XML 33 R14.htm IDEA: XBRL DOCUMENT v3.19.1
Acquisitions And Dispositions
12 Months Ended
Feb. 28, 2019
Discontinued Operations And Disposal Groups [Abstract]  
ACQUISITIONS AND DISPOSITIONS

7. ACQUISITIONS AND DISPOSITIONS

For the year ended February 28, 2019

Sale of St. Louis radio stations

On April 30, 2018, Emmis closed on its sale of substantially all of the assets of its radio stations in St. Louis in two separate transactions. In one transaction, Emmis sold the assets of KSHE-FM and KPNT-FM to affiliates of Hubbard Radio. In the other transaction, Emmis sold the assets of KFTK-FM and KNOU-FM to affiliates of Entercom Communications Corp. At closing, Emmis received aggregate proceeds of $60.0 million. After deducting estimated taxes payable and transaction-related expenses, net proceeds totaled approximately $40.5 million and were used to repay term loan indebtedness under Emmis’ senior credit facility. The taxes payable as a result of the transactions were not immediately due, so we repaid amounts outstanding under our revolver and we held excess cash on our balance sheet to enhance our liquidity position. Emmis recorded a $32.1 million gain on the sale of its St. Louis radio stations.

The St. Louis radio stations were operated pursuant to an LMA from March 1, 2018 through the closing of the transactions on April 30, 2018. Affiliates of Hubbard Radio and Entercom Communications Corp paid an LMA fee to Emmis totaling $0.7 million during this period, which is included in net revenues in the accompanying consolidated statements of operations and in the summary of our St. Louis radio station results included below.

In connection with the sale of our St. Louis stations, the Company originally recorded $1.2 million of restructuring charges related to the involuntary termination of employees and estimated cease-use costs related to our leased St. Louis office facility, net of estimated sublease rentals. During the three months ended November 30, 2018, the Company revised its estimate of cease-use costs related to the St. Louis office facility, which resulted in an additional charge of $0.2 million. These charges are included in the gain on sale of radio and publishing assets, net of disposition costs in the accompanying consolidated statements of operations. The table below summarizes the activity related to our restructuring charge for the year ended February 28, 2019.

 

 

 

For the year ended

 

 

 

February 28, 2019

 

Restructuring charges and estimated lease cease-use costs, beginning balance

 

$

 

Restructuring charges and estimated lease cease-use costs, St. Louis radio stations sale

 

 

1,424

 

Payments, net of accretion

 

 

(325

)

Restructuring charges and estimated lease cease-use costs unpaid and outstanding

 

$

1,099

 

 

The St. Louis stations had historically been included in our Radio segment. The following table summarizes certain operating results of the St. Louis stations for all periods presented. Pursuant to Accounting Standards Codification 205-20-45-6, interest expense associated with the required term loan repayment associated with the sale of the St. Louis stations is included in the results below. The sale of the St. Louis stations did not qualify for reporting as a discontinued operation as it did not represent a strategic shift for the Company as described in Accounting Standards Codification 205-20-45. The following table summarizes certain operating results of the St. Louis stations for all periods presented.

 

 

 

For the year ended February 28,

 

 

 

2017

 

 

2018

 

 

2019

 

Net revenues

 

$

23,851

 

 

$

24,238

 

 

$

711

 

Station operating expenses, excluding depreciation and amortization expense

 

 

18,464

 

 

 

20,071

 

 

 

505

 

Depreciation and amortization

 

 

502

 

 

 

558

 

 

 

 

Impairment loss

 

 

1,293

 

 

 

 

 

 

 

Gain on sale of radio assets, net of disposition costs

 

 

 

 

 

 

 

 

(32,148

)

Loss on sale of fixed assets

 

 

123

 

 

 

 

 

 

 

Operating income

 

 

3,469

 

 

 

3,609

 

 

 

32,354

 

Interest expense

 

 

2,910

 

 

 

3,379

 

 

 

592

 

Income before income taxes

 

 

559

 

 

 

230

 

 

 

31,762

 

 

For the year ended February 28, 2018

Sale of KPWR-FM

On August 1, 2017, Emmis closed on its sale of substantially all of the assets of KPWR-FM for gross proceeds of approximately $80.1 million to affiliates of the Meruelo Group. Under the terms of the Fourth Amendment to Emmis’ senior credit facility, Emmis was required to enter into definitive agreements to sell assets that generated at least $80 million of proceeds by January 18, 2018 and to close on such transactions following receipt of required regulatory approvals. The sale of KPWR-FM satisfied these requirements. Emmis found it more advantageous to sell its standalone radio station in Los Angeles than to sell other assets to meet this requirement. After payment of transaction costs and withholding for estimated tax obligations, net proceeds totaled approximately $73.6 million and were used to repay term loan indebtedness under Emmis’ senior credit facility. Emmis recorded a $76.7 million gain on the sale of KPWR-FM.

