10-Q 1 emms2015q310-q.htm FORM 10-Q EMMS 2015 Q3 10-Q
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2014
 
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
  
 
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
35-1542018
(I.R.S. Employer Identification No.)
ONE EMMIS PLAZA
40 MONUMENT CIRCLE, SUITE 700
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices)
(317) 266-0100
(Registrant’s Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” and “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
o
 
Accelerated filer
ý
Non-accelerated filer
 
o  (Do not check if a smaller reporting company)
 
Smaller reporting company
o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  ý
The number of shares outstanding of each of Emmis Communications Corporation’s classes of common stock, as of January 2, 2015, was:
38,999,989

  
Shares of Class A Common Stock, $.01 Par Value
4,569,464

  
Shares of Class B Common Stock, $.01 Par Value

  
Shares of Class C Common Stock, $.01 Par Value
 



INDEX

 
Page
 
 


-2-



PART I — FINANCIAL INFORMATION
 

ITEM 1.    FINANCIAL STATEMENTS

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 
 
Three Months Ended 
 November 30,
 
Nine Months Ended 
 November 30,
 
2013
 
2014
 
2013
 
2014
NET REVENUES
$
52,621

 
$
62,960

 
$
158,174

 
$
184,508

OPERATING EXPENSES:
 
 
 
 
 
 
 
Station operating expenses excluding LMA fees of $0, $0, $0 and $4,208, and depreciation and amortization expense of $674, $868, $1,995 and $2,495, respectively
38,548

 
44,940

 
118,198

 
134,159

Corporate expenses excluding depreciation and amortization expense of $544, $614, $1,612 and $1,931, respectively
3,653

 
3,241

 
13,123

 
11,472

LMA fees

 

 

 
4,208

Hungary license litigation and related expenses
500

 
188

 
1,795

 
472

Depreciation and amortization
1,218

 
1,482

 
3,607

 
4,426

Gain on contract settlement

 

 

 
(2,500
)
(Gain) loss on disposal of assets
(9
)
 
3

 
(10
)
 

Total operating expenses
43,910

 
49,854

 
136,713

 
152,237

OPERATING INCOME
8,711

 
13,106

 
21,461

 
32,271

OTHER EXPENSE:
 
 
 
 

 
 
Interest expense
(1,712
)
 
(5,395
)
 
(5,441
)
 
(11,873
)
Loss on debt extinguishment
(653
)
 

 
(653
)
 
(1,455
)
Other income, net
54

 
51

 
94

 
230

Total other expense
(2,311
)
 
(5,344
)
 
(6,000
)
 
(13,098
)
INCOME BEFORE INCOME TAXES
6,400

 
7,762

 
15,461

 
19,173

PROVISION FOR INCOME TAXES
732

 
4,528

 
911

 
9,080

CONSOLIDATED NET INCOME
5,668

 
3,234

 
14,550

 
10,093

NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
1,395

 
411

 
4,230

 
3,554

NET INCOME ATTRIBUTABLE TO THE COMPANY
4,273

 
2,823

 
10,320

 
6,539

GAIN ON EXTINGUISHMENT OF PREFERRED STOCK

 

 
325

 

NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
$
4,273

 
$
2,823

 
$
10,645

 
$
6,539

 
 
 
 
 
 
 
 
NET INCOME PER SHARE - BASIC
$
0.11

 
$
0.07

 
$
0.26

 
$
0.15

NET INCOME PER SHARE - DILUTED
$
0.09

 
$
0.06

 
$
0.23

 
$
0.14

WEIGHTED AVERAGE SHARES OUTSTANDING:
 
 
 
 
 
 
 
Basic
40,477

 
42,702

 
40,343

 
42,451

Diluted
46,212

 
47,376

 
45,657

 
47,455

 
The accompanying notes are an integral part of these unaudited condensed consolidated statements.
 
 
 
 


-3-



EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
 
 
Three Months Ended 
 November 30,
 
Nine Months Ended 
 November 30,
 
2013
 
2014
 
2013
 
2014
CONSOLIDATED NET INCOME
$
5,668

 
$
3,234

 
$
14,550

 
$
10,093

OTHER COMPREHENSIVE INCOME, NET OF TAXES:
 
 
 
 
 
 
 
Change in value of derivative instrument and related income tax effects
(47
)
 

 
1

 
99

Cumulative translation adjustment

 

 
(8
)
 

COMPREHENSIVE INCOME
5,621

 
3,234

 
14,543

 
10,192

LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
1,395

 
411

 
4,211

 
3,554

COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS
$
4,226

 
$
2,823

 
$
10,332

 
$
6,638


The accompanying notes are an integral part of these unaudited condensed consolidated statements.


-4-


EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
 
 
February 28,
2014
 
November 30,
2014
 
 
(Unaudited)
ASSETS
CURRENT ASSETS:
 
 
 
Cash and cash equivalents
$
5,304

 
$
4,223

Restricted cash
2,239

 
78,375

Accounts receivable, net
31,000

 
41,542

Prepaid expenses
8,582

 
9,578

Other current assets
6,887

 
8,193

Total current assets
54,012

 
141,911

PROPERTY AND EQUIPMENT, NET
32,231

 
34,967

INTANGIBLE ASSETS (Note 4):
 
 
 
Indefinite-lived intangibles
150,558

 
219,577

Goodwill
12,639

 
74,337

Other intangibles, net
262

 
8,556

Total intangible assets
163,459

 
302,470

OTHER ASSETS, NET
15,646

 
16,864

Total assets
$
265,348

 
$
496,212

 
The accompanying notes are an integral part of these unaudited condensed consolidated statements.

-5-


EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands, except share data)
 
 
February 28,
2014
 
November 30,
2014
 
 
(Unaudited)
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
 
 
 
Accounts payable and accrued expenses
$
8,958

 
$
8,416

Current maturities of long-term debt (Note 5)
12,541

 
6,263

Accrued salaries and commissions
8,552

 
6,476

Deferred revenue
11,506

 
10,893

Acquisition-related liability

 
78,437

Other current liabilities
7,693

 
6,725

Total current liabilities
49,250

 
117,210

LONG-TERM DEBT, NET OF CURRENT MATURITIES (NOTE 5)
114,926

 
257,442

OTHER NONCURRENT LIABILITIES
8,021

 
8,173

DEFERRED INCOME TAXES
9,783

 
18,649

Total liabilities
181,980

 
401,474

COMMITMENTS AND CONTINGENCIES

 

EQUITY:
 
 
 
Class A common stock, $.01 par value; authorized 170,000,000 shares; issued and outstanding 37,267,123 shares at February 28, 2014 and 38,927,873 shares at November 30, 2014
373

 
389

Class B common stock, $.01 par value; authorized 30,000,000 shares; issued and outstanding 4,569,464 shares at February 28, 2014 and November 30, 2014
46

 
46

Series A non-cumulative convertible preferred stock, $.01 par value; $50.00 liquidation preference per share, aggregate liquidation preference and redemption amount of $46,450 at February 28, 2014 and November 30, 2014, respectively; authorized 2,875,000 shares; issued and outstanding 1,328,991 shares at February 28, 2014, which included 400,000 shares in trust, and 928,991 shares at November 30, 2014
9

 
9

Additional paid-in capital
580,776

 
584,728

Accumulated deficit
(545,355
)
 
(538,816
)
Accumulated other comprehensive loss
(99
)
 

Total shareholders’ equity
35,750

 
46,356

NONCONTROLLING INTERESTS
47,618

 
48,382

Total equity
83,368

 
94,738

Total liabilities and equity
$
265,348

 
$
496,212


The accompanying notes are an integral part of these unaudited condensed consolidated statements.


-6-



EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(Unaudited)
(In thousands, except share data)
 
 
Class A
Common Stock
 
Class B
Common Stock
 
Series A
Preferred Stock
 
Additional Paid-in Capital
 
Accumulated Deficit
 
Accumulated Other Comprehensive Loss
 
Noncontrolling Interests
 
Total Equity
 
Shares
 
Amount
 
Shares
 
Amount
 
Shares
 
Amount
 
 
 
 
 
Balance at February 28, 2014
37,267,123

 
$
373

 
4,569,464

 
$
46

 
928,991

 
$
9

 
$
580,776

 
$
(545,355
)
 
$
(99
)
 
$
47,618

 
$
83,368

Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,539

 
 
 
3,554

 
10,093

Issuance of Common Stock to employees and officers
318,126

 
3

 
 
 
 
 
 
 
 
 
1,523

 
 
 
 
 
 
 
1,526

Exercise of stock options
735,323

 
7

 
 
 
 
 
 
 
 
 
377

 
 
 
 
 
 
 
384

Distributions to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3,987
)
 
(3,987
)
Distribution of 2012 Retention Trust Plan, net of taxes
607,301

 
6

 
 
 
 
 
 
 
 
 
2,052

 
 
 
 
 
 
 
2,058

Purchase of noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,197

 
1,197

Change in value of derivative instrument
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99

 
 
 
99

Balance, November 30, 2014
38,927,873

 
$
389

 
4,569,464

 
$
46

 
928,991

 
$
9

 
$
584,728

 
$
(538,816
)
 
$

 
$
48,382

 
$
94,738


The accompanying notes are an integral part of these unaudited condensed consolidated statements.


-7-



EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
 
 
Nine Months Ended November 30,
 
2013
 
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Consolidated net income
$
14,550

 
$
10,093

Adjustments to reconcile consolidated net income to net cash provided by operating activities -
 
 
 
Depreciation and amortization
3,607

 
4,426

Amortization of deferred financing costs, including original issue discount
651

 
858

Noncash accretion of acquisition-related liability

 
2,347

Loss on debt extinguishment
653

 
1,455

Provision for bad debts
237

 
585

Provision for deferred income taxes
1,937

 
8,896

Noncash compensation
3,553

 
2,128

Gain on sale of assets
(10
)
 

Other
(86
)
 

Changes in assets and liabilities -
 
 
 
Restricted cash
(1,390
)
 
(105
)
Accounts receivable
(5,358
)
 
(11,126
)
Prepaid expenses and other current assets
364

 
(2,292
)
Other assets
(1,464
)
 
(792
)
Accounts payable and accrued liabilities
(125
)
 
(3,135
)
Deferred revenue
(938
)
 
(613
)
Income taxes
(28
)
 
(79
)
Other liabilities
(36
)
 
(2,044
)
Net cash used in operating activities — discontinued operations
(68
)
 

Net cash provided by operating activities
16,049

 
10,602

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Purchases of property and equipment
(2,277
)
 
(2,565
)
Cash paid for acquisitions

 
(57,729
)
Change in acquisition-related restricted cash

 
(76,031
)
Cash paid for investments, net of distributions
(220
)
 
(65
)
Other
11

 
3

Net cash used in investing activities — discontinued operations
(1,650
)
 

Net cash used in investing activities
(4,136
)
 
(136,387
)
 
The accompanying notes are an integral part of these unaudited condensed consolidated statements.

