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LIQUIDITY AND CAPITAL RESOURCES CREDIT AGREEMENT On March 29, 2011, Emmis and its principal operating subsidiary, Emmis Operating Company (the “Borrower”), entered into the Third Amendment to Amended and Restated Revolving Credit and Term Loan Agreement (the “Third Amendment), by and among the Borrower, Emmis, the lending institutions party to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Lenders party to the Amended and Restated Revolving Credit and Term Loan Agreement, dated November 2, 2006 (as amended, supplemented, and restated or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among the Borrower, Emmis, the Lenders, the Administrative Agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch and SunTrust Bank, as co-documentation agents. |
Among other things, the Third Amendment provides that (i) the leverage ratio and fixed charge covenants will not apply to any amounts outstanding under the Credit Agreement until November 30, 2012, at which time they will be set at 5.0x and 1.15x for the life of the Credit Agreement and from November 30, 2011 through August 31, 2012 there will be a minimum Consolidated EBITDA (as defined in the Credit Agreement) test of $25.0 million per rolling four quarter test period, (ii) the requirement that annual audits be certified without qualification will be waived for the fiscal years ending February 2011 and 2012 and (iii) the ability of Emmis to engage in certain activities or transactions, including the payment of dividends, the incurrence of indebtedness and the ability to invest certain proceeds including from asset sales will be further restricted or prohibited and (iv) the terms of the existing Tranche B Term Loans held or purchased on or prior to the date of the Third Amendment by funds or accounts managed by Canyon Capital Advisors LLC (“Canyon”), are amended into an amended tranche of term loans with an extended maturity date of November, 2014. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
Among other things, the Second Amendment: • suspended the applicability of the Total Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants (each as defined in the Credit Agreement) for a period that will end no later than September 1, 2011 (the “Suspension Period”), • provided that during the Suspension Period, the Borrower must maintain Minimum Consolidated EBITDA (as defined by the Credit Agreement) for the trailing twelve month periods as follows: • provided that during the Suspension Period, the Borrower will not permit Liquidity (as defined in the Credit Agreement) as of the last day of each fiscal quarter of the Borrower ending during the Suspension Period to be less than $5 million, • reduced the Total Revolving Credit Commitment (as defined in the Credit Agreement) from $75 million to $20 million, • set the applicable margin at 3% per annum for base rate loans and at 4% per annum for Eurodollar rate loans, • provided that during the Suspension Period, the Borrower: (1) must make certain prepayments from funds attributable to debt or equity issuances, asset sales and extraordinary receipts, and (2) must make quarterly payments of Suspension Period Excess Cash (as defined in the Credit Agreement), • provided that during the Suspension Period, the Borrower may not: (1) make certain investments or effect material acquisitions, (2) make certain restricted payments (including but not limited to restricted payments to fund equity repurchases or dividends on Emmis’ 6.25% Series A Cumulative Convertible Preferred Stock), or (3) access the additional financing provisions of the Credit Agreement (though Borrower has access to the Total Revolving Credit Commitment of $20 million), • excluded from the definition of Consolidated EBITDA up to an additional $5 million in severance and contract termination expenses incurred after the effective date of the Second Amendment, • granted the lenders a security interest in certain previously excluded real estate and other assets, • permitted the repurchase of debt under the Credit Agreement at a discount using proceeds of certain equity issuances, and • modified certain financial definitions and other restrictions on ECC and the Borrower. |
Among other things, the Third Amendment provides that (i) the leverage ratio and fixed charge covenants will not apply to any amounts outstanding under the Credit Agreement until November 30, 2012, at which time they will be set at 5.0x and 1.15x for the life of the Credit Agreement and from November 30, 2011 through August 31, 2012 there will be a minimum Consolidated EBITDA (as defined in the Credit Agreement) test of $25.0 million per rolling four quarter test period, (ii) the requirement that annual audits be certified without qualification will be waived for the fiscal years ending February 2011 and 2012, (iii) the ability of Emmis to engage in certain activities or transactions, including the payment of dividends, the incurrence of indebtedness and the ability to invest certain proceeds including from asset sales will be further restricted or prohibited and (iv) the terms of the existing Tranche B Term Loans held or purchased on or prior to the date of the Third Amendment by funds or accounts managed by Canyon Capital Advisors LLC (“Canyon”), are amended into an amended tranche of term loans with an extended maturity date of November, 2014. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to repeal or modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • AM stereo broadcasting; • proposals to modify service and technical rules for digital radio, including possible additional public interest requirements for terrestrial digital audio broadcasters; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals permitting FM stations to accept formerly impermissible interference; • proposals to reinstate holding periods for licenses; • changes to broadcast technical requirements, including those relative to the implementation of SDARS and DAB; • proposals to reallocate spectrum associated with TV channels 5 and 6 for FM radio broadcasting; • proposals to modify broadcasters’ public interest obligations; • proposals to limit the tax deductibility of advertising expenses by advertisers; and • proposals to regulate violence in broadcasts. |
CREDIT AGREEMENT On August 19, 2009, Emmis Communications Corporation and its principal operating subsidiary, EOC (the “Borrower”), entered into the Second Amendment to Amended and Restated Revolving Credit and Term Loan Agreement (the “Second Amendment”), by and among the Borrower, ECC, the lending institutions party to the Credit Agreement referred to below (collectively, the “Lenders”) and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for itself and the other Lenders party to the Amended and Restated Revolving Credit and Term Loan Agreement, dated November 2, 2006 (as amended, supplemented, and restated or otherwise modified and in effect from time to time, the “Credit Agreement”), by and among the Borrower, ECC, the Lenders, the Administrative Agent, Deutsche Bank Trust Company Americas, as syndication agent, General Electric Capital Corporation, Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank Nederland”, New York Branch and SunTrust Bank, as co-documentation agents. |
Among other things, the Second Amendment: • suspends the applicability of the Total Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants (each as defined in the Credit Agreement) for a period that will end no later than September 1, 2011 (the “Suspension Period”), • provides that during the Suspension Period, the Borrower must maintain Minimum Consolidated EBITDA (as defined by the Credit Agreement) for the trailing twelve month periods as follows: • provides that during the Suspension Period, the Borrower will not permit Liquidity (as defined in the Credit Agreement) as of the last day of each fiscal quarter of the Borrower ending during the Suspension Period to be less than $5 million, • reduces the Total Revolving Credit Commitment (as defined in the Credit Agreement) from $75 million to $20 million, • sets the applicable margin at 3% per annum for base rate loans and at 4% per annum for Eurodollar rate loans, • provides that during the Suspension Period, the Borrower: (1) must make certain prepayments from funds attributable to debt or equity issuances, asset sales and extraordinary receipts, and (2) must make quarterly payments of Suspension Period Excess Cash (as defined in the Credit Agreement), • provides that during the Suspension Period, the Borrower may not: (1) make certain investments or effect material acquisitions, (2) make certain restricted payments (including but not limited to restricted payments to fund equity repurchases or dividends on Emmis’ 6.25% Series A Cumulative Convertible Preferred Stock), or (3) access the additional financing provisions of the Credit Agreement (though Borrower has access to the Total Revolving Credit Commitment of $20 million), • excludes from the definition of Consolidated EBITDA up to an additional $5 million in severance and contract termination expenses incurred after the effective date of the Second Amendment, • grants the lenders a security interest in certain previously excluded real estate and other assets, • permits the repurchase of debt under the Credit Agreement at a discount using proceeds of certain equity issuances, and • modifies certain financial definitions and other restrictions on ECC and the Borrower. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
Among other things, the Second Amendment: • suspends the applicability of the Total Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants (each as defined in the Credit Agreement) for a period that will end no later than September 1, 2011 (the “Suspension Period”), • provides that during the Suspension Period, the Borrower must maintain Minimum Consolidated EBITDA (as defined by the Credit Agreement) for the trailing twelve month periods as follows: • provides that during the Suspension Period, the Borrower will not permit Liquidity (as defined in the Credit Agreement) as of the last day of each fiscal quarter of the Borrower ending during the Suspension Period to be less than $5 million, • reduces the Total Revolving Credit Commitment (as defined in the Credit Agreement) from $75 million to $20 million, • sets the applicable margin at 3% per annum for base rate loans and at 4% per annum for Eurodollar rate loans, • provides that during the Suspension Period, the Borrower: (1) must make certain prepayments from funds attributable to debt or equity issuances, asset sales and extraordinary receipts, and (2) must make quarterly payments of Suspension Period Excess Cash (as defined in the Credit Agreement), • provides that during the Suspension Period, the Borrower may not: (1) make certain investments or effect material acquisitions, (2) make certain restricted payments (including but not limited to restricted payments to fund equity repurchases or dividends on Emmis’ 6.25% Series A Cumulative Convertible Preferred Stock), or (3) access the additional financing provisions of the Credit Agreement (though Borrower has access to the Total Revolving Credit Commitment of $20 million), • excludes from the definition of Consolidated EBITDA up to an additional $5 million in severance and contract termination expenses incurred after the effective date of the Second Amendment, • grants the lenders a security interest in certain previously excluded real estate and other assets, • permits the repurchase of debt under the Credit Agreement at a discount using proceeds of certain equity issuances, and • modifies certain financial definitions and other restrictions on ECC and the Borrower. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to repeal or modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • AM stereo broadcasting; • proposals to permit expanded use of FM translator stations, including use by AM stations; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals permitting FM stations to accept formerly impermissible interference; • proposals to reinstate holding periods for licenses; • changes to broadcast technical requirements, including those relative to the implementation of SDARS and DAB; • proposals to reallocate spectrum associated with TV channels 5 and 6 for FM radio broadcasting; • proposals to limit the tax deductibility of advertising expenses by advertisers; and • proposals to regulate violence in broadcasts. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
Such matters include, but are not limited to: • proposals to require broadcasters to pay royalties to performing artists for use of their recordings; • proposals to impose spectrum use or other fees on FCC licensees; • proposals to repeal or modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • AM stereo broadcasting; • proposals to permit expanded use of FM translator stations, including use by AM stations; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals permitting FM stations to accept formerly impermissible interference; • proposals to reinstate holding periods for licenses; • changes to broadcast technical requirements, including those relative to the implementation of SDARS and DAB; • proposals to reallocate spectrum associated with TV channels 5 and 6 for FM radio broadcasting; • proposals to limit the tax deductibility of advertising expenses by advertisers; and • proposals to regulate violence in broadcasts. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
The settlement resulted in the amendment of Emmis’ Second Amended and Restated Articles of Incorporation to change the terms of the Company’s outstanding convertible preferred stock so that (a) a special anti-dilution formula applied to the Company’s tender offer (completed on June 13, 2005) that reduced the conversion price of the convertible preferred stock proportionately based on the aggregate consideration paid in the tender offer; (b) a new customary anti-dilution adjustment provision would apply to all other tender and exchange offers triggering an adjustment based on the aggregate consideration paid in such tender or exchange offer, the Company’s overall market capitalization and the market value of the Company’s Class A common stock determined over a 10-day trading period ending on the date immediately preceding the first public announcement of Emmis’ intention to effect a tender or exchange offer and (c) the holders of Emmis’ convertible preferred stock were granted the right to require Emmis to redeem their shares on the first anniversary of a going private transaction in which Jeffrey H. Smulyan and his affiliates participate that is not otherwise a change of control under the terms of the convertible preferred stock. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
Such matters include, but are not limited to: • proposals to impose spectrum use or other fees on FCC licensees; • proposals to repeal or modify some or all of the FCC’s multiple ownership rules and/or policies; • proposals to change rules relating to political broadcasting; • technical and frequency allocation matters; • AM stereo broadcasting; • proposals to permit expanded use of FM translator stations; • proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages; • proposals to tighten safety guidelines relating to radio frequency radiation exposure; • proposals permitting FM stations to accept formerly impermissible interference; • proposals to reinstate holding periods for licenses; • changes to broadcast technical requirements, including those relative to the implementation of SDARS and DAB; • proposals to limit the tax deductibility of advertising expenses by advertisers; • proposals to regulate violence in broadcasts; and • proposals to charge royalties for sound recordings used in broadcasts. |
Various new media technologies and services are being developed or introduced, including: - satellite-delivered digital audio radio service, which has resulted in the introduction of new subscriber-based satellite radio services with numerous niche formats; - audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats; - MP3 players and other personal audio systems that create new ways for individuals to listen to music and other content of their own choosing; - in-band on-channel digital radio (i.e., HD digital radio), which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; - low-power FM radio, which could result in additional FM radio broadcast outlets; and We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industries or on our financial condition and results of operations. |
On January 27, 2006, Emmis sold substantially all of the assets of television stations KOIN in Portland, OR, and KHON in Honolulu, HI (plus satellite stations), and also sold the stock of the corporation that owns KSNW in Wichita, KS (plus satellite stations) and KSNT in Topeka, KS, to SJL Broadcast Group, LLC and recorded a gain on sale of $88.2 million, net of tax which is included in discontinued operations in the accompanying consolidated statements of operations.. On December 5, 2005, Emmis sold substantially all of the assets of television stations WFTX in Ft. Myers, FL and KGUN in Tucson, AZ, and the tangible assets and many of the intangible assets (excluding, principally, the FCC license) of KMTV in Omaha, NE to Journal Communications and recorded a gain on sale of $92.6 million, net of tax which is included in discontinued operations in the accompanying consolidated statements of operations.. On November 30, 2005, Emmis sold substantially all of the assets of television station WSAZ in Huntington/Charleston, WV to Gray Television. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
