-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q4BIlvXbphZvKydYNcDYQ/IdVYSTBQlkdy6WiH+yH5t7zxhjeHS1kktAuAStg9G4 RG5u2qEKT0Od6NUcRxzSLA== 0000783005-98-000010.txt : 19980930 0000783005-98-000010.hdr.sgml : 19980930 ACCESSION NUMBER: 0000783005-98-000010 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980716 ITEM INFORMATION: FILED AS OF DATE: 19980929 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-23264 FILM NUMBER: 98717350 BUSINESS ADDRESS: STREET 1: 950 NORTH MERIDIAN STREET STE 1200 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: EMMIS BROADCASTING CORP STREET 2: 950 N MERIDAN STREET CITY: INDIAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K/A 1 ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 16, 1998 EMMIS COMMUNICATIONS CORPORATION (Exact name of registrant as specified in its charter) Indiana 0-23264 35-1542018 (State or jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 950 North Meridian Street, Suite 1200 Indianapolis, Indiana 46204 (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (317) 266-0100 Not applicable (Former name or former address, if changed since last report) ============================================================================= ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS FINANCIAL STATEMENTS OF BUSINESSES TO BE ACQUIRED: Audited financial statements for SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries at and for the years ended December 28, 1997 and December 29, 1996, and December 31, 1995 and unaudited financial statements for SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries at and for the three months ended March 29, 1998 and the three months ended March 30, 1997 are incorporated by reference from the Company's Current Report on Form 8-K filed May 7, 1998. Combined Balance Sheets of SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries as of June 28, 1998 and December 28,1997. Combined Statements of Operations of SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries for the three and six months ended June 28, 1998 and June 29, 1997. Combined Statements of Cash Flows of SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries for the six months ended June 28, 1998 and June 29, 1997. Notes to Combined Financial Statements. Unaudited Pro Forma Condensed Consolidated Balance Sheet of Emmis Communications Corporation and Subsidiaries as of May 31, 1998. Unaudited Pro Forma Condensed Consolidated Statement of Operations of Emmis Communications Corporation and Subsidiaries for the Year Ended February 28, 1998. Unaudited Pro Forma Condensed Consolidated Statement of Operations of Emmis Communications Corporation and Subsidiaries for the Three Months Ended May 31, 1998. SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries Combined Balance Sheet (Dollars in thousands)
June 28, December 28, 1998 1997 -------- -------------- (Unaudited) Current Assets: Cash and cash equivalents $ 1,300 $ 670 Accounts receivable, net 11,989 13,595 Due from stockholders - 834 Current portion of program license rights, net 3,191 5,781 Prepaid expenses and Other 856 638 ------- ------- Total current assets 17,336 21,518 Fixed assets, net 15,838 15,425 Program license rights, excluding current portion 1,450 1,455 Broadcast licenses, net 245,286 248,590 Deferred charges, net 1,130 1,629 Other 435 - ------- ------- Total assets $281,475 $288,617 ======= ======= Current Liabilities: Accounts payable and accrued expenses $ 8,134 $ 3,728 Due to related party - - Current portion of program license rights payable 3,547 7,465 Broadcast facility, current portion 14,100 11,734 Other 1,369 288 ------- ------- Total current liabilities 27,150 23,215 Program license rights payable, excluding current portion 1,482 2,448 Deferred income taxes 4,754 4,754 Broadcast facility, excluding current portion 51,088 58,110 Notes payable to stockholders 1,155 1,115 Other 4,140 4,401 ------- ------- Total liabilities 89,769 94,043 Shareholders' Equity: Class A Common Stock, $.01 par value; 1,100 shares authorized, 550 issued and outstanding - - Class B Common Stock. $.01 par value; 550 shares authorized, 550 issued and outstanding - - Preferred Stock, $.01 par value; 3,000 shares authorized, issued and outstanding, liquidation preference of $0 per share - - Class A Preferred Stock, $.01 par value; 26,000 shares authorized, issued and outstanding, liquidation preference of $1,000 per share - - Class B Preferred Stock, $.01 par value; 10,000 shares authorized, issued and outstanding, liquidation preference of $1,000 per share - - Additional paid-in capital 217,302 211,994 Accumulated deficit (25,596) (17,420) ------- ------- Total shareholders' equity 191,706 194,574 ------- ------- Total liabilities and shareholders' equity $281,475 $288,617 ======= =======