-8-


EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
(Dollars in thousands)
 
 
Nine Months Ended November 30,
 
2013
 
2014
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Payments on long-term debt
(17,065
)
 
(74,375
)
Proceeds from long-term debt
6,000

 
212,000

Debt-related costs
(164
)
 
(7,849
)
Distributions to noncontrolling interests
(3,614
)
 
(3,987
)
Proceeds from the exercise of stock options
134

 
377

Purchase of preferred stock
(107
)
 

Settlement of tax withholding obligations on stock issued to employees
(505
)
 
(1,462
)
Net cash (used in) provided by financing activities
(15,321
)
 
124,704

Effect of exchange rates on cash and cash equivalents
(8
)
 

DECREASE IN CASH AND CASH EQUIVALENTS
(3,416
)
 
(1,081
)
CASH AND CASH EQUIVALENTS:
 
 
 
Beginning of period
8,735

 
5,304

End of period
$
5,319

 
$
4,223

SUPPLEMENTAL DISCLOSURES:
 
 
 
Cash paid for interest
$
4,821

 
$
6,059

(Refund from) cash paid for income taxes, net
(1,015
)
 
243

Noncash financing transactions-
 
 
 
Stock issued to employees and directors
2,520

 
5,037


The accompanying notes are an integral part of these unaudited condensed consolidated statements.


-9-


EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS UNLESS INDICATED OTHERWISE, EXCEPT SHARE DATA)
November 30, 2014
(Unaudited)

Note 1. Summary of Significant Accounting Policies
Preparation of Interim Financial Statements
Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), the condensed consolidated interim financial statements included herein have been prepared, without audit, by Emmis Communications Corporation (“ECC”) and its subsidiaries (collectively, “our,” “us,” “we,” “Emmis” or the “Company”). As permitted under the applicable rules and regulations of the SEC, certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, Emmis believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Emmis filed on Form 10-K for the year ended February 28, 2014. The Company’s results are subject to seasonal fluctuations. Therefore, results shown on an interim basis are not necessarily indicative of results for a full year.
In the opinion of Emmis, the accompanying condensed consolidated interim financial statements contain all material adjustments (consisting only of normal recurring adjustments, except as otherwise noted) necessary to present fairly the consolidated financial position of Emmis at November 30, 2014, and the results of its operations for the three-month and nine-month periods ended November 30, 2013 and 2014, and cash flows for the nine-month periods ended November 30, 2013 and 2014.
There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended February 28, 2014 that have had a material impact on our condensed consolidated financial statements and related notes.

Basic and Diluted Net Income Per Common Share
Basic net income per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Potentially dilutive securities at November 30, 2013 and 2014 consisted of stock options, restricted stock awards and the 6.25% Series A convertible preferred stock (the “Preferred Stock”). The following table sets forth the calculation of basic and diluted net income per share:
 
 
 
 
 
 
 
 
 
 
 
 
 
For the three months ended
 
November 30, 2013
 
November 30, 2014
 
Net Income
 
Shares
 
Net Income
Per Share
 
Net Income
 
Shares
 
Net Income
Per Share
 
(amounts in 000’s, except per share data)
Basic net income per common share:
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders from continuing operations
$
4,273

 
40,477

 
$
0.11

 
$
2,823

 
42,702

 
$
0.07

Impact of equity awards

 
3,469

 

 

 
2,408

 

Impact of conversion of preferred stock into common stock

 
2,266

 

 

 
2,266

 

Diluted net income per common share:
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders from continuing operations
$
4,273

 
46,212

 
$
0.09

 
$
2,823

 
47,376

 
$
0.06


-10-


 
For the nine months ended
 
November 30, 2013
 
November 30, 2014
 
Net Income
 
Shares
 
Net Income
Per Share
 
Net Income
 
Shares
 
Net Income
Per Share
 
(amounts in 000’s, except per share data)
  Basic net income per common share:
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
10,645

 
40,343

 
$
0.26

 
$
6,539

 
42,451

 
$
0.15

Impact of equity awards

 
3,040

 

 

 
2,738

 

Impact of conversion of preferred stock into common stock
(325
)
 
2,274

 

 

 
2,266

 

  Diluted net income per common share:
 
 
 
 
 
 
 
 
 
 
 
Net income available to common shareholders
$
10,320

 
45,657

 
$
0.23

 
$
6,539

 
47,455

 
$
0.14


Shares excluded from the calculation as the effect of their conversion into shares of our common stock would be antidilutive were as follows:
 
For the three months ended
 
For the nine months ended
 
November 30
 
November 30
 
2013
 
2014
 
2013
 
2014
 
(shares in 000’s )
Equity awards
1,996

 
2,162

 
2,035

 
1,627

Antidilutive common share equivalents
1,996

 
2,162

 
2,035

 
1,627


Local Programming and Marketing Agreement Fees
The Company from time to time enters into local programming and marketing agreements (“LMAs”) in connection with acquisitions or dispositions of radio stations, typically pending regulatory approval of transfer of the Federal Communications Commission ("FCC") licenses. Under the terms of these agreements, the acquiring company makes specified periodic payments to the holder of the FCC license in exchange for the right to program and sell advertising for a specified portion of the station’s inventory of broadcast time. The acquiring company records revenues and expenses associated with the portion of the station’s inventory of broadcast time it manages. Nevertheless, as the holder of the FCC license, the owner-operator retains control and responsibility for the operation of the station, including responsibility over all programming broadcast on the station.
On February 11, 2014, the Company entered into an LMA in connection with its agreement to purchase WBLS-FM and WLIB-AM in New York City from YMF Media New York LLC and YMF Media New York License LLC (collectively, "YMF"). The LMA, which commenced on March 1, 2014, gave Emmis the right to program and sell advertising for the two New York stations. Emmis paid YMF $1.3 million per month and reimbursed YMF for certain monthly expenses through the first closing of the acquisition, which occurred on June 10, 2014. After the first closing, the LMA continues in effect until the second closing at a reduced monthly fee of approximately $0.7 million. During the nine-month period ended November 30, 2014, Emmis recorded $4.2 million of LMA fee expense. See Note 2 for more discussion of the Company's purchase of WBLS-FM and WLIB-AM from YMF.
On April 26, 2012, Emmis entered into an LMA with a subsidiary of Disney Enterprises, Inc. for 98.7FM in New York (formerly WRKS-FM and now WEPN-FM, hereinafter referred to as “98.7FM”). The LMA for this station started on April 30, 2012 and will continue until August 31, 2024. Emmis retains ownership and control of the Station, including the related FCC license during the term of the LMA and is scheduled to receive an annual fee until the LMA’s termination. LMA fee revenue is recorded on a straight-line basis over the term of the LMA as a component of net revenues in our accompanying condensed consolidated statements of operations.

-11-


The following table summarizes certain operating results of 98.7FM for all periods presented. Net revenues for 98.7FM are solely related to LMA fees. 98.7FM is a part of our radio segment.
 
For the three months ended November 30,
 
For the nine months
ended November 30,
 
2013
 
2014
 
2013
 
2014
 
(amounts in 000's)
Net revenues
$
2,582

 
$
2,582

 
$
7,748

 
$
7,748

Station operating expenses, excluding depreciation and amortization expense
254

 
270

 
761

 
754

Interest expense
848

 
804

 
2,579

 
2,447

Assets and liabilities of 98.7FM as of February 28, 2014 and November 30, 2014 were as follows:
 
As of February 28,
 
As of November 30,
 
2014
 
2014
 
(amounts in 000's)
Current assets:
 
 
 
Restricted cash
$
1,407

 
$
1,458

Prepaid expenses
614

 
616

Total current assets
2,021

 
2,074

Noncurrent assets:
 
 
 
     Indefinite lived intangibles
60,525

 
60,525

     Deferred debt issuance costs, net
2,759

 
2,560

     Deposits and other
3,082

 
4,105

Total noncurrent assets
66,366

 
67,190

  Total assets
$
68,387

 
$
69,264

Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
56

 
$
37

Current maturities of long-term debt
4,541

 
4,875

Deferred revenue
728

 
753

Other current liabilities
256

 
245

Total current liabilities
5,581

 
5,910

Noncurrent liabilities:
 
 
 
     Long-term debt, net of current portion
70,401

 
66,692

     Other noncurrent liabilities
24

 
27

Total noncurrent liabilities
70,425

 
66,719

  Total liabilities
$
76,006

 
$
72,629


Restricted Cash
The Company's restricted cash, included in current assets in the accompanying condensed consolidated balance sheets, totaled $2.2 million and $78.4 million as of February 28, 2014 and November 30, 2014, respectively.
As further discussed in Note 2, $76.0 million of the proceeds of the 2014 Credit Agreement will be used to fund the second closing of the Company's purchase of WBLS-FM and WLIB-AM. Because of the designated use for this cash, management has classified the $76.0 million as restricted as of November 30, 2014. If the second closing of the transaction does not occur on or before February 17, 2015, the $76.0 million will be used to repay 2014 Credit Agreement term loans.
The terms of our 98.7FM non-recourse notes and related agreements discussed in Note 5 restrict a portion of our cash on deposit for specific operating and financing purposes. Restricted cash related to the 98.7FM non-recourse notes and related agreements totaled $1.4 million and $1.5 million as of February 28, 2014 and November 30, 2014, respectively.
In connection with the Company's agreement with Sprint/United Management Company (“Sprint”), the Company collects cash from other participating companies in the radio industry and remits cash collected to Sprint. The entirety of cash collected

-12-


but not yet remitted to Sprint classified as restricted cash as of February 28, 2014 and November 30, 2014 was $0.8 million and $0.9 million, respectively.

