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| EMMS > SEC Filings for EMMS > Form 10-K on 14-May-2009 | All Recent SEC Filings |
14-May-2009
Annual Report
Year ended February 28 (29),
2007 % of Total 2008 % of Total 2009 % of Total
Net revenues:
Local $ 232,509 65.2 % $ 233,086 65.1 % $ 210,076 62.9 %
National 64,943 18.2 % 62,083 17.3 % 57,753 17.3 %
Publication Sales 13,340 3.7 % 14,220 4.0 % 14,006 4.2 %
Non Traditional 22,191 6.2 % 21,591 6.0 % 18,973 5.7 %
Other 23,780 6.7 % 27,079 7.6 % 33,065 9.9 %
Total net revenues $ 356,763 $ 358,059 $ 333,873
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A significant portion of our expenses varies in connection with changes in revenue. These variable expenses primarily relate to costs in our sales department, such as salaries, commissions and bad debt. Our costs that do not vary as much in relation to revenue are mostly in our programming and general and administrative departments, such as talent costs, syndicated programming fees, utilities, office expenses and salaries. Lastly, our costs that are highly discretionary are costs in our marketing and promotions department, which we primarily incur to maintain and/or increase our audience and market share.
KNOWN TRENDS AND UNCERTAINTIES
Although the slowing global economy has negatively impacted advertising
revenues for a wide variety of media businesses, domestic radio revenue growth
has been challenged for several years. Management believes this is principally
the result of four factors unrelated to the slowing economy: (1) the emergence
of new media, such as various media content distributed via the Internet and
cable interconnects, which are gaining advertising share against radio and other
traditional media, (2) the perception of investors and advertisers that
satellite radio and portable media players diminish the effectiveness of radio
advertising, (3) advertisers' lack of confidence in the ratings of radio
stations due to dated ratings-gathering methods, and (4) a lack of inventory and
pricing discipline by radio operators.
The radio industry has begun several initiatives to address these issues,
most notable of which is the rollout of HD Radio®. HD Radio offers listeners
advantages over standard analog broadcasts, including improved sound quality and
additional digital channels. To make the rollout of HD Radio more efficient, a
consortium of broadcasters representing a majority of the radio stations in
nearly all of our markets have agreed to work together to coordinate the
programming on secondary channels in each radio market to ensure a more diverse
consumer offering and to accelerate the rollout of HD Radio receivers,
particularly in automobiles. 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 will use to transmit location-based data to
hand-held and in-car navigation devices. We currently utilize HD Radio digital
technology on most of our FM stations. It is unclear what impact HD Radio will
have on the markets in which we operate.
Arbitron Inc., the supplier of ratings data for United States radio markets,
has developed technology to passively collect data for its ratings service. The
Portable People MeterTM is a small, pager-sized device that does not require any
active manipulation by the end user and is capable of automatically measuring
radio, television, Internet, satellite radio and satellite television signals
that are encoded for the service by the broadcaster. The PPMTM offers a number
of advantages over the traditional diary ratings collection system including
ease of use, more reliable ratings data and shorter time periods between when
advertising runs and when audience listening or viewing habits can be reported.
This service began in the New York, Los Angeles and Chicago markets in
October 2008 and is scheduled to begin for most of our other radio markets by
September 2010. In each market, there has been a compression in the relative
ratings of all stations in the market, enhancing the competitive pressure within
the market for advertising dollars. In addition, ratings for certain stations
when measured by the PPMTM as opposed to the traditional diary methodology can
be materially different. The Company continues to evaluate the impact PPMTM will
have on our revenues in these markets.
As discussed below, our reformatted stations in Los Angeles and New York have
negatively impacted their radio cluster's performance in their respective
markets. Our Los Angeles and New York markets collectively account for
approximately 50% of our domestic radio revenues.
Although our radio cluster in Los Angeles (consisting of two stations)
exceeded the performance of the overall Los Angeles radio market during the year
ended February 28, 2009, reformatted station KMVN-FM tempered our results. For
the year ended February 28, 2009, our Los Angeles radio stations' gross revenues
were down 14.8% versus the same period in the prior year, whereas the
independent accounting firm Miller, Kaplan, Arase & Co., LLP ("Miller Kaplan")
reported that Los Angeles radio market total gross revenues were down 15.9%.
KMVN-FM lagged the market and its gross revenues were down 22.1% for the year.
Subsequent to our fiscal year end, we entered into a Local Programming and
Marketing Agreement with a subsidiary of Grupo Radio Centro, S.A.B. de C.V.
("GRC"), under which GRC will pay Emmis $7 million dollars per year (and
reimburse certain expenses) in exchange for the right to provide Emmis with
programming for KMVN-FM for up to seven years. At any time during the LMA, GRC
has the right to purchase the station for $110 million. At the end of the LMA,
Emmis has the right to require GRC to purchase the station for the same amount.