KPWR-FM was operated pursuant to an LMA from July 1, 2017 through the closing of the sale on August 1, 2017. Affiliates of the Meruelo Group paid an LMA fee to Emmis totaling $0.4 million during this period, which is included in net revenues in the accompanying consolidated statements of operations and in the summary of KPWR-FM results included below.

KPWR-FM had historically been included in our Radio segment. The following table summarizes certain operating results of KPWR-FM for all periods presented. Pursuant to Accounting Standards Codification 205-20-45-6, interest expense associated with the required term loan repayment associated with the sale of KPWR-FM is included in the results below. The sale of KPWR-FM did not qualify for reporting as a discontinued operation as it did not represent a strategic shift for the Company as described in Accounting Standards Codification 205-20-45. The following table summarizes certain operating results of KPWR-FM for all periods presented.

 

 

 

For the year ended February 28,

 

 

 

2017

 

 

2018

 

 

2019

 

Net revenues

 

$

24,379

 

 

$

7,819

 

 

$

 

Station operating expenses, excluding depreciation and amortization expense

 

 

16,933

 

 

 

6,651

 

 

 

 

Depreciation and amortization

 

 

401

 

 

 

63

 

 

 

 

Gain on sale of assets, net of disposition costs

 

 

 

 

 

(76,745

)

 

 

 

Operating income

 

 

7,045

 

 

 

77,850

 

 

 

 

Interest expense

 

 

5,223

 

 

 

2,479

 

 

 

 

Income before income taxes

 

 

1,822

 

 

 

75,371

 

 

 

 

 

For the year ended February 28, 2017

Sale of Los Angeles Magazine, Atlanta Magazine, Cincinnati Magazine and Orange Coast Magazine

On February 28, 2017, Emmis closed on its sale of substantially all of the assets of Los Angeles Magazine, Atlanta Magazine, Cincinnati Magazine and Orange Coast Magazine (the “Hour Magazines”) for gross proceeds of $6.5 million to Hour Media Group, LLC. The Company previously announced that it was exploring strategic alternatives for its publishing division, excluding Indianapolis Monthly. Emmis decided to sell most of its publishing assets to reduce debt outstanding. Emmis received net proceeds of $2.9 million, consisting of the stated purchase price of $6.5 million, less $0.7 million held in escrow and disposition costs totaling $2.9 million. The $2.9 million of disposition costs primarily relate to $1.6 million of employee-related costs, including severance, and transaction advisory fees of $1.0 million. The funds held in escrow secured Emmis’ post-closing indemnification obligations in the purchase agreement and were scheduled to be released six months after the closing of the transaction. The release of these funds from escrow was subsequently litigated. The parties agreed to settle this dispute in May 2018. As part of the mutual settlement, all claims and counterclaims were dismissed with Emmis and Hour receiving $0.45 million and $0.2 million, respectively. The Company recognized a loss of $0.2 million related to this settlement during the year ended February 28, 2019, which is included in (gain) loss on sales of assets, net of disposition costs in the accompanying consolidated financial statements. After settling retention bonuses to affected employees, substantially all of the net proceeds were used to repay term loan indebtedness under Emmis’ senior credit facility. Emmis recorded a $2.7 million gain on the sale of the Hour Magazines. The Hour Magazines had historically been included in our Publishing segment. This disposal did not qualify for reporting as a discontinued operation as it did not represent a strategic shift for the Company as described in Accounting Standards Codification 205-20-45. The following table summarizes certain operating results of the Hour Magazines for all periods presented. Pursuant to Accounting Standards Codification 205-20-45-6, interest expense associated with the required term loan repayment associated with the sale of the Hour Magazines is included in the magazines’ results below.

 

 

 

For the year ended February 28,

 

 

 

2017

 

 

2018

 

 

2019

 

Net revenues

 

$

29,112

 

 

$

 

 

$

 

Station operating expenses, excluding depreciation and amortization expense

 

 

31,076

 

 

 

172

 

 

 

35

 

Depreciation and amortization

 

 

122

 

 

 

 

 

 

 

(Gain) loss on sale of publishing assets, net of disposition costs

 

 

(2,677

)

 

 

141

 

 

 

331

 

Operating income (loss)

 

 

591

 

 

 

(313

)

 

 

(366

)

Interest expense

 

 

179

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

412

 

 

 

(313

)

 

 

(366

)

 

