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ACQUISITIONS AND DISPOSITIONS
12 Months Ended
Feb. 28, 2014
Business Combinations [Abstract]  
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS
For the year ended February 28, 2014
On February 11, 2014, Emmis entered into a Purchase and Sale Agreement with YMF Media LLC ("YMF"), pursuant to which Emmis agreed to purchase the assets of radio stations WBLS-FM and WLIB-AM in New York, NY ("Stations") for $131 million, subject to customary adjustments and prorations. Following approval by the Federal Communications Commission and the satisfaction of other customary closing conditions, the transaction is scheduled to close in two separate closings. The first closing is expected to occur promptly after receipt of the FCC’s consent to the assignment to Emmis of the Stations’ FCC licenses, and will involve YMF transferring WBLS-FM's and WLIB-AM's assets to Emmis and Emmis (i) transferring the Stations’ assets to newly-formed subsidiaries of Emmis, (ii) paying YMF $55 million of the purchase price and (iii) transferring to YMF a 49.9% noncontrolling ownership interest in the Emmis subsidiaries that will own the Stations’ assets. The second closing is scheduled to occur on or about February 15, 2015, and will involve the payment of the balance of the purchase price to YMF ($76 million) in exchange for the transfer to Emmis of YMF’s interest in the Emmis subsidiaries that own the Stations’ assets. The Purchase and Sale Agreement contains customary representations, warranties, covenants and indemnities, including liquidated damages in the amount of ten percent of the purchase price and specific performance remedies that may be asserted by either Emmis or YMF.
On February 11, 2014, Emmis entered into an LMA with YMF to program the Stations. The LMA did not commence until March 1, 2014, thus the operating results of the Stations are not included in the accompanying consolidated statements of operations. See Note 1e for more discussion of the LMA.
For the year ended February 28, 2013
Sale of Slovakia radio operations
On February 25, 2013, Emmis completed the sale of its Slovakian radio network to Bauer Ausland 1 GMBH for $21.2 million in cash. Emmis believed the sale of its international radio properties would better enable the Company to focus its efforts on its domestic radio stations. The sale of our Bulgarian radio network on January 3, 2013 created a one-time tax benefit that we could use if we sold the Slovakian network on or before February 28, 2013. In connection with the sale, Emmis recorded a gain on sale of assets of approximately $14.8 million, which is included in income from discontinued operations in the accompanying consolidated statements of operations. Emmis paid approximately $1.7 million to settle working capital adjustments and other transaction related costs during the first quarter of fiscal 2014.
Sale of Bulgarian radio operations
On January 3, 2013, Emmis completed the sale of its Bulgarian radio network to Reflex Media EEOD for $1.7 million in cash. Emmis believed the sale of its international radio properties would better enable the Company to focus its efforts on its domestic radio stations. In connection with the sale, Emmis recorded a loss on sale of assets of approximately $1.3 million, which is included in income from discontinued operations in the accompanying consolidated statements of operations. The loss on disposal primarily resulted from the reclassification of accumulated currency translation adjustments.
Sale of Emmis Interactive Inc.
On October 31, 2012, Emmis completed the sale of Emmis Interactive Inc., a subsidiary of Emmis that provided a content management system, data analytic tools and related services, to Marketron Broadcast Solutions, LLC (“Marketron”) for no net proceeds. The sale of Emmis Interactive Inc. allowed Emmis to mitigate expected future operating losses. Marketron had assumed operating control of Emmis Interactive, Inc., on October 4, 2012. In connection with the sale, Emmis recorded a loss on sale of assets of approximately $0.7 million, which is primarily related to severance for former employees and is included in income from discontinued operations in the accompanying consolidated statements of operations.