The settlement resulted in the amendment of Emmis’ Second Amended and Restated Articles of Incorporation to change the terms of the Company’s outstanding convertible preferred stock so that (a) a special anti-dilution formula applied to the Company’s tender offer (completed on June 13, 2005) that reduced the conversion price of the convertible preferred stock proportionately based on the aggregate consideration paid in the tender offer; (b) a new customary anti-dilution adjustment provision would apply to all other tender and exchange offers triggering an adjustment based on the aggregate consideration paid in such tender or exchange offer, the Company’s overall market capitalization and the market value of the Company’s Class A common stock determined over a 10-day trading period ending on the date immediately preceding the first public announcement of Emmis’ intention to effect a tender or exchange offer and (c) the holders of Emmis’ convertible preferred stock were granted the right to require Emmis to redeem their shares on the first anniversary of a going private transaction in which Jeffrey H. Smulyan and his affiliates participate that is not otherwise a change of control under the terms of the convertible preferred stock. |
Our licenses currently have the following expiration dates, until renewed1: Continuing operations: WIBC(AM) (Indianapolis) August 1, 2004 Renewal application pending WLHK(FM) (Indianapolis) August 1, 2004 Renewal application pending WNOU(FM) (Indianapolis) August 1, 2004 Renewal application pending WTHI(FM) (Terre Haute) August 1, 2004 Renewal application pending WWVR(FM) (Terre Haute) August 1, 2004 Renewal application pending WYXB(FM) (Indianapolis) August 1, 2004 Renewal application pending WKQX(FM) (Chicago) December 1, 2004 Renewal application pending KFTK(FM) (St. Louis) February 1, 2013 KPNT(FM) (St. Louis) February 1, 2005 Renewal application pending KSHE(FM) (St. Louis) February 1, 2013 KBPA(FM) (Austin) August 1, 2013 KDHT(FM) (Austin) August 1, 2013 KGSR(FM) (Austin) August 1, 2013 KLBJ(AM) (Austin) August 1, 2013 KLBJ(FM) (Austin) August 1, 2013 KROX(FM) (Austin) August 1, 2013 KPWR(FM) (Los Angeles) December 1, 2013 KZLA(FM) (Los Angeles) December 1, 2013 WQCD(FM) (New York) June 1, 2006 Renewal application pending WQHT(FM) (New York) June 1, 2006 Renewal application pending WRKS(FM) (New York) June 1, 2006 Renewal application pending WLUP(FM) (Chicago) December 1, 2012 KIHT(FM) (St. Louis) February 1, 2013 Discontinued operations: WKCF(TV) (Orlando) February 1, 2013 WBPG(TV) (Mobile) April 1, 2005 Renewal application pending WVUE(TV) (New Orleans) June 1, 2013 KMTV(TV) (Omaha) June 1, 2006 Renewal application pending KGMB(TV) (Honolulu) February 1, 2007 KGMD(TV) (Hawaii) February 1, 2007 KGMV(TV) (Maui) February 1, 2007 KKFR(FM) (Phoenix) October 1, 2013 Under the Communications Act, a license expiration date is extended automatically pending action on the renewal application. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
Various new media technologies and services are being developed or introduced, including: - satellite-delivered digital audio radio service, which has resulted in the introduction of new subscriber-based satellite radio services with numerous niche formats; - audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats; - MP3 players and other personal audio systems that create new ways for individuals to listen to music and other content of their own choosing; - in-band on-channel digital radio (i.e., HD digital radio), which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; - low-power FM radio, which could result in additional FM radio broadcast outlets; and We cannot predict the effect, if any, that competition arising from new technologies or regulatory change may have on the radio broadcasting industries or on our financial condition and results of operations. |
These include, but are not limited to, the following: • material adverse changes in economic conditions in the markets of our Company; • the ability of our stations and magazines to attract and retain advertisers; • loss of key personnel • the ability of our stations to attract quality programming and our magazines to attract good editors, writers and photographers; • uncertainty as to the ability of our stations to increase or sustain audience share for their programs and our magazines to increase or sustain subscriber demand; • competition from other media and the impact of significant competition for advertising revenues from other media; • future regulatory actions and conditions in the operating areas of our Company; • the necessity for additional capital expenditures and whether our programming and other expenses increase at a rate faster than expected; • increasingly hostile reaction of various individuals and groups, including the government, to certain content broadcast on radio and television stations in the United States; • financial community and rating agency perceptions of our business, operations and financial condition and the industry in which we operate; • the effects of terrorist attacks, political instability, war and other significant events; • rapid changes in technology and standards in our industry; • whether pending transactions, if any, are completed on the terms and at the times set forth, if at all; • other risks and uncertainties inherent in the radio and television broadcasting and magazine publishing businesses. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
The settlement resulted in the amendment of Emmis’ Second Amended and Restated Articles of Incorporation to change the terms of the Company’s outstanding convertible preferred stock so that (a) a special anti-dilution formula applied to the Company’s tender offer (completed on June 13, 2005) that reduced the conversion price of the convertible preferred stock proportionately based on the aggregate consideration paid in the tender offer; (b) a new customary anti-dilution adjustment provision would apply to all other tender and exchange offers triggering an adjustment based on the aggregate consideration paid in such tender or exchange offer, the Company’s overall market capitalization and the market value of the Company’s Class A common stock determined over a 10-day trading period ending on the date immediately preceding the first public announcement of Emmis’ intention to effect a tender or exchange offer and (c) the holders of Emmis’ convertible preferred stock were granted the right to require Emmis to redeem their shares on the first anniversary of a going private transaction in which Jeffrey H. Smulyan and his affiliates participate that is not otherwise a change of control under the terms of the convertible preferred stock. |
Emmis Communications Corporation and Subsidiaries Condensed Consolidating Balance Sheet As of February 28, 2006 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Operations For the Year Ended February 28, 2006 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Year Ended February 28, 2006 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Balance Sheet As of February 28, 2005 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Operations For the Year Ended February 28, 2005 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Year Ended February 28, 2005 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Operations For the Year Ended February 29, 2004 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Year Ended February 29, 2004 15. |
WIBC(AM)(Indianapolis) August 1, 2004 Renewal application pending WLHK(FM) (Indianapolis) August 1, 2004 Renewal application pending WNOU(FM) (Indianapolis) August 1, 2004 Renewal application pending WTHI(FM) (Terre Haute) August 1, 2004 Renewal application pending WWVR(FM) (Terre Haute) August 1, 2004 Renewal application pending WYXB(FM) (Indianapolis) August 1, 2004 Renewal application pending WKQX(FM) (Chicago) December 1, 2004 Renewal application pending WRDA(FM) (St. Louis) December 1, 2004 Renewal application pending KFTK(FM) (St. Louis) February 1, 2005 Renewal application pending KPNT(FM) (St. Louis) February 1, 2005 Renewal application pending KSHE(FM) (St. Louis) February 1, 2005 Renewal application pending WKCF(TV) (Orlando) February 1, 2005 Renewal application pending WALA(TV) (Mobile) April 1, 2005 Renewal application pending WBPG(TV) (Mobile) April 1, 2005 Renewal application pending WVUE(TV) (New Orleans) June 1, 2005 Renewal application pending KBPA(FM) (Austin) August 1, 2005 Renewal application pending KDHT(FM) (Austin) August 1, 2005 Renewal application pending KGSR(FM) (Austin) August 1, 2005 Renewal application pending KLBJ(AM) (Austin) August 1, 2005 Renewal application pending KLBJ(FM) (Austin) August 1, 2005 Renewal application pending KROX(FM) (Austin) August 1, 2005 Renewal application pending WTHI(TV) (Terre Haute) August 1, 2005 Renewal application pending KKFR(FM) (Phoenix) October 1, 2005 KPWR(FM) (Los Angeles) December 1, 2005 KZLA(FM) (Los Angeles) December 1, 2005 WLUK(TV) (Green Bay) December 1, 2005 KREZ(TV) (Durango) April 1, 2006 KMTV(TV) (Omaha) June 1, 2006 KSNC(TV) (Great Bend) June 1, 2006 KSNG(TV) (Garden City) June 1, 2006 KSNK(TV) (McCook-Oberlin) June 1, 2006 KSNT(TV) (Topeka) June 1, 2006 KSNW(TV) (Wichita) June 1, 2006 WQCD(FM) (New York) June 1, 2006 WQHT(FM) (New York) June 1, 2006 WRKS(FM) (New York) June 1, 2006 KBIM(TV) (Roswell) October 1, 2006 KGUN(TV) (Tucson) October 1, 2006 KRQE(TV) (Albuquerque) October 1, 2006 KAII(TV) (Maui) February 1, 2007 KGMB(TV) (Honolulu) February 1, 2007 KGMD(TV) (Hawaii) February 1, 2007 KGMV(TV) (Maui) February 1, 2007 KHAW(TV) (Hawaii) February 1, 2007 KHON(TV) (Honolulu) February 1, 2007 KOIN(TV) (Portland) February 1, 2007 WSAZ(TV) (Huntington) October 1, 2012 WLUP(FM) (Chicago) December 1, 2012 KIHT(FM) (St. Louis) February 1, 2013 WFTX(TV) (Fort Myers) February 1, 2013 Under the Communications Act, at the time an application is filed for renewal of a station license, parties in interest, as well as members of the public, may apprise the FCC of the service the station has provided during the preceding license term and urge the denial of the application. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its direct/indirect parent(s); • voting stock interests of at least 5% (or 20%, if the holder is a passive institutional investor, i.e., a mutual fund, insurance company or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33% of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15% of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
Various new media technologies and services are being developed or introduced, including: • satellite-delivered digital audio radio service, which has resulted in the introduction of new subscriber-based satellite radio services with numerous niche formats; • audio programming by cable systems, direct-broadcast satellite systems, personal communications systems, Internet content providers and other digital audio broadcast formats; • MP3 players and other personal audio systems that create new ways for individuals to listen to music and other content of their own choosing; • in-band on-channel digital radio, which provides multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional AM and FM radio services; • low-power FM radio, which could result in additional FM radio broadcast outlets; and • digital video recorders that allow viewers to digitally record and play back television programming, which may decrease viewership of commercials and, as a result, lower our advertising revenues. |
These include, but are not limited to, the following: • material adverse changes in economic conditions in the markets of our Company; • the ability of our stations and magazines to attract and retain advertisers; • loss of key personnel • the ability of our stations to attract quality programming and our magazines to attract good editors, writers and photographers; • uncertainty as to the ability of our stations to increase or sustain audience share for their programs and our magazines to increase or sustain subscriber demand; • competition from other media and the impact of significant competition for advertising revenues from other media; • future regulatory actions and conditions in the operating areas of our Company; • the necessity for additional capital expenditures and whether our programming and other expenses increase at a rate faster than expected; • increasingly hostile reaction of various individuals and groups, including the government, to certain content broadcast on radio and television stations in the United States; • financial community and rating agency perceptions of our business, operations and financial condition and the industry in which we operate; • the effects of terrorist attacks, political instability, war and other significant events; • whether pending transactions, if any, are completed on the terms and at the times set forth, if at all; • other risks and uncertainties inherent in the radio and television broadcasting and magazine publishing businesses. |
Pursuant to the rules and regulations of the Securities and Exchange Commission, internal control over financial reporting is a process designed by, or under the supervision of, Emmis Communications Corporation’s principal executive and principal financial officers and effected by Emmis Communications Corporation’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Emmis Communications Corporation; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of Emmis Communications Corporation are being made only in accordance with authorizations of management and directors of Emmis Communications Corporation; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Emmis Communications Corporation’s assets that could have a material effect on the financial statements. |
Emmis Communications Corporation and Subsidiaries Condensed Consolidating Balance Sheet As of February 28, 2005 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Operations For the Year Ended February 28, 2005 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Year Ended February 28, 2005 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Balance Sheet As of February 29, 2004 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Operations For the Year Ended February 29, 2004 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Year Ended February 29, 2004 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Operations For the Year Ended February 28, 2003 Emmis Communications Corporation and Subsidiaries Condensed Consolidating Statement of Cash Flows For the Year Ended February 28, 2003 15. |
10.2 Emmis Operating Company Profit Sharing Plan, as amended, effective March 1, 1997, incorporated by reference from Exhibit 10.1 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 2003 (the “2003 10-K”).++ 10.3 Emmis Communications Corporation 1994 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the 1994 Registration Statement.++ 10.4 The Emmis Communications Corporation 1995 Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit 10.15 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 1995 (the “1995 10-K”).++ 10.5 The Emmis Communications Corporation 1995 Equity Incentive Plan incorporated by reference from Exhibit 10.16 to the 1995 10-K.++ 10.6 Emmis Communications Corporation 1997 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 1998.++ 10.7 Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 26, 1999.++ 10.8 Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 25, 2001.++ 10.9 Emmis Communications Corporation 2002 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 30, 2002.++ 10.10 Emmis Communications Corporation 2004 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 28, 2004.++ 10.11 Employment Agreement and Change in Control Severance Agreement, dated as of March 1, 2004, by and between Emmis Operating Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended August 31, 2004.++ 10.12 Employment Agreement dated as of March 1, 2002, by and between Emmis Operating Company and Richard Cummings, incorporated by reference from Exhibit 10.21 to the 2003 10-K and Amendment to Employment Agreement dated February 7, 2005, incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K filed February 11, 2005. |
Our licenses currently have the following expiration dates, until renewed: WENS(FM) (Indianapolis) August 1, 2004 WIBC(AM) (Indianapolis) August 1, 2004 WNOU(FM) (Indianapolis) August 1, 2004 WYXB(FM) (Indianapolis) August 1, 2004 WTHI(FM) (Terre Haute) August 1, 2004 WWVR(FM) (Terre Haute) August 1, 2004 WSAZ(TV) (Huntington) October 1, 2004 WKQX(FM) (Chicago) December 1, 2004 WMLL(FM) (St. Louis) December 1, 2004 KSHE(FM) (St. Louis) February 1, 2005 WFTX(TV) (Fort Myers) February 1, 2005 WKCF(TV) (Orlando) February 1, 2005 KFTK(FM) (St. Louis) February 1, 2005 KIHT(FM) (St. Louis) February 1, 2005 KPNT(FM) (St. Louis) February 1, 2005 WALA(TV) (Mobile) April 1, 2005 WBPG(TV) (Mobile) April 1, 2005 WVUE(TV) (New Orleans) June 1, 2005 KLBJ(AM) (Austin) August 1, 2005 KLBJ(FM) (Austin) August 1, 2005 KDHT(FM) (Austin) August 1, 2005 KGSR(FM) (Austin) August 1, 2005 KROX(FM) (Austin) August 1, 2005 KEYI(FM) (Austin) August 1, 2005 WTHI(TV) (Terre Haute) August 1, 2005 KKLT(FM) (Phoenix) October 1, 2005 KKFR(FM) (Phoenix) October 1, 2005 KTAR(AM) (Phoenix) October 1, 2005 KMVP(AM) (Phoenix) October 1, 2005 KPWR(FM) (Los Angeles) December 1, 2005 WLUK(TV) (Green Bay) December 1, 2005 KZLA(FM) (Los Angeles) December 1, 2005 KREZ(TV) (Durango) April 1, 2006 WQHT(FM) (New York) June 1, 2006 WQCD(FM) (New York) June 1, 2006 WRKS(FM) (New York) June 1, 2006 KSNW(TV) (Wichita) June 1, 2006 KMTV(TV) (Omaha) June 1, 2006 KSNT(TV) (Topeka) June 1, 2006 KSNG(TV) (Garden City) June 1, 2006 KSNC(TV) (Great Bend) June 1, 2006 KSNK(TV) (McCook-Oberlin) June 1, 2006 KRQE(TV) (Albuquerque) October 1, 2006 KGUN(TV) (Tucson) October 1, 2006 KBIM(TV) (Roswell) October 1, 2006 KHON(TV) (Honolulu) February 1, 2007 KAII(TV) (Maui) February 1, 2007 KHAW(TV) (Hawaii) February 1, 2007 KOIN(TV) (Portland) February 1, 2007 KGMB(TV) (Honolulu) February 1, 2007 KGMD(TV) (Hawaii) February 1, 2007 KGMV(TV) (Maui) February 1, 2007 Under the Communications Act, at the time an application is filed for renewal of a station license, parties in interest, as well as members of the public, may apprise the FCC of the service the station has provided during the preceding license term and urge the denial of the application. |