See accompanying notes to combined financial statements. SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries Combined Statements of Operations (Dollars in thousands)
Three months ended Six months ended June 28, June 29, June 28, June 29, 1998 1997 1998 1997 ------- ------- ------- ------- Revenues: (Unaudited) Broadcasting revenues $14,731 $14,318 $27,320 $26,899 Other revenues 779 847 1,676 1,821 ------ ------ ------ ------ Gross revenues 15,510 15,165 28,996 28,720 Less agency commissions 1,987 1,936 3,654 3,671 ------ ------ ------ ------ Net revenues 13,523 13,229 25,342 25,049 Operating expenses: Selling, general and administrative 3,338 3,059 6,277 6,196 Operating 5,973 5,795 12,168 11,741 Amortization of program license rights 851 727 1,787 1,448 Depreciation and amortization 2,486 2,275 4,936 4,561 Corporate overhead 618 294 1,051 841 ------ ------ ------ ------ 13,266 12,150 26,219 24,787 ------ ------ ------ ------ Operating income (loss) 257 1,079 (877) 262 Other income (expense): Interest income 15 9 35 18 Amortization of deferred financing costs and non-cash interest (146) (155) (276) (276) Interest expense (1,354) (1,585) (2,792) (3,422) ------ ------ ------ ------ Income (loss) before income taxes and extraordinary item (1,228) (652) (3,910) (3,418) Provision (benefit)for income taxes - (396) - 792 ------ ------ ------ ------ Income (loss) before extraordinary item (1,228) (256) (3,910) (4,210) Extraordinary item - - - (350) ------ ------ ------ ------ Net income (loss) $(1,228) $ (256) $(3,910) $(4,560) ====== ====== ====== ======
See accompanying notes to combined financial statements. SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries Combined Statements of Cash Flows (Dollars in thousands)
Three months ended June 28, June 29, 1998 1997 ---------- --------- (Unaudited) Net cash provided by operating activities $ 6,065 $ 1,265 INVESTING ACTIVITIES Purchase of fixed assets (1,821) (1,799) ------ ------ Net cash used in investing activities (1,821) (1,799) FINANCING ACTIVITIES Payments under Broadcast Facility (4,656) (18,000) Capital activity 1,042 18,842 ------ ------ Net cash provided by (used in) financing activities (3,614) 842 ------ ------ Net change in cash and cash equivalents 630 308 Cash and cash equivalents at beginning of period 670 1,259 ------ ------ Cash and cash equivalents at end of period $ 1,300 $ 1,567 ====== ====== SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $2,606 $3,770 ====== ======
See accompanying notes to combined financial statements. SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries Notes to Combined Financial Statements June 28, 1998 Note 1. General ------- The accompanying unaudited combined quarterly financial information includes the accounts of SF Broadcasting for the three and six months ended June 28, 1998 and June 29, 1997, and have been prepared, without audit, in accordance with generally accepted accounting principles for interim financial information and the rules and regulations of the Securities and Exchange Commission. The combined financial statements presented herein include all material adjustments (consisting of normal and recurring matters) which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for such periods. However, these results are not necessarily indicative of results for any other interim period or for the results that may be expected for the full year. Certain information and footnote disclosures in connection with the unaudited combined quarterly financial information that would normally be included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Note 2. Subsequent Event ---------------- On July 16, 1998, SF Broadcasting sold substantially all of its assets to Emmis Communications Corporation and Subsidiaries ("Emmis") for a cash purchase price of $307 million. SF Broadcasting received cash of $282 million and a one-year $25 million promissory note bearing interest at 8.0%. A portion of the proceeds from the sale were used to retire amounts outstanding under the broadcast facility. Emmis Communications Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Financial Information The accompanying financial information presents the unaudited pro forma condensed consolidated balance sheet of Emmis Communications Corporation (f/k/a Emmis Broadcasting Corporation) and Subsidiaries ("Emmis" or the "Company") as of May 31, 1998 and the unaudited pro forma condensed consolidated statement of operations for the year ended February 28, 1998 and the three month period ended May 31, 1998. The unaudited pro forma condensed consolidated balance sheet reflects (i) the offering and sale by Emmis of 4.6 million shares of its Class A Common Stock (the "Offering") and the execution and funding of a new credit facility (the "New Credit Facility") to replace Emmis' existing credit facility (the "Prior Credit Facility"), (ii) the June 5, 1998 acquisition by Emmis of radio station WQCD-FM, New York, New York from Tribune New York Radio, Inc. for a cash purchase price of approximately $141 million after adjustments (the "WQCD Acquisition), and (iii) the July 16, 1998 acquisition by Emmis of substantially all the assets of television stations WVUE-TV, New Orleans, Louisiana; WALA-TV, Mobile, Alabama; WLUK-TV, Green Bay, Wisconsin; and KHON-TV, Honolulu, Hawaii for a cash purchase price of approximately $307 million after adjustments (the "SF Acquisition" or "SF Stations"), as if such transactions had occurred as of May 31, 1998. The unaudited pro forma condensed consolidated statement of operations of the Company for the year ended February 28, 1998 reflects adjustments to the condensed consolidated historical operating data of the Company to give effect to (i) the acquisition of WKKX-FM, WALC-FM, WALC-AM, WTLC-FM, WTLC-AM and Texas Monthly ("the Consummated Acquisitions") and the disposition of WALC-AM, all of which occurred during the year ended February 28, 1998, (ii) the New Credit Facility, and the Offering, (iii) the WQCD Acquisition, and (iv) the SF Acquisition, as if such transactions had occurred as of March 1, 1997. The unaudited pro forma condensed consolidated statement of operations of the Company for the three month period ended May 31, 1998 reflects adjustments to the condensed consolidated historical operating data of the Company to give effect to (i) the New Credit Facility and the Offering, (ii) the WQCD Acquisition, and (iii) the SF Acquisition, as if such transactions had occurred as of March 1, 1998. Preparation of the pro forma condensed consolidated financial information was based on assumptions deemed appropriate by management. The assumptions give effect to the acquisitions under the purchase method of accounting in accordance with generally accepted accounting principles. The pro forma condensed consolidated financial information is unaudited and is not necessarily indicative of the results which actually would have occurred if the financing activities, the acquisitions and disposition had been consummated at the beginning of the periods presented, nor does it purport to represent the future financial position and results of operations for future periods. The pro forma information should be read in conjunction with the historical financial statements of (i) Emmis Broadcasting Corporation and Subsidiaries' Annual Report on Form 10-K for the year ended February 28, 1998, (ii) Tribune New York Radio, Inc. (WQCD-FM) for the year ended December 28, 1997 which appears in the Company's Current Report on Form 8-K filed May 7, 1998, and (iii) SF Broadcasting of Wisconsin, Inc. and SF Multistations, Inc. and Subsidiaries for the year ended December 28, 1997 which appears in the Company's Current Report on Form 8-K filed May 7, 1998. Emmis Communications Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Balance Sheet May 31, 1998 (Dollars in thousands)
