part of our sale of four magazines in February 2017. The table below summarizes restricted cash held by the Company as of February 28, 2017 and August 31, 2017:
|
|
|
|
|
|
|
|
|
|
As of February 28,
|
|
As of August 31,
|
|
2017
|
|
2017
|
98.7FM LMA restricted cash
|
$
|
1,550
|
|
|
$
|
1,511
|
|
NextRadio LLC restricted cash
|
123
|
|
|
—
|
|
Cash held in escrow from sale of magazines restricted cash
|
650
|
|
|
650
|
|
Total restricted cash
|
$
|
2,323
|
|
|
$
|
2,161
|
|
Noncontrolling Interests
The Company follows Accounting Standards Codification paragraph 810-10-65-1 to report the noncontrolling interests related to our Austin radio partnership and Digonex Technologies Inc., a dynamic pricing business (hereinafter "Digonex"). We have a
50.1%
controlling interest in our Austin radio partnership. We do not own any of the common equity of Digonex, but we consolidate the entity because we control its board of directors via rights granted in convertible preferred stock and convertible debt that we own. As of August 31, 2017, Emmis owns rights that are convertible into approximately
82%
of Digonex's common equity.
Noncontrolling interests represent the noncontrolling interest holders' proportionate share of the equity of the Austin radio partnership and Digonex. Noncontrolling interests are adjusted for the noncontrolling interest holders' proportionate share of the earnings or losses of the applicable entity. The noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. Below is a summary of the noncontrolling interest activity for the six months ended August 31, 2016 and 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Austin radio partnership
|
|
Digonex
|
|
Total noncontrolling interests
|
Balance, February 29, 2016
|
|
$
|
47,556
|
|
|
$
|
(9,159
|
)
|
|
$
|
38,397
|
|
Net income (loss)
|
|
3,048
|
|
|
(3,152
|
)
|
|
(104
|
)
|
Distributions to noncontrolling interests
|
|
(2,074
|
)
|
|
—
|
|
|
(2,074
|
)
|
Balance, August 31, 2016
|
|
$
|
48,530
|
|
|
$
|
(12,311
|
)
|
|
$
|
36,219
|
|
|
|
|
|
|
|
|
Balance, February 28, 2017
|
|
$
|
46,830
|
|
|
$
|
(13,909
|
)
|
|
$
|
32,921
|
|
Net income (loss)
|
|
3,151
|
|
|
(1,504
|
)
|
|
1,647
|
|
Distributions to noncontrolling interests
|
|
(2,254
|
)
|
|
—
|
|
|
(2,254
|
)
|
Balance, August 31, 2017
|
|
$
|
47,727
|
|
|
$
|
(15,413
|
)
|
|
$
|
32,314
|
|
Recent Accounting Pronouncements
In January 2017, the FASB issued Accounting Standards Update 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU was issued to simplify goodwill impairment by removing the second step of the goodwill impairment test. The Company early adopted this guidance as of March 1, 2017. The adoption of this guidance had no immediate impact on the Company's financial statements, but it could affect future goodwill impairment analysis.
In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance will be effective for the Company as of March 1, 2018. The Company does not expect adoption of this guidance will have a material impact on the Company's consolidated financial statements.
In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance will be effective for the Company as of March 1, 2018, and requires a retrospective transition method. The Company does not expect adoption of this guidance will have a material impact on the Company's consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance will be effective for the Company as of March 1, 2019. A modified retrospective transition method is required. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements.
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles used to recognize revenue for all entities. The FASB deferred implementation of this guidance by one year with the issuance of Accounting Standards Update 2015-14. As such, this guidance will be effective for the Company as of March 1, 2018. The Company expects to use the modified retrospective method of adoption. The Company has completed its initial evaluation of potential changes from adopting the new standard on its financial reporting and disclosures, which included a detailed review of contractual terms for all of its significant revenue streams. The Company will complete its implementation plan during in the remainder of fiscal 2018. Based on its initial evaluation, the Company does not expect adoption of this guidance will have a material impact on the Company's consolidated financial statements, but disclosures related to revenue recognition will likely be expanded.
Note 2.
Share Based Payments
The amounts recorded as share based compensation expense consist of stock option grants, restricted stock grants, and common stock issued to employees and directors in lieu of cash 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. Generally, these options either vest annually over
3 years
(
one-third
each year for
3 years
), or cliff vest at the end of
3 years
. The Company issues new shares upon the exercise of stock options.
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 Company’s 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 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 Company’s options on the date of grant during the
six
months ended
August 31, 2016
and
2017
:
|
|
|
|
|
|
Six Months Ended August 31,
|
|
2016
|
|
2017
|
Risk-Free Interest Rate:
|
0.9% - 1.2%
|
|
1.7% - 1.9%
|
Expected Dividend Yield:
|
0%
|
|
0%
|
Expected Life (Years):
|
4.3
|
|
4.4
|
Expected Volatility:
|
58.6% - 60.0%
|
|
52.9% - 53.6%
|
The following table presents a summary of the Company’s stock options outstanding at
August 31, 2017
, and stock option activity during the
six
months ended
August 31, 2017
(“Price” reflects the weighted average exercise price per share; "Aggregate Intrinsic Value" dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
|
|
Price
|
|
Weighted Average
Remaining
Contractual Term
|
|
Aggregate
Intrinsic
Value
|
Outstanding, beginning of period
|
2,559,643
|
|
|
$
|
5.17
|
|
|
|
|
|
Granted
|
331,250
|
|
|
2.77
|
|
|
|
|
|
Exercised
|
27,250
|
|
|
2.25
|
|
|
|
|
|
Forfeited
|
8,331
|
|
|
2.29
|
|
|
|
|
|
Expired
|
74,815
|
|
|
14.15
|
|
|
|
|
|
Outstanding, end of period
|
2,780,497
|
|
|
4.68
|
|
|
6.9
|
|
$
|
277
|
|
Exercisable, end of period
|
1,512,093
|
|
|
5.47
|
|
|
5.1
|
|
$
|
215
|
|
Cash received from option exercises for the six months ended
August 31, 2016
and 2017 was less than
$0.1 million
in both periods. The Company did not record an income tax benefit relating to the options exercised during the
six
months ended
August 31, 2016
or 2017.