Recent Accounting Pronouncements
In June 2013, the FASB issued a new accounting standard that requires the presentation of certain unrecognized tax benefits as reductions to deferred tax assets rather than as liabilities in the consolidated balance sheets when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This guidance was effective for the Company beginning March 1, 2014. The adoption of this guidance did not have any effect on the presentation of the Company’s condensed consolidated financial statements.
In April 2014, the FASB issued Accounting Standards Update 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, to update the criteria for reporting discontinued operations and enhance related disclosures. Under the new guidance, only disposals that have a major effect through a strategic shift on an organization’s operations and financial results should be presented as discontinued operations. In addition, the new guidance requires expanded disclosures that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The guidance is effective for the Company as of March 1, 2015. The Company expects that this new guidance will reduce the number of transactions that will qualify for reporting discontinued operations.
In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. This guidance will be effective for the Company in the first quarter of its fiscal year ending February 28, 2018. The Company is currently evaluating the impact, if any, the adoption of this guidance will have on its financial position and results of operations.
Reclassifications
Certain reclassifications have been made to the prior year’s financial statements to be consistent with the November 30, 2014 presentation. The reclassifications have no impact on net income previously reported.

Note 2. Business Combinations
WBLS-FM & WLIB-AM
On February 11, 2014, subsidiaries of Emmis entered into a Purchase and Sale Agreement with YMF, pursuant to which Emmis agreed to purchase the assets of New York radio stations WBLS-FM and WLIB-AM (collectively, the "Stations") for $131.0 million, subject to customary adjustments and prorations. The purchase of the Stations enhances the Company's scale in New York, the second largest market in the United States as measured by total radio revenues. Additionally, the Stations' adult urban and urban gospel formats complement the hip-hop format of our existing station in New York.
Upon approval of the transaction by the Federal Communications Commission, Emmis and YMF executed the first closing of the transaction on June 10, 2014, whereby YMF transferred the assets of the Stations to Emmis and Emmis paid YMF $55.0 million of cash and transferred to YMF Media New York a 49.9% ownership interest in the Emmis subsidiaries that own the Stations' assets. A second closing is scheduled to occur on or about February 15, 2015 and will involve the payment of the balance of the purchase price of $76.0 million to YMF in exchange for the transfer to Emmis of YMF Media New York's interest in the Emmis subsidiaries that own the Stations' assets.
On February 11, 2014, Emmis and YMF entered into an LMA for the Stations. On March 1, 2014, Emmis began providing programming and selling advertising for the Stations. Under the terms of the LMA, Emmis paid $1.275 million per month 75 days in arrears to YMF for the right to program the station and sell advertising. The monthly LMA fee decreased to approximately $0.74 million after the first closing of the purchase of the Stations on June 10, 2014. The ongoing, reduced monthly LMA fees were recognized as additional purchase price of the Stations on June 10, 2014. Prior to the first closing of the purchase, LMA fees were recognized as operating expenses.
Emmis gained control over the Stations effective with the first closing on June 10, 2014 and consolidated the Stations beginning on that date. YMF is entitled to the remaining purchase price of $76.0 million at the second closing and the $0.74 million monthly LMA fees until the second closing, but does not otherwise share in the income or loss of the Stations subsequent to the first closing.
On June 10, 2014, Emmis entered into a Credit Agreement, by and among the Company, Emmis Operating Company, a wholly owned subsidiary of the Company, the lenders party thereto, JP Morgan Chase Bank, N.A., as administrative agent, and Fifth Third Bank, as syndication agent (the "2014 Credit Agreement"). The 2014 Credit Agreement includes a senior secured term loan facility of $185.0 million and a senior secured revolving credit facility of $20.0 million. Pursuant to the 2014 Credit

-13-


Agreement, the Company borrowed $185.0 million of the senior secured term loans on June 10, 2014; $109.0 million was disbursed to the Company and the remaining $76.0 million was funded into escrow. The proceeds from the term loan and additional funding from the revolving credit facility were used to fund the first closing of the acquisition described above, settle amounts due under the Company's former credit facility, and pay fees related to the issuance of the Credit Agreement. The $76.0 million of funds in escrow will be used to fund the second closing of the acquisition in February 2015. See Note 5 for more discussion of the 2014 Credit Agreement.
The following table summarizes the preliminary estimates of fair values of the identifiable assets acquired and liabilities assumed in the acquisition of the Stations as of June 10, 2014. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions until management's appraisals and estimates are finalized, which may result in adjustments to the preliminary values presented below (in thousands).
Other current assets
$
36

Property and equipment
4,054

Indefinite-lived intangibles
69,019

Goodwill
58,946

Other intangibles
2,469

Other current liabilities
(512
)
  Total purchase price, including assumed liabilities
$
134,012

 
 
Cash paid at first closing on June 10, 2014
$
55,000

Present value of second closing and LMA related liabilities as of June 10, 2014
79,012

  Total purchase price
$
134,012

Goodwill is calculated as the excess of the purchase price over the net assets acquired. Management attributes the goodwill recognized in the acquisition of the Stations to the power of the existing WBLS-FM and WLIB-AM brands in the New York marketplace as well as the synergies and growth opportunities expected through the combination of the adult urban and urban gospel stations with the Company's existing hip-hop station. The $58.9 million of goodwill recognized in the transaction is included in our radio segment and is deductible for tax purposes.
The indefinite-lived intangible assets are comprised entirely of the Stations' FCC licenses. FCC broadcasting licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, all of our FCC broadcasting licenses have been renewed at or after the end of their respective periods, and we expect that these FCC broadcasting licenses will continue to be renewed in the future. Our indefinite-lived intangibles are not amortized.
Other intangibles consist of a customer list intangible asset of $0.3 million and a syndicated programming intangible asset of $2.2 million. The customer list intangible asset is being amortized over 3 years and the syndicated programming intangible asset is being amortized over 7 years, which is the remaining term of the programming agreement, including renewals which are at the option of the Company.
The results of operations of the Stations are largely included in the Company's results of operations for the nine-month period ended November 30, 2014 as the Company began providing programming and selling advertising of the Stations on March 1, 2014 pursuant to an LMA. Net revenues and station operating expenses, excluding LMA fees and depreciation and amortization expense, of WBLS-FM and WLIB-AM were $21.9 million and $12.2 million, respectively, for the nine months ended November 30, 2014. LMA fees were $4.2 million for the same period. Net revenues and station operating expenses, excluding LMA fees and depreciation and amortization expense, of WBLS-FM and WLIB-AM were $8.3 million and $5.1 million, respectively, for the three months ended November 30, 2014. No LMA fees were recognized during the three months ended November 30, 2014.
We incurred acquisition costs related to the Stations totaling $0.6 million for the nine months ended November 30, 2014. Acquisition costs included in station operating expenses, excluding LMA fees and depreciation and amortization expense, in the accompanying condensed consolidated statements of operations were $0.4 million for the nine months ended November 30, 2014. Acquisition costs included in corporate expenses, excluding depreciation and amortization expense, in the accompanying condensed consolidated statements of operations were $0.2 million for the nine months ended November 30, 2014. Including acquisition costs incurred during the year ended February 28, 2014 of $0.9 million, cumulative acquisition costs related to the Stations through November 30, 2014 were $1.5 million. The Company did not incur any material acquisition costs related to the Stations during the three months ended November 30, 2014.

-14-


In connection with the first closing, Emmis and YMF executed an amendment to their Asset Purchase Agreement dated April 5, 2012 relating to Emmis' sale of the intellectual property of WRKS-FM. The amendment, executed on June 10, 2014, fixed all future earn-out payments YMF owed to Emmis pursuant to the April 5, 2012 Asset Purchase Agreement based upon the parties' estimate of the earn-out payments that would otherwise be owed to Emmis under this pre-existing contractual relationship. Emmis recognized a gain on settlement of the contract of $2.5 million, which is included in gain on contract settlement in the accompanying condensed consolidated statements of operations. During the nine months ended November 30, 2014, Emmis collected $1.0 million of the fixed earn-out payments from YMF. The remaining $1.5 million due from YMF is reflected in other current assets in the accompanying condensed consolidated balance sheets and is to be paid by YMF during the current fiscal year.
The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of the Stations had occurred on March 1, 2013 (in thousands, except per share data):
 
Three Months Ended
November 30,
 
Nine Months Ended
 November 30,
 
2013
 
2014
 
2013
 
2014
 
(in 000’s, except per share data)
Net revenues
$
60,567

 
$
62,960

 
$
181,270

 
$
184,508

Net income attributable to common shareholders
$
9,112

 
$
3,442

 
$
18,104

 
$
8,416

Net income per common share attributable to common shareholders:
 
 
 
 
 
 
 
  Basic
$
0.23

 
$
0.08

 
$
0.45

 
$
0.20

  Diluted
$
0.20

 
$
0.07

 
$
0.39

 
$
0.18

As mentioned above and in Note 1, Emmis commenced an LMA on both WBLS-FM and WLIB-AM beginning on March 1, 2014. As Emmis programmed the stations and sold the related advertising, the majority of the results of operations for the two stations are included in Emmis' historical results for these 2014 periods. Certain adjustments were made for the three-month and nine-month periods ended November 30, 2014 to reflect the elimination of the LMA fee and other purchase accounting adjustments. The pro forma financial information for the three-month and nine-month periods ended November 30, 2013 has been prepared by combining our historical results and the historical results of WBLS-FM and WLIB-AM and further reflects the effect of purchase accounting adjustments. This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the acquisition of the two radio stations occurred on March 1, 2013, or that may result in the future.
Acquisition of a controlling interest in Digonex Technologies, Inc.
On June 16, 2014, Emmis invested $3.0 million in Digonex Technologies, Inc ("Digonex"), an Indiana corporation that provides dynamic pricing solutions to customers in various industries. Emmis believes that its acquisition of Digonex gives it entry into the growing dynamic pricing marketplace which can serve a diverse clientèle, and can possibly help Emmis with yields on its own advertising inventory and special events. Emmis’ initial investment of $3.0 million ($1.0 million in Digonex Preferred Stock and $2.0 million in the form of convertible debt) resulted in Emmis appointing a majority of the board of directors of Digonex and holding rights convertible into 51% of the fully diluted common equity of Digonex. In August 2014, subsequent to the consolidation of Digonex, Emmis contributed an additional $2.0 million to Digonex in the form of convertible debt, which resulted in Emmis owning rights that are convertible into at least 66% of the common equity of Digonex. As Emmis controlled the board of directors of Digonex as of its initial investment on June 16, 2014, Emmis began consolidating the results of Digonex as of that date.
Digonex reports on a calendar year ending December 31, which Emmis consolidates into its fiscal year ending February 28(29). Net revenues and operating expenses, excluding depreciation and amortization expense, of Digonex for the period June 16, 2014 to September 30, 2014, which Emmis consolidates into its results of operations for the period ended November 30, 2014 were $0.1 million and $0.7 million, respectively.