The following describes the FCC’s broadcast ownership rules prior to the FCC’s June 2, 2003 decision, and the changes that will occur if the new rules go into effect: LOCAL RADIO OWNERSHIP: Pre-Existing Rule: The local radio ownership rule currently in effect limits the number of radio stations that may be owned by one entity in a given radio market based on the number of commercial radio stations in that market: • if the market has 45 or more commercial radio stations, one entity may own up to eight stations, not more than five of which may be in the same service (AM or FM); • if the market has between 30 and 44 commercial radio stations, one entity may own up to seven stations, not more than four of which may be in the same service; • if the market has between 15 and 29 commercial radio stations, a single entity may own up to six stations, not more than four of which may be in the same service; and • if the market has fourteen or fewer commercial radio stations, one entity may own up to five stations, not more than three of which may be in the same service, except that one entity may not own more than fifty percent of the stations in the market. |
The FCC’s regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: • all officer and director positions in a licensee or its (in)direct parent(s); • voting stock interests of at least five percent (or twenty percent, if the holder is a passive institutional investor, i.e., a mutual fund, , insurance company, or bank); • any equity interest in a limited partnership or limited liability company where the limited partner or member is “materially involved” in the media-related activities of the LP or LLC and has not been “insulated” from such activities pursuant to specific FCC criteria; • equity and/or debt interests which, in the aggregate, exceed 33 percent of the total asset value of a station or other media entity (the “equity/debt plus policy”), if the interest holder supplies more than 15 percent of the station’s total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
These include, but are not limited to, the following: • material adverse changes in economic conditions in the markets of our company; • the ability of our stations and magazines to attract and retain advertisers; • loss of key personnel • the ability of our stations to attract quality programming and our magazines to attract good editors, writers, and photographers; • uncertainty as to the ability of our stations to increase or sustain audience share for their programs and our magazines to increase or sustain subscriber demand; • competition from other media and the impact of significant competition for advertising revenues from other media; • future regulatory actions and conditions in the operating areas of our company; • the necessity for additional capital expenditures and whether our programming and other expenses increase at a rate faster than expected; • financial community and rating agency perceptions of our business, operations and financial condition and the industry in which we operate; • the effects of terrorist attacks, political instability, war and other significant events; • whether pending transactions, if any, are completed on the terms and at the times set forth, if at all; • other risks and uncertainties inherent in the radio and television broadcasting and magazine publishing businesses. |
* 10.2 Emmis Operating Company Profit Sharing Plan, as amended, effective March 1, 1997 incorporated by reference from Exhibit 10.1 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 2003 (the “2003 10-K”).++ 10.3 Emmis Communications Corporation 1994 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the 1994 Registration Statement.++ 10.4 The Emmis Communications Corporation 1995 Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit 10.15 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 1995 (the “1995 10-K”).++ 10.5 The Emmis Communications Corporation 1995 Equity Incentive Plan incorporated by reference from Exhibit 10.16 to the 1995 10-K.++ 10.6 Emmis Communications Corporation 1997 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 1998 (the “1998 10-K”).++ 10.7 Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 26, 1999.++ 10.8 Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference from the Company’s proxy statement dated May 25, 2001.++ 10.9 Emmis Communications Corporation 2002 Equity Compensation Plan, incorporated by reference from the Company’s proxy statement dated May 30, 2002.++ 10.10 Employment Agreement dated as of March 1, 1994, by and between Emmis Broadcasting Corporation and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.13 to Emmis’ Annual Report on Form 10-K for the fiscal year ended February 28, 1994 and amendment to Employment Agreement, effective March 1, 1999, between the Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.2 to Emmis’ Quarterly Report on Form 10-Q for the quarter ended November 30, 1999.++ 10.11 Employment Agreement dated as of March 1, 2002, by and between Emmis Operating Company and Richard Cummings, incorporated by reference from Exhibit 10.21 to the 2003 10-K. ++ 10.12 Employment Agreement dated as of September 9, 2002, by and between Emmis Operating Company and Michael Levitan, incorporated by reference from Exhibit 10.22 to the 2003 10-K. ++ 10.13 Employment Agreement dated as of March 1, 2003, by and between Emmis Operating Company and Gary A. Thoe, incorporated by reference from Exhibit 10.23 to the 2003 10-K. ++ 10.14 Employment Agreement dated as of March 1, 2002, by and between Emmis Operating Company and Walter Z. Berger, incorporated by reference from Exhibit 10.24 to the 2003 10-K. ++ 10.15 Employment Agreement, dated as of March 1, 2003, by and between Emmis Operating Company and Randall D. Bongarten, incorporated by reference from Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended May 31, 2003. |
Our licenses currently have the following expiration dates, until renewed: WENS(FM) (Indianapolis) August 1, 2004 WIBC(AM) (Indianapolis) August 1, 2004 WNOU(FM) (Indianapolis) August 1, 2004 WYXB(FM) (Indianapolis) August 1, 2004 WTHI-FM (Terre Haute) August 1, 2004 WWVR(FM) (Terre Haute) August 1, 2004 WSAZ-TV (Huntington) October 1, 2004 WKQX(FM) (Chicago) December 1, 2004 WMLL(FM) (St. Louis) December 1, 2004 KSHE(FM) (St. Louis) February 1, 2005 WFTX-TV (Fort Myers) February 1, 2005 WKCF(TV) (Orlando) February 1, 2005 KFTK(FM) (St. Louis) February 1, 2005 KIHT(FM) (St. Louis) February 1, 2005 KPNT(FM) (St. Louis) February 1, 2005 WALA-TV (Mobile) April 1, 2005 WBPG(TV) (Mobile) April 1, 2005 WVUE(TV) (New Orleans) June 1, 2005 WTHI-TV (Terre Haute) August 1, 2005 KKLT(FM) (Phoenix) October 1, 2005 KKFR(FM) (Phoenix) October 1, 2005 KTAR(AM) (Phoenix) October 1, 2005 KMVP(AM) (Phoenix) October 1, 2005 KPWR(FM) (Los Angeles) December 1, 2005 WLUK-TV (Green Bay) December 1, 2005 KZLA-FM (Los Angeles) December 1, 2005 KREZ-TV (Durango) April 1, 2006 WQHT(FM) (New York) June 1, 2006 WQCD(FM) (New York) June 1, 2006 WRKS(FM) (New York) June 1, 2006 KSNW(TV) (Wichita) June 1, 2006 KMTV(TV) (Omaha) June 1, 2006 KSNT(TV) (Topeka) June 1, 2006 KSNG(TV) (Garden City) June 1, 2006 KSNC(TV) (Great Bend) June 1, 2006 KSNK(TV) (McCook-Oberlin) June 1, 2006 KRQE(TV) (Albuquerque) October 1, 2006 KGUN(TV) (Tucson) October 1, 2006 KBIM-TV (Roswell) October 1, 2006 KHON-TV (Honolulu) February 1, 2007 KAII-TV (Maui) February 1, 2007 KHAW-TV (Hawaii) February 1, 2007 KOIN(TV) (Portland) February 1, 2007 KGMB(TV) (Honolulu) February 1, 2007 KGMD-TV (Hawaii) February 1, 2007 KGMV(TV) (Maui) February 1, 2007 Emmis also has filed applications with the FCC to acquire controlling interests in six additional radio stations. |
The FCC's regulations generally deem the following relationships and interests to be attributable for purposes of its ownership restrictions: o all officer and director positions in a licensee or its (in)direct parent(s); o voting stock interests of at least five percent (or twenty percent, if the holder is a passive institutional investor, i.e., a mutual fund, , insurance company, or bank); o any equity interest in a limited partnership or limited liability company where the limited partner or member is "materially involved" in the media-related activities of the LP or LLC and has not been "insulated" from such activities pursuant to specific FCC criteria; o equity and/or debt interests which, in the aggregate, exceed 33 percent of the total asset value of a station or other media entity (the "equity/debt plus policy"), if the interest holder supplies more than 15 percent of the station's total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) FEBRUARY 28, 2002 2003 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,362 $ 16,079 Accounts receivable, net of allowance for doubtful accounts of $2,800 and $3,240, respectively 95,240 102,345 Current portion of TV program rights 9,837 11,309 Prepaid expenses 14,847 15,596 Other 13,820 14,352 Assets held for sale 123,416 - ------- ------- Total current assets 263,522 159,681 ------- ------- PROPERTY AND EQUIPMENT: Land and buildings 88,209 93,660 Leasehold improvements 12,341 14,591 Broadcasting equipment 151,496 172,489 Office equipment and automobiles 49,160 54,082 Construction in progress 16,735 7,111 ------ ----- 317,941 341,933 Less-Accumulated depreciation and amortization 86,802 118,503 ------ ------- Total property and equipment, net 231,139 223,430 ------- ------- INTANGIBLE ASSETS: Indefinite lived intangibles 1,743,235 1,508,886 Goodwill 175,132 138,986 Other intangibles 63,677 64,189 ------ ------ 1,982,044 1,712,061 Less-Accumulated amortization 28,713 35,328 ------ ------ Total intangible assets, net 1,953,331 1,676,733 --------- --------- OTHER ASSETS: Deferred debt issuance costs, net of accumulated amortization of $12,227 and $11,482, repectively 37,745 29,260 TV program rights, net of current portion 8,818 10,416 Investments 12,315 9,261 Deposits and other 3,199 7,632 ----- ----- Total other assets, net 62,077 56,569 ------ ------ Total assets $ 2,510,069 $2,116,413 =========== ========== The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED) (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28, 2001 2002 2003 ---- ---- ---- SUPPLEMENTAL DISCLOSURES: Cash paid for- Interest $ 58,362 $ 99,824 $ 77,090 Income taxes 550 1,281 887 ACQUISITION OF LOS ANGELES MAGAZINE: Fair value of assets aquired $ 39,520 Cash paid 36,827 ------ Liabilities recorded $ 2,693 ======= ACQUISITION OF KKFR-FM AND KXPK-FM: Fair value of assets aquired $110,210 Cash paid 109,052 ------ Liabilities recorded $ 1,158 ======= ACQUISITION OF TELEVISION PROPERTIES FROM LEE ENTERPRISES, INC.: Fair value of assets aquired $633,639 Cash paid 582,994 ------- Liabilities recorded $ 50,645 ======== ACQUISITION OF KIHT-FM, KFTK-FM, KPNT-FM WVRV-FM, WIL-FM, AND WRTH-AM: Fair value of assets aquired $230,891 Cash paid 230,891 ------- Liabilities recorded $ - ========= EXCHANGE OF ASSETS FOR KZLA-FM: Fair value of assets aquired $185,000 Basis in assets echanged 163,000 Gain on exchange of assets 22,000 Cash paid - ------- Liabilities recorded $ - ========= ACQUISITION OF KALC-FM: Fair value of assets aquired $100,917 Cash paid 100,917 ------- Liabilities recorded $ - ========= ACQUISITION OF KKLT-FM, KTAR-AM, AND KMVP-AM: Fair value of assets aquired $ 160,746 Cash paid, net of deposit 140,746 Deposit paid in June 2000 20,000 ---- ------ Liabilities recorded $ - ========= The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28, 2001 2002 2003 ---- ---- ---- GROSS REVENUES $ 552,800 $ 620,456 $ 646,157 LESS: AGENCY COMMISSIONS 79,455 80,634 83,794 ------ ------ ------ NET REVENUES 473,345 539,822 562,363 OPERATING EXPENSES: Station operating expenses, excluding noncash compensation 299,132 354,157 349,251 Corporate expenses, excluding noncash compensation 17,601 20,283 21,359 Time brokerage fees 7,344 479 - Depreciation and amortization 74,018 100,258 43,370 Noncash compensation 5,400 9,095 22,528 Restructuring fees 2,057 768 - Impairment loss and other 2,000 10,672 - ------- ------- ------- Total operating expenses 407,552 495,712 436,508 OPERATING INCOME 65,793 44,110 125,855 ------ ------ ------- OTHER INCOME (EXPENSE): Interest expense (72,444) (104,102) (78,058) Gain on sale of assets - - 9,313 Gain (loss) in unconsolidated affiliates (1,360) (5,003) (4,544) Other income, net 39,397 360 524 ------ --- --- Total other income (expense) (34,407) (108,745) (72,765) ------- -------- ------- INCOME (LOSS) BEFORE INCOME TAXES EXTRAORDINARY LOSS AND ACCOUNTING CHANGE 31,386 (64,635) 53,090 PROVISION (BENEFIT) FOR INCOME TAXES 17,650 (17,833) 22,366 ------ ------- ------ INCOME(LOSS) BEFORE EXTRAORDINARY LOSS AND ACCOUTNING CHANGE 13,736 (46,802) 30,724 EXTRAORDINARY LOSS, NET OF TAX OF $664 IN 2002 AND $1,555 IN 2003 - (1,084) (2,889) CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET OF TAX OF $102,600 - - (167,400) -------- --------- ---------- NET INCOME (LOSS) $ 13,736 $ (47,886) $ (139,565) ======== ========= ========== The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) FEBRUARY 28, 2002 2003 ---- ---- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,362 $ 16,079 Accounts receivable, net of allowance for doubtful accounts of $2,800 and $3,240, respectively 95,240 102,345 Current portion of TV program rights 9,837 11,309 Prepaid expenses 14,847 15,596 Other 13,820 14,352 Assets held for sale 123,416 - ------- ------- Total current assets 263,522 159,681 ------- ------- PROPERTY AND EQUIPMENT: Land and buildings 88,209 93,660 Leasehold improvements 12,341 14,591 Broadcasting equipment 151,496 172,489 Office equipment and automobiles 49,160 54,082 Construction in progress 16,735 7,111 ------- ------- 317,941 341,933 Less-Accumulated depreciation and amortization 86,802 118,503 ------- ------- Total property and equipment, net 231,139 223,430 ------- ------- INTANGIBLE ASSETS: Indefinite lived intangibles 1,743,235 1,508,886 Goodwill 175,132 138,986 Other intangibles 63,677 64,189 ------- ------- 1,982,044 1,712,061 Less-Accumulated amortization 28,713 35,328 ------- ------- Total intangible assets, net 1,953,331 1,676,733 --------- --------- OTHER ASSETS: Deferred debt issuance costs, net of accumulated amortization of $11,122 and $9,704, repectively 26,815 21,731 TV program rights, net of current portion 8,818 10,416 Investments 12,315 9,261 Deposits and other 3,199 7,632 --------- --------- Total other assets, net 51,147 49,040 --------- --------- Total assets $ 2,499,139 $2,108,884 =========== ========== The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED) (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28, 2001 2002 2003 ---- ---- ---- SUPPLEMENTAL DISCLOSURES: Cash paid for- Interest $ 58,362 $ 99,824 $ 77,090 Income taxes 550 1,281 887 ACQUISITION OF LOS ANGELES MAGAZINE: Fair value of assets aquired $ 39,520 Cash paid 36,827 ------ Liabilities recorded $ 2,693 ======= ACQUISITION OF KKFR-FM AND KXPK-FM: Fair value of assets aquired $110,210 Cash paid 109,052 ------- Liabilities recorded $ 1,158 ======= ACQUISITION OF TELEVISION PROPERTIES FROM LEE ENTERPRISES, INC.: Fair value of assets aquired $633,639 Cash paid 582,994 ------- Liabilities recorded $ 50,645 ======= ACQUISITION OF KIHT-FM, KFTK-FM, KPNT-FM WVRV-FM, WIL-FM, AND WRTH-AM: Fair value of assets aquired $230,891 Cash paid 230,891 ------- Liabilities recorded $ - ======= EXCHANGE OF ASSETS FOR KZLA-FM: Fair value of assets aquired $185,000 Basis in assets echanged 163,000 Gain on exchange of assets 22,000 Cash paid - ------- Liabilities recorded $ - ======= ACQUISITION OF KALC-FM: Fair value of assets aquired $100,917 Cash paid 100,917 ------- Liabilities recorded $ - ======= ACQUISITION OF KKLT-FM, KTAR-AM, AND KMVP-AM: Fair value of assets aquired $ 160,746 Cash paid, net of deposit 140,746 Deposit paid in June 2000 20,000 ---- ------ Liabilities recorded $ - ======= The accompanying notes to consolidated financial statements are an integral part of these statements. |