The weighted average per share grant date fair value of options granted during the
six
months ended
August 31, 2016
and
2017
, was
$1.13
and
$1.24
, respectively.
A summary of the Company’s nonvested options at
August 31, 2017
, and changes during the
six
months ended
August 31, 2017
, is presented below:
|
|
|
|
|
|
|
|
|
Options
|
|
Weighted Average
Grant Date
Fair Value
|
Nonvested, beginning of period
|
1,090,375
|
|
|
$
|
2.26
|
|
Granted
|
331,250
|
|
|
1.24
|
|
Vested
|
144,890
|
|
|
4.26
|
|
Forfeited
|
8,331
|
|
|
1.10
|
|
Nonvested, end of period
|
1,268,404
|
|
|
1.77
|
|
There were
2.3 million
shares available for future grants under the Company’s various equity plans (
2.0 million
shares under the 2017 Equity Compensation Plan and
0.3 million
shares under other plans) at August 31, 2017, not including shares that may become available for future grants upon forfeiture, lapse or surrender for taxes.
The vesting dates of outstanding options at
August 31, 2017
range from September 2017 to July 2020, and expiration dates range from March 2018 to August 2027.
Restricted Stock Awards
The Company grants restricted stock awards to directors annually, and periodically grants restricted stock to employees in connection with employment agreements. Awards to directors are granted on the date of our annual meeting of shareholders and vest on the earlier of (i) the completion of the director’s
3
-year term or (ii) the third anniversary of the date of grant. Restricted stock award grants are granted out of the Company’s 2017 Equity Compensation Plan. The Company may also award, out of the Company’s 2017 Equity Compensation Plan, stock to settle certain bonuses and other compensation that otherwise would be paid in cash. Any restrictions on these shares may be immediately lapsed on the grant date.
The following table presents a summary of the Company’s restricted stock grants outstanding at
August 31, 2017
, and restricted stock activity during the
six
months ended
August 31, 2017
(“Price” reflects the weighted average share price at the date of grant):
|
|
|
|
|
|
|
|
|
Awards
|
|
Price
|
Grants outstanding, beginning of period
|
196,706
|
|
|
$
|
4.64
|
|
Granted
|
346,462
|
|
|
2.87
|
|
Vested (restriction lapsed)
|
163,802
|
|
|
3.65
|
|
Grants outstanding, end of period
|
379,366
|
|
|
3.45
|
|
The total grant date fair value of shares vested during the
six
months ended
August 31, 2016
and
2017
, was
$1.0 million
and
$0.6 million
, respectively.
Recognized Non-Cash Compensation Expense
The following table summarizes stock-based compensation expense recognized by the Company during the three months and six months ended
August 31, 2016
and
2017
. The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 31,
|
|
Six Months Ended August 31,
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
Station operating expenses
|
$
|
197
|
|
|
$
|
177
|
|
|
$
|
534
|
|
|
$
|
326
|
|
Corporate expenses
|
463
|
|
|
530
|
|
|
982
|
|
|
1,070
|
|
Stock-based compensation expense included in operating expenses
|
$
|
660
|
|
|
$
|
707
|
|
|
$
|
1,516
|
|
|
$
|
1,396
|
|
As of
August 31, 2017
, there was
$1.8 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
1.3
years.
Note 3.
Intangible Assets and Goodwill
Valuation of Indefinite-lived Broadcasting Licenses
In accordance with ASC Topic 350,
Intangibles—Goodwill and Other,
the Company’s 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 as discussed below.
The carrying amounts of the Company’s FCC licenses were
$197.7 million
and
$195.6 million
as of
February 28, 2017
and
August 31, 2017
, respectively. The decrease in the carrying amount of FCC licenses relates to our sale of KPWR-FM (see Note 10 for more discussion). Pursuant to Emmis’ accounting policy, stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA with another broadcaster. The Company generally performs its annual impairment test of indefinite-lived intangibles as of December 1 of each year. When indicators of impairment are present, the Company will perform an interim impairment test. During the six months ended
August 31, 2017
, no new or additional impairment indicators emerged; hence, no interim impairment testing was warranted. These impairment tests may result in impairment charges in future periods.
Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses an income valuation method when it performs its impairment tests. Under this method, the Company projects cash flows that would be generated by each of its units of accounting assuming the unit of accounting was commencing operations in its respective market 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 commenced operations at the beginning of the valuation period. 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. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA.
