-----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, RryJGjii+AaMFZSw7dARGlw1T0phr+LwFlnMWf6gmiyR4W8FV6irztBJp/ZjXNHB lDma3YS7+gEyT64WnkIM/g== 0000783005-03-000041.txt : 20030930 0000783005-03-000041.hdr.sgml : 20030930 20030930090444 ACCESSION NUMBER: 0000783005-03-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030930 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 03916322 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 sept03press.txt SEPTEMBER 03 PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): September 30, 2003 EMMIS COMMUNICATIONS CORPORATION EMMIS OPERATING COMPANY (Exact name of registrant as (Exact name of registrant as specified in its charter) specified in its charter) INDIANA INDIANA (State of incorporation or organization)(State of incorporation or organization) 0-23264 333-62172-13 (Commission file number) (Commission file number) 35-1542018 35-2141064 (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) ONE EMMIS PLAZA ONE EMMIS PLAZA 40 MONUMENT CIRCLE 40 MONUMENT CIRCLE SUITE 700 SUITE 700 INDIANAPOLIS, INDIANA 46204 INDIANAPOLIS, INDIANA 46204 (Address of principal executive offices)(Address of principal executive offices) (317) 266-0100 (317) 266-0100 (Registrant's Telephone Number, (Registrant's Telephone Number, Including Area Code) Including Area Code) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits EXHIBIT # DESCRIPTION 99.1 Press release dated September 30, 2003. Item 12. Results of Operations & Financial Condition. On September 30, 2003, we issued the press release attached to this report as Exhibit 99.1. The text of that press release is incorporated in this Item by reference. 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, thereunto duly authorized. EMMIS COMMUNICATIONS CORPORATION Date: September 30, 2003 By: /s/ J. Scott Enright ----------------------------------------------- J. Scott Enright, Vice President, Associate General Counsel and Secretary EMMIS OPERATING COMPANY Date: September 30, 2003 By: /s/ J. Scott Enright ----------------------------------------------- J. Scott Enright, Vice President, Associate General Counsel and Secretary Exhibit 99 1 EX-99 3 septpressre03.txt PRESS RELEASE A conference call regarding this earnings release is scheduled for 9 am Eastern, Tuesday, Sept. 30, 2003. Dial in at 1.773.756.4621 or log on to www.emmis.com. ------------- Contacts: Walter Berger, EVP & CFO Kate Healey, Media & Investor Relations 317.266.0100 For Immediate Release Tuesday, Sept. 30, 2003 Emmis Communications Reports 2nd Quarter Results Reported net revenues up 9%; Pro Forma net revenues up 7% Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its second fiscal quarter ending August 31, 2003. "This quarter is the continuation of a very good year at Emmis, as our divisions continue to outperform their industries," Jeff Smulyan, Chairman and CEO of Emmis, said. "In radio, we outperformed our markets by 4.5%, while in television we outperformed our markets by 3.8%. The audience share gains we realized this quarter continue to position Emmis for future growth." In total, pro forma net revenue for the quarter was $158.2 million, compared to $148.4 million for the same quarter of the prior year, an increase of 7%. Earnings Per Share (EPS) for the quarter was $0.14, compared to $(0.13) for the same quarter of the prior year. These results exceed the company's previous guidance, as well as Wall Street First Call consensus estimates for revenues and profitability. For the second fiscal quarter, reported radio net revenues increased 16%, while pro forma radio net revenues increased 10%. Reported television net revenues increased 1% and pro forma television net revenues increased 3% in a non-political year, replacing approximately $2.0 million in political advertising revenues from the prior year. Publishing net revenues were up 3%. For the second fiscal quarter, operating income was $37.2 million for the quarter, compared to $35.8 million for the same quarter of the prior year. Emmis' station operating income was $60.1 million, compared to $57.3 million for the same quarter of the prior year, an increase of 5%. Emmis has included supplemental pro forma net revenues and station operating expenses, excluding non-cash compensation, on its website, www.emmis.com. This information, which includes all consummated station and magazine acquisitions and dispositions, can be found under the "Investors" tab. During the quarter Emmis completed the transactions which results in its ownership of 50.1% of a six-station radio cluster in Austin, Texas for approximately $106 million. The radio stations involved are KLBJ-AM (590 News-Talk), KLBJ-FM (93.7 Rock), KGSR-FM (107.1 Adult Alternative), KROX-FM (101.5 Alternative), KEYI-FM (103.5 Oldies) and KXMG-FM (93.3 Hip Hop). Emmis already owns Texas Monthly in the market. Net revenues attributable to the Austin radio stations and included in reported results were $4.4 million. Station operating expenses attributable to the Austin radio stations and included in reported results were $2.6 million. -more- Add One/Emmis Also during the second quarter, Emmis sold Portland, Oregon-based Mira Mobile Television, a remote production facilities for sports, corporate, and entertainment clients throughout the western United States, to an ownership group for $4 million. Emmis acquired Mira Mobile in October 2000 in connection with the purchase of certain television assets from Lee Enterprises, Inc. International radio net revenues for the three and six months ended August 31, 2003, were $4.6 million and $7.2 million, respectively. International radio net revenues for the three and six months ended August 31, 2002, were $3.1 million and $5.3 million, respectively. International radio station operating expenses for the three and six months ended August 31, 2003, were $3.1 million and $5.6 million, respectively. International radio station operating expenses for the three and six months ended August 31, 2002, were $2.4 million and $4.9 million, respectively. Emmis entered into various interest rate swap agreements in fiscal 2002, at a time when interest rates were substantially higher than they are today. Emmis has included a summary of these swap agreements under the "Investors" tab on its website. On the same tab of the website, the company has provided a detailed calculation of its leverage ratios as of Aug. 31, 2003. Pro forma calculations assume the following events all had occurred on March 1, 2002: (a) the acquisition of (i) a controlling interest of 50.1% in a partnership that owns six radio stations in the Austin, Texas metropolitan area in July 2003 and (ii) WBPG-TV in March 2003 and (b) the disposition of (i) KALC-FM and KXPK-FM in May 2002 and (ii) Mira Mobile, a mobile television production company, in June 2003. The follow table reconciles reported results to pro forma results (dollars in thousands):