New Credit Facility/ WQCD SF Pro Actual Offering Acquisition Acquisition Forma ------- ---------- ----------- ----------- ------- Current Assets: Cash and cash equivalents $ 8,555 $(1,276)(1) $ - $ - $ 7,279 Accounts receivable, net 37,928 - - - 37,928 Income tax refund receivable 3,722 1,367(2) - - 5,089 Prepaid expenses and Other 9,848 - - 8,347(5) 18,195 ------ ------ ------- ------- ------- Total current assets 60,053 91 - 8,347 68,491 ------ ------ ------- ------- ------- Property and equipment, net 39,373 - 1,304(4) 32,584(5) 73,261 Intangible assets, net 232,324 - 202,060(4) 292,541(5) 726,925 Other assets, net 47,883 8,000(2) - 2,888(5) 30,353 (3,418)(2) (25,000)(5) - ------- ------ ------- ------- ------- Total assets $379,633 $ 4,673 $203,364 $311,360 $899,030 ======= ====== ======= ======= ======= Current Liabilities: Current maturities of long-term debt $ 41 $ - $ - $ 25,000(5) $25,041 Accounts payable 14,191 - - - 14,191 Television program rights payable - - - 8,347(5) 8,347 Accrued salaries and commissions 2,876 - - - 2,876 Accrued interest 1,276 (1,276)(1) - - - Deferred revenue 7,928 - - - 7,928 Other current liabilities 1,514 - 20,042(4) 6,106(5) 27,662 ------- ------- ------ ------ ------ Total current liabilities 27,826 (1,276) 20,042 39,453 86,045 Long-term debt, net of current maturities 274,466 (173,900)(3) 128,000(4) 257,000(5) 485,566 Television program rights payable - - - 2,782 2,782 Other noncurrent liabilities 553 - - 12,125(5) 12,678 Minority interest 868 - - - 868 Deferred income taxes 26,559 - 55,322(4) - 81,881 ------- ------ ------- ------ ------ Total liabilities 330,272 (175,176) 203,364 311,360 669,820 ------- ------ ------- ------ ------ Shareholders' Equity: Class A Common Stock 85 46(3) - - 131 Class B Common Stock 26 - - - 26 Additional paid-in capital 74,959 181,854(3) - - 256,813 Accumulated deficit (25,538) (2,051)(2) - - (27,589) Cumulative translation adjustments (171) - - - (171) ------- ------- ------- ------- ------- Total shareholders' equity 49,361 179,849 - - 229,210 ------- ------- ------- ------- ------- Total liabilities and shareholders' equity $379,633 $ 4,673 $203,364 $311,360 $899,030 ======= ======= ======= ======= =======
(1) Reflects payment of accrued interest for the debt retired. (2) Reflects (i) write off of deferred debt issuance costs, related to the Prior Credit Facility, due to entering into the New Credit Facility ($3,418) and the tax effects thereof ($1,367) and (ii) deferral of estimated debt issuance costs incurred in connection with entering into the New Credit Facility ($8,000). (3) Reflects application of the $181,900 net proceeds from the Offering resulting from the issuance of 4.6 million shares of Class A Common Stock at $42.00 per share to partially repay ($173,900) amounts outstanding under the Prior Credit Facility and to pay costs associated with the New Credit Facility ($8,000). (4) Reflects the contractual cash purchase price of WQCD of $141,000 less $13,000 for cash purchase price adjustments relating to taxes. The funding of the purchase price reflects $128,000 in borrowings under the New Credit Facility. The net purchase price plus $20,042 of net current tax liabilities assumed and $55,322 of deferred tax liabilities have been allocated to property and equipment based on a preliminary appraisal. The remaining residual purchase price is allocated to broadcast licenses and goodwill. (5) Reflects the SF Acquisition for a cash purchase price of $307,000 plus assumed program rights payable, estimated acquisition-related costs and purchase accounting adjustments of $29,360. The purchase price was funded by a $25,000 advance payment held in escrow, a one-year $25,000 promissory note and $257,000 in borrowings under the New Credit Facility. Pledged as collateral for the promissory note is $25,000 of the Company's Class A Common Stock. At the option of the Company, the promissory note may be paid with either cash or an equivalent amount of the Company's Class A Common Stock. The Company intends to pay this obligation in cash. The total purchase price has been allocated to property and equipment and television program rights (included in other current and noncurrent assets) based on a preliminary appraisal. The remaining residual purchase price is allocated to broadcast licenses. Emmis Communications Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Year Ended February 28, 1998 (Dollars in thousands, except per share data)