Valuation of Goodwill
The carrying amounts of the Company's goodwill, all of which were attributable to our radio division, were
$4.6 million
as of February 28, 2017 and August 31, 2017. ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually. The Company conducts its impairment test on December 1 of each fiscal year, unless indications of impairment exist during an interim period. When assessing its goodwill for impairment, the Company generally uses an enterprise valuation approach to determine the fair value of each of the Company’s reporting units, with radio stations grouped by market. 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. Management believes this methodology for valuing radio properties is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons and recent market transactions. To corroborate the fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. If the carrying value of a reporting unit's goodwill exceeds its fair value, the Company recognizes an impairment charge equal to the difference in the statement of operations.
Definite-lived intangibles
As of August 31, 2017, the Company’s definite-lived intangible assets consist of trademarks and a syndicated programming contract, both 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. Trademarks related to KPWR-FM were sold during the three months ended August 31, 2017. See Note 10 for more discussion of the sale of KPWR-FM. The following table presents the weighted-average useful life, gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at
February 28, 2017
and
August 31, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of February 28, 2017
|
|
As of August 31, 2017
|
|
|
|
|
(in 000's)
|
|
|
Weighted Average Remaining Useful Life (in years)
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
|
Gross Carrying Amount
|
Accumulated Amortization
|
Net Carrying Amount
|
Trademarks
|
|
7.8
|
|
$
|
696
|
|
$
|
545
|
|
$
|
151
|
|
|
$
|
397
|
|
$
|
318
|
|
$
|
79
|
|
Customer lists
|
|
N/A
|
|
315
|
|
289
|
|
26
|
|
|
—
|
|
—
|
|
—
|
|
Programming agreement
|
|
4.1
|
|
2,154
|
|
808
|
|
1,346
|
|
|
2,154
|
|
955
|
|
1,199
|
|
TOTAL
|
|
|
|
$
|
3,165
|
|
$
|
1,642
|
|
$
|
1,523
|
|
|
$
|
2,551
|
|
$
|
1,273
|
|
$
|
1,278
|
|
In accordance with Accounting Standards Codification paragraph 360-10, the Company performs an analysis to (i) determine if indicators of impairment of a long-lived asset are present, (ii) test the long-lived asset for recoverability by comparing undiscounted cash flows of the long-lived asset to its carrying value and (iii) measure any potential impairment by comparing the long-lived asset's fair value to its current carrying value.
Total amortization expense from definite-lived intangibles for the six-month periods ended
August 31, 2016
and
2017
was
$0.5 million
and
$0.1 million
, respectively. The following table presents the Company's estimate of future amortization expense for definite-lived intangibles:
|
|
|
|
|
|
Year ended February 28 (29),
|
|
Expected Amortization Expense
|
|
|
(in 000's)
|
Remainder of 2018
|
|
$
|
153
|
|
2019
|
|
304
|
|
2020
|
|
304
|
|
2021
|
|
304
|
|
2022
|
|
181
|
|
Thereafter
|
|
32
|
|
Total
|
|
$
|
1,278
|
|
Note 4.
Long-term Debt
Long-term debt was comprised of the following at
February 28, 2017
and
August 31, 2017
:
|
|
|
|
|
|
|
|
|
|
February 28,
2017
|
|
August 31,
2017
|
2014 Credit Agreement debt :
|
|
|
|
Revolver
|
$
|
—
|
|
|
$
|
5,000
|
|
Term Loan
|
152,245
|
|
|
74,421
|
|
Total 2014 Credit Agreement debt
|
152,245
|
|
|
79,421
|
|
|
|
|
|
98.7FM non-recourse debt
|
59,958
|
|
|
57,008
|
|
Other non-recourse debt
(1)
|
8,807
|
|
|
9,868
|
|
Less: Current maturities
|
(23,600
|
)
|
|
(16,367
|
)
|
Less: Unamortized original issue discount
|
(7,038
|
)
|
|
(4,686
|
)
|
Total long-term debt
|
$
|
190,372
|
|
|
$
|
125,244
|
|
(1)
The face value of other non-recourse debt was
$9.5 million
and
$10.2 million
at February 28, 2017 and August 31, 2017, respectively
2014 Credit Agreement
On June 10, 2014, Emmis entered into the 2014 Credit Agreement, by and among the Company, EOC, as borrower (the “Borrower”), certain other subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Fifth Third Bank, as syndication agent. Capitalized terms in this section not defined elsewhere in this 10-Q are defined in the 2014 Credit Agreement and related amendments.
The 2014 Credit Agreement includes a senior secured term loan facility (the “Term Loan”) of $
185.0 million
and a senior secured revolving credit facility of
$20.0 million
, and contains provisions for an uncommitted increase of up to
$20.0 million
principal amount (plus additional amounts so long as a pro forma total net senior secured leverage ratio condition is met) of the revolving credit facility and/or the Term Loan subject to the satisfaction of certain conditions. The revolving credit facility includes a sub-facility for the issuance of up to
$5.0 million
of letters of credit. Pursuant to the 2014 Credit Agreement, the Borrower borrowed
$185.0 million
of the Term Loan on June 10, 2014.
As a result of the Fourth Amendment to the 2014 Credit Agreement discussed below, the Term Loan is due not later than April 18, 2019 and the revolving credit facility expires on August 31, 2018. The Company no longer makes quarterly amortization payments related to the Term Loan as a result of repayments made in connection with the Company's sale of KPWR-FM. Subsequent to the Fourth Amendment to the 2014 Credit Agreement,
75
basis points per annum is payable quarterly on the average unused amount of the revolving credit facility. Prior to the amendments to the 2014 Credit Agreement discussed below, the Term Loan and amounts borrowed under the revolving credit facility bore interest, at the Borrower’s option, at either (i) the Alternate Base Rate (as defined in the 2014 Credit Agreement) (but not less than
2.00%
) plus
3.75%
or (ii) the Adjusted LIBO Rate (as defined in the 2014 Credit Agreement) (but not less than
1.00%
) plus
4.75%
.