INCOME TAXES The provision (benefit) for income taxes for the years ended February 2001, 2002, and 2003, consisted of the following: EMMIS: 2001 2002 2003 ---- ---- ---- Current: Federal $ 1,540 $ - $ - State 300 - - ------ ------- ------ 1,840 - - ------ ------- ------ Deferred: Federal 14,360 (25,189) 12,446 State 1,450 (434) 819 ------ ------- ------ 15,810 (25,623) 13,265 ------ ------- ------ Provision (benefit) for income taxes 17,650 (25,623) 13,265 Tax benefit of extraordinary item - (664) (2,389) Tax benefit of accounting change - - (102,600) ------ ------- ------ Net provision (benefit) for income taxes $ 17,650 $ (26,287) $ (91,724) ======== ========= ========= EOC: 2001 2002 2003 ---- ---- ---- Current: Federal $ 1,540 $ - $ - State 300 - - ------ ------- ------ 1,840 - - ------ ------- ------ Deferred: Federal 14,360 (17,399) 20,773 State 1,450 (434) 1,593 ------ ------- ------ 15,810 (17,833) 22,366 ------ ------- ------ Provision (benefit) for income taxes 17,650 (17,833) 22,366 Tax benefit of extraordinary item - (664) (1,555) Tax benefit of accounting change - - (102,600) ------ ------- ------ Net provision (benefit) for income taxes $ 17,650 $ (18,497) $ (81,789) ======== ========= ========= The provision (benefit) for income taxes for the years ended February 2001, 2002, and 2003, differs from that computed at the Federal statutory corporate tax rate as follows: EMMIS: 2001 2002 2003 ---- ---- ---- Computed income taxes at 35% $ 10,985 $ (31,026) $ 9,560 State income tax 1,138 (282) 819 Nondeductible foreign losses 1,778 1,084 1,061 Nondeductible goodwill 1,537 2,637 - Nondeductible interest - 616 695 Other 2,212 1,348 1,130 ----- ----- ----- Provision (benefit) for income taxes $ 17,650 $ (25,623) $ 13,265 ======== ========= ======== EOC: 2001 2002 2003 ---- ---- ---- Computed income taxes at 35% $ 10,985 $ (22,620) $ 18,582 State income tax 1,138 (282) 1,593 Nondeductible foreign losses 1,778 1,084 1,061 Nondeductible goodwill 1,537 2,637 - Nondeductible interest - - - Other 2,212 1,348 1,130 ----- ----- ----- Provision (benefit) for income taxes $ 17,650 $ (17,833) $ 22,366 ======== ========= ======== The components of deferred tax assets and deferred tax liabilities at February 2002 and 2003 are as follows: EMMIS: 2002 2003 ---- ---- Deferred tax assets: Net operating loss carryforwards $ 44,443 $ 61,929 Compensation relating to stock options 5,601 6,660 Noncash interest expense 8,412 14,250 Impairment loss 3,444 - Other 8,731 6,452 Valuation allowance (2,017) (5,031) ------ ------ Total deferred tax assets 68,614 84,260 ------ ------ Deferred tax liabilities Intangible assets (167,130) (103,700) Other (2,682) (2,905) ------ ------ Total deferred tax liabilities (169,812) (106,605) ------ ------ Net deferred tax liabilities $ (101,198) $ (22,345) ========== ========= EOC: 2002 2003 ---- ---- Deferred tax assets: Net operating loss carryforwards $ 45,065 $ 58,454 Compensation relating to stock options 5,601 6,660 Noncash interest expense - - Impairment loss 3,444 - Other 8,731 6,452 Valuation allowance (2,017) (5,031) ------ ------ Total deferred tax assets 60,824 66,535 ------ ------ Deferred tax liabilities Intangible assets (167,130) (103,700) Other (2,682) (2,905) ------ ------ Total deferred tax liabilities (169,812) (106,605) -------- -------- Net deferred tax liabilities $ (108,988) $ (40,070) ========== ========= A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. |
10.1 Emmis Operating Company Profit Sharing Plan, as amended, effective March 1, 1997.++ * 10.2 Emmis Communications Corporation 1994 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the 1994 Registration Statement.++ 10.3 The Emmis Communications Corporation 1995 Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit 10.15 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1995 (the "1995 10-K").++ 10.4 The Emmis Communications Corporation 1995 Equity Incentive Plan incorporated by reference from Exhibit 10.16 to the 1995 10-K.++ 10.5 Emmis Communications Corporation 1997 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 (the "1998 10-K").++ 10.6 Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference from the Company's proxy statement dated May 26, 1999.++ 10.7 Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference from the Company's proxy statement dated May 25, 2001.++ 10.8 Emmis Communications Corporation 2002 Equity Compensation Plan, incorporated by reference from the Company's proxy statement dated May 30, 2002.++ 10.9 Employment Agreement dated as of March 1, 1994, by and between Emmis Broadcasting Corporation and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.13 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1994 and amendment to Employment Agreement, effective March 1, 1999, between the Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.2 to Emmis' Quarterly Report on Form 10-Q for the quarter ended November 30, 1999.++ 10.10Fourth Amended and Restated Revolving Credit and Term Loan Agreement, and First Amendment to Fourth Amended and Restated Revolving Credit and Term Loan Agreement, incorporated by reference from Exhibits 10.1 and 10.2, respectively, to Emmis' Form 8-K filed on April 12, 2001. |
SIGNATURE TITLE Date: May 9, 2003 /s/ Jeffrey H. Smulyan President, Chairman of the Board and ---------------------- Jeffrey H. Smulyan Director-Principal Executive Officer Date: May 9, 2003 /s/ Walter Z. Berger Executive Vice President, Treasurer, -------------------- Walter Z. Berger Chief Financial Officer and Director -Principal Accounting Officer Date: May 9, 2003 Susan B. Bayh* Director ------------- Susan B. Bayh Date: May 9, 2003 Gary L. Kaseff* Executive Vice President, General -------------- Gary L. Kaseff Counsel and Director Date: May 9, 2003 Richard A. Leventhal* Director -------------------- Richard A. Leventhal Date: May 9, 2003 Peter A. Lund* Director ------------- Peter A. Lund Date: May 9, 2003 Greg A. Nathanson* Director ----------------- Greg A. Nathanson Date: May 9, 2003 Frank V. Sica* Director ------------- Frank V. Sica Date: May 9, 2003 Lawrence B. Sorrel* Director ------------------ Lawrence B. Sorrel *By: /s/ J. Scott Enright J. Scott Enright Attorney-in-Fact CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER I, Jeffrey H. Smulyan, certify that: 1. |
RANKING IN STATION MARKET PRIMARY PRIMARY STATION AND RANK BY DEMOGRAPHIC DEMOGRAPHIC AUDIENCE MARKET REVENUE FORMAT TARGET AGES TARGET SHARE ---------------- ----------- ---------------------- ---------------- ---------------- ------------ Los Angeles, CA 1 KPWR-FM Contemporary Hit/Urban 12-24 1 4.0 KZLA-FM Country 25-54 17t 2.2 New York, NY 2 WQHT-FM Contemporary Hit/Urban 12-24 1 5.7 WQCD-FM Contemporary Jazz 25-54 4 3.4 WRKS-FM Classic Soul/Smooth R&B 25-54 12t 2.7 Chicago, IL 3 WKQX-FM Alternative Rock 18-34 4 2.8 Phoenix, AZ 14 KTAR-AM News/Talk/Sports 35-64 1 6.8 KKFR-FM Contemporary Hit/Urban 18-34 2 4.4 KKLT-FM Soft Adult/Contemporary 25-54 7 3.7 KMVP-AM Sports 25-54 24t 0.4 St. Louis, MO 18 KSHE-FM Album Oriented Rock 25-54 3 4.5 KPNT-FM Alternative Rock 18-34 1 4.1 KIHT-FM 70's Rock 25-54 6 3.3 WMLL-FM 80's Rock 18-34 13 1.8 KFTK-FM Talk 25-54 21 0.8 Indianapolis, IN 31 WIBC-AM News/Talk/Sports 35-64 4 8.9 WYXB-FM Soft Adult/Contemporary 25-54 3t 5.6 WNOU-FM Contemporary Hit 18-34 4 5.5 WENS-FM Adult Contemporary 25-54 8 3.8 Terre Haute, IN 171 WTHI-FM Country 25-54 1 20.5 WWVR-FM Classic Rock 25-54 2 12.1 In addition to our other domestic radio broadcasting operations, we own and operate two radio networks. |
NUMBER OF STATION TELEVISION METROPOLITAN DMA AFFILIATION/ STATIONS STATION AUDIENCE AFFILIATION STATION AREA SERVED RANK CHANNEL IN MARKET RANK SHARE EXPIRATION -------------- ---------------------- ------- --------------- ------------- ---------- ----------- -------------- WKCF-TV Orlando, FL 20 WB/18 6 4t 7 December 31, 2009 KOIN-TV Portland, OR 23 CBS/6 6 2t 12 September 18, 2002(2) WVUE-TV New Orleans, LA 43 Fox/8 7 3 8 March 5, 2006 KRQE-TV Albuquerque, NM 48 CBS/13 7 3 10 September 18, 2002(2) WSAZ-TV Huntington, WV- Charleston, WV 61 NBC/3 4 1 19 October 1, 2002 (2) WALA-TV Mobile, AL- Pensacola, FL 63 Fox/10 5 4 10 September 1, 2005 KSNW-TV Wichita, KS 65 NBC/3 4 2 15 September 1, 2005 WLUK-TV Green Bay, WI 69 Fox/11 6 2t 15 November 1, 2005 KGMB-TV (1) Honolulu, HI 72 CBS/9 5 2 13 September 18, 2002(2) KHON-TV (1) Honolulu, HI 72 Fox/2 5 1 14 August 2, 2006 KGUN-TV Tucson, AZ 73 ABC/9 7 2t 12 February 6, 2005 KMTV-TV Omaha, NE 75 CBS/3 5 2 15 September 18, 2002(2) WFTX-TV Fort Myers, FL 76 Fox/36 4 3t 9 N/A KSNT-TV Topeka, KS 138 NBC/27 4 2 12 September 1, 2005 WTHI-TV Terre Haute, IN 145 CBS/10 3 1 22 December 31, 2005 (1) We are currently operating KGMB-TV under a temporary waiver issued by the FCC. |
Our licenses currently have the following expiration dates, until renewed: WENS-FM (Indianapolis) August 1, 2004 WIBC-AM (Indianapolis) August 1, 2004 WNOU-FM (Indianapolis) August 1, 2004 WYXB-FM (Indianapolis) August 1, 2004 WTHI-FM (Terre Haute) August 1, 2004 WWVR-FM (Terre Haute) August 1, 2004 WSAZ-TV (Huntington) October 1, 2004 WKQX-FM (Chicago) December 1, 2004 WMLL-FM (St. Louis) December 1, 2004 KSHE-FM (St. Louis) February 1, 2005 WFTX-TV (Fort Myers) February 1, 2005 WKCF-TV (Orlando) February 1, 2005 KFTK-FM (St. Louis) February 1, 2005 KIHT-FM (St. Louis) February 1, 2005 KPNT-FM (St. Louis) February 1, 2005 WALA-TV (Mobile) April 1, 2005 WVUE-TV (New Orleans) June 1, 2005 WTHI-TV (Terre Haute) August 1, 2005 KKLT-FM (Phoenix) October 1, 2005 KKFR-FM (Phoenix) October 1, 2005 KTAR-AM (Phoenix) October 1, 2005 KMVP-AM (Phoenix) October 1, 2005 KPWR-FM (Los Angeles) December 1, 2005 WLUK-TV (Green Bay) December 1, 2005 KZLA-FM (Los Angeles) December 1, 2005 KREZ-TV (Durango) April 1, 2006 WQHT-FM (New York) June 1, 2006 WQCD-FM (New York) June 1, 2006 WRKS-FM (New York) June 1, 2006 KSNW-TV (Wichita) June 1, 2006 KMTV-TV (Omaha) June 1, 2006 KSNT-TV (Topeka) June 1, 2006 KSNG-TV (Garden City) June 1, 2006 KSNC-TV (Great Bend) June 1, 2006 KSNK-TV (McCook-Oberlin) June 1, 2006 KRQE-TV (Albuquerque) October 1, 2006 KGUN-TV (Tucson) October 1, 2006 KBIM-TV (Roswell) October 1, 2006 KHON-TV (Honolulu) February 1, 2007 KAII-TV (Maui) February 1, 2007 KHAW-TV (Hawaii) February 1, 2007 KOIN-TV (Portland) February 1, 2007 KGMB-TV (Honolulu) February 1, 2007 KGMD-TV (Hawaii) February 1, 2007 KGMV-TV (Maui) February 1, 2007 Under the Communications Act, at the time an application is filed for renewal for a station license, parties in interest, as well as members of the public, may apprise the FCC of the service the station has provided during the preceding license term and urge the denial of the application. |
The FCC's attribution rules generally deem the following relationships and interests to be attributable for purposes of the FCC's ownership restrictions: o all officers and directors of a licensee and its (in)direct parent(s); o voting stock interests of at least five percent; o stock interests of at least 20 percent, if the holder is a passive institutional investor (i.e., investment companies, insurance companies, banks); o any equity interest in a limited partnership or limited liability company where the limited partner or member is "materially involved" in the media-related activities of the LP or LLC; o equity and/or debt interests which, in the aggregate, exceed 33 percent of the total asset value of a station or other media entity (the "equity/debt plus policy"), if the interest holder supplies more than 15 percent of the station's total weekly programming (usually pursuant to a time brokerage, local marketing or network affiliation agreement) or is a same-market media entity (i.e., broadcast company or newspaper). |
OWNED EXPIRATION YEAR PLACED OR DATE PROPERTY IN SERVICE LEASED OF LEASE -------------------------------------------- ---------------- ---------- ---------- Corporate and Publishing Headquarters/ 1998 Owned -- WENS-FM/ WIBC-AM/WNOU-FM/ WYXB-FM/ Indianapolis Monthly One Emmis Plaza 40 Monument Circle Indianapolis, Indiana WENS-FM Tower 1985 Owned -- WNOU-FM Tower 1979 Owned -- WIBC-AM Tower 1966 Owned -- WYXB-FM Tower 1965 Leased Month-to-month WMLL-FM/KFTK-FM/KIHT-FM/KPNT-FM/KSHE-FM 1998 Leased December 2007 800 St. Louis Union Station St. Louis, Missouri WMLL-FM Tower 1984 Owned -- KFTX-FM Tower 1987 Leased August 2009 with option to March 2023 KIHT-FM Tower 1995 Leased September 2005 with two 5-year options KPNT-FM Tower 1987 Owned -- KSHE-FM Tower 1985 Leased April 2009 KPWR-FM 1988 Leased February 2003 2600 West Olive Burbank, California KPWR-FM Tower 1993 Leased October 2002 (1) WQHT-FM/WRKS-FM/WQCD-FM 1996 Leased January 2013 395 Hudson Street, 7th Floor New York, New York WQHT-FM Tower 1984 Leased January 2010 WRKS-FM Tower 1984 Leased November 2005 WQCD-FM Tower 1984 Leased February 2007 WKQX-FM 2000 Leased December 2015 with 5 year option 230 Merchandise Mart Plaza Chicago, Illinois WKQX-FM Tower 1975 Leased September 2009 Atlanta Magazine Office 1997 Leased July 2003 1330 Peachtree Street, N.E. |
SELECTED FINANCIAL DATA Emmis Communications Corporation FINANCIAL HIGHLIGHTS YEAR ENDED FEBRUARY 28 (29), ----------------------------------------------------------------------------------- (Dollars in thousands, except share data) 1998 1999 2000 2001 2002 ------------- ------------- ------------- ------------- ------------- OPERATING DATA: Net revenues $ 140,583 $ 232,836 $ 325,265 $ 470,618 $ 533,780 Operating expenses 81,170 143,348 199,818 296,405 348,115 Corporate expenses 7,845 11,904 15,430 17,601 20,283 Time brokerage fees 5,667 2,220 - 7,344 479 Depreciation and amortization 7,536 28,314 44,161 74,018 100,258 Non-cash compensation 1,482 4,269 7,357 5,400 9,095 Restructuring fees - - - 2,057 768 Impairment loss and other (1) - - 896 2,000 10,672 Operating income 36,883 42,781 57,603 65,793 44,110 Interest expense 13,772 35,650 51,986 72,444 129,100 Loss on donation of radio station 4,833 - 956 - - Other income (loss), net (2) 6 1,914 4,203 38,037 (3,657) Income (loss) before income taxes and extraordinary item 18,284 9,045 8,864 31,386 (88,647) Income (loss) before extraordinary item 11,084 2,845 1,989 13,736 (63,024) Net income (loss) 11,084 1,248 (33) 13,736 (64,108) Net income (loss) available to common shareholders 11,084 1,248 (3,177) 4,752 (73,092) Net income (loss) per share available to common shareholders: Basic $ 0.51 $ 0.04 $ (0.09) $ $0.10 $ (1.54) Diluted $ 0.49 $ 0.04 $ (0.09) $ $0.10 $ (1.54) Weight average common shares Outstanding (3): Basic 21,806 28,906 36,156 46,869 47,334 Diluted 22,724 29,696 36,156 47,940 47,334 FEBRUARY 28 (29), ----------------------------------------------------------------------------------- (Dollars in thousands) 1998 1999 2000 2001 2002 ------------- ------------- ------------- ------------- ------------- BALANCE SHEET DATA: Cash $ 5,785 $ 6,117 $ 17,370 $ 59,899 $ 6,362 Working capital (4) 21,635 1,249 28,274 97,885 19,828 Net intangible assets 234,558 802,307 1,033,970 1,852,259 1,953,331 Total assets 333,388 1,014,831 1,327,306 2,506,872 2,510,069 Long-term credit facility, senior subordinated debt and senior discount notes (5) 215,000 577,000 300,000 1,380,000 1,343,507 Shareholders' equity 43,910 235,549 776,367 807,471 735,557 YEAR ENDED FEBRUARY 28 (29), ----------------------------------------------------------------------------------- (Dollars in thousands) 1998 1999 2000 2001 2002 ------------- ------------- ------------- ------------- ------------- OTHER DATA: Broadcast/publishing cash flow (6) $ 59,413 $ 89,488 $ 125,447 $ 174,213 $ 185,665 EBITDA before certain charges (6) 51,568 77,584 110,017 156,612 165,382 Cash flows from (used in): Operating activities 22,487 35,121 26,360 97,730 69,377 Investing activities (116,693) (541,470) (271,946) (1,110,755) (175,105) Financing activities 98,800 506,681 256,839 1,055,554 52,191 Capital expenditures 16,991 37,383 29,316 26,225 28,416 (1) Year ended February 28, 2002 includes a $9.1 million asset impairment charge and a $1.6 million charge related to the early termination of certain TV contracts. |
Emmis Operating Company FINANCIAL HIGHLIGHTS YEAR ENDED FEBRUARY 28 (29), ----------------------------------------------------------------------------------- (Dollars in thousands, except share data) 1998 1999 2000 2001 2002 ------------- ------------- ------------- ------------- ------------- OPERATING DATA: Net revenues $ 140,583 $ 232,836 $ 325,265 $ 470,618 $ 533,780 Operating expenses 81,170 143,348 199,818 296,405 348,115 Corporate expenses 7,845 11,904 15,430 17,601 20,283 Time brokerage fees 5,667 2,220 - 7,344 479 Depreciation and amortization 7,536 28,314 44,161 74,018 100,258 Non-cash compensation 1,482 4,269 7,357 5,400 9,095 Restructuring fees - - - 2,057 768 Impairment loss and other (1) - - 896 2,000 10,672 Operating income 36,883 42,781 57,603 65,793 44,110 Interest expense 13,772 35,650 51,986 72,444 (104,102) Loss on donation of radio station 4,833 - 956 - - Other income (loss), net (2) 6 1,914 4,203 38,037 (4,643) Income (loss) before income taxes and extraordinary item 18,284 9,045 8,864 31,386 (64,635) Income (loss) before extraordinary item 11,084 2,845 1,989 13,736 (46,802) Net income (loss) 11,084 1,248 (33) 13,736 (47,886) FEBRUARY 28 (29), ----------------------------------------------------------------------------------- (Dollars in thousands) 1998 1999 2000 2001 2002 ------------- ------------- ------------- ------------- ------------- BALANCE SHEET DATA: Cash $ 5,785 $ 6,117 $ 17,370 $ 59,899 $ 6,362 Working capital (3) 21,635 1,249 28,274 97,885 20,951 Net intangible assets 234,558 802,307 1,033,970 1,852,259 1,953,331 Total assets 333,388 1,014,831 1,327,306 2,506,872 2,499,139 Long-term credit facility and senior subordinated debt (4) 215,000 577,000 300,000 1,380,000 1,117,000 Shareholders' equity 43,910 235,549 776,367 807,471 944,467 YEAR ENDED FEBRUARY 28 (29), ----------------------------------------------------------------------------------- (Dollars in thousands) 1998 1999 2000 2001 2002 ------------- ------------- ------------- ------------- ------------- OTHER DATA: Broadcast/publishing cash flow (5) $ 59,413 $ 89,488 $ 125,447 $ 174,213 $ 185,665 EBITDA before certain charges (5) 51,568 77,584 110,017 156,612 165,382 Cash flows from (used in): Operating activities 22,487 35,121 23,471 86,871 67,393 Investing activities (116,693) (541,470) (271,946) (1,110,755) (175,105) Financing activities 98,800 506,681 259,728 1,066,413 54,175 Capital expenditures 16,991 37,383 29,316 26,225 28,416 (1) Year ended February 28, 2002 includes a $9.1 million asset impairment charge and a $1.6 million charge related to the early termination of certain TV contracts. |
