XML 31 R12.htm IDEA: XBRL DOCUMENT v3.19.1
Long-term Debt
12 Months Ended
Feb. 28, 2019
Debt Disclosure [Abstract]  
Long-term Debt

5. LONG-TERM DEBT

Long-term debt was comprised of the following at February 28, 2018 and 2019:

 

 

 

As of

February

28, 2018

 

 

As of

February

28, 2019

 

Revolver

 

$

9,000

 

 

$

 

Term Loan

 

 

69,451

 

 

 

25,000

 

Total 2014 Credit Agreement debt

 

 

78,451

 

 

 

25,000

 

Other nonrecourse debt (1)

 

 

9,992

 

 

 

10,074

 

98.7FM nonrecourse debt

 

 

53,919

 

 

 

47,332

 

Current maturities

 

 

(16,037

)

 

 

(32,150

)

Unamortized original issue discount

 

 

(3,476

)

 

 

(1,499

)

Total long-term debt

 

$

122,849

 

 

$

48,757

 

 

(1)

The face value of other nonrecourse debt was $10.2 million at February 28, 2018 and 2019.

On April 12, 2019, Emmis refinanced its 2014 Credit Agreement debt. See Note 16 for more discussion of our new long-term debt.

2014 Credit Agreement Debt

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”) and the lenders party thereto. Capitalized terms in this section not defined elsewhere in this 10-K are defined in the 2014 Credit Agreement and related amendments.

The 2014 Credit Agreement consisted of remaining balances of a term loan ($69.5 million and $25.0 million as of February 28, 2018 and 2019, respectively), and as of February 28, 2018, a revolving credit facility balance of $9.0 million. Our revolving credit facility, which had a maximum commitment of $20.0 million, expired on August 31, 2018. The revolving credit facility included a sub-facility for the issuance of up to $5.0 million of letters of credit. No letters of credit were outstanding during the periods presented in the accompanying consolidated financial statements.

The term loan was due not later than April 18, 2019. Amounts outstanding under the 2014 Credit Agreement bore interest, at the Company’s option, at either (i) the Alternate Base Rate (but not less than 2.00%) plus 6.00% or (ii) the Adjusted LIBO Rate plus 7.00% . Effective July 18, 2018, any principal payments on the term loans thereafter must be accompanied by a fee to the lenders equal to 2% of the amount being repaid. In addition, on each ninety day anniversary after July 18, 2018, such fee increased by an additional 0.5% and the interest rate on amounts outstanding increased by 0.5%. The weighted average borrowing rate of amounts outstanding related to the 2014 Credit Agreement was 8.7% and 10.5% at February 28, 2018 and 2019, respectively.

Our 2014 Credit Agreement debt was carried net of an unamortized original issue discount of $0.1 million as of February 28, 2019. The original issue discount was amortized as additional interest expense over the life of the 2014 Credit Agreement.

The 2014 Credit Agreement required mandatory prepayments for, among other things, proceeds from the sale of assets, insurance proceeds and Consolidated Excess Cash Flow (as defined in the 2014 Credit Agreement).

The obligations under the 2014 Credit Agreement were secured by a perfected first priority security interest in substantially all of the assets of the Company, the Borrower and the Subsidiary Guarantors.

The 2014 Credit Agreement required the Company to comply with certain financial and non-financial covenants. These covenants included a Total Leverage Ratio covenant of 4.00:1.00. Our Total Leverage Ratio for the year ended February 28, 2019 was 2.24:1.00. We were in compliance with all financial and non-financial covenants as of February 28, 2019.

98.7FM Nonrecourse Debt

On May 30, 2012, the Company, through wholly-owned, newly-created subsidiaries, issued $82.2 million of nonrecourse 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’s 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%.

Our 98.7FM nonrecourse debt is carried net of an unamortized original issue discount of $1.4 million as of February 28, 2019. The original issue discount is being amortized as additional interest expense over the life of the 98.7FM nonrecourse debt.

Other Nonrecourse Debt

Digonex issued $6.2 million of notes payable prior to Emmis’ acquisition of a controlling interest of Digonex on June 16, 2014. Emmis recorded these notes at fair value in its purchase price allocation as of June 16, 2014. The difference between the fair value recorded on June 16, 2014 and the face value of the notes is being accreted as additional interest expense through the maturity date of the notes. The notes are obligations of Digonex only and are non-recourse to the rest of Emmis’ subsidiaries. Approximately $1.5 million of the Digonex notes are secured by the assets of Digonex and the remaining $4.7 million are unsecured. The notes bear simple interest at 5% with interest due at maturity of the notes on December 31, 2020.

NextRadio, LLC issued $4.0 million of notes payable. As of February 28, 2019, these notes bear interest at 2.0%.The first interest payment on these notes was due on August 15, 2018. As of May 9, 2019, NextRadio, LLC has not made any interest payments to the lender. Although there are no penalties for nonpayment of interest, the lender, at its election, may convert the notes and all unpaid interest to senior preferred equity of Next Radio, LLC’s parent entity, TagStation, LLC. The lender has given notice of its intent to convert the notes to senior preferred equity of TagStation, LLC, but the steps required to effect this conversion as defined in the loan agreement have not yet been completed. These notes are obligations of NextRadio LLC and TagStation, LLC and are non-recourse to the rest of Emmis’ subsidiaries. TagStation, LLC and NextRadio, LLC never achieved profitability, with their losses having expanded in recent years as a result of investments in data attribution capabilities.  During the year ended February 28, 2019, Emmis decided to cease further investments in TagStation, LLC and NextRadio, LLC. As a result, these businesses have reduced the scale of their operations to absolute minimum functionality and have terminated the employment of all of their employees.

Based on amounts outstanding at February 28, 2019, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below:

 

Year ended February 28 (29),

 

Term Loan

 

 

98.7FM

Debt

 

 

Other

Nonrecourse Debt

 

 

Total

 

2020

 

$

25,000

 

 

$

7,150

 

 

$

 

 

$

32,150

 

2021

 

 

 

 

 

7,755

 

 

 

6,239

 

 

 

13,994

 

2022

 

 

 

 

 

8,394

 

 

 

4,000

 

 

 

12,394

 

2023

 

 

 

 

 

9,069

 

 

 

 

 

 

9,069

 

2024

 

 

 

 

 

9,783

 

 

 

 

 

 

9,783

 

Thereafter

 

 

 

 

 

5,181

 

 

 

 

 

 

5,181

 

Total

 

$

25,000

 

 

$

47,332

 

 

$

10,239

 

 

$

82,571