The 2014 Credit Agreement is carried on our condensed consolidated balance sheets net of an original issue discount. The original issue discount, which was
$5.1 million
and
$2.9 million
as of February 28, 2017 and
August 31, 2017
, respectively, is being amortized as additional interest expense over the life of the 2014 Credit Agreement. In connection with the Term Loan repayment made during the three months ended August 31, 2017 as a result of the KPWR-FM sale, the Company wrote-off $2.5 million of the original issue discount which is recorded as loss on debt extinguishment in the accompanying condensed consolidated financial statements.
The obligations under the 2014 Credit Agreement are secured by a perfected first priority security interest in substantially all of the assets of the Company, the Borrower and the Subsidiary Guarantors.
On November 7, 2014, Emmis entered into the First Amendment to the 2014 Credit Agreement. The First Amendment (i) increased the maximum Total Leverage Ratio to
6.00
:1.00 for the period February 28, 2015 through February 29, 2016, (ii) adjusted the definition of Consolidated EBITDA to exclude during the term of the 2014 Credit Agreement up to
$5 million
in severance and/or contract termination expenses and up to
$2.5 million
in losses attributable to the reformatting of the Company’s radio stations, (iii) extended the requirement for the Borrower to pay a
1.00%
fee on certain prepayments of the Term Loan to November 7, 2015, (iv) increased the Applicable Margin by
0.25%
for at least six months from the date of the First Amendment and until the Total Leverage Ratio is less than
5.00
:1.00, and (v) made certain technical adjustments to the
definition of Consolidated Excess Cash Flow and to address the Foreign Account Tax Compliance Act. Emmis paid a total of approximately
$1.0 million
of transaction fees to the Lenders that consented to the First Amendment, which were recorded as original issue discount and are being amortized over the remaining life of the 2014 Credit Agreement.
On April 30, 2015, Emmis entered into the Second Amendment to the 2014 Credit Agreement. The Second Amendment (i) increased the maximum Total Leverage Ratio to (A)
6.75
:1.00 during the period from May 31, 2015 through February 29, 2016, (B)
6.50
:1.00 for the quarter ended May 31, 2016, (C)
6.25
:1.00 for the quarter ended August 31, 2016, (D)
6.00
:1.00 for the quarter ended November 30, 2016, and (E)
5.75
:1.00 for the quarter ended February 28, 2017, after which it reverted to the original ratio of
4.00
:1.00 for the quarters ended May 31, 2017 and thereafter, (ii) required Emmis to pay a
2.00%
fee on certain prepayments of the Term Loan prior to the first anniversary of the Second Amendment and required Emmis to pay a
1.00%
fee on certain prepayments of the Term Loan from the first anniversary of the Second Amendment until the second anniversary of the Second Amendment, (iii) increased the Applicable Margin throughout the remainder of the term of the Credit Agreement to
5.00%
for ABR Loans (as defined in the Credit Agreement) and
6.00%
for Eurodollar Loans (as defined in the 2014 Credit Agreement), and (iv) increased the amortization to
0.50%
per calendar quarter through January 1, 2016 and to
1.25%
per calendar quarter thereafter commencing April 1, 2016. Emmis paid a total of approximately
$1.1 million
of transaction fees to the Lenders that consented to the Second Amendment, which were recorded as original issue discount and are being amortized over the remaining life of the 2014 Credit Agreement.
On August 22, 2016, Emmis entered into the Third Amendment to the 2014 Credit Agreement. The Third Amendment made certain changes to the Credit Agreement to facilitate the Company's consideration of and, if approved by the Company's Board of Directors and shareholders, entry into a transaction that would have resulted in the Class A common stock of the Company ceasing to be registered under the Securities Act of 1934 (such potential transaction, a "Going Private Transaction"). Specifically, the Third Amendment added an exception to the covenant restricting transactions with affiliates that (i) permitted the Company to enter into a Going Private Transaction with an affiliate of the Company and (ii) permitted the Borrower to pay any costs incurred or reimbursed by an affiliate of the Company in connection with a Going Private Transaction, whether or not the transaction was consummated. The Third Amendment also allowed the Company to add certain costs and expenses incurred in connection with a Going Private Transaction to Consolidated EBITDA, as defined in the Credit Agreement, for purposes of determining compliance with the financial covenants in the Credit Agreement, subject to caps of (i)
$2.5 million
if a Going Private Transaction was not recommended by a special committee of the Company’s Board of Directors and (ii)
$8.0 million
if a Going Private Transaction was recommended by a special committee of the Company’s Board of Directors but not consummated. Finally, the Third Amendment made certain changes to the Credit Agreement that would have been effective only if a Going Private Transaction was consummated. The Third Amendment also required the Borrower to pay a
50
basis point fee to the lenders that consented to it either if a Going Private Transaction was consummated or if such a transaction was recommended by a special committee of the board of directors of the Company but not consummated. The special committee of the board of directors did not recommend the Going Private Transaction and no such transaction was consummated.