SUMMARY DISCLOSURES ABOUT CONTRACTUAL CASH OBLIGATIONS The following table reflects a summary of our contractual cash obligations as of February 28, 2002: PAYMENTS DUE BY PERIOD (AMOUNTS IN THOUSANDS) Less Than 1 to 3 4 to 5 After 5 Contractual Cash Obligations: Total 1 Year Years Years Years ----------------------------- -------------- ------------- ------------- ------------- ------------- Long-term debt (1) $ 1,622,000 $ - $ 93,583 $ 160,491 $ 1,367,926 Operating leases 50,037 7,959 12,148 9,641 20,289 TV program rights payable (2) 68,058 27,507 23,310 11,055 6,186 Future TV program rights payable (2) 31,999 5,240 19,831 5,290 1,638 Radio broadcast agreements 5,098 2,281 2,017 480 320 Employment agreements 45,554 23,829 17,628 1,581 2,516 -------------- ------------- ------------- ------------- ------------- Total Contractual Cash Obligations $ 1,822,746 $ 66,816 $ 168,517 $ 188,538 $ 1,398,875 ============== ============= ============= ============= ============= (1) ECC's senior discount notes accrete to a face value of $370.0 million in March 2006 and become due in March 2011. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) FOR THE YEARS ENDED FEBRUARY 28 (29), ------------------------------------------------------------------ 2000 2001 2002 ------------------ ------------------ ------------------ GROSS REVENUES $ 380,995 $ 550,073 $ 614,414 LESS AGENCY COMMISSIONS 55,730 79,455 80,634 ------------------ ------------------ ------------------ NET REVENUES 325,265 470,618 533,780 Operating expenses 199,818 296,405 348,115 Corporate expenses 15,430 17,601 20,283 Time brokerage fees - 7,344 479 Depreciation and amortization 44,161 74,018 100,258 Non-cash compensation 7,357 5,400 9,095 Restructuring fees 896 2,057 768 Impairment loss and other - 2,000 10,672 ------------------ ------------------ ------------------ OPERATING INCOME 57,603 65,793 44,110 ------------------ ------------------ ------------------ OTHER INCOME (EXPENSE): Interest expense (51,986) (72,444) (129,100) Loss on donation of radio station (956) - - Gain (loss) in unconsolidated affiliates - (1,360) (5,003) Other income, net 4,203 39,397 1,346 ------------------ ------------------ ------------------ Total other income (expense) (48,739) (34,407) (132,757) ------------------ ------------------ ------------------ INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 8,864 31,386 (88,647) PROVISION (BENEFIT) FOR INCOME TAXES 6,875 17,650 (25,623) ------------------ ------------------ ------------------ INCOME (LOSS) BEFORE EXTRAORDINARY LOSS 1,989 13,736 (63,024) EXTRAORDINARY LOSS, NET OF TAX 2,022 - 1,084 ------------------ ------------------ ------------------ NET INCOME (LOSS) (33) 13,736 (64,108) PREFERRED STOCK DIVIDENDS 3,144 8,984 8,984 ------------------ ------------------ ------------------ NET INCOME (LOSS) AVAILABLE TO COMMON SHAREHOLDERS $ (3,177) $ 4,752 $ (73,092) ================== ================== ================= BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE: Before extraordinary item $ (0.03) $ 0.10 $ (1.52) Extraordinary item, net of tax (0.06) - (0.02) ------------------ ------------------ ----------------- Net income (loss) available to common shareholders $ (0.09) $ 0.10 $ (1.54) ================= =================== ================= The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) FEBRUARY 28, -------------------------------------- 2001 2002 ---------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 59,899 $ 6,362 Accounts receivable, net of allowance for doubtful accounts of $2,202 and $2,800, respectively 97,281 95,240 Current portion of TV program rights 12,028 9,837 Income tax refunds receivable 13,970 - Prepaid expenses 17,005 14,847 Other 14,832 13,820 Assets held for sale 134,983 123,416 ---------------- ---------------- Total current assets 349,998 263,522 ---------------- ---------------- PROPERTY AND EQUIPMENT: Land and buildings 84,983 88,209 Leasehold improvements 12,299 12,341 Broadcasting equipment 136,312 151,496 Office equipment and automobiles 44,553 49,160 Construction in progress 10,560 16,735 ---------------- ---------------- 288,707 317,941 Less- Accumulated depreciation and amortization 56,874 86,802 ---------------- ---------------- Total property and equipment, net 231,833 231,139 ---------------- ---------------- INTANGIBLE ASSETS: Broadcast licenses 1,736,398 1,891,741 Excess of cost over fair value of net assets of purchased businesses 204,462 204,429 Other intangibles 33,591 41,135 ---------------- ---------------- 1,974,451 2,137,305 Less- Accumulated amortization 122,192 183,974 ---------------- ---------------- Total intangible assets, net 1,852,259 1,953,331 ---------------- ---------------- OTHER ASSETS: Deferred debt issuance costs, net of accumulated amortization of $5,729 and $12,227, respectively 29,448 37,745 TV program rights, net of current portion 6,509 8,818 Investments 11,287 12,315 Deposits and other 25,538 3,199 ---------------- ---------------- Total other assets, net 72,782 62,077 ---------------- ---------------- Total assets $ 2,506,872 $ 2,510,069 ================ ================ The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) FEBRUARY 28, -------------------------------------- 2001 2002 ---------------- ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 34,206 $ 38,995 Current maturities of other long-term debt 4,187 7,933 Current portion of TV program rights payable 28,192 27,507 Accrued salaries and commissions 10,342 7,852 Accrued interest 17,038 14,068 Deferred revenue 17,397 16,392 Other 5,768 7,531 Credit facility debt to be repaid with proceeds of assets held for sale - 135,000 Liabilities associated with assets held for sale 21 63 ---------------- ---------------- Total current liabilities 117,151 255,341 CREDIT FACILITY AND SENIOR SUBORDINATED DEBT 1,380,000 1,117,000 SENIOR DISCOUNT NOTES - 226,507 OTHER LONG-TERM DEBT, NET OF CURRENT PORTION 13,684 6,949 TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION 47,567 40,551 OTHER NONCURRENT LIABILITIES 5,531 26,966 DEFERRED INCOME TAXES 135,468 101,198 ---------------- ---------------- Total liabilities 1,699,401 1,774,512 ---------------- ---------------- COMMITMENTS AND CONTINGENCIES (NOTE 9) 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 in 2001 and 2002 29 29 Class A common stock, $.01 par value; authorized 170,000,000 shares; issued and outstanding 41,900,315 shares and 42,761,299 shares in 2001 and 2002, respectively 419 428 Class B common stock, $.01 par value; authorized 30,000,000 shares; issued and outstanding 5,230,396 shares and 5,250,127 shares in 2001 and 2002, respectively 52 53 Additional paid-in capital 830,299 843,254 Accumulated deficit (22,730) (95,822) Accumulated other comprehensive income (598) (12,385) ---------------- ---------------- Total shareholders' equity 807,471 735,557 ---------------- ---------------- Total liabilities and shareholders' equity $ 2,506,872 $ 2,510,069 ================ ================ The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE YEARS ENDED FEBRUARY 28, 2002 (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Class A Class B Series A Common Stock Common Stock Preferred Stock -------------------------- -------------------------- --------------------------- Shares Shares Shares Outstanding Amount Outstanding Amount Outstanding Amount --------------- ------ ----------- --------- ----------- ------- BALANCE, FEBRUARY 28, 1999 26,380,414 $ 264 5,164,530 $ 52 - $ - Issuance of Class A Common stock in exchange for Class B common stock 505,668 5 (505,668) (5) - - Exercise of stock options and related income tax benefits 886,496 9 79,720 - - - Issuance of Class A common stock to profit sharing plan 34,246 - - - - - Issuance of Class A common stock to employees and officers and related income tax benefits 41,987 - - - - - Sale of Class A common stock, net of costs incurred of $14,430 13,384,000 134 - - - - Sale of Series A cumulative convertible preferred stock, net of costs incurred of $5,341 - - - - 2,875,000 29 Preferred stock dividends paid - - - - - - Comprehensive Income: Net income (loss) - - - - - - Cumulative translation adjustment - - - - - - Total comprehensive income - - - - - - --------------- ------ --------------- ------- ---------------- ------- BALANCE, FEBRUARY 29, 2000 41,232,811 412 4,738,582 47 2,875,000 29 --------------- ------ --------------- ------- ---------------- ------- Issuance of Class A Common stock in exchange for Class B common stock 17,875 - (17,875) - - - Exercise of stock options and related income tax benefits 482,991 5 509,689 5 - - Issuance of Class A common stock to profit sharing plan 47,281 1 - - - - Issuance of Class A common stock to employees and officers and related income tax benefits 82,688 1 - - - - Sale of Class A common stock to employees through ESPP 36,669 - - - - - Preferred stock dividends paid - - - - - - Comprehensive Income: Net income (loss) - - - - - - Cumulative translation adjustment - - - - - - Total comprehensive income - - - - - - --------------- ------ --------------- ------- ---------------- ------- BALANCE, FEBRUARY 28, 2001 41,900,315 419 5,230,396 52 2,875,000 29 --------------- ------ --------------- ------- ---------------- ------- Issuance of Class A Common stock in exchange for Class B common stock - - - - - - Exercise of stock options and related income tax benefits 314,258 3 - - - - Issuance of Class A common stock to profit sharing plan - - - - - - Issuance of Class A common stock to employees and officers and related income tax benefits 520,579 6 19,731 1 - - Sale of Class A common stock to employees through ESPP 26,147 - - - - - Preferred stock dividends paid - - - - - - Comprehensive Income: Net income (loss) - - - - - - Cumulative translation adjustment - - - - - - Net unrealized loss on hedged derivatives - - - - - - Total comprehensive income - - - - - - --------------- ------ --------------- ------- ---------------- ------- BALANCE, FEBRUARY 28, 2002 42,761,299 $ 428 5,250,127 $ 53 2,875,000 $ 29 =============== ====== =============== ======= ================ ======= The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - (CONTINUED) FOR THE THREE YEARS ENDED FEBRUARY 28, 2002 (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Accumulated Additional Other Total Paid-in Accumulated Comprehensive Shareholders' Capital Deficit Income Equity ---------------- --------------- --------------- ---------------- BALANCE, FEBRUARY 28, 1999 $ 260,186 $ (24,305) $ (648) $ 235,549 Issuance of Class A Common stock in exchange for Class B common stock - - - - Exercise of stock options and related income tax benefits 16,761 - - 16,770 Issuance of Class A common stock to profit sharing plan 1,250 - - 1,250 Issuance of Class A common stock to employees and officers and related income tax benefits 4,807 - - 4,807 Sale of Class A common stock, net of costs incurred of $14,430 383,436 - - 383,570 Sale of Series A cumulative convertible preferred stock, net of costs incurred of $5,341 138,380 - - 138,409 Preferred stock dividends paid - (3,144) - (3,144) Comprehensive Income: Net income (loss) - (33) - - Cumulative translation adjustment - - (811) - Total comprehensive income - - - (844) ---------------- --------------- --------------- ---------------- BALANCE, FEBRUARY 29, 2000 804,820 (27,482) (1,459) 776,367 ---------------- --------------- --------------- ---------------- Issuance of Class A Common stock in exchange for Class B common stock - - - - Exercise of stock options and related income tax benefits 18,707 - - 18,717 Issuance of Class A common stock to profit sharing plan 1,250 - - 1,251 Issuance of Class A common stock to employees and officers and related income tax benefits 4,586 - - 4,587 Sale of Class A common stock to employees through ESPP 936 - - 936 Preferred stock dividends paid - (8,984) - (8,984) Comprehensive Income: Net income (loss) - 13,736 - Cumulative translation adjustment - - 861 Total comprehensive income - - - 14,597 ---------------- --------------- --------------- ---------------- BALANCE, FEBRUARY 28, 2001 $ 830,299 $ (22,730) $ (598) $ 807,471 ================ =============== =============== ================ Issuance of Class A Common stock in exchange for Class B common stock - - - - Exercise of stock options and related income tax benefits 3,610 - - 3,613 Issuance of Class A common stock to profit sharing plan - - - - Issuance of Class A common stock to employees and officers and related income tax benefits 8,770 - - 8,777 Sale of Class A common stock to employees through ESPP 575 - - 575 Preferred stock dividends paid - (8,984) - (8,984) Comprehensive Income: Net income (loss) - (64,108) - Cumulative translation adjustment - - (6,303) Net unrealized loss on hedged derivatives - - (5,484) Total comprehensive income - - - (75,895) ---------------- --------------- --------------- ---------------- BALANCE, FEBRUARY 28, 2002 $ 843,254 $ (95,822) $ (12,385) $ 735,557 ================ =============== ================ ================ The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28 (29), ------------------------------------- 2000 2001 2002 --------------- --------------- --------------- OPERATING ACTIVITIES: Net income (loss) $ (33) $ 13,736 $ (64,108) Adjustments to reconcile net income (loss) to net cash provided by operating activities - Extraordinary item 2,022 - 1,084 Depreciation and amortization 53,818 94,454 124,335 Accretion of interest on senior discount notes, including amortization of related debt costs - - 24,998 Provision for bad debts 2,550 3,713 4,005 Provision (benefit) for deferred income taxes 6,670 15,810 (25,623) Non-cash compensation 7,357 5,400 9,095 Loss on donation of radio station 956 - - Gain on exchange of assets - (22,000) - Impairment of asset - - 9,063 Tax benefits of exercise of stock options 2,889 10,859 999 Other (783) 1,464 (5,928) Changes in assets and liabilities - Accounts receivable (13,319) (9,316) (2,118) Prepaid expenses and other current assets (14,546) (24,627) 5,127 Other assets (2,507) 12,099 (5,953) Accounts payable and accrued liabilities 10,165 15,341 (2,709) Deferred revenue 4,332 569 (963) Other liabilities (33,211) (19,772) (1,927) -------------- --------------- --------------- Net cash provided by operating activities 26,360 97,730 69,377 --------------- --------------- --------------- INVESTING ACTIVITIES: Purchases of property and equipment (29,316) (26,225) (28,416) Cash paid for acquisitions (231,130) (1,060,681) (140,746) Deposits on acquisitions and other (11,500) (23,849) (5,943) --------------- --------------- --------------- Net cash used in investing activities (271,946) (1,110,755) (175,105) --------------- --------------- --------------- FINANCING ACTIVITIES: Payments on long-term debt (426,668) (1,051,549) (133,000) Proceeds from long-term debt 149,668 2,128,388 5,000 Proceeds from the issuance of the Company's Class A common stock, net of transaction costs 383,570 - - Proceeds from the issuance the Company's Series A cumulative convertible preferred stock, net of transaction costs 138,409 - - Proceeds from senior discount notes offering - - 202,612 Proceeds from exercise of stock options and employee stock purchases 13,881 8,794 3,189 Payments for debt related costs - (21,095) (16,626) Preferred stock dividends (2,021) (8,984) (8,984) -------------- --------------- --------------- Net cash provided by financing activities 256,839 1,055,554 52,191 --------------- --------------- --------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,253 42,529 (53,537) CASH AND CASH EQUIVALENTS: Beginning of period 6,117 17,370 59,899 --------------- --------------- --------------- End of period $ 17,370 $ 59,899 $ 6,362 =============== =============== =============== The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED) (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28 (29), ------------------------------------- 2000 2001 2002 ---------------- --------------- --------------- SUPPLEMENTAL DISCLOSURES: Cash paid for- Interest $ 41,735 $ 58,362 $ 99,824 Income taxes 9,589 550 1,281 Non- cash investing and financing transactions- Preferred stock dividends accrued 1,123 - - ACQUISITION OF COUNTRY SAMPLER: Fair value of assets acquired $ 25,608 Cash paid 18,954 --------------- Liabilities recorded $ 6,654 =============== ACQUISITION OF WKCF-TV: Fair value of assets acquired $ 246,445 Cash paid 197,105 --------------- Liabilities recorded $ 49,340 =============== ACQUISITION OF VOTIONIS, S.A: Fair value of assets acquired $ 18,936 Cash paid 13,302 --------------- Liabilities recorded $ 5,634 =============== ACQUISITION OF LOS ANGELES MAGAZINE: Fair value of assets acquired $ 39,520 Cash paid 36,827 --------------- Liabilities recorded $ 2,693 =============== ACQUISITION OF KKFR-FM AND KXPK-FM: Fair value of assets acquired $ 110,210 Cash paid 109,052 --------------- Liabilities recorded $ 1,158 =============== ACQUISITION OF TELEVISION PROPERTIES FROM LEE ENTERPRISES, INC: Fair value of assets acquired $ 633,639 Cash paid 582,994 --------------- Liabilities recorded $ 50,645 =============== ACQUISITION OF KIHT-FM, KFTK-FM, KPNT-FM, WVRV-FM, WIL-FM AND WRTH-AM: Fair value of assets acquired $ 230,891 Cash paid 230,891 --------------- Liabilities recorded $ - =============== The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28 (29), ------------------------------------------------------------------ 2000 2001 2002 ------------------ ------------------ ------------------ GROSS REVENUES $ 380,995 $ 550,073 $ 614,414 LESS AGENCY COMMISSIONS 55,730 79,455 80,634 ------------------ ------------------ ------------------ NET REVENUES 325,265 470,618 533,780 Operating expenses 199,818 296,405 348,115 Corporate expenses 15,430 17,601 20,283 Time brokerage fees - 7,344 479 Depreciation and amortization 44,161 74,018 100,258 Non-cash compensation 7,357 5,400 9,095 Restructuring fees 896 2,057 768 Impairment loss and other - 2,000 10,672 ------------------ ------------------ ------------------ OPERATING INCOME 57,603 65,793 44,110 ------------------ ------------------ ------------------ OTHER INCOME (EXPENSE): Interest expense (51,986) (72,444) (104,102) Loss on donation of radio station (956) - - Gain (loss) in unconsolidated affiliates - (1,360) (5,003) Other income, net 4,203 39,397 360 ------------------ ------------------ ------------------ Total other income (expense) (48,739) (34,407) (108,745) ------------------ ------------------ ------------------ INCOME (LOSS) BEFORE INCOME TAXES AND EXTRAORDINARY ITEM 8,864 31,386 (64,635) PROVISION (BENEFIT) FOR INCOME TAXES 6,875 17,650 (17,833) ------------------ ------------------ ------------------ INCOME (LOSS) BEFORE