Consummated New Credit Acquisitions/ Facility/ WQCD SF Pro Actual Dispositions Offering Acquisition Acquisition Forma ------- ----------- -------- --------- ---------- ------ Net broadcasting revenues $125,855 $ 1,975(3) $ - $ 6,773(8) $52,934(10) $187,537 Broadcasting operating expenses 67,646 1,430(3) - 3,570(8) 35,247(10) 107,893 Publication and other revenue, net of operating expenses 1,204 2,572(3) - - - 3,776 International business development expenses 999 - - - - 999 Corporate expenses 6,846 - - - 1,940(10) 8,786 Time brokerage fee 5,667 - - (5,667)(8) - - Amortization of television program rights - - - - 3,528(7) 3,528 Depreciation and amortization 7,536 3,540(3) - 5,238(7) 11,968(7) 28,282 Noncash compensation 4,882 - - - - 4,882 ------- ------ ------ ------ ------ ------- Operating income (loss) 33,483 (423) - 3,632 251 36,943 Other income (expense): Interest expense (1) (13,772) (3,832)(3) 14,331(4) (10,193)(9) (24,608)(11) (39,416) (1,342)(5) Loss on donation of radio station (4,833) 4,833(3) - - - - Other income, net 6 - - - 55(10) 61 ------- ------ ------ ------ ------ ------- Total other income (expense) (18,599) 1,001 12,989 (10,193) (24,553) (39,355) ------- ------ ------ ------ ------ ------- Income (loss) before income taxes 14,884 578 12,989 (6,561) (24,302) (2,412) Provision (benefit) for income taxes (2) 5,900 200 4,400 (2,200) (8,280) 20 ------- ------ ------ ------ ------ ------ Net income (loss) $ 8,984 $ 378 $ 8,589 $(4,361) $(16,022) $(2,432) ======= ====== ====== ====== ====== ====== Basic net income (loss) per share $ .82 $( .16) ======= ======= Diluted net income (loss) per share $ .79 $( .16) ======= ======= Weighted average common shares outstanding: Basic 10,903,333 4,600,000(6) 15,503,333 Diluted 11,377,765 4,600,000(6) 15,503,333(12)
(1) Adjustments for pro forma interest expense for the year ended February 28, 1998 assume a weighted average interest rate of 7.964% resulting from borrowings under the New Credit Facility, assuming the Consummated Acquisitions/Disposition, the WQCD Acquisition, and the SF Acquisition had occurred as of the beginning of the year. (2) Calculated using a statutory tax rate of 40% of taxable income. (3) Includes the Consummated Acquisitions and the disposition of WALC-AM, assuming the acquisitions and disposition occurred at the beginning of the year. (4) Reflects elimination of interest expense and amortization of debt issuance costs and interest rate caps resulting from repayment of borrowings under the Prior Credit Facility by application of $173,900 million of the assumed net proceeds of the Offering and repayment of remaining borrowings under the Prior Credit Facility ($41,100 million) by borrowings under the New Credit Facility. (5) Reflects amortization of debt issuance costs and interest rate caps related to entering into the New Credit Facility. (6) Reflects issuance of 4.6 million shares of Class A Common Stock at $42.00 per share resulting from the Offering. (7) Reflects twelve months of pro forma depreciation of property and equipment and amortization of intangibles and television program righs resulting from the allocation of the purchase price of the stations. (8) Reflects the historical results of WQCD-FM in New York City for the period from March 1, 1997 to June 30, 1997. Actual operating results for the period from July 1, 1997 to February 28, 1998 are reflected in historical operations because the Company began operating the station on July 1, 1997 under a time brokerage agreement. The time brokerage fees have been eliminated for pro forma purposes. (9) Pro forma interest expense reflects the cash purchase price of the radio station of $141,000 less $13,000 for adjustments relating to taxes. The net purchase price was funded 100% by borrowings under the New Credit Facility. (10) Represents the historical operating results of the SF Stations for the year ended December 28, 1997. (11) Pro forma interest expense reflects the cash purchase price of the stations of $307,000 plus interest associated with purchase accounting adjustments. The purchase price was funded by a $25,000 promissory note to the sellers bearing interest at 8.0% and $282,000 in borrowings under the New Credit Facility. (12) Due to net loss, weighted average common shares outstanding for diluted net income (loss) per share is the same as weighted average common shares outstanding for basic net income (loss) per share. Emmis Communications Corporation and Subsidiaries Unaudited Pro Forma Condensed Consolidated Statement of Operations For the Three Months Ended May 31, 1998 (Dollars in thousands, except per share data)