-15-


The following table summarizes the preliminary estimates of fair values of the identifiable assets acquired and liabilities assumed in the acquisition of Digonex as of June 16, 2014. The preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions until management's appraisals and estimates are finalized, which may result in adjustments to the preliminary values presented below (in thousands).
Cash
$
456

Other current and noncurrent assets
10

Goodwill
2,752

Other intangibles
6,180

Accounts payable and accrued expenses
(462
)
Other current liabilities and noncurrent liabilities
(1,139
)
Long-term debt
(3,600
)
Noncontrolling interests
(1,197
)
  Total purchase price, including assumed liabilities
3,000

Less: Cash acquired
(456
)
  Total purchase price, net of cash acquired
$
2,544

The goodwill recognized in the acquisition of Digonex is attributable to the assembled workforce and existing business processes. The $2.8 million of goodwill recognized in the transaction is included in our corporate and emerging technologies segment and is not deductible for tax purposes.
Other intangibles consist of patents of $5.2 million, a customer list intangible asset of $0.7 million and trademarks of $0.3 million. The patents are being amortized over 7 years, the customer list intangible asset is being amortized over 3 years and the trademarks are being amortized over 15 years.

Note 3. Share Based Payments
The amounts recorded as share based compensation expense consist of stock option and restricted stock grants, common stock issued to employees and directors in lieu of cash payments, and Preferred Stock contributed to the 2012 Retention Plan.
Stock Option Awards
The Company has granted options to purchase its common stock to employees and directors of the Company under various stock option plans at no less than the fair market value of the underlying stock on the date of grant. These options are granted for a term not exceeding 10 years and are forfeited, except in certain circumstances, in the event the employee or director terminates his or her employment or relationship with the Company. Generally, these options either vest annually over 3 years (one-third each year for 3 years), or cliff vest at the end of 3 years. The Company issues new shares upon the exercise of stock options.

The fair value of each option awarded is estimated on the date of grant using a Black-Scholes option-pricing model and expensed on a straight-line basis over the vesting period. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The Company includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of awards. The risk-free interest rate for periods within the life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following assumptions were used to calculate the fair value of the Company’s options on the date of grant during the nine months ended November 30, 2013 and 2014:
 
 
Nine Months Ended November 30,
 
2013
 
2014
Risk-Free Interest Rate:
0.6% - 1.5%
 
1.2% - 1.5%
Expected Dividend Yield:
0%
 
0%
Expected Life (Years):
4.3
 
4.3
Expected Volatility:
91.9% - 115.9%
 
69.0% - 73.9%


-16-


The following table presents a summary of the Company’s stock options outstanding at November 30, 2014, and stock option activity during the nine months ended November 30, 2014 (“Price” reflects the weighted average exercise price per share):
 
 
Options
 
Price
 
Weighted Average
Remaining
Contractual Term
 
Aggregate
Intrinsic
Value
Outstanding, beginning of period
6,984,605

 
$
3.74

 
 
 
 
Granted
571,219

 
2.90

 
 
 
 
Exercised (1)
737,706

 
0.56

 
 
 
 
Forfeited
25,000

 
0.70

 
 
 
 
Expired
986,610

 
17.45

 
 
 
 
Outstanding, end of period
5,806,508

 
1.75

 
6.8
 
$
4,839

Exercisable, end of period
2,551,090

 
1.92

 
5.3
 
$
2,371


(1) 
Cash received from option exercises for the nine months ended November 30, 2013 and 2014 was $0.1 million and $0.4 million, respectively. The Company recorded an income tax benefit relating to the options exercised during the nine months ended November 30, 2014 of $0.1 million. The Company did not record an income tax benefit relating to the options exercised during the nine months ended November 30, 2013.
The weighted average per share grant date fair value of options granted during the nine months ended November 30, 2013 and 2014, was $1.66 and $1.64, respectively.
A summary of the Company’s nonvested options at November 30, 2014, and changes during the nine months ended November 30, 2014, is presented below:
 
 
Options
 
Weighted Average
Grant Date
Fair Value
Nonvested, beginning of period
3,325,481

 
$
0.98

Granted
571,219

 
1.64

Vested
616,282

 
0.98

Forfeited
25,000

 
0.57

Nonvested, end of period
3,255,418

 
1.10

There were 3.1 million shares available for future grants under the Company’s various equity plans at November 30, 2014. The vesting dates of outstanding options at November 30, 2014 range from February 2015 to March 2018, and expiration dates range from March 2015 to September 2024.

Restricted Stock Awards
The Company grants restricted stock awards to directors annually, and periodically grants restricted stock to employees in connection with employment agreements. Awards to directors are granted on the date of our annual meeting of shareholders and vest on the earlier of (i) the completion of the director’s 3-year term or (ii) the third anniversary of the date of grant. Restricted stock award grants are granted out of the Company’s 2012 Equity Compensation Plan. The Company may also award, out of the Company’s 2012 Equity Compensation Plan, stock to settle certain bonuses and other compensation that otherwise would be paid in cash. Any restrictions on these shares may be immediately lapsed on the grant date.
The following table presents a summary of the Company’s restricted stock grants outstanding at November 30, 2014, and restricted stock activity during the nine months ended November 30, 2014 (“Price” reflects the weighted average share price at the date of grant):
 
 
Awards
 
Price
Grants outstanding, beginning of period
590,544

 
$
1.79

Granted
1,365,313

 
3.25

Vested (restriction lapsed)
1,218,222

 
3.10

Grants outstanding, end of period
737,635

 
2.33


-17-



The total grant date fair value of shares vested during the nine months ended November 30, 2013 and 2014, was $1.1 million and $3.8 million, respectively.
Preferred Stock and the 2012 Retention Plan
On April 2, 2012, the shareholders of the Company approved the 2012 Retention Plan and Trust Agreement (the “Trust” or the “2012 Retention Plan”) at a special meeting of shareholders. The Company contributed 400,000 shares of its Preferred Stock to the Trust in connection with the approval of the 2012 Retention Plan. Awards granted under the 2012 Retention Plan entitled the participants to receive a distribution two years from the date of shareholder approval of the plan, provided the participant was an employee upon inception of the plan and remained an employee through the vesting date. The Trustee of the plan was Jeffrey H. Smulyan, our Chairman of the Board, President and Chief Executive Officer.
On March 5, 2014, the Board of Directors of the Company approved the exercise of the Company's repurchase option under the Voting and Transfer Restriction Agreement with the Trustee of the 2012 Retention Plan and Trust. Pursuant to the exercise of that option, the Company repurchased 400,000 shares of Preferred Stock from the trustee in exchange for 975,848 shares of the Company's Class A Common Stock. On April 2, 2014, 975,848 shares of Class A Common Stock were distributed to employees who met the vesting requirements of the plan. The Company recognized approximately $1.4 million and $0.4 million of compensation expense related to the 2012 Retention Plan during the nine months ended November 30, 2013 and 2014, respectively. The issuance and vesting of these shares is reflected in the restricted stock table above.

Recognized Non-Cash Compensation Expense
The following table summarizes stock-based compensation expense and related tax benefits recognized by the Company during the three and nine months ended November 30, 2013 and 2014:
 
 
Three Months Ended November 30,
 
Nine Months Ended November 30,
 
2013
 
2014
 
2013
 
2014
Station operating expenses
$
4

 
$
83

 
$
1,470

 
$
553

Corporate expenses
467

 
514

 
2,083

 
1,575

Stock-based compensation expense included in operating expenses
471

 
597

 
3,553

 
2,128

Tax benefit

 
(300
)
 

 
(821
)
Recognized stock-based compensation expense, net of tax
$
471

 
$
297

 
$
3,553

 
$
1,307


As of November 30, 2014, there was $2.6 million of unrecognized compensation cost, net of estimated forfeitures, related to nonvested share-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately 1.6 years.


Note 4. Intangible Assets and Goodwill
Valuation of Indefinite-lived Broadcasting Licenses
In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s Federal Communications Commission (“FCC”) licenses are considered indefinite-lived intangibles. These assets, which the Company determined were its only indefinite-lived intangibles, are not subject to amortization, but are tested for impairment at least annually as discussed below.
The carrying amounts of the Company’s FCC licenses were $150.6 million and $219.6 million as of February 28, 2014 and November 30, 2014, respectively. The increase in FCC licenses is attributable to the purchase of WBLS-FM and WLIB-AM as further discussed in Note 2. Pursuant to Emmis’ accounting policy, stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA by another broadcaster. The Company generally performs its annual impairment test of indefinite-lived intangibles as of December 1 of each year. When indicators of impairment are present, the Company will perform an interim impairment test. During the quarter ended November 30, 2014, no new or additional impairment indicators emerged; hence, no interim impairment testing was warranted. These impairment tests may result in impairment charges in future periods.
Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses an

-18-


income valuation method when it performs its impairment tests. Under this method, the Company projects cash flows that would be generated by each of its units of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in each market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA.
Valuation of Goodwill
ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. The Company conducts the two-step impairment test on December 1 of each fiscal year, unless indications of impairment exist during an interim period. During the quarter ended November 30, 2014, no new or additional impairment indicators emerged; hence, no interim impairment testing was warranted. When assessing its goodwill for impairment, the Company uses an enterprise valuation approach to determine the fair value of each of the Company’s reporting units (radio stations grouped by market and magazines on an individual basis). Management determines enterprise value for each of its reporting units by multiplying the two-year average station operating income generated by each reporting unit (current year based on actual results and the next year based on budgeted results) by an estimated market multiple. The Company uses a blended station operating income trading multiple of publicly traded radio operators as a benchmark for the multiple it applies to its radio reporting units. There are no publicly traded publishing companies that are focused predominantly on city and regional magazines as is our publishing segment. Therefore, the market multiple used as a benchmark for our publishing reporting units has been based on recently completed transactions within the city and regional magazine industry or analyst reports that include valuations of magazine divisions within publicly traded media conglomerates. Management believes this methodology for valuing radio and publishing properties is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons and recent market transactions. To corroborate the step-one reporting unit fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit.
This enterprise valuation is compared to the carrying value of the reporting unit for the first step of the goodwill impairment test. If the reporting unit exhibits impairment, the Company proceeds to the second step of the goodwill impairment test. For its step-two testing, the enterprise value is allocated among the tangible assets, indefinite-lived intangible assets (FCC licenses valued using a direct-method valuation approach) and unrecognized intangible assets, such as customer lists, with the residual amount representing the implied fair value of the goodwill. To the extent the carrying amount of the goodwill exceeds the implied fair value of the goodwill, the difference is recorded as an impairment charge in the statement of operations.
The following table summarizes the Company's goodwill by segment as of February 28, 2014 and November 30, 2014. The increase to Radio goodwill is a result of the Company's acquisition of WBLS-FM and WLIB-AM. The increase to Corporate & Emerging Technologies goodwill is a result of the Company's acquisition of a controlling interest in Digonex. See Note 2 for more discussion of the Company's acquisitions.
 