EXTRAORDINARY LOSS 1,989 13,736 (46,802) EXTRAORDINARY LOSS, NET OF TAX 2,022 - 1,084 ------------------ ------------------ ------------------ NET INCOME (LOSS) $ (33) $ 13,736 $ (47,886) ================= ================= ================= The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (DOLLARS IN THOUSANDS) FEBRUARY 28, -------------------------------------- 2001 2002 ---------------- ---------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 59,899 $ 6,362 Accounts receivable, net of allowance for doubtful accounts of $2,202 and $2,800, respectively 97,281 95,240 Current portion of TV program rights 12,028 9,837 Income tax refunds receivable 13,970 - Prepaid expenses 17,005 14,847 Other 14,832 13,820 Current assets held for sale 134,983 123,416 ---------------- ---------------- Total current assets 349,998 263,522 ---------------- ---------------- PROPERTY AND EQUIPMENT: Land and buildings 84,983 88,209 Leasehold improvements 12,299 12,341 Broadcasting equipment 136,312 151,496 Office equipment and automobiles 44,553 49,160 Construction in progress 10,560 16,735 ---------------- ---------------- 288,707 317,941 Less- Accumulated depreciation and amortization 56,874 86,802 ---------------- ---------------- Total property and equipment, net 231,833 231,139 ---------------- ---------------- INTANGIBLE ASSETS: Broadcast licenses 1,736,398 1,891,741 Excess of cost over fair value of net assets of purchased businesses 204,462 204,429 Other intangibles 33,591 41,135 ---------------- ---------------- 1,974,451 2,137,305 Less- Accumulated amortization 122,192 183,974 ---------------- ---------------- Total intangible assets, net 1,852,259 1,953,331 ---------------- ---------------- OTHER ASSETS: Deferred debt issuance costs, net of accumulated amortization of $5,729 and $11,122, respectively 29,448 26,815 TV program rights, net of current portion 6,509 8,818 Investments 11,287 12,315 Deposits and other 25,538 3,199 ---------------- ---------------- Total other assets, net 72,782 51,147 ---------------- ---------------- Total assets $ 2,506,872 $ 2,499,139 ================ ================ The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS - (CONTINUED) (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) FEBRUARY 28, -------------------------------------- 2001 2002 ---------------- ---------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 34,206 $ 38,995 Current maturities of other long-term debt 4,187 7,933 Current portion of TV program rights payable 28,192 27,507 Accrued salaries and commissions 10,342 7,852 Accrued interest 17,038 14,068 Deferred revenue 17,397 16,392 Other 5,768 6,408 Credit facility debt to be repaid with proceeds of assets held for sale - 135,000 Current liabilities held for sale 21 63 ---------------- ---------------- Total current liabilities 117,151 254,218 CREDIT FACILITY AND SENIOR SUBORDINATED DEBT 1,380,000 1,117,000 OTHER LONG-TERM DEBT, NET OF CURRENT PORTION 13,684 6,949 TV PROGRAM RIGHTS PAYABLE, NET OF CURRENT PORTION 47,567 40,551 OTHER NONCURRENT LIABILITIES 5,531 26,966 DEFERRED INCOME TAXES 135,468 108,988 ---------------- ---------------- Total liabilities 1,699,401 1,554,672 ---------------- ---------------- COMMITMENTS AND CONTINGENCIES (NOTE 9) SHAREHOLDERS' EQUITY: Common stock, no par value; authorized, issued and outstanding 1,000 shares at February 28, 2001 and 2002 830,799 1,027,221 Additional paid-in capital - 8,108 Accumulated deficit (22,730) (78,477) Accumulated other comprehensive income (598) (12,385) ---------------- ---------------- Total shareholders' equity 807,471 944,467 ---------------- ---------------- Total liabilities and shareholders' equity $ 2,506,872 $ 2,499,139 ================ ================ The accompanying notes to consolidated financial statements are an integral part of these balance sheets. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE-YEARS ENDED FEBRUARY 28, 2002 (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) Common Stock ------------------------- Accumulated Additional Other Total Shares Paid-in Accumulated Comprehensive Shareholders' Outstanding Amount Capital Deficit Income Equity -------------- ---------- -------- ------------ -------------- ------------- BALANCE, FEBRUARY 28, 1999 1,000 $ 260,502 $ - $ (24,305) $ (648) $ 235,549 Distributions to parent - - - (3,144) - (3,144) Contributions from parent - 544,806 - - - 544,806 Comprehensive Income: Net income (loss) - - - (33) - Cumulative translation adjustment - - - - (811) Total comprehensive income - - - - - (844) ------------- ---------- -------- ------------ --------------- ------------- BALANCE, FEBRUARY 29, 2000 1,000 805,308 - (27,482) (1,459) 776,367 ------------- ---------- -------- ------------ --------------- ------------- Distributions to parent - - - (8,984) - (8,984) Contributions from parent - 25,491 - - - 25,491 Comprehensive Income: Net income (loss) - - - 13,736 - Cumulative translation adjustment - - - - 861 Total comprehensive income - - - - - 14,597 ------------- ---------- -------- ------------ --------------- ------------- BALANCE, FEBRUARY 28, 2001 1,000 830,799 - (22,730) (598) $ 807,471 ============= ========== ======== ============ =============== ============= Accrued dividend at reorganization - - - 1,123 - 1,123 Distributions to parent - - (8,984) - (8,984) Contributions from parent - 196,422 8,108 - - 204,530 Comprehensive Income: Net income (loss) - - - (47,886) - Cumulative translation adjustment - - - - (6,303) Net unrealized loss on hedged derivatives - - - - (5,484) Total comprehensive income - - - - - (59,673) ------------- ---------- -------- ------------ --------------- -------------- BALANCE, FEBRUARY 28, 2002 1,000 $1,027,221 $ 8,108 $ (78,477) $ (12,385) $ 944,467 ============= ========== ======== ============ =============== ============= The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28 (29), ------------------------------------- 2000 2001 2002 --------------- --------------- --------------- OPERATING ACTIVITIES: Net income (loss) $ (33) $ 13,736 $ (47,886) Adjustments to reconcile net income (loss) to net cash provided by operating activities - Extraordinary item 2,022 - 1,084 Depreciation and amortization 53,818 94,454 124,335 Provision for bad debts 2,550 3,713 4,005 Provision (benefit) for deferred income taxes 6,670 15,810 (17,833) Non-cash compensation 7,357 5,400 9,095 Loss on donation of radio station 956 - - Gain on exchange of assets - (22,000) - Impairment of asset - - 9,063 Other (783) 1,464 (5,928) Changes in assets and liabilities - Accounts receivable (13,319) (9,316) (2,118) Prepaid expenses and other current assets (14,546) (24,627) 5,127 Other assets (2,507) 12,099 (5,952) Accounts payable and accrued liabilities 10,165 15,341 (2,709) Deferred revenue 4,332 569 (963) Other liabilities (33,211) (19,772) (1,927) -------------- --------------- --------------- Net cash provided by operating activities 23,471 86,871 67,393 --------------- --------------- --------------- INVESTING ACTIVITIES: Purchases of property and equipment (29,316) (26,225) (28,416) Cash paid for acquisitions (231,130) (1,060,681) (140,746) Deposits on acquisitions and other (11,500) (23,849) (5,943) --------------- --------------- --------------- Net cash used in investing activities (271,946) (1,110,755) (175,105) --------------- --------------- --------------- FINANCING ACTIVITIES: Payments on long-term debt (426,668) (1,051,549) (133,000) Proceeds from long-term debt 149,668 2,128,388 5,000 Distributions to parent (2,021) (8,984) (8,984) Contributions from parent 538,749 19,653 195,753 Payments for debt related costs - (21,095) (4,594) --------------- --------------- --------------- Net cash provided by financing activities 259,728 1,066,413 54,175 --------------- --------------- --------------- INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,253 42,529 (53,537) CASH AND CASH EQUIVALENTS: Beginning of period 6,117 17,370 59,899 --------------- --------------- --------------- End of period $ 17,370 $ 59,899 $ 6,362 =============== =============== =============== The accompanying notes to consolidated financial statements are an integral part of these statements. |
EMMIS OPERATING COMPANY AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - (CONTINUED) (DOLLARS IN THOUSANDS) FOR THE YEARS ENDED FEBRUARY 28 (29), ------------------------------------- 2000 2001 2002 ---------------- --------------- --------------- SUPPLEMENTAL DISCLOSURES: Cash paid for- Interest $ 41,735 $ 58,362 $ 99,824 Income taxes 9,589 550 1,281 Non- cash investing and financing transactions- Preferred stock dividends accrued 1,123 - - ACQUISITION OF COUNTRY SAMPLER: Fair value of assets acquired $ 25,608 Cash paid 18,954 --------------- Liabilities recorded $ 6,654 =============== ACQUISITION OF WKCF-TV: Fair value of assets acquired $ 246,445 Cash paid 197,105 --------------- Liabilities recorded $ 49,340 =============== ACQUISITION OF VOTIONIS, S.A: Fair value of assets acquired $ 18,936 Cash paid 13,302 --------------- Liabilities recorded $ 5,634 =============== ACQUISITION OF LOS ANGELES MAGAZINE: Fair value of assets acquired $ 39,520 Cash paid 36,827 --------------- Liabilities recorded $ 2,693 =============== ACQUISITION OF KKFR-FM AND KXPK-FM: Fair value of assets acquired $ 110,210 Cash paid 109,052 --------------- Liabilities recorded $ 1,158 =============== ACQUISITION OF TELEVISION PROPERTIES FROM LEE ENTERPRISES, INC: Fair value of assets acquired $ 633,639 Cash paid 582,994 --------------- Liabilities recorded $ 50,645 =============== ACQUISITION OF KIHT-FM, KFTK-FM, KPNT-FM, WVRV-FM, WIL-FM AND WRTH-AM: Fair value of assets acquired $ 230,891 Cash paid 230,891 --------------- Liabilities recorded $ - =============== The accompanying notes to consolidated financial statements are an integral part of these statements. |
4. CREDIT FACILITY, SENIOR SUBORDINATED NOTES AND SENIOR DISCOUNT NOTES The credit facility, senior subordinated notes and senior discount notes were comprised of the following at February 28, 2001 and 2002: 2001 2002 --------------- --------------- Credit Facility Revolver $ - $ - Term Note A 480,000 398,453 Term Note B 600,000 553,547 8 1/8% Senior Subordinated Notes Due 2009 300,000 300,000 --------------- --------------- 1,380,000 1,252,000 Less: Credit facility debt to be repaid with proceeds of assets held for sale - 135,000 --------------- --------------- EOC 1,380,000 1,117,000 12 1/2% Senior Discount Notes Due 2011 - 226,507 --------------- --------------- Emmis $ 1,380,000 $ 1,343,507 =============== =============== CREDIT FACILITY On December 29, 2000 ECC entered into an amended and restated credit facility for $1.4 billion (consisting of a $320.0 million revolver, a $480.0 million term note A and a $600.0 million term note B), which included a provision allowing ECC to increase the commitment by $500.0 million under circumstances described in the credit facility. |
A summary of the status of options and restricted stock at February 2000, 2001 and 2002 and the related activity for the year, including the adoption of the 2001 Equity Incentive Plan, is as follows: 2000 2001 2002 ---------------------------- --------------------------- ------------------------- Number of Weighted Number of Weighted Number of Weighted Options/ Average Options/ Average Options/ Average Restricted Exercise Restricted Exercise Restricted Exercise Stock Price Stock Price Stock Price ----------- ----------- ----------- ----------- ----------- ----------- Outstanding at Beginning of Year 3,485,386 14.63 4,559,168 18.07 4,144,793 23.14 Granted 2,012,000 23.39 814,629 34.66 1,089,369 29.01 Exercised (922,298) 16.20 (1,092,688) 9.78 (250,420) 17.56 Lapsing of restrictions on stock awards - - (101,805) - (190,162) - Expired and other (15,920) 18.57 (34,511) 20.32 (40,067) 23.68 Outstanding at End of Year 4,559,168 18.07 4,144,793 23.14 4,753,513 25.39 Exercisable at End of Year 2,537,168 13.92 2,008,680 19.26 2,464,827 21.10 Total Available for Grant 2,530,325 1,792,400 3,257,944 During the years ended February 2000, 2001 and 2002, all options were granted with an exercise price equal to fair market value of the stock on the date of grant. |
The following information relates to options outstanding and exercisable at February 28, 2002: Options Outstanding Options Exercisable ------------------------------------------------------------------ ---------------------------- Weighted Weighted Weighted Range of Average Average Average Exercise Number of Exercise Remaining Number of Exercise Prices Options Price Contract Life Options Price ---------------- -------------- -------------- -------------- -------------- ----------- $3.80-$7.60 19,600 $ 6.90 1.0 years 19,600 $ 6.90 7.60-11.40 208,760 7.78 1.0 years 208,760 7.78 11.40-15.20 26,564 14.44 1.6 years 26,564 14.44 15.20-19.00 511,930 16.56 1.3 years 511,930 16.56 19.00-22.80 1,055,751 21.35 2.3 years 1,055,084 21.35 22.80-26.60 177,328 24.63 2.9 years 177,328 24.63 26.60-30.40 2,076,722 28.60 8.2 years 240,000 28.02 30.40-34.20 - - - years - - 34.20-38.00 676,858 35.40 8.0 years 255,561 35.38 In addition to the benefit plans noted above, Emmis has the following employee benefit plans: h. Profit Sharing Plan In December 1986, Emmis adopted a profit sharing plan that covers all nonunion employees with six months of service. |
INCOME TAXES The provision (benefit) for income taxes for the years ended February 2000, 2001 and 2002, consisted of the following: EMMIS: 2000 2001 2002 ----------- ----------- ----------- Current: Federal $ 105 $ 1,540 $ - State 100 300 - ----------- ----------- ----------- 205 1,840 - ----------- ----------- ----------- Deferred: Federal 6,010 14,360 (25,189) State 660 1,450 (434) ----------- ----------- ----------- 6,670 15,810 (25,623) ----------- ----------- ----------- Provision (benefit) for income taxes 6,875 17,650 (25,623) Tax benefit of extraordinary item 1,250 - 664 ----------- ----------- ----------- Net provision (benefit) for income taxes $ 5,625 $ 17,650 $ (26,287) =========== =========== =========== EOC: 2000 2001 2002 ----------- ----------- ----------- Current: Federal $ 105 $ 1,540 $ - State 100 300 - ----------- ----------- ----------- 205 1,840 - ----------- ----------- ----------- Deferred: Federal 6,010 14,360 (17,399) State 660 1,450 (434) ----------- ----------- ----------- 6,670 15,810 (17,833) ----------- ----------- ----------- Provision (benefit) for income taxes 6,875 17,650 (17,833) Tax benefit of extraordinary item 1,250 - 664 ----------- ----------- ----------- Net provision (benefit) for income taxes $ 5,625 $ 17,650 $ (18,497) =========== =========== =========== The provision (benefit) for income taxes for the years ended February 2000, 2001 and 2002, differs from that computed at the Federal statutory corporate tax rate as follows: EMMIS: 2000 2001 2002 ----------- ----------- ----------- Computed income taxes at 35% $ 3,102 $ 10,985 $ (31,026) State income tax 494 1,138 (282) Nondeductible foreign losses 893 1,778 1,084 Nondeductible goodwill 1,394 1,537 2,637 Nondeductible interest - - 616 Other 992 2,212 1,348 ----------- ----------- ----------- Provision (benefit) for income taxes $ 6,875 $ 17,650 $ (25,623) =========== =========== =========== EOC: 2000 2001 2002 ----------- ----------- ----------- Computed income taxes at 35% $ 3,102 $ 10,985 $ (22,620) State income tax 494 1,138 (282) Nondeductible foreign losses 893 1,778 1,084 Nondeductible goodwill 1,394 1,537 2,637 Nondeductible interest - - - Other 992 2,212 1,348 ----------- ----------- ----------- Provision (benefit) for income taxes $ 6,875 $ 17,650 $ (17,833) =========== =========== =========== The components of deferred tax assets and deferred tax liabilities at February 2001 and 2002 are as follows: EMMIS: 2001 2002 ------------- ------------- Deferred tax assets: Net operating loss carryforwards $ 2,183 $ 44,443 Compensation relating to stock options 3,373 5,601 Non-cash interest expense - 8,412 Impairment loss - 3,444 Other 5,257 8,731 Valuation allowance (1,506) (2,017) ------------- -------------- Total deferred tax assets 9,307 $ 68,614 ------------- -------------- Deferred tax liabilities Intangible assets (136,526) (167,130) Other (8,249) (2,682) ------------- -------------- Total deferred tax liabilities (144,775) (169,812) ------------- -------------- Net deferred tax liability $ (135,468) $ (101,198) ============= ============== EOC: 2001 2002 ------------- ------------- Deferred tax assets: Net operating loss carryforwards $ 2,183 $ 45,065 Compensation relating to stock options 3,373 5,601 Non-cash interest expense - - Impairment loss - 3,444 Other 5,257 8,731 Valuation allowance (1,506) (2,017) ------------- -------------- Total deferred tax assets 9,307 60,824 ------------- -------------- Deferred tax liabilities Intangible assets (136,526) (167,130) Other (8,249) (2,682) ------------- -------------- Total deferred tax liabilities (144,775) (169,812) ------------- -------------- Net deferred tax liability $ (135,468) $ (108,988) ============= ============== A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. |
YEAR ENDED FEBRUARY 28, 2002 Radio Television Publishing Interactive Corporate Consolidated ------------- ------------- ------------- ------------- ------------- ------------- Net revenues $ 256,619 $ 205,460 $ 70,880 $ 821 $ - $ 533,780 Operating expenses 142,872 139,256 64,437 1,550 - 348,115 ------------- ------------- ------------- ------------- ------------- ------------- Broadcast/publishing cash flow 113,747 66,204 6,443 (729) - 185,665 Corporate expenses - - - - 20,283 20,283 Depreciation and amortization 33,507 53,513 8,477 9 4,752 100,258 Time brokerage fees 479 - - - - 479 Non-cash compensation - - - - 9,095 9,095 Impairment loss and other 9,063 1,609 - - - 10,672 Restructuring fees - - - - 768 768 ------------- ------------- ------------- ------------- ------------- ------------- Operating income (loss) $ 70,698 $ 11,082 $ (2,034) $ (738) $ (34,898) $ 44,110 ============= ============= ============= ============= ============= ============= Total assets $ 1,037,598 $ 1,288,428 $ 88,913 $ 248 $ 94,882 $ 2,510,069 ============= ============= ============= ============= ============= ============= With respect to EOC, the above information would be identical, except corporate total assets would be $83,952 and consolidated total assets would be $2,499,139. |