New Credit Facility/ WQCD SF Pro Actual Offering Acquisition Acquisition Forma -------- ---------- ----------- ----------- ---------- Net broadcasting revenues $ 35,429 $ - $ - $11,819 (9) $47,248 Broadcasting operating expenses 20,068 - - 9,134 (9) 29,202 Publication and other revenue, net of operating expenses 1,463 - - - 1,463 International business development expenses 207 - - - 207 Corporate expenses 1,957 - - 432(9) 2,389 Time brokerage fee 2,125 - (2,125)(7) - - Amortization of television program rights - - - 882(6) 882 Depreciation and amortization 3,407 - 1,309 (6) 2,992(6) 7,708 Noncash compensation 424 - - - 424 ------- ----- ----- ------ ------ Operating income (loss) 8,704 - 816 (1,621) 7,899 ------- ----- ----- ------ ------ Other income (expense): Interest expense (1) (5,508) 2,854(3) (2,548)(8) (5,654)(10) (11,192) (336)(4) Other income, net 1,319 - - 21(9) 1,340 ------- ----- ----- ------ ------ Total other income (expense) (4,189) 2,518 (2,548) (5,633) (9,852) ------- ----- ----- ------ ------ Income (loss) before income taxes 4,515 2,518 (1,732) (7,254) (1,953) Provision (benefit) for income taxes (2) 2,400 900 (600) (2,500) 200 ------- ----- ----- ------ ------ Net income (loss) $ 2,115 $1,618 (1,132) $(4,754) $(2,153) ======= ===== ===== ====== ====== Basic net income (loss) per share $ .19 $( .14) ====== ====== Diluted net income (loss) per share $ .18 $( .14) ====== ====== Weighted average common shares outstanding: Basic 11,018,141 4,600,000(5) 15,618,141 Diluted 11,490,116 4,600,000(5) 15,618,141(11)
(1) Adjustments for pro forma interest expense for the three months ended May 31, 1998, assume a weighted average interest rate of 7.964% resulting from borrowings under the New Credit Facility, assuming the WQCD Acquisition, and the SF Acquisition, had occurred as of the beginning of the period. (2) Calculated using a statutory tax rate of 38% of taxable income. (3) Reflects elimination of interest expense and amortization of debt issuance costs and interest rate caps resulting from repayment of borrowings under the Prior Credit Facility by application of $173,900 of the assumed net proceeds of the Offering and repayment of remaining borrowings under the Prior Credit Facility ($83,100) by borrowings under the New Credit Facility. (4) Reflects amortization of debt issuance costs and interest rate caps related to entering into the New Credit Facility. (5) Reflects issuance of 4.6 million shares of Class A Common Stock at $42.00 per share resulting from the Offering. (6) Reflects three months of pro forma depreciation of property and equipment and amortization of intangibles and television program rights resulting from the allocation of the purchase price of the stations. (7) Actual operating results for the period from March 1, 1998 to May 31, 1998 for WQCD-FM in New York City are reflected in historical operations because the Company began operating the station on July 1, 1997 under a time brokerage agreement. The time brokerage fees have been eliminated for pro forma purposes. (8) Pro forma interest expense for the three months ended May 31, 1998 reflects the cash purchase price of the radio station of $141,000 less $13,000 for adjustments relating to taxes. The net purchase price was funded 100% by borrowings under the New Credit Facility. (9) Represents the historical operating results of the SF Stations for the three months ended March 29, 1998. (10) Pro forma interest expense for the three months ended March 29, 1998 reflects the cash purchase price of the stations of $307,000 plus interest associated with purchase accounting adjustments. The purchase price was funded by $25,000 held in escrow, a $25,000 promissory note to the sellers bearing interest at 8.0% and $257,000 in borrowings under the New Credit Facility. (11) Due to net loss, weighted average common shares outstanding for diluted net income (loss) per share is the same as weighted average common shares outstanding for basic net income (loss) per share. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EMMIS COMMUNICATIONS CORPORATION Date: September 29, 1998 By: /s/ Howard L. Schrott ------------------------ Howard L. Schrott Executive Vice President, Chief Financial Officer and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----