As of February 28,
 
As of November 30,
 
2014
 
2014
Radio
$
4,603

 
$
63,549

Publishing
8,036

 
8,036

Corporate & Emerging Technologies

 
2,752

  Total Goodwill
$
12,639

 
$
74,337



-19-


Definite-lived intangibles
The Company’s definite-lived intangible assets consist of patents, customer lists, trademarks and a syndicated programming contract, all of which are amortized over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The following table presents the weighted-average useful life, gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at February 28, 2014 and November 30, 2014:
 
 
 
 
As of February 28, 2014
 
As of November 30, 2014
 
 
 
 
(in 000's)
 
 
Weighted Average Remaining Useful Life (in years)
 
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
 
Gross Carrying Amount
Accumulated Amortization
Net Carrying Amount
Trademarks
 
11.9
 
$
810

$
548

$
262

 
$
1,240

$
549

$
691

Patents
 
6.7
 



 
5,180

216

4,964

Customer list
 
2.6
 



 
1,015

121

894

Programming agreement
 
6.8
 



 
2,154

147

2,007

  TOTAL
 
 
 
$
810

$
548

$
262


$
9,589

$
1,033

$
8,556

Total amortization expense from definite-lived intangibles for the three-month and nine-month periods ended November 30, 2013 was less than $0.1 million. Total amortization expense from definite-lived intangibles for the three-month and nine-month periods ended November 30, 2014 was $0.4 million and $0.5 million, respectively. The following table presents the Company's estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangibles:
Year ended February 28 (29),
 
Expected Amortization Expense
 
 
(in 000's)
2015
 
920

2016
 
1,514

2017
 
1,514

2018
 
1,255

2019
 
1,076



-20-


Note 5. Long-term Debt
Long-term debt was comprised of the following at February 28, 2014 and November 30, 2014:

 
February 28,
2014
 
November 30,
2014
2012 Credit Agreement debt :
 
 
 
Revolver
$

 
$

Term Loan
54,000

 

Total 2012 Credit Agreement debt
54,000

 

 
 
 
 
2014 Credit Agreement debt :
 
 
 
Revolver

 
10,000

Term Loan

 
185,000

Total 2014 Credit Agreement debt

 
195,000

 
 
 
 
98.7FM non-recourse debt
74,942

 
71,567

Digonex non-recourse debt (1)

 
3,786

Less: Current maturities
(12,541
)
 
(6,263
)
Less: Unamortized original issue discount of Credit Agreement debt
(1,475
)
 
(6,648
)
Total long-term debt
$
114,926

 
$
257,442


(1) The face value of Digonex non-recourse debt is $6.2 million

2012 Credit Agreement
On December 28, 2012, Emmis Operating Company (“EOC”), a wholly owned subsidiary of Emmis, entered into a credit facility (the “2012 Credit Agreement”) to provide for total borrowings of up to $100 million, including (i) an $80 million term loan and (ii) a $20 million revolver, of which $5 million may be used for letters of credit. On June 10, 2014, Emmis entered into the 2014 Credit Agreement. In connection with the execution of the 2014 Credit Agreement, the 2012 Credit Agreement was terminated effective June 10, 2014, and all amounts outstanding under that agreement were paid in full. During the three months ended August 31, 2014, the Company recorded a loss on debt extinguishment of $1.5 million related to the termination of the 2012 Credit Agreement.

2014 Credit Agreement
On June 10, 2014, Emmis entered into the 2014 Credit Agreement, by and among the Company, EOC, as borrower (the “Borrower”), certain other subsidiaries of the Company, as guarantors (the “Subsidiary Guarantors”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Fifth Third Bank, as syndication agent.
The 2014 Credit Agreement includes a senior secured term loan facility (the “Term Loan”) of $185.0 million and a senior secured revolving credit facility of $20.0 million, and contains provisions for an uncommitted increase of up to $20.0 million principal amount (plus additional amounts so long as a pro forma total net senior secured leverage ratio condition is met) of the revolving credit facility and/or the Term Loan subject to the satisfaction of certain conditions. The revolving credit facility includes a sub-facility for the issuance of up to $5.0 million of letters of credit. Pursuant to the 2014 Credit Agreement, the Borrower borrowed $185.0 million of the Term Loan on June 10, 2014; $109.0 million was disbursed to the Borrower (the “Initial Proceeds”) and the remaining $76.0 million was funded into escrow (the “Subsequent Acquisition Proceeds”).
The Initial Proceeds, coupled with $13.0 million of revolving credit facility borrowings, were used by the Borrower on June 10, 2014 to repay all amounts outstanding under the 2012 Credit Agreement, to make a $55.0 million initial payment associated with our acquisition of WBLS-FM and WLIB-AM, and to pay fees and expenses. The Subsequent Acquisition Proceeds are expected to be used to make the final $76.0 million payment related to the acquisition of WBLS-FM and WLIB-AM. If the Subsequent Acquisition Proceeds are not fully used by February 17, 2015, they will be used to repay the Term Loan.
The Term Loan is due not later than June 10, 2021 and amortizes in an amount equal to 1% per annum of the total principal amount outstanding, payable in quarterly installments commencing April 1, 2015, with the balance payable on the maturity date. The revolving credit facility expires not later than June 10, 2019. An unused commitment fee of 50 basis points per annum will be payable quarterly on the average unused amount of the revolving credit facility. Prior to the Amendment to

-21-


the 2014 Credit Agreement discussed below, the Term Loan and amounts borrowed under the revolving credit facility bore interest, at the Borrower’s option, at either (i) the Alternate Base Rate (as defined in the 2014 Credit Agreement) (but not less than 2.00%) plus 3.75% or (ii) the Adjusted LIBO Rate (as defined in the 2014 Credit Agreement) (but not less than 1.00%) plus 4.75%.
Approximately $1.0 million of transaction fees related to the 2014 Credit Agreement were capitalized and are being amortized over the life of the 2014 Credit Agreement. These deferred debt costs are included in other assets, net in the condensed consolidated balance sheets. The 2014 Credit Agreement is carried on our condensed consolidated balance sheets net of an original issue discount. The original issue discount, which was $6.1 million as of the issuance of the debt on June 10, 2014 and $6.6 million as of November 30, 2014 (inclusive of the $1.0 million of transaction fees associated with the November 7, 2014 debt amendment discussed below), is being amortized as additional interest expense over the life of the 2014 Credit Agreement.
The obligations under the 2014 Credit Agreement are secured by a perfected first priority security interest in substantially all of the assets of the Company, the Borrower and the Subsidiary Guarantors.
On November 7, 2014, Emmis entered into the First Amendment (the “Amendment”) to the 2014 Credit Agreement. The Amendment (i) increases the maximum Total Leverage Ratio to 6.00:1.00 for the period February 28, 2015 through February 29, 2016, (ii) adjusts the definition of Consolidated EBITDA to exclude during the term of the 2014 Credit Agreement up to $5 million in severance and/or contract termination expenses and up to $2.5 million in losses attributable to the reformatting of the Company’s radio stations, (iii) extends the requirement for the Borrower to pay a 1.00% fee on certain prepayments of the Term Loan to November 7, 2015, (iv) increases the Applicable Margin by 0.25% for at least six months from the date of the Amendment and until the Total Leverage Ratio is less than 5.00:1.00, and (v) makes certain technical adjustments to the definition of Consolidated Excess Cash Flow and to address the Foreign Account Tax Compliance Act. Emmis paid a total of approximately $1.0 million of transaction fees to the Lenders that consented to the Amendment, which were recorded as original issue discount and are being amortized over the remaining life of the 2014 Credit Agreement. Capitalized terms in this paragraph not defined elsewhere in this document are defined in the 2014 Credit Agreement.
We were in compliance with all financial and non-financial covenants as of November 30, 2014. Our Total Leverage Ratio and Interest Coverage Ratio (each as defined in the 2014 Credit Agreement) requirements and actual amounts as of November 30, 2014 were as follows:
 
As of November 30, 2014
 
Covenant Requirement
 
Actual Results
Maximum Total Leverage Ratio
5.25 : 1.00
 
4.16 : 1.00
Minimum Interest Coverage Ratio
2.00 : 1.00
 
2.47 : 1.00
98.7FM Non-recourse Debt
On May 30, 2012, the Company, through wholly-owned, newly-created subsidiaries, issued $82.2 million of non-recourse notes. Teachers Insurance and Annuity Association of America, through a participation agreement with Wells Fargo Bank Northwest, National Association, is entitled to receive payments made on the notes. The notes are obligations only of the newly-created subsidiaries, are non-recourse to the rest of the Company and its subsidiaries, and are secured by the assets of the newly-created subsidiaries, including the payments made to the newly-created subsidiary related to the 98.7FM LMA, which are guaranteed by Disney Enterprises, Inc. The notes bear interest at 4.1%.
Digonex Non-recourse Debt
Digonex non-recourse notes payable consist of notes payable issued by Digonex, which were recorded at fair value on June 16, 2014, the date that Emmis acquired a controlling interest in Digonex (see Note 2). The notes payable, some of which are secured by the assets of Digonex, are non-recourse to the rest of the Company and its subsidiaries. The notes payable mature on December 31, 2017 and accrue interest at 5.0% per annum. Interest is due at maturity. The face value of the notes payable is $6.2 million. The Company is accreting the difference between this face value and the $3.6 million fair value of the notes payable recorded in the acquisition of its controlling interest of the business as interest expense over the remaining term of the notes payable.