On April 18, 2017, Emmis entered into a Fourth Amendment to our 2014 Credit Agreement. The Fourth Amendment (i) eliminated the maximum Total Leverage Ratio covenant through May 31, 2018 and replaced it with a minimum Consolidated EBITDA covenant, after which it reverts to a Total Leverage Ratio of
4.00
:1.00 for the quarters ended August 31, 2018 and thereafter, (ii) reduced the Interest Coverage Ratio from
2.00
:1.00 to
1.60
:1.00, (iii) required Emmis to enter into definitive agreements by January 18, 2018 to sell assets that generate at least
$80 million
of sale proceeds and close such transactions no later than July 18, 2018, (iv) increased the Applicable Margin throughout the remainder of the term of the Credit Agreement to
6.00%
for ABR Loans (as defined in the 2014 Credit Agreement) and
7.00%
for Eurodollar Loans (as defined in the 2014 Credit Agreement) and increased the unused commitment fee on the revolving credit facility to 75 basis points, and (v) accelerated the maturity of the Term Loans to April 18, 2019 and the Revolving Loans to August 31, 2018. In addition to tightening or eliminating baskets and other credit enhancements for lenders, the Fourth Amendment contains ratcheting fees and premiums if the existing credit facility is not refinanced by July 18, 2018. The Fourth Amendment also required Emmis to pay a fee of
1.0%
of the Term Loan holdings and Revolving Commitment of each Lender that consented to the Fourth Amendment. This fee totaled
$1.5 million
and was recorded as additional original issue discount and is being amortized as interest expense over the remaining life of the 2014 Credit Agreement, beginning in the three-month period ending May 31, 2017.
In connection with the closing of the sale of
Texas Monthly
on November 1, 2016, Emmis repaid
$15.0 million
of Term Loans and
$8.5 million
of Revolver borrowings. Under the terms of the 2014 Credit Agreement, Emmis was required to use all Net Available Proceeds (as defined in the 2014 Credit Agreement) from the sale of
Texas Monthly
to repay Term Loans unless it exercised its right under the 2014 Credit Agreement to reinvest a portion of the Net Available Proceeds in new long-term assets of the Company. On November 1, 2016, Emmis exercised this reinvestment right for up to
$10.0 million
of Net Available Proceeds. This election allows the Company to reduce the amount of Net Available Proceeds by amounts used to purchase assets within 365 days of the election, or 545 days of the election so long as the asset purchase is under contract within 365 days. Routine capital expenditures qualify as a reinvestment under the terms of the 2014 Credit Agreement. Future changes in
these estimates will impact the calculation of Net Available Proceeds. The current calculation of Net Available Proceeds, reinvestments and Term Loan repayments related to the sale of
Texas Monthly
is as follows:
|
|
|
|
|
|
Term Loan Repayments
Texas Monthly
Sale
|
Gross proceeds from the sale of
Texas Monthly
|
$
|
25,000
|
|
Working capital and other closing adjustments
|
(747
|
)
|
Transaction costs, including severance
|
(1,378
|
)
|
Subtotal
|
22,875
|
|
Less: Reinvestments (estimated)
|
(3,475
|
)
|
Less: Term Loan repayment on November 1, 2016
|
(15,000
|
)
|
Remaining Net Available Proceeds, subject to finalization of reinvestments
|
$
|
4,400
|
|
The current estimate of $4.4 million of remaining net available proceeds is included as a current maturity of long-term debt in the accompanying condensed consolidated balance sheets as of August 31, 2017. The amount is not yet final as reinvestments are estimated and could change prior to the conclusion of the reinvestment period as described above.
We were in compliance with all financial and non-financial covenants as of
August 31, 2017
. Our Minimum Consolidated EBITDA and Interest Coverage Ratio (each as defined in the 2014 Credit Agreement and related amendments) requirements and actual amounts as of
August 31, 2017
were as follows:
|
|
|
|
|
|
|
|
|
|
As of August 31, 2017
|
|
Covenant Requirement
|
|
Actual Results
|
Minimum Consolidated EBITDA
|
$
|
13.6
|
million
|
|
$
|
17.5
|
million
|
Minimum Interest Coverage Ratio
|
1.60 : 1.00
|
|
|
2.59 : 1.00
|
|
98.7FM Non-recourse Debt
On May 30, 2012, the Company, through wholly-owned, newly-created subsidiaries, issued
$82.2 million
of non-recourse notes. Teachers Insurance and Annuity Association of America, through a participation agreement with Wells Fargo Bank Northwest, National Association, is entitled to receive payments made on the notes. The notes are obligations only of the newly-created subsidiaries, are non-recourse to the rest of the Company and its subsidiaries, and are secured by the assets of the newly-created subsidiaries, including the payments made to the newly-created subsidiary related to the 98.7FM LMA, which are guaranteed by Disney Enterprises, Inc. The notes bear interest at
4.1%
. The 98.7FM non-recourse notes are carried on our condensed consolidated balance sheets net of an original issue discount. The original issue discount, which was
$2.0 million
and
$1.8 million
as of February 28, 2017 and
August 31, 2017
, respectively, is being amortized as additional interest expense over the life of the notes.
Other Non-recourse Debt
Digonex non-recourse notes payable consist of notes payable issued by Digonex, which were recorded at fair value on June 16, 2014, the date that Emmis acquired a controlling interest in Digonex. The notes payable, some of which are secured by the assets of Digonex, are non-recourse to the rest of the Company and its subsidiaries. During the quarter ended August 31, 2017, Digonex noteholders agreed to extend the maturity date of the notes from December 31, 2017 to December 31, 2020. The notes accrue interest at
5.0%
per annum with interest due at maturity. The face value of the notes payable is
$6.2 million
. The Company is accreting the difference between this face value and the original
$3.6 million
fair value of the notes payable recorded in the acquisition of its controlling interest of the business as interest expense over the remaining term of the notes payable.