Sale of Terre Haute, Indiana radio stations

On January 30, 2017, Emmis closed on its sale of substantially all of the assets of its radio stations in Terre Haute, Indiana, in two contemporaneous transactions. In one transaction, Emmis sold the assets of WTHI-FM and the intellectual property of WWVR-FM to Midwest Communications, Inc. In the other transaction, Emmis sold the assets of WFNF-AM, WFNB-FM, WWVR-FM (other than the intellectual property for that station) and an FM translator to DLC Media, Inc. The Company previously announced that it was exploring strategic alternatives for these radio stations. Emmis believed that operating stations in Terre Haute, Indiana was not a core part of its radio strategy and its strong market position in the Terre Haute market would be attractive to potential buyers. At closing, Emmis received gross proceeds of approximately $5.2 million for both transactions. After payment of brokerage and other transaction costs, net proceeds totaled $4.8 million and were used to repay term loan indebtedness under Emmis’ senior credit facility. Emmis recorded a $3.5 million gain on the sale of its Terre Haute radio stations. The Terre Haute radio stations had historically been included in our Radio segment. This disposal did not qualify for reporting as a discontinued operation as it did not represent a strategic shift for the Company as described in Accounting Standards Codification 205-20-45. The following table summarizes certain operating results of our Terre Haute radio stations for all periods presented. Pursuant to Accounting Standards Codification 205-20-45-6, interest expense associated with the required term loan repayment associated with the sale of the Terre Haute radio stations is included in the stations’ results below.

 

 

 

For the year ended February 28,

 

 

 

2017

 

 

2018

 

 

2019

 

Net revenues

 

$

2,298

 

 

$

(6

)

 

$

 

Station operating expenses, excluding depreciation and amortization expense

 

 

2,258

 

 

 

24

 

 

 

 

Depreciation and amortization

 

 

117

 

 

 

 

 

 

 

Impairment loss

 

 

79

 

 

 

 

 

 

 

Gain on sale of radio assets, net of disposition costs

 

 

(3,478

)

 

 

 

 

 

 

Operating income (loss)

 

 

3,322

 

 

 

(30

)

 

 

 

Interest expense

 

 

307

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

3,015

 

 

 

(30

)

 

 

 

 

Sale of Texas Monthly

On November 1, 2016, Emmis closed on its sale of Texas Monthly for gross proceeds of $25.0 million in cash to a subsidiary of Genesis Park, LP. The Company previously announced that it was exploring strategic alternatives for its publishing division, excluding Indianapolis Monthly . Emmis believed that its publishing portfolio had significant brand value and planned to use proceeds from the sale of its publishing properties to repay debt. Emmis received net proceeds of $23.4 million, consisting of the stated purchase price of $25.0 million, net of estimated purchase price adjustments totaling $0.7 million and disposition costs totaling $0.9 million. The $0.9 million of disposition costs primarily related to severance costs. Proceeds were used to repay term and revolving loan indebtedness under Emmis’ senior credit facility. Emmis recorded a $17.4 million gain on the sale of Texas Monthly. Texas Monthly had historically been included in our Publishing segment. This disposal did not qualify for reporting as a discontinued operation as it did not represent a strategic shift for the Company as described in Accounting Standards Codification 205-20-45. The following table summarizes certain operating results of Texas Monthly for all periods presented. Pursuant to Accounting Standards Codification 205-20-45-6, interest expense associated with the required term loan repayment associated with the sale of Texas Monthly is included in the magazine’s results below.

 

 

 

For the year ended February 28,

 

 

 

2017

 

 

2018

 

 

2019

 

Net revenues

 

$

14,685

 

 

$

(2

)

 

$

 

Station operating expenses, excluding depreciation and amortization expense

 

 

14,465

 

 

 

(78

)

 

 

 

Depreciation and amortization

 

 

84

 

 

 

 

 

 

 

Gain on sale of publishing assets, net of disposition costs

 

 

(17,402

)

 

 

 

 

 

 

Operating income

 

 

17,538

 

 

 

76

 

 

 

 

Interest expense

 

 

1,067

 

 

 

 

 

 

 

Other income

 

 

(37

)

 

 

 

 

 

 

Income before income taxes

 

 

16,508

 

 

 

76

 

 

 

 

 

Unaudited pro forma summary information is presented below for the years ended February 28, 2018 and 2019, assuming the dispositions discussed above and related mandatory debt repayments had occurred on the first day of the pro forma periods presented below.

 

 

 

For the year ended February 28,

 

 

 

2018

 

 

2019

 

 

 

(unaudited)

 

 

(unaudited)

 

Net revenues

 

$

116,438

 

 

$

113,420

 

Station operating expenses, excluding depreciation and amortization

 

 

92,918

 

 

 

90,493

 

Consolidated net income

 

 

2,540

 

 

 

1,255

 

Net loss attributable to the Company

 

 

(90

)

 

 

(1,472

)

Net income per share - basic

 

$

(0.01

)

 

$

(0.12

)

Net income per share - diluted

 

$

(0.01

)

 

$

(0.12

)