-22-


Based on amounts outstanding at November 30, 2014, mandatory principal payments of long-term debt for the next five
years and thereafter are summarized below:
Year Ended
2014 Credit Agreement
 
Digonex
 
Total
February 28 (29),
Revolver
 
Term Loan
 
98.7FM Debt
 
Notes payable
 
Payments
2015
$

 
$

 
$
1,166

 
$

 
$
1,166

2016

 
1,850

 
4,990

 

 
6,840

2017

 
1,850

 
5,453

 

 
7,303

2018

 
1,850

 
6,039

 
6,199

 
14,088

2019

 
1,850

 
6,587

 

 
8,437

Thereafter
10,000

 
177,600

 
47,332

 

 
234,932

Total
$
10,000

 
$
185,000

 
$
71,567

 
$
6,199

 
$
272,766


Note 6. Liquidity
The Company continually projects its anticipated cash needs, which include its operating needs, capital needs, and principal and interest payments on its indebtedness. As of the filing of this Form 10-Q, management believes the Company can meet its liquidity needs through the end of fiscal year 2015 with cash and cash equivalents on hand and projected cash flows from operations. Based on these projections, management also believes the Company will be in compliance with its debt covenants through the end of fiscal year 2015.

Note 7. Fair Value Measurements
As defined in ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).
Recurring Fair Value Measurements
The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of February 28, 2014 and November 30, 2014. The financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.


-23-


 
As of November 30, 2014
 
Level 1
 
Level 2
 
Level 3
 
 
 
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Total
 
(in 000's)
Available for sale securities
$

 
$

 
$
6,750

 
$
6,750

Total assets measured at fair value on a recurring basis
$

 
$

 
$
6,750

 
$
6,750

 
 
 
 
 
 
 
 
 
As of February 28, 2014
 
Level 1
 
Level 2
 
Level 3
 
 
 
Quoted Prices
in Active
Markets for
Identical Assets
or Liabilities
 
Significant
Other
Observable
Inputs
 
Significant
Unobservable
Inputs
 
Total
 
(in 000's)
Available for sale securities
$

 
$

 
$
6,750

 
$
6,750

Total assets measured at fair value on a recurring basis
$

 
$

 
$
6,750

 
$
6,750

Share-based compensation arrangement
$
714

 
$

 
$

 
$
714

Interest rate swap agreement

 
94

 

 
94

Total liabilities measured at fair value on a recurring basis
$
714

 
$
94

 
$

 
$
808


Available for sale securities — Emmis’ available for sale securities are investments in preferred stock of companies that are not traded in active markets. The investments are recorded at fair value, which is generally estimated using significant unobservable market parameters, resulting in a level 3 categorization. The carrying value of our preferred stock investments is determined by using implied valuations of recent rounds of financing and by other corroborating evidence, including the application of various valuation methodologies including option-pricing and discounted cash flow based models. Our available for sale securities are included in other noncurrent assets in the accompanying condensed consolidated balance sheets.

Share-based compensation arrangement — Emmis’ 2012 Retention Plan and Trust discussed in Note 3 was recorded at fair value on a recurring basis. As the fair value of the 2012 Retention Plant and Trust was tied to quoted prices of Emmis stock, it was considered a level 1 measurement. The share-based compensation arrangement was settled during the three months ended May 31, 2014.
Interest rate swap agreement — Emmis’ derivative financial instruments consisted solely of an interest rate cash flow hedge in which the Company paid a fixed rate and received a variable interest rate that was observable based upon a forward interest rate curve and was therefore considered a level 2 measurement. The interest rate swap agreement was settled during the three months ended August 31, 2014.
The following table shows a reconciliation of the beginning and ending balances for fair value measurements using significant unobservable inputs:
 
For the Nine Months Ended November 30,
 
2013
 
2014
 
Available
For Sale
Securities
 
Available
For Sale
Securities
Beginning Balance
$
6,500

 
$
6,750

Purchases
250

 

Ending Balance
$
6,750

 
$
6,750



-24-


Non-Recurring Fair Value Measurements
The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that include those described in Note 4, Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 4 for more discussion).
Fair Value of Other Financial Instruments
Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition. Refer to Note 2 for the fair values of assets acquired and liabilities assumed in connection with the Company's acquisitions.
The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts.
The following methods and assumptions were used to estimate the fair value of financial instruments:
- Cash and cash equivalents: The carrying amount of these assets approximates fair value because of the short maturity of these instruments.
- Contract settlement receivable: As discussed in Note 2, the Company settled a contract with YMF in June 2014. As of November 30, 2014, YMF owes Emmis $1.5 million, which is reflected in other current assets in the accompanying condensed consolidated balance sheets. Emmis expects to fully collect the receivable prior to February 28, 2015 and believes that the carrying amount of the receivable approximates its fair value given the short duration of the instrument and is considered a level 3 measurement.
- 2014 Credit Agreement debt: As of November 30, 2014, the fair value and carrying value, excluding original issue discount, of the Company's 2014 Credit Agreement debt was $194.0 million and $195.0 million, respectively. The Company's estimate of fair value was based on quoted prices of this instrument and is considered a Level 2 measurement.
- Other long-term debt: The Company’s 98.7FM non-recourse debt and Digonex non-recourse debt is not actively traded and is considered a level 3 measurement. The Company believes the current carrying value of its other long-term debt approximates its fair value.


Note 8. Segment Information
The Company’s operations are aligned into three business segments: (i) Radio, (ii) Publishing and (iii) Corporate & Emerging Technologies. Emerging Technologies includes our TagStation, NextRadio and Digonex businesses. These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses are not allocated to reportable segments. The Company’s segments operate exclusively in the United States. Beginning in the quarter ended August 31, 2014, the Company reports results of its Emerging Technologies activities with its Corporate activities. Results from Emerging Technologies were reclassified from the Radio segment in the prior periods presented below and are not material.
The accounting policies as described in the summary of significant accounting policies included in the Company’s Annual Report filed on Form 10-K, for the year ended February 28, 2014, and in Note 1 to these condensed consolidated

-25-


financial statements, are applied consistently across segments.
 
 
 
 
 
 
 
 
Three Months Ended November 30, 2014
Radio
 
Publishing
 
Corporate & Emerging Technologies
 
Consolidated
Net revenues
44,905

 
17,906

 
149

 
$
62,960

Station operating expenses excluding and depreciation and amortization expense
28,683

 
15,005

 
1,252

 
44,940

Corporate expenses excluding depreciation and amortization expense

 

 
3,241

 
3,241

Hungary license litigation and related expenses
188

 

 

 
188

Depreciation and amortization
806

 
62

 
614

 
1,482

Gain on contract settlement

 

 

 

Loss on disposal of fixed assets
3

 

 

 
3

Operating income (loss)
$
15,225

 
$
2,839

 
$
(4,958
)
 
$
13,106

 
 
 
 
 
 
 
 
Three Months Ended November 30, 2013
Radio
 
Publishing
 
Corporate & Emerging Technologies
 
Consolidated
Net revenues
34,811

 
17,767

 
43

 
$
52,621

Station operating expenses excluding depreciation and amortization expense
22,540

 
15,031

 
977

 
38,548

Corporate expenses excluding depreciation and amortization expense

 

 
3,653

 
3,653

Hungary license litigation and related expenses
500

 

 

 
500

Depreciation and amortization
618

 
56

 
544

 
1,218

Gain on sale of fixed assets
(9
)
 

 

 
(9
)
Operating income (loss)
$
11,162

 
$
2,680

 
$
(5,131
)
 
$
8,711

Nine Months Ended November 30, 2014
Radio
 
Publishing
 
Corporate & Emerging Technologies
 
Consolidated
Net revenues
137,493

 
46,697

 
318

 
$
184,508

Station operating expenses excluding LMA fees and depreciation and amortization expense
87,213

 
44,458

 
2,488

 
134,159

Corporate expenses excluding depreciation and amortization expense

 

 
11,472

 
11,472

LMA fees
4,208

 

 

 
4,208

Hungary license litigation and related expenses
472

 

 

 
472

Depreciation and amortization
2,315

 
180

 
1,931

 
4,426

Gain on contract settlement
(2,500
)
 

 

 
(2,500
)
Operating income (loss)
$
45,785

 
$
2,059

 
$
(15,573
)
 
$
32,271

Nine Months Ended November 30, 2013
Radio
 
Publishing
 
Corporate & Emerging Technologies
 
Consolidated
Net revenues
112,967

 
45,135

 
72

 
$
158,174

Station operating expenses excluding depreciation and amortization expense
72,733

 
43,770

 
1,695

 
118,198

Corporate expenses excluding depreciation and amortization expense

 

 
13,123

 
13,123

Hungary license litigation and related expenses
1,795

 

 

 
1,795

Depreciation and amortization
1,816

 
179

 
1,612

 
3,607

Gain on sale of fixed assets
(10
)
 

 

 
(10
)
Operating income (loss)
$
36,633

 
$
1,186

 
$
(16,358
)
 
$
21,461


-26-



 
As of February 28, 2014
 
Radio
 
Publishing
 
Corporate & Emerging Technologies
 
Consolidated
Total assets
$
210,161

 
$
21,809

 
$
33,378

 
$
265,348

 
 
 
 
 
 
 
 
 
As of November 30, 2014
 
Radio
 
Publishing
 
Corporate & Emerging Technologies
 
Consolidated
Total assets
$
354,498

 
$
23,234

 
$
118,480

 
$
496,212


The increase in Radio segment assets primarily relates to the acquisition of WBLS-FM and WLIB-AM. The increase in Corporate and Emerging Technologies segment assets primarily relates to the restricted cash held for the second closing of our acquisition of WBLS-FM and WLIB-AM. See Note 2 for more discussion of our acquisitions.