During the quarter ended May 31, 2017, NextRadio, LLC issued
$0.7 million
of notes payable, bringing the cumulative total of notes payable issued by NextRadio, LLC to
$4.0 million
. The notes initially bear interest at
4.0%
with interest due quarterly beginning in August 2018. The notes mature on December 23, 2021 and are to be repaid through revenues generated by enhanced advertisement revenues earned by NextRadio, LLC. If any portion of the notes remain unpaid at maturity, the lender has the option to exchange the notes for senior preferred equity of NextRadio, LLC's parent entity, TagStation, LLC. These notes are obligations of NextRadio, LLC and TagStation, LLC and are non-recourse to the rest of Emmis' subsidiaries.
Based on amounts outstanding at
August 31, 2017
, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 Credit Agreement
|
|
98.7FM
Non-recourse
|
|
Other
Non-recourse
|
|
|
Year ended February 28 (29),
|
|
Revolver
|
|
Term Loan
|
|
Debt
|
|
Debt
|
|
Total Payments
|
Remainder of 2018
|
|
$
|
—
|
|
|
$
|
4,400
|
|
|
$
|
3,089
|
|
|
$
|
—
|
|
|
$
|
7,489
|
|
2019
|
|
5,000
|
|
|
—
|
|
|
6,587
|
|
|
—
|
|
|
11,587
|
|
2020
|
|
—
|
|
|
70,021
|
|
|
7,150
|
|
|
—
|
|
|
77,171
|
|
2021
|
|
—
|
|
|
—
|
|
|
7,755
|
|
|
6,239
|
|
|
13,994
|
|
2022
|
|
—
|
|
|
—
|
|
|
8,394
|
|
|
4,000
|
|
|
12,394
|
|
Thereafter
|
|
—
|
|
|
—
|
|
|
24,033
|
|
|
—
|
|
|
24,033
|
|
Total
|
|
$
|
5,000
|
|
|
$
|
74,421
|
|
|
$
|
57,008
|
|
|
$
|
10,239
|
|
|
$
|
146,668
|
|
Note 5.
Liquidity and Going Concern
In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. The Company adopted ASU 2014-15 during the year ended February 28, 2017. Subsequent to adoption, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods.
In evaluating the Company’s ability to continue as a going concern, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the interim financial statements were issued (October 12, 2017). Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt obligations due on or before October 12, 2018.
As of August 31, 2017, the Company classified its
$5.0 million
revolver debt as current because the revolver expires on August 31, 2018. The Company also classified
$4.4 million
of Term Loan debt associated with the proceeds received from the sale of
Texas Monthly
as current because it is due during the quarter ending November 30, 2017. The Company also expects to pay approximately
$6.5 million
of cash interest obligations related to our 2014 Credit Agreement and
$3.2 million
of income taxes to various tax jurisdictions prior to October 12, 2018. The Company’s current projections indicate that forecasted cash flows may be insufficient for the Company to settle all of these obligations in full and continue without a revolver subsequent to August 31, 2018.
Management is currently exploring a number of options that would allow the Company to meet all of the aforementioned obligations. Management believes that it is probable that it will refinance the debt outstanding under the 2014 Credit Agreement prior to August 31, 2018. The Company has successfully refinanced its credit agreement debt many times in the past. Recent asset sales and associated term loan repayments have significantly reduced the Company’s leverage ratio, which management believes will enhance its ability to refinance the debt. Management is also exploring several alternatives that would further reduce our leverage ratio, including the sale of WLIB-AM in New York City. While management does not believe the sale of this or any other asset is required to complete a refinancing, management believes it would likely improve the economics of a refinancing for the Company.
Management's intention and belief that the credit agreement debt will be refinanced during the next twelve months assumes, among other things, that the Company will continue to be successful in implementing its business strategy and that there will be no material adverse developments in its business, liquidity or capital requirements. If one or more of these factors do not occur as expected, it could cause a default under the Company's credit agreement.
Note 6.
Fair Value Measurements
As defined in ASC Topic 820, fair value is 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 (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The
hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).
Recurring Fair Value Measurements
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of
February 28, 2017
and
August 31, 2017
. 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 Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of August 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Total
|
|
(in 000's)
|
Available for sale securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
800
|
|
Total assets measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
800
|
|
|
|
|
|
|
|
|
|
|
As of February 28, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|
|
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
|
Total
|
|
(in 000's)
|
Available for sale securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
800
|
|
Total assets measured at fair value on a recurring basis
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
800
|
|
Available for sale securities
— Emmis’ available for sale securities are comprised of preferred stock of a private company that is not traded in active markets and is included in other assets, net in the accompanying condensed consolidated balance sheets. The investment is recorded at fair value, which was generally estimated using significant unobservable market parameters, resulting in a level 3 categorization. The carrying value of our preferred stock investment was determined by using implied valuations of recent rounds of financing and by other corroborating evidence, which may include the application of various valuation methodologies including option-pricing and discounted cash flow based models.
Non-Recurring Fair Value Measurements
The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that include those described in Note 3, Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion).
Fair Value of Other Financial Instruments
Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition.
The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts.
The following methods and assumptions were used to estimate the fair value of financial instruments:
-
Cash and cash equivalents
: The carrying amount of these assets approximates fair value because of the short maturity of these instruments.