YEAR ENDED FEBRUARY 28, 2001 Radio Television Publishing Interactive Corporate Consolidated ------------- ------------- ------------- ------------- ------------- ------------- Net revenues $ 239,590 $ 156,835 $ 74,088 $ 105 $ - $ 470,618 Operating expenses 132,918 97,327 65,538 622 - 296,405 ------------- ------------- ------------- ------------- ------------- ------------- Broadcast/publishing cash flow 106,672 59,508 8,550 (517) - 174,213 Corporate expenses - - - - 17,601 17,601 Depreciation and amortization 21,470 33,574 14,941 5 4,028 74,018 Time brokerage fees 7,344 - - - - 7,344 Non-cash compensation - - - - 5,400 5,400 Impairment loss and other 2,000 - - - - 2,000 Restructuring fees - - - - 2,057 2,057 ------------- ------------- ------------- ------------- ------------- ------------- Operating income (loss) $ 75,858 $ 25,934 $ (6,391) $ (522) $ (29,086) $ 65,793 ============= ============= ============= ============= ============= ============= Total assets $ 920,002 $ 1,312,270 $ 96,550 $ 26 $ 178,024 $ 2,506,872 ============= ============= ============= ============= ============= ============= YEAR ENDED FEBRUARY 29, 2000 Radio Television Publishing Interactive Corporate Consolidated ------------- ------------- ------------- ------------- ------------- ------------ Net revenues $ 189,000 $ 82,160 $ 54,105 $ - $ - $ 325,265 Operating expenses 100,184 53,178 46,456 - - 199,818 ------------- ------------- ------------- ------------- ------------- ------------- Broadcast/publishing cash flow 88,816 28,982 7,649 - - 125,447 Corporate expenses - - - - 15,430 15,430 Depreciation and amortization 16,694 17,138 6,934 - 3,395 44,161 Time brokerage fees - - - - - - Non-cash compensation - - - - 7,357 7,357 Impairment loss and other - - - - - - Restructuring fees 896 - - - - 896 ------------- ------------- ------------- ------------- ------------- ------------- Operating income (loss) $ 71,226 $ 11,844 $ 715 $ - $ (26,182) $ 57,603 ============= ============= ============= ============= ============ ============= Total assets $ 474,403 $ 701,672 $ 68,927 $ - $ 82,304 $ 1,327,306 ============= ============= ============= ============= ============= ============= 12. |
Emmis Operating Company Condensed Consolidating Balance Sheet As of February 28, 2002 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 Current portion of TV program rights - 9,837 - - 9,837 Income tax refunds receivable - - - - - Prepaid expenses 612 14,049 186 - 14,847 Other 271 13,475 74 - 13,820 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 proceeds of 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 Credit facility and senior subordinated debt 1,117,000 - - - 1,117,000 TV program rights payable, net of current portion - 40,551 - - 40,551 Other long-term debt, net of current portion 41 366 9,172 (2,630) 6,949 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 Shareholders' 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 shareholders' equity 944,467 2,277,559 (3,238) (2,274,321) 944,467 ------------- ------------ ----------- -------------- ------------- Total liabilities and shareholders' 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 Year Ended February 28, 2002 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated -------------------------------------------------------------------- Net revenues $ 1,695 $ 515,387 $ 16,698 $ - $ 533,780 Operating expenses 1,204 332,311 14,600 - 348,115 Corporate expenses 20,283 - - - 20,283 Depreciation and amortization 4,752 91,979 3,527 - 100,258 Non-cash compensation 6,821 2,274 - - 9,095 Time brokerage agreement fees - 479 - - 479 Impairment loss and other - 10,672 - - 10,672 Restructuring fees 768 - - - 768 ------------- ----------- ----------- ------------ ------------ Operating income (loss) (32,133) 77,672 (1,429) - 44,110 ------------- ----------- ----------- ------------ ------------ Other income (expense) Interest income (expense) (102,109) (285) (2,324) 616 (104,102) Income (loss) from unconsolidated affiliates (4,232) (771) - - (5,003) Other income (expense), net 1,403 (466) (756) 179 360 ------------- ----------- ----------- ------------ ------------ Total other income (expense) (104,938) (1,522) (3,080) 795 (108,745) ------------- ----------- ----------- ------------ ------------ Income (loss) before income taxes (137,071) 76,150 (4,509) 795 (64,635) Provision (benefit) for income taxes (46,770) 28,937 - - (17,833) ------------- ----------- ----------- ------------ ------------ Income (loss) before extraordinary loss (90,301) 47,213 (4,509) 795 (46,802) Extraordinary loss, net of tax 1,084 - - - 1,084 Equity in earnings (loss) of subsidiaries 43,499 - - (43,499) - ------------- ----------- ----------- ------------ ------------ Net income (loss) $ (47,886) $ 47,213 $ (4,509) $ (42,704) $ (47,886) ============= =========== =========== =========== ============ Emmis Operating Company Condensed Consolidating Statement of Cash Flows For the Year Ended February 28, 2002 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated ---------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (47,886) $ 47,213 $ (4,509) $ (42,704) $ (47,886) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - Extraordinary item 1,084 - - - 1,084 Depreciation and amortization 10,226 110,582 3,527 - 124,335 Provision for bad debts - 4,005 - - 4,005 Provision (benefit) for deferred income taxes (17,833) - - - (17,833) Non-cash compensation 6,821 2,274 - - 9,095 Equity in earnings of subsidiaries (43,499) - - 43,499 - Impairment of asset - 9,063 - - 9,063 Other 795 375 (6,303) (795) (5,928) Changes in assets and liabilities - Accounts receivable - (3,649) 1,531 - (2,118) Prepaid expenses and other current assets 3,082 1,202 843 - 5,127 Other assets 2,057 (9,364) 1,355 - (5,952) Accounts payable and accrued liabilities 5,035 (6,965) (779) - (2,709) Deferred revenue - (963) - - (963) Other liabilities 24,482 (15,553) (10,856) - (1,927) ------------- ----------- ----------- ------------ ------------ Net cash provided by (used in) operating activities (55,636) 138,220 (15,191) - 67,393 ------------- ----------- ----------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (2,252) (27,299) 1,135 - (28,416) Cash paid for acquisitions - (140,746) - - (140,746) Deposits on acquisitions and other (5,943) - - - (5,943) ------------- ----------- ----------- ------------ ------------ Net cash provided by (used in) investing activities (8,195) (168,045) 1,135 - (175,105) ------------- ----------- ----------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt (133,000) - - - (133,000) Proceeds from long-term debt 5,000 - - - 5,000 Intercompany 141,250 30,777 14,742 - 186,769 Debt related costs (4,594) - - - (4,594) ------------- ----------- ----------- ------------ ------------ Net cash provided by financing activities 8,656 30,777 14,742 - 54,175 ------------- ----------- ----------- ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (55,175) 952 686 - (53,537) CASH AND CASH EQUIVALENTS: Beginning of period 55,175 4,018 706 - 59,899 ------------- ----------- ----------- ------------ ------------ End of period $ - $ 4,970 $ 1,392 $ - $ 6,362 ============= =========== =========== ============ ============ Emmis Operating Company Condensed Consolidating Balance Sheet As of February 28, 2001 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated ------------------------------------------------------------------------ CURRENT ASSETS: Cash and cash equivalents $ 55,175 $ 4,018 $ 706 $ - $ 59,899 Accounts receivable, net - 91,754 5,527 - 97,281 Current portion of TV program rights - 12,028 - - 12,028 Income tax refunds receivable 13,970 - - - 13,970 Prepaid expenses 2,032 14,646 327 - 17,005 Other 1,932 12,124 776 - 14,832 Assets held for sale - 134,983 - - 134,983 ------------- ------------ ----------- -------------- ------------- Total current assets 73,109 269,553 7,336 - 349,998 Property and equipment, net 38,151 189,350 4,332 - 231,833 Intangible assets, net - 1,830,503 21,756 - 1,852,259 Investment in affiliates 2,169,004 - - (2,169,004) - Other assets, net 68,113 9,706 1,882 (6,919) 72,782 ------------- ------------ ----------- -------------- ------------- Total assets $ 2,348,377 $ 2,299,112 $ 35,306 $ (2,175,923) $ 2,506,872 ============= ============ ========== ============= ============ CURRENT LIABILITIES: Accounts payable $ 6,908 $ 22,499 $ 4,799 $ - $ 34,206 Current maturities of other long-term debt 34 18 4,135 - 4,187 Current portion of TV program rights payable - 28,192 - - 28,192 Accrued salaries and commissions 1,410 8,482 450 - 10,342 Accrued interest 16,236 - 802 - 17,038 Deferred revenue - 17,397 - - 17,397 Other 813 4,955 - - 5,768 Liabilities associated with assets held for sale - 21 - - 21 ------------ ------------ ---------- -------------- ------------- Total current liabilities 25,401 81,564 10,186 - 117,151 Credit facility and senior subordinated debt 1,380,000 - - - 1,380,000 TV program rights payable, net of current portion - 47,567 - - 47,567 Other long-term debt, net of current portion 37 598 19,968 (6,919) 13,684 Other noncurrent liabilities - 4,884 647 - 5,531 Deferred income taxes 135,468 - - - 135,468 ------------- ------------ ----------- -------------- ------------- Total liabilities 1,540,906 134,613 30,801 (6,919) 1,699,401 Shareholders' equity Common stock 830,799 - - - 830,799 Additional paid-in capital - - 4,393 (4,393) - Subsidiary investment - 1,818,050 17,581 (1,835,631) - Retained earnings / (accumulated deficit) (22,730) 346,449 (16,871) (329,578) (22,730) Accumulated other comprehensive loss (598) - (598) 598 (598) ------------- ------------ ----------- -------------- ------------- Total shareholders' equity 807,471 2,164,499 4,505 (2,169,004) 807,471 ------------- ------------ ----------- -------------- ------------- Total liabilities and shareholders' equity $ 2,348,377 $ 2,299,112 $ 35,306 $ (2,175,923) $ 2,506,872 ============= ============ =========== ============= ============= Emmis Operating Company Condensed Consolidating Statement of Operations For the Year Ended February 28, 2001 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated -------------------------------------------------------------------- Net revenues $ 1,876 $ 454,164 $ 14,578 $ - $ 470,618 Operating expenses 1,692 281,409 13,304 - 296,405 Corporate expenses 17,601 - - - 17,601 Depreciation and amortization 4,028 66,527 3,463 - 74,018 Non-cash compensation 4,050 1,350 - - 5,400 Time brokerage agreement fees - 7,344 - - 7,344 Corporate restructuring fees and other 2,057 2,000 - - 4,057 ------------- ----------- ----------- ------------ ------------ Operating income (loss) (27,552) 95,534 (2,189) - 65,793 ------------- ----------- ----------- ------------ ------------ Other income (expense) Interest income (expense) (69,608) (297) (3,221) 682 (72,444) Other income (expense), net 11,972 26,977 (354) (558) 38,037 ------------- ----------- ----------- ------------ ------------ Total other income (expense) (57,636) 26,680 (3,575) 124 (34,407) ------------- ----------- ----------- ------------ ------------ Income (loss) before income taxes (85,188) 122,214 (5,764) 124 31,386 Provision (benefit) for income taxes (28,201) 45,851 - - 17,650 ------------- ----------- ----------- ------------ ------------ (56,987) 76,363 (5,764) 124 13,736 Equity in earnings (loss) of subsidiaries 70,723 - - (70,723) - ------------- ----------- ----------- ------------ ------------ Net income (loss) $ 13,736 $ 76,363 $ (5,764) $ (70,599) $ 13,736 ============= =========== =========== ============ ============ Emmis Operating Company Condensed Consolidating Statement of Cash Flows For the Year Ended February 28, 2001 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated -------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 13,736 $ 76,363 $ (5,764) $ (70,599) $ 13,736 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - Depreciation and amortization 9,758 81,233 3,463 - 94,454 Provision for bad debts - 3,713 - - 3,713 Provision for deferred income taxes 15,810 - - - 15,810 Non-cash compensation 4,050 1,350 - - 5,400 Equity in earnings of subsidiaries (70,723) - - 70,723 - Gain on exchange of assets - (22,000) - - (22,000) Other 379 348 861 (124) 1,464 Changes in assets and liabilities - Accounts receivable - (7,114) (2,202) - (9,316) Prepaid expenses and other current assets (12,716) (11,527) (384) - (24,627) Other assets 10,435 1,216 448 - 12,099 Accounts payable and accrued liabilities 9,070 5,493 778 - 15,341 Deferred revenue - 569 - - 569 Other liabilities (220) (23,096) 3,544 - (19,772) ----------- ----------- ----------- ------------ ------------ Net cash provided by (used in) operating activities (20,421) 106,548 744 - 86,871 ----------- ----------- ----------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (3,683) (22,323) (219) - (26,225) Cash paid for acquisitions - (1,060,681) - - (1,060,681) Deposits on acquisitions and other (23,849) - - - (23,849) ----------- ----------- ----------- ------------ ------------ Net cash used in investing activities (27,532) (1,083,004) (219) - (1,110,755) ----------- ----------- ----------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt (1,048,388) - (3,161) - (1,051,549) Proceeds from long-term debt 2,128,388 - - - 2,128,388 Intercompany (956,225) 977,910 (11,016) - 10,669 Debt related costs (21,095) - - - (21,095) ----------- ----------- ----------- ------------ ------------ Net cash provided by financing activities 102,680 977,910 (14,177) - 1,066,413 ----------- ----------- ----------- ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 54,727 1,454 (13,652) - 42,529 CASH AND CASH EQUIVALENTS: Beginning of period 448 2,564 14,358 - 17,370 ----------- ----------- ----------- ------------ ------------ End of period $ 55,175 $ 4,018 $ 706 $ - $ 59,899 =========== =========== =========== ============ ============ Emmis Operating Company Condensed Consolidating Statement of Operations For the Year Ended February 29, 2000 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated -------------------------------------------------------------------- Net revenues $ 1,810 $ 314,644 $ 8,811 $ - $ 325,265 Operating expenses 1,252 191,666 6,900 - 199,818 Corporate expenses 15,430 - - - 15,430 Depreciation and amortization 3,395 37,733 3,033 - 44,161 Non-cash compensation 5,518 1,839 - - 7,357 Time brokerage agreement fees - - - - - Programming restructuring cost - 896 - - 896 Operating income (loss) (23,785) 82,510 (1,122) - 57,603 ------------- ----------- ----------- ------------ ------------ Other income (expense) Interest income (expense) (49,257) (107) (3,363) 741 (51,986) Loss on donation of station - (956) - - (956) Other income (expense), net 3,428 13 (502) 1,264 4,203 ------------- ----------- ----------- ------------ ------------ Total other income (expense) (45,829) (1,050) (3,865) 2,005 (48,739) ------------- ----------- ----------- ------------ ------------ Income (loss) before income taxes (69,614) 81,460 (4,987) 2,005 8,864 Provision (benefit) for income taxes (22,689) 29,564 - - 6,875 ------------- ----------- ----------- ------------ ------------ (46,925) 51,896 (4,987) 2,005 1,989 Extraordinary item, net of tax (2,022) - - - (2,022) Equity in earnings (loss) of subsidiaries 48,914 - - (48,914) - ------------- ----------- ----------- ------------ ------------ Net income (loss) $ (33) $ 51,896 $ (4,987) $ (46,909) $ (33) ============= =========== =========== ============ ============ Emmis Operating Company Condensed Consolidating Statement of Cash Flows For the Year Ended February 29, 2000 Eliminations Parent Subsidiary and Company Subsidiary Non- Consolidating Only Guarantors Guarantors Entries Consolidated --------------------------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (33) $ 51,896 $ (4,987) $ (46,909) $ (33) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities - Extraordinary item 2,022 - - - 2,022 Depreciation and amortization 5,805 44,980 3,033 - 53,818 Provision for bad debts - 2,550 - - 2,550 Provision for deferred income taxes 6,670 - - - 6,670 Non-cash compensation 5,518 1,839 - - 7,357 Equity in earnings of subsidiaries (48,914) - - 48,914 - Gain on exchange of assets - - - - - Loss on donation of radio station - 956 - - 956 Other 2,033 - (811) (2,005) (783) Changes in assets and liabilities - Accounts receivable - (13,029) (290) - (13,319) Prepaid expenses and other current assets (1,258) (13,101) (187) - (14,546) Other assets (8,393) 7,382 (1,496) - (2,507) Accounts payable and accrued liabilities (391) 9,255 1,301 - 10,165 Deferred revenue - 4,332 - - 4,332 Other liabilities (13,278) (19,933) - - (33,211) ----------- ----------- ----------- ------------ ------------ Net cash provided by (used in) operating activities (50,219) 77,127 (3,437) - 23,471 ----------- ----------- ----------- ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (8,124) (21,170) (22) - (29,316) Cash paid for acquisitions - (217,828) (13,302) - (231,130) Deposits on acquisitions and other (5,000) (6,500) - - (11,500) ----------- ----------- ----------- ------------ ------------ Net cash used in investing activities (13,124) (245,498) (13,324) - (271,946) ----------- ----------- ----------- ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long-term debt (426,668) - - - (426,668) Proceeds from long-term debt 149,668 - - - 149,668 Intercompany 338,505 167,789 30,434 - 536,728 Debt related costs - - - - - ----------- ----------- ----------- ------------ ------------ Net cash provided by financing activities 61,505 167,789 30,434 - 259,728 ----------- ----------- ----------- ------------ ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,838) (582) 13,673 - 11,253 CASH AND CASH EQUIVALENTS: Beginning of period 2,286 3,146 685 - 6,117 ----------- ----------- ----------- ------------ ------------ End of period $ 448 $ 2,564 $ 14,358 $ - $ 17,370 =========== =========== =========== ============ ============ 14. |