Note 9. Regulatory, Legal and Other Matters
Emmis is a party to various legal proceedings arising in the ordinary course of business. In the opinion of management of the Company, however, there are no legal proceedings pending against the Company that we believe are likely to have a material adverse effect on the Company.
Emmis and certain of its officers and directors were named as defendants in a lawsuit filed April 16, 2012 by certain holders of Preferred Stock (the “Lock-Up Group”) in the United States District Court for the Southern District of Indiana entitled Corre Opportunities Fund, LP, et al. v. Emmis Communications Corporation, et al. The plaintiffs alleged, among other things, that Emmis and the other defendants violated various provisions of the federal securities laws and breached fiduciary duties in connection with Emmis’ entry into total return swap agreements and voting agreements with certain holders of Emmis Preferred Stock, as well as by issuing shares of Preferred Stock to Emmis’ 2012 Retention Plan and Trust (the “Trust”) and entering into a voting agreement with the trustee of the Trust. The plaintiffs also alleged that Emmis violated certain provisions of Indiana corporate law by directing the voting of the shares of Preferred Stock subject to the total return swap agreements (the “Swap Shares”) and the shares of Preferred Stock held by the Trust (the “Trust Shares”) in favor of certain amendments to Emmis’ Articles of Incorporation.
Emmis filed an answer denying the material allegations of the complaint, and filed a counterclaim seeking a declaratory judgment that Emmis could legally direct the voting of the Swap Shares and the Trust Shares in favor of the proposed amendments.
On August 31, 2012, the U.S. District Court denied the plaintiffs' request for a preliminary injunction. Plaintiffs subsequently filed an amended complaint seeking monetary damages and dismissing all claims against the individual officer and director defendants. On February 28, 2014, the U.S. District Court issued a ruling in favor of Emmis on all counts. In March 2014, the Plaintiffs filed with the U.S. Court of Appeals for the Seventh Circuit an appeal of the U.S. District Court's decision. The U.S. Court of Appeals for the Seventh Circuit heard oral arguments in this case on December 5, 2014. Emmis is defending this lawsuit vigorously.
On July 7, 2014, individuals who had been seeking to overturn the FCC’s approval of the transfer of the broadcast licenses for WBLS-FM and WLIB-AM from entities associated with Inner City Broadcasting to YMF (the entities that subsequently sold the two stations to Emmis) filed with the U.S. Court of Appeals for the District of Columbia Circuit a Notice of Appeal of the FCC’s approval of the transfer. Based upon the facts alleged in the Notice of Appeal and the extensive precedent of courts not overturning FCC approvals of transfers of broadcast licenses except in exceedingly rare circumstances, Emmis believes the appeal is without merit.
Certain individuals and groups have challenged applications for renewal of the FCC licenses of certain of the Company’s stations and challenged the transfer from YMF to Emmis of the FCC licenses for WBLS-FM and WLIB-AM. These challenges are currently pending before the FCC. Emmis does not expect the challenges to result in the denial of any license renewals or the revocation of the WBLS-FM and WLIB-AM transfers.


-27-


Note 10. Income Taxes
The effective income tax rate was 47% for the nine months ended November 30, 2014. Our effective tax rate was higher than our estimated annual effective tax rate of 40% principally due to a discrete expense of $0.9 million we recorded during the period. This expense related to the effect of increasing our statutory rate by 1% on existing deferred tax liabilities due to changes in state tax laws and the effect of the WBLS-FM and WLIB-AM LMA and related acquisition on our income apportionments. This discrete expense is partially offset during the nine months ended November 30, 2014 by a discrete benefit of $0.6 million related to the loss on debt extinguishment the Company recorded during the period.
The effective income tax rate was 6% for the nine months ended November 30, 2013. During the nine months ended November 30, 2013, the Company recorded a valuation allowance for its net deferred tax assets, including its net operating loss carryforwards.


Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

Note: Certain statements included in this report or in the financial statements contained herein which are not statements of historical fact, including but not limited to those identified with the words “expect,” “should,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:
general economic and business conditions;
fluctuations in the demand for advertising and demand for different types of advertising media;
our ability to service our outstanding debt;
competition from new or different media and technologies;
loss of key personnel;
increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate to more directly compete with a station we operate in the same market;
our ability to attract and secure programming, on-air talent, writers and photographers;
inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;
increases in the costs of programming, including on-air talent;
new or changing regulations of the Federal Communications Commission or other governmental agencies;
changes in radio audience measurement methodologies;
war, terrorist acts or political instability; and other factors mentioned in other documents filed by the Company with the Securities and Exchange Commission.
For a more detailed discussion of these and other risk factors, see the Risk Factors section of our Annual Report on Form 10-K, for the year ended February 28, 2014. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.


GENERAL
We are a diversified media company. We own and operate radio and publishing properties located in the United States. Our revenues are mostly affected by the advertising rates our entities charge, as advertising sales represent approximately 70% of our consolidated revenues. These rates are in large part based on our entities’ ability to attract audiences/subscribers in demographic groups targeted by their advertisers. The Nielsen Company generally measures radio station ratings in our domestic markets on a weekly basis using a passive digital system of measuring listening (the Portable People Meter). Because audience ratings in a station’s local market are critical to the station’s financial success, our strategy is to use market research and advertising and promotion to attract and retain audiences in each station’s chosen demographic target group.
Our revenues vary throughout the year. As is typical in the broadcasting industry, our revenues and operating income are usually lowest in our fourth fiscal quarter.

-28-


In addition to the sale of advertising time for cash, stations typically exchange advertising time for goods or services, which can be used by the station in its business operations. These barter transactions are recorded at the estimated fair value of the product or service received. We generally confine the use of such trade transactions to promotional items or services for which we would otherwise have paid cash. In addition, it is our general policy not to preempt advertising spots paid for in cash with advertising spots paid for in trade.
The following table summarizes the sources of our revenues for the three-month and nine-month periods ended November 30, 2013 and 2014. The category “Non Traditional” principally consists of ticket sales and sponsorships of events our stations and magazines conduct in their local markets. The category “Other” includes, among other items, network revenues and barter. 
 
Three Months Ended November 30,
 
Nine Months Ended November 30,
 
2013
 
% of Total
 
2014
 
% of Total
 
2013
 
% of Total
 
2014
 
% of Total
 
(Dollars in thousands)
 
 
 
 
 
 
 
 
Net revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Local
$
27,553

 
52.4
%
 
$
32,883

 
52.2
%
 
$
83,655

 
52.9
%
 
$
100,192

 
54.3
%
National
8,843

 
16.8
%
 
10,836

 
17.2
%
 
25,057

 
15.8
%
 
28,392

 
15.4
%
Political
212

 
0.4
%
 
677

 
1.1
%
 
452

 
0.3
%
 
1,363

 
0.7
%
Publication Sales
1,701

 
3.2
%
 
1,572

 
2.5
%
 
4,801

 
3.0
%
 
4,607

 
2.5
%
Non Traditional
4,026

 
7.7
%
 
5,764

 
9.2
%
 
16,095

 
10.2
%
 
19,025

 
10.3
%
LMA Fees
2,638

 
5.0
%
 
2,583

 
4.1
%
 
7,878

 
5.0
%
 
7,749

 
4.2
%
Digital
2,982

 
5.7
%
 
3,379

 
5.4
%
 
8,669

 
5.5
%
 
10,192

 
5.5
%
Other
4,666

 
8.8
%
 
5,266

 
8.3
%
 
11,567

 
7.3
%
 
12,988

 
7.1
%
Total net revenues
$
52,621

 
 
 
$
62,960

 
 
 
$
158,174

 
 
 
$
184,508

 
 

As previously mentioned, we derive approximately 70% of our net revenues from advertising sales. Our radio stations derive a higher percentage of their advertising revenues from local sales than our publishing entities. In the three-month period ended November 30, 2014, local sales, excluding political revenues, represented approximately 81% and 64% of our advertising revenues for our radio and publishing divisions, respectively.
No customer represents more than 10% of our consolidated net revenues. Our top ten categories for radio represent approximately 62% and 61% of our radio division’s total advertising net revenues for the nine-month periods ended November 30, 2013 and 2014, respectively. The automotive industry was the largest category for our radio division for the nine-month periods ended November 30, 2013 and 2014, representing approximately 12% and 13% of our radio net revenues, respectively.
The majority of our expenses are fixed in nature, principally consisting of salaries and related employee benefit costs, office and tower rent, utilities, property and casualty insurance and programming-related expenses. However, approximately 20% of our expenses vary in connection with changes in revenues. These variable expenses primarily relate to sales commissions, music license fees and bad debt reserves. In addition, costs related to our marketing and promotions department are highly discretionary and incurred primarily to maintain and/or increase our audience and market share.
KNOWN TRENDS AND UNCERTAINTIES
Although advertising revenues have stabilized following the 2008 economic recession, radio revenue growth remains challenged. Management believes this is principally the result of two factors: (1) new media, such as various media distributed via the Internet, telecommunication companies and cable interconnects, as well as social networks, have gained advertising share against radio and other traditional media and created a proliferation of advertising inventory and (2) the fragmentation of the radio audience and time spent listening caused by satellite radio, internet radio, and digital audio sales has led some investors and advertisers to conclude that the effectiveness of radio advertising has diminished.