Sale of Sampler Publications
On October 1, 2012, Emmis completed the sale of Country Sampler magazine, Smart Retailer magazine, and related publications (altogether the “Sampler Publications”) and certain real estate used in their operations to subsidiaries of DRG Holdings, LLC. Emmis believed the sale of the Sampler Publications, which were niche crafting publications, would enable it to more clearly focus on its core city and regional publications. Emmis received gross proceeds from the sale of $8.7 million, incurred approximately $0.2 million in transaction expenses and tax obligations, and used the remaining $8.5 million to repay term loans under the Company’s 2006 Credit Agreement. In connection with the sale, Emmis recorded a gain on sale of assets of approximately $0.7 million, which is included in income from discontinued operations in the accompanying consolidated statements of operations
Sale of KXOS-FM
On August 23, 2012, Emmis completed the sale of KXOS-FM in Los Angeles for $85.5 million in cash. In connection with the sale, Emmis recorded a gain on sale of assets of approximately $32.8 million, which is included in income from discontinued operations in the accompanying consolidated statements of operations. KXOS-FM had previously been operating pursuant to a local programming and marketing agreement, which is discussed in more detail in Note 1e to the accompanying consolidated financial statements.
For the year ended February 29, 2012
Sale of controlling interest in WRXP-FM, WKQX-FM AND WLUP-FM
On September 1, 2011, the Company completed the sale of a controlling interest in Merlin Media, LLC (“Merlin Media”), which owned the following radio stations: (i) WKQX-FM, 101.1MHz, Channel 266, Chicago, IL (FIN 19525), (ii) WRXP-FM, 101.9MHz, Channel 270, New York, NY (FIN 67846) and (iii) WLUP-FM, 97.9MHz, Channel 250, Chicago, IL (FIN 73233) (collectively the “Merlin Stations”). The Company received gross cash sale proceeds of $130 million in the transaction, and incurred approximately $8.6 million of expenses, principally consisting of severance, state and local taxes, and professional and other fees and expenses. The Company used the net cash proceeds to repay approximately 38% of the term loans then outstanding under its 2006 Credit Agreement. Emmis also paid a $2.0 million exit fee to a lender related to the repayment of certain term loans on September 1, 2011.
On September 1, 2011, subsidiaries of Emmis entered into the 2nd Amended & Restated Limited Liability Company Agreement (the “LLC Agreement”) of Merlin Media, together with Merlin Holdings, LLC (“Merlin Holdings”), an affiliate of investment funds managed by GTCR, LLC, and Benjamin L. Homel (aka Randy Michaels) (together with Merlin Holdings, the “Investors”).
In connection with the completion of the disposition of assets to Merlin Media and sale of a controlling interest in Merlin Media pursuant to the Purchase Agreement dated June 20, 2011 among the Company, Merlin Holdings and Mr. Homel (the “Purchase Agreement), the Company retained preferred equity and common equity interests in Merlin Media, the terms of which were governed by the LLC Agreement. The Company’s common equity interests in Merlin Media represented 20.6% of the initial outstanding common equity interests of Merlin Media and were subject to dilution if the Company failed to participate pro rata in future capital calls. The fair value of the Company’s 20.6% common equity ownership of Merlin Media LLC as of September 1, 2011 was approximately $5.6 million, and accounted for under the equity method. The Company’s preferred equity interests in Merlin Media consist of approximately $28.7 million (at par) of non-redeemable perpetual preferred interests, on which a preferred return accretes quarterly at a rate of 8% per annum. The fair value of this preferred equity interest as of September 1, 2011, was approximately $10.8 million and is accounted for under the cost method. See Note 1 to the accompanying consolidated financial statements for more discussion of our investments in Merlin Media. The preferred interests held by the Company are junior to initial non-redeemable perpetual preferred interests held by the Investors of approximately $87 million, on which a preferred return accretes quarterly at a rate of 8% per annum. The preferred interests held by the Company and the Investors are both junior to an initial $60 million senior secured note issued to an affiliate of Merlin Holdings. The note matures five years from closing, and interest accrues on the note semi-annually at a rate of 15% per annum, payable in cash or in-kind at Merlin Media’s election. Distributions in respect of Merlin Media’s common and preferred interests are made when declared by Merlin Media’s board of managers. Given the Company’s continued equity interests in the stations, it was precluded from reclassifying the operating results of the stations to discontinued operations.