-
2014 Credit Agreement debt
: As of
August 31, 2017
, the fair value and carrying value, excluding original issue discount, of the Company's 2014 Credit Agreement debt was
$76.8 million
and
$79.4 million
, respectively. The Company's estimate of fair value was based on quoted prices of this instrument and is considered a Level 2 measurement.
-
Other long-term debt
: The Company’s 98.7FM non-recourse debt and other non-recourse debt is not actively traded and is considered a level 3 measurement. The Company believes the current carrying value of its other long-term debt approximates its fair value.
Note 7.
Segment Information
The Company’s operations have historically been aligned into three business segments: (i) Radio, (ii) Publishing and (iii) Corporate & Emerging Technologies. Emerging Technologies includes our TagStation, NextRadio and Digonex businesses. These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses are not allocated to reportable segments. The Company’s segments operate exclusively in the United States.
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, 2017
, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 31, 2017
|
Radio
|
|
Publishing
|
|
Corporate & Emerging Technologies
|
|
Consolidated
|
Net revenues
|
$
|
41,764
|
|
|
$
|
846
|
|
|
$
|
238
|
|
|
$
|
42,848
|
|
Station operating expenses excluding and depreciation and amortization expense
|
29,881
|
|
|
1,104
|
|
|
2,919
|
|
|
33,904
|
|
Corporate expenses excluding depreciation and amortization expense
|
—
|
|
|
—
|
|
|
2,538
|
|
|
2,538
|
|
Depreciation and amortization
|
676
|
|
|
5
|
|
|
200
|
|
|
881
|
|
Gain on sale of assets, net of disposition costs
|
(76,745
|
)
|
|
39
|
|
|
—
|
|
|
(76,706
|
)
|
Loss on disposal of property and equipment
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
Operating income (loss)
|
$
|
87,952
|
|
|
$
|
(314
|
)
|
|
$
|
(5,419
|
)
|
|
$
|
82,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended August 31, 2016
|
Radio
|
|
Publishing
|
|
Corporate & Emerging Technologies
|
|
Consolidated
|
Net revenues
|
$
|
45,972
|
|
|
$
|
12,619
|
|
|
$
|
183
|
|
|
$
|
58,774
|
|
Station operating expenses excluding LMA fees and depreciation and amortization expense
|
31,661
|
|
|
12,959
|
|
|
2,371
|
|
|
46,991
|
|
Corporate expenses excluding depreciation and amortization expense
|
—
|
|
|
—
|
|
|
2,453
|
|
|
2,453
|
|
Impairment loss on intangible assets
|
—
|
|
|
—
|
|
|
2,988
|
|
|
2,988
|
|
Depreciation and amortization
|
881
|
|
|
69
|
|
|
332
|
|
|
1,282
|
|
Loss on disposal of fixed assets
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
Operating income (loss)
|
$
|
13,305
|
|
|
$
|
(409
|
)
|
|
$
|
(7,961
|
)
|
|
$
|
4,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended August 31, 2017
|
Radio
|
|
Publishing
|
|
Corporate & Emerging Technologies
|
|
Consolidated
|
Net revenues
|
$
|
80,470
|
|
|
$
|
1,990
|
|
|
$
|
552
|
|
|
$
|
83,012
|
|
Station operating expenses excluding depreciation and amortization expense
|
56,015
|
|
|
2,459
|
|
|
6,660
|
|
|
65,134
|
|
Corporate expenses excluding depreciation and amortization expense
|
—
|
|
|
—
|
|
|
5,281
|
|
|
5,281
|
|
Depreciation and amortization
|
1,444
|
|
|
10
|
|
|
405
|
|
|
1,859
|
|
Gain on sale of assets, net of disposition costs
|
(76,745
|
)
|
|
39
|
|
|
—
|
|
|
(76,706
|
)
|
Loss on disposal of property and equipment
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
Operating income (loss)
|
$
|
99,756
|
|
|
$
|
(530
|
)
|
|
$
|
(11,794
|
)
|
|
$
|
87,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended August 31, 2016
|
Radio
|
|
Publishing
|
|
Corporate & Emerging Technologies
|
|
Consolidated
|
Net revenues
|
$
|
88,671
|
|
|
$
|
25,711
|
|
|
$
|
394
|
|
|
$
|
114,776
|
|
Station operating expenses excluding depreciation and amortization expense
|
58,936
|
|
|
26,437
|
|
|
4,607
|
|
|
89,980
|
|
Corporate expenses excluding depreciation and amortization expense
|
—
|
|
|
—
|
|
|
5,497
|
|
|
5,497
|
|
Impairment loss
|
—
|
|
|
—
|
|
|
2,988
|
|
|
2,988
|
|
Depreciation and amortization
|
1,788
|
|
|
142
|
|
|
684
|
|
|
2,614
|
|
Loss on disposal of property and equipment
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
Operating income (loss)
|
$
|
27,822
|
|
|
$
|
(868
|
)
|
|
$
|
(13,382
|
)
|
|
$
|
13,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
Radio
|
|
Publishing
|
|
Corporate & Emerging Technologies
|
|
Consolidated
|
As of February 28, 2017
|
$
|
260,228
|
|
|
$
|
1,746
|
|
|
$
|
27,364
|
|
|
$
|
289,338
|
|
As of August 31, 2017
|
$
|
258,162
|
|
|
$
|
697
|
|
|
$
|
18,417
|
|
|
$
|
277,276
|
|
Note 8.