The Company and the radio industry have begun several initiatives to address these issues. The radio industry is working aggressively to increase the number of smartphones and other wireless devices that contain an enabled FM tuner. Most smartphones currently sold in the United States contain an FM tuner. However, most wireless carriers in the United States do not permit the FM tuner to receive the free over-the-air local radio stations it was designed to receive. Furthermore, in many countries outside the United States, enabled FM tuners are made available to smartphone consumers; consequently, radio listening increases. Activating FM as a feature on smartphones sold in the United States has the potential to increase radio listening and improve perception of the radio industry while offering network providers the benefits of a proven emergency notification system, reduced network congestion from audio streaming services, and a host of new revenue generating

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applications. Emmis is at the leading edge of this initiative and has developed TagStation®, a cloud-based software platform that allows a broadcaster to manage album art, meta data and enhanced advertising on its various broadcasts, and NextRadio®, a smartphone application that marries over-the-air FM radio broadcasts with visual and interactive features, as an industry solution to make the user experience of listening to free over-the-air radio broadcasts on their enabled smartphones a rich experience.
On August 9, 2013, NextRadio LLC, a wholly-owned subsidiary of Emmis, entered into an agreement with Sprint whereby Sprint agreed to pre-load the Company's NextRadio smartphone application in a minimum of 30 million FM-enabled wireless devices on the Sprint wireless network over a three-year period. In return, NextRadio LLC agreed to pay Sprint $15 million per year in equal quarterly installments over the three year term and to share with Sprint certain revenue generated by the NextRadio application. During the nine months ended November 30, 2013 and 2014, Emmis' funding of NextRadio's obligation to Sprint was $0.8 million and $0.4 million, respectively. These amounts are included in station operating expenses in the accompanying condensed consolidated statements of operations. Emmis has not guaranteed NextRadio LLC's performance under this agreement and Sprint does not have recourse to any Emmis related entity other than NextRadio LLC. Additionally, the agreement does not limit the ability of NextRadio LLC to place the NextRadio application on FM-enabled devices on other wireless networks. Through November 30, 2014, the NextRadio application had not generated a material amount of revenue.
In December 2014, NextRadio LLC remitted $3.4 million of the $3.75 million due to Sprint for the sixth quarterly installment. Emmis funded approximately $0.1 million of the sixth quarterly installment. NextRadio LLC is in discussions with other radio broadcasters and companies involved in the radio industry to effect a long-term funding solution. The radio industry continues to work with other leading United States network providers, device manufacturers, regulators and legislators to cause FM tuners to be enabled in all smartphones.
Emmis granted the U.S. radio industry (as defined in the funding agreements) a call option on substantially all of the assets used in the NextRadio and TagStation businesses in the United States. The call option may be exercised in August 2017 or August 2019 by paying Emmis a purchase price equal to the greater of (i) the appraised fair market value of the NextRadio and TagStation businesses, or (ii) two times Emmis' cumulative investments in the development of the businesses. If the call option is exercised, the businesses will continue to be subject to the operating limitations applicable today, and no radio operator will be permitted to own more than 30% of the NextRadio and TagStation businesses.
Along with the rest of the radio industry, the majority of our stations have deployed HD Radio®. HD Radio offers listeners advantages over standard analog broadcasts, including improved sound quality and additional digital channels. In addition to offering secondary channels, the HD Radio spectrum allows broadcasters to transmit other forms of data. We are participating in a joint venture with other broadcasters to provide the bandwidth that a third party uses to transmit location-based data to hand-held and in-car navigation devices. The number of radio receivers incorporating HD Radio has increased in the past year, particularly in new automobiles. It is unclear what impact HD Radio will have on the markets in which we operate.
In addition to our efforts to increase the number of smartphones and other wireless devices that contain an enabled FM tuner, we are working with iBiquity Digital Corporation, the developer of HD Radio, to innovate the way people interact with radio in their cars. We are jointly working to develop an integrated automotive platform that combines the technologies and services of HD Radio, NextRadio, and TagStation. We plan to strengthen radio’s position in the digital dashboard of today’s vehicles by supplementing the over-the-air audio content people already know and love with synchronous album art, song and artist information, contesting, advertising, etc., using a data connection either through the vehicle itself or via a connected mobile device.
The Company has also aggressively worked to harness the power of broadband and mobile media distribution in the development of emerging business opportunities by becoming one of the fifteen largest streaming audio providers in the United States, developing highly interactive websites with content that engages our listeners, using SMS texting and deploying mobile applications, harnessing the power of digital video on our websites and YouTube channels, and delivering real-time traffic to navigation devices.
The results of our radio operations are heavily dependent on the results of our stations in the New York and Los Angeles markets. These markets account for approximately 50% of our radio net revenues. On June 10, 2014 the Company completed the first closing of its acquisition of substantially all of the assets, business, properties and rights of WBLS-FM and WLIB-AM in New York. See Note 2 to our condensed consolidated financial statements for more discussion.
During the nine months ended November 30, 2014, KPWR-FM in Los Angeles and our New York cluster, which includes WQHT-FM, WBLS-FM and WLIB-AM, experienced revenue performance that was better than their respective markets. Our addition of WBLS-FM and WLIB-AM under an LMA on March 1, 2014 in New York enhanced our ability to adapt to

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competitive environment shifts in that market, but our single station in the Los Angeles market has less ability to adapt. Furthermore, some of our competitors that operate larger station clusters in New York and Los Angeles are able to leverage their market share to extract a greater percentage of available advertising revenue through packaging a variety of advertising inventory at discounted unit rates and may be able to realize operating efficiencies by programming multiple stations in these markets.
Although we outperformed the New York market during the nine months ended November 30, 2014, gross revenues for the New York market as reported by Miller Kaplan Arase LLP ("Miller Kaplan"), an independent public accounting firm used by the radio industry to compile revenue information, decreased 7.3% as compared to the same period of the prior year. While the New York market has strengthened in recent months, the year-to-date weakness may lead us to revise one or more of our major assumptions involved in our annual impairment tests of FCC licenses we will perform as of December 1, 2014. Subsequent to the acquisition of WBLS-FM and WLIB-AM on June 10, 2014, the New York market cluster represents approximately $71.6 million or 33% of our FCC licenses, exclusive of our FCC license in which the radio station is being programmed by another broadcaster pursuant to an LMA for which impairment is measured separately. The FCC license of the New York station being operated pursuant to an LMA totaled $60.5 million as of November 30, 2104. A change in one or more of our major assumptions could result in an impairment charge related to our FCC licenses.
As part of our business strategy, we continually evaluate potential acquisitions of radio stations, publishing properties and other businesses that we believe hold promise for long-term appreciation in value and leverage our strengths. However, Emmis' 2014 Credit Agreement substantially limits our ability to make acquisitions. We also regularly review our portfolio of assets and may opportunistically dispose of assets when we believe it is appropriate to do so.

CRITICAL ACCOUNTING POLICIES
Critical accounting policies are defined as those that encompass significant judgments and uncertainties, and potentially lead to materially different results under different assumptions and conditions. We believe that our critical accounting policies are those described below.
Revenue Recognition
Broadcasting revenue is recognized as advertisements are aired. Publication revenue is recognized in the month of delivery of the publication. Both broadcasting revenue and publication revenue recognition is subject to meeting certain conditions such as persuasive evidence that an arrangement exists and collection is reasonably assured. These criteria are generally met at the time the advertisement is aired for broadcasting revenue and upon delivery of the publication for publication revenue. Advertising revenues presented in the financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues. LMA fee revenue is recognized on a straight-line basis over the term of the LMA.
Allowance for Doubtful Accounts
An allowance for doubtful accounts is recorded based on management’s judgment of the collectability of receivables. When assessing the collectability of receivables, management considers, among other things, historical loss experience and existing economic conditions.
FCC Licenses and Goodwill
We have made acquisitions in the past for which a significant amount of the purchase price was allocated to FCC licenses and goodwill assets. As of November 30, 2014, we have recorded approximately $293.9 million in goodwill and FCC licenses, which represents approximately 59% of our total assets.
In the case of our U.S. radio stations, we would not be able to operate the properties without the related FCC license for each property. FCC licenses are renewed every eight years; consequently, we continually monitor our stations’ compliance with the various regulatory requirements. Historically, all of our FCC licenses have been renewed at the end of their respective periods, and we expect that all FCC licenses will continue to be renewed in the future. We consider our FCC licenses to be indefinite-lived intangibles.
We do not amortize goodwill or other indefinite-lived intangible assets, but rather test for impairment at least annually or more frequently if events or circumstances indicate that an asset may be impaired. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by Accounting Standards Codification (“ASC”) Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA by another broadcaster.

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We complete our annual impairment tests as of December 1 of each year and perform additional interim impairment testing whenever triggering events suggest such testing is warranted.

Valuation of Indefinite-lived Broadcasting Licenses
Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses an income valuation method when it performs its impairment tests. Under this method, the Company projects cash flows that would be generated by each of its units of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in each market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control.
Valuation of Goodwill
ASC Topic 350 requires the Company to test goodwill for impairment at least annually using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. The Company conducts the two-step impairment test on December 1 of each fiscal year, unless indications of impairment exist during an interim period. When assessing its goodwill for impairment, the Company uses an enterprise valuation approach to determine the fair value of each of the Company’s reporting units (radio stations grouped by market and magazines on an individual basis). Management determines enterprise value for each of its reporting units by multiplying the two-year average station operating income generated by each reporting unit (current year based on actual results and the next year based on budgeted results) by an estimated market multiple. The Company uses a blended station operating income trading multiple of publicly traded radio operators as a benchmark for the multiple it applies to its radio reporting units. There are no publicly traded publishing companies that are focused predominantly on city and regional magazines as is our publishing segment. Therefore, the market multiple used as a benchmark for our publishing reporting units is based on recently completed transactions within the city and regional magazine industry or analyst reports that include valuations of magazine divisions within publicly traded media conglomerates. Management believes this methodology for valuing radio and publishing properties is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons and recent market transactions. To corroborate the step-one reporting unit fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit.
This enterprise valuation is compared to the carrying value of the reporting unit for the first step of the goodwill impairment test. If the reporting unit exhibits impairment, the Company proceeds to the second step of the goodwill impairment test. For its step-two testing, the enterprise value is allocated among the tangible assets, indefinite-lived intangible assets (FCC licenses valued using a direct-method valuation approach) and unrecognized intangible assets, such as customer lists, with the residual amount representing the implied fair value of the goodwill. To the extent the carrying amount of the goodwill exceeds the implied fair value of the goodwill, the difference is recorded as an impairment charge in the statement of operations.
Deferred Taxes
The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and amounts recorded for income tax purposes. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. If the Company determines that a deferred tax asset is not likely to be realized, a valuation allowance will be established against that asset to record it at its expected realizable value.

Estimate of Effective Tax Rates
We estimate the effective tax rates and associated liabilities or assets for each legal entity within Emmis. These estimates are based upon our interpretation of United States and local tax laws as they apply to our legal entities and our overall tax structure. Audits by local tax jurisdictions, including the United States Government, could yield different interpretations from our own and cause the Company to owe more taxes than originally recorded. We utilize advisors in the various tax jurisdictions to evaluate our position and to assist in our calculation of our tax expense and related assets and liabilities.

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