QUARTERLY FINANCIAL DATA (UNAUDITED) EMMIS Quarter Ended --------------------------------------------------------- Full May 31 Aug. 31 Nov. 30 Feb. 28 Year ----------- ----------- ----------- ----------- ----------- Year ended February 28, 2001 Net revenues $ 100,519 $ 109,069 $ 143,606 $ 117,424 $ 470,618 Operating income (loss) 18,603 25,223 26,164 (4,197) 65,793 Net income (loss) before extraordinary item 5,911 16,638 11,566 (20,379) 13,736 Net income (loss) available to common shareholders 3,665 14,392 9,320 (22,625) 4,752 Basic earnings per common share: Before extraordinary item $ 0.08 $ 0.31 $ 0.20 $ (0.48) $ 0.10 Net income (loss) available to common shareholders $ 0.08 $ 0.31 $ 0.20 $ (0.48) $ 0.10 Diluted earnings per common share: Before extraordinary item $ 0.08 $ 0.30 $ 0.20 $ (0.48) $ 0.10 Net income (loss) available to common shareholders $ 0.08 $ 0.30 $ 0.20 $ (0.48) $ 0.10 Year ended February 28, 2002 Net revenues $ 137,335 $ 142,447 $ 137,119 $ 116,879 $ 533,780 Operating income (loss) 15,399 25,691 16,824 (13,804) 44,110 Net income (loss) before extraordinary item (13,477) (6,070) (11,698) (31,779) (63,024) Net income (loss) available to common shareholders (15,723) (9,400) (13,944) (34,025) (73,092) Basic earnings per common share: Before extraordinary item $ (0.33) $ (0.18) $ (0.29) $ (0.72) $ (1.52) Net income (loss) available to common shareholders $ (0.33) $ (0.20) $ (0.29) $ (0.72) $ (1.54) Diluted earnings per common share: Before extraordinary item $ (0.33) $ (0.18) $ (0.29) $ (0.72) $ (1.52) Net income (loss) available to common shareholders $ (0.33) $ (0.20) $ (0.29) $ (0.72) $ (1.54) EOC Quarter Ended --------------------------------------------------------- Full May 31 Aug. 31 Nov. 30 Feb. 28 Year ----------- ----------- ----------- ----------- ----------- Year ended February 28, 2001 Net revenues $ 100,519 $ 109,069 $ 143,606 $ 117,424 $ 470,618 Operating income (loss) 18,603 25,223 26,164 (4,197) 65,793 Net income (loss) 5,911 16,638 11,566 (20,379) 13,736 Year ended February 28, 2002 Net revenues $ 137,335 $ 142,447 $ 137,119 $ 116,879 $ 533,780 Operating income (loss) 15,399 25,691 16,824 (13,804) 44,110 Net income (loss) before extraordinary item (10,862) (2,079) (7,268) (26,593) (46,802) Net income (loss) (10,862) (3,163) (7,268) (26,593) (47,886) REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of Emmis Communications Corporation and Subsidiaries: We have audited the accompanying consolidated balance sheets of EMMIS COMMUNICATIONS CORPORATION (an Indiana corporation) and Subsidiaries as of February 28, 2002 and 2001, and the related consolidated statements of operations, changes in shareholders' equity and cash flows for each of the three years in the period ended February 28, 2002. |
10.1 Emmis Communications Corporation Profit Sharing Plan, incorporated by reference from Exhibit 10.4 to the 1994 Registration Statement.++ 10.2 Emmis Communications Corporation 1994 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to the 1994 Registration Statement.++ 10.3 The Emmis Communications Corporation 1995 Non-Employee Director Stock Option Plan, incorporated by reference from Exhibit 10.15 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1995 (the "1995 10-K").++ 10.4 The Emmis Communications Corporation 1995 Equity Incentive Plan incorporated by reference from Exhibit 10.16 to the 1995 10-K.++ 10.5 Emmis Communications Corporation 1997 Equity Incentive Plan, incorporated by reference from Exhibit 10.5 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1998 (the "1998 10-K").++ 10.6 Emmis Communications Corporation 1999 Equity Incentive Plan, incorporated by reference from the Company's proxy statement dated May 26, 1999.++ 10.7 Emmis Communications Corporation 2001 Equity Incentive Plan, incorporated by reference from the Company's proxy statement dated May 25, 2001.++ 10.8 Employment Agreement dated as of March 1, 1994, by and between Emmis Broadcasting Corporation and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.13 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1994 and amendment to Employment Agreement, effective March 1, 1999, between the Company and Jeffrey H. Smulyan, incorporated by reference from Exhibit 10.2 to Emmis' Quarterly Report on Form 10-Q for the quarter ended November 30, 1999.++ 10.9 Employment Agreement dated as of March 1, 1999, by and between Emmis Communications Corporation and Walter Z. Berger, incorporated by reference from Exhibit 10.9 to Emmis' Annual Report on Form 10-K for the fiscal year ended February 28, 1999.++ 10.10 Fourth Amended and Restated Revolving Credit and Term Loan Agreement, and First Amendment to Fourth Amended and Restated Revolving Credit and Term Loan Agreement, incorporated by reference from Exhibits 10.1 and 10.2, respectively, to Emmis' Form 8-K filed on April 12, 2001. |
Other risks of current or future expansions, acquisitions and consolidations include: •the inability to successfully integrate additional facilities or incremental capacity and to realize anticipated efficiencies, economies of scale or other value •challenges faced as a result of transitioning programs •incurrence of restructuring costs or other charges that may be insufficient or may not have their intended effects •additional fixed or other costs, or selling and administrative expenses, which may not be fully absorbed by new business •a reduction of our return on invested capital, including as a result of excess inventory or excess capacity at new facilities, as well as the increased costs associated with opening new facilities •difficulties in the timing of expansions, including delays in the implementation of construction and manufacturing plans •diversion of management's attention from other business areas during the planning and implementation of expansions •strain placed on our operational, financial and other systems and resources, and •inability to locate sufficient customers, employees or management talent to support the expansion. |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
These factors include: • the volume and timing of customer demand relative to our capacity • the effects of shortages and delays in obtaining components as a result of economic cycles, natural disasters or otherwise • the life-cycle of our customers' technology-dependent products • customers' operating results and business conditions • failure of our customers to pay amounts due to us • changes in our, and our customers', sales mix, as well as the volatility of these changes • variations in sales and margins among geographic regions and market sectors • changes in tariffs, trade agreements and other trade protection measures • varying gross margins among different programs, including as a result of pricing concessions to certain customers • claims alleging defective goods or services or breaches of contractual requirements • challenges associated with the engagement of new customers or additional programs or services for existing customers • disengagements with customers • changes in customer supply chain strategies • the timing of our expenditures in anticipation of future orders • our effectiveness in planning and executing production, and managing inventory, fixed assets and manufacturing processes • changes in the cost and availability of labor and components • changes in exchange rates • changes in accounting rules • changes in tax laws, potential tax disputes, or negative or unforeseen tax consequences, and • changes in U.S. and global economic and political conditions and world events. |
General Data Protection Regulation, applicable to companies with global operations • changes to the North American Free Trade Agreement ("NAFTA"), including as a result of the expected approval of the United States-Mexico-Canada Agreement (the "USMCA") • changes in the taxation of earnings both in the U.S. and in other countries • reputational risks related to, among other factors, varying standards and practices among countries • changes in duty rates • significant natural disasters and other events or factors impacting local infrastructure • the impact of the United Kingdom’s expected exit from the European Union ("Brexit") • the effects of other international political developments, such as tariffs, embargoes, sanctions, boycotts, trade wars, energy disruptions, trade agreements and changes in trade policies, including those which may be effected by the current U.S. presidential administration and other countries' reactions to those actions, and • regulatory requirements and potential changes to those requirements. |
Other risks of current or future expansions, acquisitions and consolidations include: • the inability to successfully integrate additional facilities or incremental capacity and to realize anticipated efficiencies, economies of scale or other value • challenges faced as a result of transitioning programs • incurrence of restructuring costs or other charges that may be insufficient or may not have their intended effects • additional fixed or other costs, or selling and administrative expenses, which may not be fully absorbed by new business • a reduction of our return on invested capital, including as a result of excess inventory or excess capacity at new facilities, as well as the increased costs associated with opening new facilities • difficulties in the timing of expansions, including delays in the implementation of construction and manufacturing plans • diversion of management's attention from other business areas during the planning and implementation of expansions • strain placed on our operational, financial and other systems and resources, and • inability to locate sufficient customers, employees or management talent to support the expansion. |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
These factors include: • the volume and timing of customer demand relative to our capacity • the effects of shortages and delays in obtaining components as a result of economic cycles, natural disasters or otherwise • the life-cycle of our customers' technology-dependent products • customers' operating results and business conditions • failure of our customers to pay amounts due to us • changes in our, and our customers', sales mix, as well as the volatility of these changes • variations in sales and margins among geographic regions and market sectors • changes in tariffs, trade agreements and other trade protection measures • varying gross margins among different programs, including as a result of pricing concessions to certain customers • claims alleging defective goods or services or breaches of contractual requirements • challenges associated with the engagement of new customers or additional programs or services for existing customers • disengagements with customers • changes in customer supply chain strategies • the timing of our expenditures in anticipation of future orders • our effectiveness in planning and executing production, and managing inventory, fixed assets and manufacturing processes • changes in the cost and availability of labor and components • changes in exchange rates • changes in accounting rules • changes in tax laws, potential tax disputes, or negative or unforeseen tax consequences, and • changes in U.S. and global economic and political conditions and world events. |
General Data Protection Regulation, applicable to companies with global operations • changes to the North American Free Trade Agreement ("NAFTA"), including as a result of the expected approval of the United States-Mexico-Canada Agreement (the "USMCA") • changes in the taxation of earnings both in the U.S. and in other countries • reputational risks related to, among other factors, varying standards and practices among countries • changes in duty rates • significant natural disasters and other events or factors impacting local infrastructure • the impact of the United Kingdom’s pending exit from the European Union ("Brexit") • the effects of other international political developments, such as tariffs, embargoes, sanctions, boycotts, trade wars, energy disruptions, trade agreements and changes in trade policies, including those which may be effected by the current U.S. presidential administration and other countries' reactions to those actions, and • regulatory requirements and potential changes to those requirements. |
Other risks of current or future expansions, acquisitions and consolidations include: • the inability to successfully integrate additional facilities or incremental capacity and to realize anticipated efficiencies, economies of scale or other value • challenges faced as a result of transitioning programs • incurrence of restructuring costs or other charges that may be insufficient or may not have their intended effects • additional fixed or other costs, or selling, general and administrative ("SG&A") expenses, which may not be fully absorbed by new business • a reduction of our return on invested capital, including as a result of excess inventory or excess capacity at new facilities, as well as the increased costs associated with opening new facilities • difficulties in the timing of expansions, including delays in the implementation of construction and manufacturing plans • diversion of management's attention from other business areas during the planning and implementation of expansions • strain placed on our operational, financial and other systems and resources, and • inability to locate sufficient customers, employees or management talent to support the expansion. |
10.4 Retirement and Transition Agreement, dated August 17, 2016, by and between Plexus Corp. and Dean A. Foate* 10.5 Employment Agreement, dated August 17, 2016, by and between Plexus Corp. and Todd P. Kelsey* 10.6 Form of Change of Control Agreement with executive officers* 10.7 (a) Summary of Directors' Compensation (11/18)* 10.7 (b) Summary of Directors’ Compensation (11/17)* (superseded) 10.8 (a) Plexus Corp. Executive Deferred Compensation Plan* 10.8 (b) Plexus Corp Executive Deferred Compensation Plan Trust dated April 1, 2003 between Plexus Corp. and Bankers Trust Company* 10.9 Plexus Corp. Non-employee Directors Deferred Compensation Plan* 10.10 (a) Amended and Restated Plexus Corp. 2016 Omnibus Incentive Plan* 10.10 (b) Forms of award agreements thereunder* (i) Form of Stock Option Agreement (ii) Form of Restricted Stock Unit Award (iii) Form of Performance Stock Unit Agreement (iv) Form of Stock Appreciation Rights Agreement (v) Form of Restricted Stock Unit Award Agreement for Directors (vi) Form of Plexus Corp. |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
These factors include: • the volume and timing of customer demand relative to our capacity • the life-cycle of our customers' technology-dependent products • customers' operating results and business conditions • changes in our, and our customers', sales mix, as well as the volatility of these changes • variations in sales and margins among geographic regions and market sectors • varying gross margins among different programs, including as a result of pricing concessions to certain customers • failure of our customers to pay amounts due to us • claims alleging defective goods or services or breaches of contractual requirements • challenges associated with the engagement of new customers or additional programs or services for existing customers • customer disengagements • changes in customer supply chain strategies • the timing of our expenditures in anticipation of future orders • our effectiveness in planning and executing production, and managing inventory, fixed assets and manufacturing processes • changes in the cost and availability of labor and components • changes in exchange rates • changes in accounting rules • changes in tax laws, potential tax disputes, or negative or unforeseen tax consequences, and • changes in U.S. and global economic and political conditions and world events. |
Other risks of current or future expansions, acquisitions and consolidations include: • the inability to successfully integrate additional facilities or incremental capacity and to realize anticipated efficiencies, economies of scale or other value • challenges faced as a result of transitioning programs • incurrence of restructuring or other charges that may be insufficient or may not have their intended effects • additional fixed or other costs, or selling, general and administrative ("SG&A") expenses, which may not be fully absorbed by new business • a reduction of our return on invested capital, including as a result of excess inventory or excess capacity at new facilities, as well as the increased costs associated with opening new facilities • difficulties in the timing of expansions, including delays in the implementation of construction and manufacturing plans • diversion of management’s attention from other business areas during the planning and implementation of expansions • strain placed on our operational, financial and other systems and resources, and • inability to locate sufficient customers, employees or management talent to support the expansion. |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd P. Kelsey, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dean A. Foate, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dean A. Foate, Patrick J. Jermain and Angelo M. Ninivaggi, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. |
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