Regulatory, Legal and Other Matters
During the quarter ended August 31, 2017, Emmis filed suit against Hour Media Group, LLC ("Hour") for breach of the asset purchase agreement related to the February 28, 2017 sale of
Los Angeles Magazine
,
Atlanta Magazine
,
Cincinnati Magazine
and
Orange Coast Magazine
. Hour filed a counterclaim against Emmis alleging that Emmis engaged in a series of actions that constitute a breach of the asset purchase agreement. Emmis believes that Hour's claims are without merit and is vigorously defending this lawsuit. Approximately
$0.65 million
of the purchase price related to this sale remains in escrow and is likely to remain in escrow until this matter is resolved. This cash is included in restricted cash on our condensed consolidated balance sheets as of August 31, 2017.
Emmis is a party to various other legal proceedings arising in the ordinary course of business. In the opinion of management of the company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.
Note 9.
Income Taxes
Our effective income tax rate was
31%
and
6%
for the six-month periods ended August 31, 2016 and 2017, respectively. In the prior year, the Company recorded a valuation allowance for its net deferred tax assets generated during the period, including its net operating loss carryforwards, but excluding deferred tax liabilities related to indefinite-lived intangibles. Given the sale of KPWR-FM as discussed in Note 10 and the gain that resulted from the transaction, the Company is estimating its effective tax rate for the fiscal year, which incorporates the reversal of a portion of the valuation allowance, and applying that rate to the pre-tax income for the applicable period, which is primarily responsible for the difference between the statutory rate and the effective tax rate.
Note 10.
Other Significant Events
Sale of KPWR-FM
On August 1, 2017, Emmis closed on its sale of KPWR-FM for gross proceeds of approximately
$80.1 million
in cash to affiliates of the Meruelo Group. After payment of transaction costs and withholding for estimated tax obligations, net proceeds as defined in the 2014 Credit Agreement totaled approximately
$73.6 million
and were used to repay term loan indebtedness. As discussed in Note 4, under the terms of the Fourth Amendment to the 2014 Credit Facility, Emmis was required to enter into definitive agreements to sell assets that generated at least $80 million of proceeds by January 18, 2018 and to close on such transactions following receipt of required regulatory approvals. The sale of KPWR-FM satisfied these requirements. Emmis found it more advantageous to sell its standalone radio station in Los Angeles than to sell other assets to meet this requirement.
KPWR-FM was operated pursuant to an LMA from July 1, 2017 through the closing of the sale on August 1, 2017. Affiliates of the Meruelo Group paid an LMA fee to Emmis totaling
$0.4 million
during this period, which is included in net revenues in the accompanying condensed consolidated statements of operations and in the summary of KPWR-FM results included below.
KPWR-FM
had historically been included in our Radio segment. The following table summarizes certain operating results of KPWR-FM for all periods presented. Pursuant to Accounting Standards Codification 205-20-45-6, interest expense associated with the required Term Loan repayment associated with the sale of KPWR-FM is included in the results below. The sale of KPWR-FM did not qualify for reporting as a discontinued operation as it did not represent a strategic shift for the Company as described in Accounting Standards Codification 205-20-45.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended August 31,
|
|
For the six months ended August 31,
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
Net revenues
|
$
|
6,709
|
|
|
$
|
2,399
|
|
|
$
|
13,385
|
|
|
$
|
7,818
|
|
Station operating expenses, excluding depreciation and amortization expense
|
4,356
|
|
|
2,590
|
|
|
8,729
|
|
|
6,928
|
|
Depreciation and amortization
|
103
|
|
|
—
|
|
|
207
|
|
|
63
|
|
Gain on sale of assets, net of disposition costs
|
—
|
|
|
(76,745
|
)
|
|
—
|
|
|
(76,745
|
)
|
Operating income
|
2,250
|
|
|
76,554
|
|
|
4,449
|
|
|
77,572
|
|
Interest expense
|
1,317
|
|
|
1,055
|
|
|
2,633
|
|
|
2,494
|
|
Income before income taxes
|
933
|
|
|
75,499
|
|
|
1,816
|
|
|
75,078
|
|
Unaudited pro forma summary information is presented below for the three-month and six-month periods ended August 31, 2016 and 2017, assuming the November 1, 2016 sale of
Texas Monthly
, the January 30, 2017 sale of our radio stations in Terre Haute, the February 28, 2017 sale of
Los Angeles Magazine, Atlanta Magazine, Cincinnati Magazine
and
Orange Coast Magazine
, the August 1, 2017 sale of KPWR-FM,
and the
related mandatory debt repayments of these sales had occurred on the first day of the proforma periods presented below. See Note 7 of our 10-K for the year ending February 28, 2017 for more discussion of the various sales completed during our prior fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended August 31,
(unaudited)
|
|
For the six months ended August 31,
(unaudited)
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
Net revenues
|
$
|
39,856
|
|
|
$
|
40,451
|
|
|
$
|
76,686
|
|
|
$
|
75,201
|
|
Station operating expenses, excluding depreciation and amortization expense
|
30,316
|
|
|
31,275
|
|
|
56,348
|
|
|
58,113
|
|
Consolidated net (loss) income
|
(41
|
)
|
|
1,335
|
|
|
2,119
|
|
|
1,948
|
|
Net income attributable to the Company
|
692
|
|
|
527
|
|
|
2,223
|
|
|
301
|
|
Net income per share - basic
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
$
|
0.19
|
|
|
$
|
0.02
|
|
Net income per share - diluted
|
$
|
0.06
|
|
|
$
|
0.04
|
|
|
$
|
0.18
|
|
|
$
|
0.02
|
|