Our radio cluster in New York trailed the performance of the overall New York
radio market during the year ended February 28, 2009. For the year ended
February 28, 2009, our New York radio stations' gross revenues were down 18.9%,
whereas the independent accounting firm Miller Kaplan reported that New York
radio market total gross revenues were down 11.5% versus the same period of the
prior year. The results of our New York radio stations were negatively impacted
by our reformatted station, WRXP-FM, whose gross revenues were down 60.4%. A
radio station that was a primary competitor to WRXP-FM recently changed its
format and no longer competes directly with WRXP. We are hopeful this
development will help WRXP grow its audience and revenue share in fiscal 2010.
Collectively, our other two stations in the New York radio market exceeded the
performance of the overall New York radio market during the year ended
February 28, 2009.
As part of our business strategy, we continually evaluate potential
acquisitions of international radio stations, publishing properties and other
businesses that we believe hold promise for long-term appreciation in value and
leverage our strengths. 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 derive materially
different results under different assumptions and conditions. We believe that
our critical accounting policies are those described below.
Impairment of Goodwill and Indefinite-lived Intangibles
The annual impairment tests (and when indicators of impairment are present,
the interim impairment tests) for goodwill and indefinite-lived intangibles
under Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (SFAS No. 142), require us to make certain assumptions in
determining fair value, including assumptions about the cash flow growth rates
of our businesses. Additionally, the fair values are significantly impacted by
macro-economic factors, including market multiples at the time the impairment
tests are performed. Accordingly, we may incur additional impairment charges in
future periods under SFAS No. 142 to the extent we do not achieve our expected
cash flow growth rates, or to the extent that market values decrease.
Allocations for Purchased Assets
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
February 28, 2009, we have recorded approximately $526.2 million in FCC licenses
and goodwill, which represents 71% of our total assets. In assessing the
recoverability of these assets, we conduct impairment testing required by SFAS
No. 142 at least annually and charge to operations an impairment expense if the
recorded value of these assets is more than their fair value. In fiscal 2009, we
recorded a noncash impairment loss of $304.6 million related to radio FCC
licenses and $58.3 million related to goodwill ($18.2 million related to
domestic radio goodwill, $8.2 million related to international radio goodwill
and $31.9 related to publishing division goodwill). We believe our estimate of
the value of our radio broadcasting licenses and goodwill assets is a critical
accounting estimate as the value is significant in relation to our total assets,
and our estimate of the value uses assumptions that incorporate variables based
on past experiences and judgments about future performance of our stations.
These variables include but are not limited to: (1) the forecasted growth rate
of each radio market, including population, household income, retail sales and
other expenditures that would influence advertising expenditures; (2) market
share and profit margin of an average station within a market; (3) estimated
capital start-up costs and losses incurred during the early years;
(4) risk-adjusted discount rate; (5) the likely media competition within the
market area; and (6) terminal values. Changes in our estimates of the fair value
of these assets could result in material future period write-downs in the
carrying value of our broadcasting licenses and goodwill assets.
Deferred Taxes and Effective Tax Rates
We estimate the effective tax rates and associated liabilities or assets
for each legal entity in accordance with Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes (SFAS No. 109). 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 experts in the various tax jurisdictions to
evaluate our position and to assist in our calculation of our tax expense and
related liabilities.
Insurance Claims and Loss Reserves
The Company is self-insured for most healthcare claims, subject to
stop-loss limits. Claims incurred but not reported are recorded based on
historical experience and industry trends, and accruals are adjusted when
warranted by changes in facts and circumstances. The Company had $1.4 million
and $0.9 million accrued for employee healthcare claims as of February 29, 2008
and February 28, 2009, respectively. The Company also maintains large deductible
programs (ranging from $250 thousand to $500 thousand per occurrence) for
workers compensation, employment liability, automotive liability and media
liability claims.
Valuation of Stock Options
The Company determines the fair value of its employee stock options at the
date of grant using a Black-Scholes option-pricing model. The Black-Scholes
option pricing model was developed for use in estimating the value of
exchange-traded options that have no vesting restrictions and are fully
transferable. The Company's employee stock options have characteristics
significantly different than these traded options. In addition, option pricing
models require the input of highly subjective assumptions, including the
expected stock price volatility and expected term of the options granted. The
Company relies heavily upon historical data for its stock price when determining
expected volatility, but each year the Company reassesses whether or not
historical data is representative of expected results.
ACQUISITIONS, DISPOSITIONS AND INVESTMENTS
During the three-year period ended February 28, 2009, we acquired Orange
Coast and two Bulgarian radio networks for an aggregate cash purchase price of
$16.7 million. We also disposed of five television stations and two domestic
radio stations, collectively receiving gross cash proceeds of $409.0 million. A
recap of the material transactions completed during the three years ended
February 28, 2009 is summarized hereafter. These transactions impact the
comparability of operating results year over year.