Upon deconsolidation, Emmis recorded the retained common and preferred equity interests at fair value. The fair value of our investments in Merlin Media LLC was calculated using the Black Scholes option-pricing model. The model’s inputs reflect assumptions that market participants would use in pricing the instrument in a current period transaction based upon estimated future cash flows and other estimates at September 1, 2011. Inputs to the model include stock volatility, dividend yields, expected term of the derivatives and risk-free interest rates. Results from the valuation model in one period may not be indicative of future period measurements.
Merlin Media changed the format of WKQX-FM in Chicago and WRXP-FM in New York from a music-intensive format to a news/talk format. Both stations incurred substantial start-up losses well in excess of the original business model used in the September 1, 2011 valuation. Both stations underperformed through February 29, 2012, so much so that station cash flows were expected to be substantially lower than the estimated cash flows used in the September 1, 2011 valuation of our retained common and preferred equity interests. As such, Emmis reassessed the fair value of the retained common and preferred equity interests using the same valuation methodology described above with updated assumptions, and determined that our equity interests were fully impaired. The Company believes that the magnitude of the impairment and the potentially prolonged recovery period indicate that the impairment is other-than-temporary. As such, Emmis wrote-off the remaining carrying value of its investments in Merlin Media LLC. The total equity method loss and other-than-temporary impairment loss recognized related to Merlin Media LLC of $16.4 million is recognized in other income (expense), net in the accompanying consolidated statements of operations. During the year ended February 28, 2013, Merlin Media sold WRXP-FM in New York to a third party and changed the format of WKQX-FM in Chicago to a music-intensive format. During the year ended February 28, 2014, Merlin Media entered into an LMA with Cumulus Media Inc. pursuant to which Merlin Media will receive a monthly fee and Cumulus will program and manage Merlin Media's two radio stations in Chicago, which are Merlin Media's sole remaining stations. Cumulus Media Inc. retains all of the operating profits for managing the stations. Merlin Media and Cumulus Media Inc. also entered into a call option which gives Cumulus Media Inc. the right to purchase the two stations until October 4, 2017 and gives Merlin Media the right to require Cumulus Media Inc. to purchase the two stations during a ten-day period commencing on October 4, 2017.
Under the LLC Agreement, the Company is entitled initially to appoint one out of five members of Merlin Media’s board of managers and has limited consent rights with respect to specified transactions. The Company has no obligation to make ongoing capital contributions to Merlin Media, but as noted above is subject to dilution if it fails to participate pro rata in future capital calls. As of February 28, 2013, due to our nonparticipation in capital contributions to Merlin Media, our common equity ownership interest is approximately 17.5%.
Merlin Media is a private company and the Company will have limited ability to sell its interests in Merlin Media, except pursuant to customary tag-along rights with respect to sales by Merlin Media’s controlling Investor or, after five years, in a private sale to third parties subject to rights of first offer held by the controlling Investor. The Company has customary registration rights and is subject to a “drag-along” right of the controlling Investor.
On September 30, 2011, the Compensation Committee of the Company’s Board of Directors approved a discretionary bonus of $1.7 million to certain employees that were key participants in the Merlin Media transaction. The discretionary bonus is reflected in corporate expenses, excluding depreciation and amortization expense during the year ended February 29, 2012.

Sale of Glendale, CA Tower Site
On April 6, 2011, Emmis sold land, towers and other equipment at its Glendale, CA tower site to Richland Towers Management Flint, Inc. for $6.0 million in cash. In connection with the sale, Emmis recorded a gain on sale of assets of approximately $4.9 million. Net proceeds from the sale were used to repay amounts outstanding under the 2006 Credit Agreement.