On July 18, 2008, Emmis completed the sale of its sole remaining television
station, WVUE-TV in New Orleans, LA, to Louisiana Media Company LLC for
$41.0 million in cash. The Company recognized a loss on the sale of WVUE-TV of
$0.6 million, net of tax benefits of $0.4 million, which is included in income
from discontinued operations in the accompanying statements of operations. In
connection with the sale, the Company paid discretionary bonuses to the
employees of WVUE totaling $0.8 million, which is included in the calculation of
the loss on sale. The sale of WVUE-TV completes the sale of our television
division which began on May 10, 2005, when Emmis announced that it had engaged
advisors to assist in evaluating strategic alternatives for its television
assets.
On December 17, 2007, Emmis completed its acquisition of 100% of the shares
of Infopress & Company OOD for $8.8 million in cash. Infopress & Company OOD
operates Inforadio, a national radio network broadcasting to 13 Bulgarian
cities. Inforadio joins Emmis' majority owned Bulgarian radio networks Radio FM+
and Radio Fresh. Emmis believes the acquisition of Inforadio further strengthens
its footprint in Bulgaria. Consistent with our other foreign subsidiaries,
Inforadio reports on a fiscal year ending December 31, which Emmis consolidates
into its fiscal year ending February 28 (29). The operating results of Inforadio
from December 17, 2007 through December 31, 2007 are included in the
accompanying consolidated statements of operations.
On July 25, 2007, Emmis completed its acquisition of Orange Coast
Kommunications, Inc., publisher of Orange Coast, for $6.9 million in cash
including acquisition costs of $0.2 million. Approximately $0.3 million of the
purchase price was withheld at the original closing, but was subsequently paid
in April 2008. Orange Coast fits Emmis' niche of publishing quality city and
regional magazines. Orange Coast serves the affluent area of Orange County, CA,
and may also provide synergies with our other magazine in southern California,
Los Angeles. The operating results of Orange Coast from July 25, 2007 are
included in the accompanying consolidated statements of operations.
On June 4, 2007, Emmis closed on its sale of KGMB-TV in Honolulu to HITV
Operating Co, Inc. for $40.0 million in cash. Emmis recorded a gain on sale of
$10.1 million, net of tax, which is included in discontinued operations in the
accompanying consolidated statement of operations.
On March 27, 2007, Emmis closed on its sale of KMTV-TV in Omaha, NE to
Journal Communications, Inc. (Journal) and received $10.0 million in cash.
Journal had been operating KMTV-TV under a Local Programming and Marketing
Agreement since December 5, 2005.
On October 31, 2006, Emmis sold land and the associated building formerly
occupied by WKCF-TV to Goodlife Broadcasting, Inc. for $3.0 million in cash.
Emmis recorded a gain on sale of $0.3 million, net of tax, which is included in
discontinued operations in the accompanying consolidated statements of
operations.
On August 31, 2006, Emmis closed on its sale of WKCF-TV in Orlando, FL to
Hearst-Argyle Television Inc. for $217.5 million in cash. Emmis recorded a gain
on sale of $93.4 million, net of tax, which is included in discontinued
operations in the accompanying consolidated statements of operations.
On July 11, 2006, Emmis closed on its sale of KKFR-FM in Phoenix, AZ to
Bonneville International Corporation for $77.5 million in cash and also sold
certain tangible assets to Riviera Broadcast Group LLC for $0.1 million in cash.
Emmis recorded a gain on sale of $11.3 million, net of tax, which is included in
discontinued operations in the accompanying consolidated statements of
operations.
On July 7, 2006, Emmis closed on its sale of WBPG-TV in Mobile, AL /
Pensacola, FL to LIN Television Corporation for $3.0 million in cash. LIN
Television Corporation had been operating WBPG-TV under a Local Programming and
Marketing Agreement since November 30, 2005. Emmis recorded a gain on sale of
$1.1 million, net of tax, which is included in discontinued operations in the
accompanying consolidated statements of operations.
On May 5, 2006, Emmis closed on its sale of WRDA-FM in St. Louis, MO to Radio
One, Inc. for $20.0 million in cash. Emmis recorded a gain on sale of
$4.2 million, net of tax, which is included in discontinued operations in the
accompanying consolidated statements of operations.
RESULTS OF OPERATIONS
YEAR ENDED FEBRUARY 29, 2008 COMPARED TO YEAR ENDED FEBRUARY 28, 2009
Net revenue pro forma reconciliation:
Since March 1, 2007, we have acquired Orange Coast and a national radio
network in Bulgaria. The results of our television division, Tu Ciudad Los
Angeles publication and Emmis Books have been included in discontinued
operations and are not included in reported results below. The following table
reconciles actual results to pro forma results.
Year ended February 28 (29),
2008 2009 $ Change % Change
(amounts in thousands)
Reported net revenues
Radio $ 266,120 $ 250,883 $ (15,237 ) -5.7 %
Publishing 91,939 82,990 (8,949 ) -9.7 %
Total 358,059 333,873 (24,186 ) -6.8 %
Plus: Net revenues from stations acquired
Radio 604 -
Publishing 2,774 -
Total 3,378 -
Pro forma net revenues
Radio 266,724 250,883 (15,841 ) -5.9 %
Publishing 94,713 82,990 (11,723 ) -12.4 %
Total $ 361,437 $ 333,873 $ (27,564 ) -7.6 %
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For further disclosure of segment results, see Note 16 to the accompanying consolidated financial statements. For additional pro forma results, see Note 11 to the accompanying consolidated financial statements. Consistent with management's review of the Company, the pro forma results above include the impact of all material consummated acquisitions and dispositions through February 28, 2009.
Net revenues discussion:
Radio net revenues decreased principally as a result of weak advertising
demand in all of our domestic radio markets. On a pro forma basis (assuming the
purchase of the radio network in Bulgaria had occurred on the first day of the
pro forma periods presented above), radio net revenues for the year ended
February 28, 2009 decreased $15.8 million, or 5.9%. We typically monitor the
performance of our domestic radio stations against the aggregate performance of
the markets in which we operate based on reports for the periods prepared by the
independent accounting firm Miller Kaplan. Miller Kaplan reports are generally
prepared on a gross revenue basis and exclude revenues from barter arrangements.
For the year ended February 28, 2009, revenues of our domestic radio stations
were down 14.4%, whereas Miller Kaplan reported that revenues of our domestic
radio markets were down 11.6%. We underperformed the markets in which we operate
principally due to the continuing challenge of our reformatted stations in our
Los Angeles and New York markets. Excluding WRXP-FM in New York and KMVN-FM in
Los Angeles, revenues for our domestic radio markets would have been down 11.2%.
Our New York and Los Angeles stations account for approximately 50% of our
domestic radio revenues.
Market weakness and our stations' weakness has led us to discount our rates
charged to advertisers. In fiscal 2009, our average unit rate was down 14.7% and
our number of units sold was down 0.5%. The Company's national representation
firm guaranteed a minimum amount of national sales for the year ended
February 28, 2009. Actual national sales, as defined by the representation
agreement, were approximately $10.2 million lower than the guaranteed minimum
amount of national sales and the national representation firm has paid the
shortfall to Emmis. As such, Emmis recognized $10.2 million of additional net
revenues for the year ended February 28, 2009. Emmis recognized $3.7 million of
additional net revenues related to the national representation firm's shortfall
during the year ended February 29, 2008. Our agreement with our national
representation firm does not contain guarantees for any period after the year
ended February 28, 2009.
Revenue growth of our international radio stations has helped to partially
offset weakness domestically. On a pro forma basis for the year ended
February 28, 2009, international net revenues were up $6.2 million or 14.9%. The
revenue growth internationally was mostly concentrated at our Hungary and
Slovakia radio stations.
Publishing net revenues decreased principally due to the slowing economy
during the latter half of calendar 2008 and the first two months of calendar
2009 that diminished demand for advertising inventory at all of our
city/regional publications.
On a consolidated basis, pro forma net revenues for the year ended
February 28, 2009 decreased $27.6 million, or 7.6%, due to the effect of the
items described above.
Station operating expenses excluding depreciation and amortization expense pro
forma reconciliation:
Since March 1, 2007, we have acquired Orange Coast and a national radio
network in Bulgaria. The results of our television division, Tu Ciudad Los
Angeles publication and Emmis Books have been included in discontinued
operations and are not included in reported results below. The following table
reconciles actual results to pro forma results.
Year ended February 28 (29),
2008 2009 $ Change % Change
(amounts in thousands)
Reported station operating expenses
excluding depreciation and amortization
expense
Radio $ 188,440 $ 180,749 $ (7,691 ) -4.1 %
Publishing 78,258 76,322 (1,936 ) -2.5 %
Total 266,698 257,071 (9,627 ) -3.6 %
Plus: Station operating expenses
excluding depreciation and amortization
expense from stations acquired:
Radio 567 -
Publishing 2,894 -
Total 3,461 -
Pro forma station operating expenses
excluding depreciation and amortization
expense
Radio 189,007 180,749 (8,258 ) -4.4 %
Publishing 81,152 76,322 (4,830 ) -6.0 %
Total $ 270,159 $ 257,071 $ (13,088 ) -4.8 %
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For further disclosure of segment results, see Note 16 to the accompanying consolidated financial statements. For additional pro forma results, see Note 11 to the accompanying consolidated financial statements. Consistent with management's review of the Company, the pro forma results above include the . . .
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