3 months ended Aug. 31, % Change 6 months ending Aug. 31, % Change -------- -------- 2003 2002 2003 2002 ---- ---- ---- ---- Radio Reported net revenues $81,159 $69,890 16% $145,756 $132,614 10% Plus: Revenues from assets acquired 2,456 6,063 8,860 12,438 Less: net revenues from assets disposed - - (1,235) - ------------------------------- ------- Pro forma net revenues $83,615 $75,952 10% $154,616 $143,817 8% ======= ======= ======== ======== Television Reported net revenues $56,052 $55,426 1% $116,350 $112,583 3% Plus: Revenues from assets acquired - 197 - 382 Less: net revenues from assets disposed (6) (1,045) (1,140) (1,856) --- ------- ------- ------- Pro forma net revenues $56,046 $54,578 3% $115,210 $111,109 4% ======= ======= ======== ======== Publishing Reported net revenues $18,498 $17,906 3% $35,964 $34,831 3% Plus: Revenues from assets acquired - - - - Less: net revenues from assets disposed - - - - - ------- ------- ----------- Pro forma net revenues $18,498 $17,906 3% $35,964 $34,831 3% ======= ======= ======= =======
-more- Add Two/Emmis
3 months ended Aug. 31, % Change 6 months ending Aug. 31, % Change -------- -------- 2003 2002 2003 2002 ---- ---- ---- ---- Total Company Reported net revenues operating income $155,709 $143,222 9% $298,070 $280,028 6% Plus: Revenues from assets acquired 2,456 6,259 8,860 12,820 Less: Revenues from assets disposed (6) (1,045) (1,140) (3,091) --- ------- ------- ------- Pro forma net revenues $158,159 $148,436 7% $305,790 $289,757 6% ======== ======== ======== ========
Guidance Table (Dollars in millions) Quarter Ending Quarter Ending Reported 11/30/03 2/29/04 Full Year Net Revenues: Domestic Radio $71.7 - $73.1 $60.0 - $61.1 $270.2 - $272.7 International Radio $3.2 - $3.3 $4.0 - $4.1 $14.4 - $14.6 Total Radio $74.9 - $76.4 $64.0 - $65.2 $284.6 - $287.3 Television $62.0 - $62.7 $55.0 - $56.0 $233.4 - $235.0 Publishing $20.9 - $21.1 $18.2 - $18.6 $75.1 - $75.7 Total net revenues $157.8 - $160.2 $137.2 - $139.8 $593.1 - $598.0 Station Operating Expenses, excluding non-cash compensation: Domestic Radio $37.5 - $37.9 $36.5 - $36.8 $147.1 - $147.8 International Radio $2.7 - $2.8 $2.8 - $3.0 $11.3 Total Radio $40.2 - $40.7 $39.3 - $39.8 $158.4 - $159.1 Television $37.6 - $37.8 $39.0 - $39.2 $150.8 - $150.9 Publishing $16.3 - $16.4 $16.5 - $16.8 $65.5 - $65.8 Total station operating expenses, excluding non-cash comp $94.1 - $94.9 $94.8 - $95.8 $374.8 - $375.7
The above domestic radio net revenue guidance implies pro forma growth of 4%-6% in Q3 and 4%-6% in Q4. Prior year pro forma results are available on the company's website. Emmis will host a conference call regarding this information on Tuesday, Sept. 30, 2003 at 9 a.m. Eastern at 1.773.756.4621, with a replay available until Tuesday, Oct. 7 by calling 1.402.998.0628 (passcode 5895) or listen on-line by logging on to www.emmis.com. Emmis Communications...Great Media, Great People, Great Service sm Emmis Communications is an Indianapolis based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis' 23 FM and 4 AM domestic radio stations serve the nation's largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN. In addition, Emmis owns two radio networks, three international radio stations, 16 television stations, and regional and specialty magazines, and ancillary businesses in broadcast sales and book publishing. The information in this news release is being widely disseminated in accordance with the Securities & Exchange Commission's Regulation FD. -more- Add Three/Emmis Emmis generally evaluates the performance of its operating entities based on station operating income. Management believes that station operating income is useful to investors because it provides a meaningful comparison of operating performance between companies in the industry and serves as an indicator of the market value of a group of stations or publishing entities. Station operating income is generally recognized by the broadcast and publishing industries as a measure of performance and is used by analysts who report on the performance of broadcasting and publishing groups. Station operating income does not take into account Emmis' debt service requirements and other commitments and, accordingly, station operating income is not necessarily indicative of amounts that may be available for dividends, reinvestment in Emmis' business or other discretionary uses. Station operating income is not a measure of liquidity or of performance in accordance with accounting principles generally accepted in the United States, and should be viewed as a supplement to and not a substitute for our results of operations presented on the basis of accounting principles generally accepted in the United States. Moreover, station operating income is not a standardized measure and may be calculated in a number of ways. Emmis defines station operating income as revenues net of agency commissions and station operating expenses, excluding non-cash compensation. Certain statements included above which are not statements of historical fact, including financial data for quarters or other periods that are not yet completed and statements identified with the words "continues," "expect," "will," or "would" are intended to be, and are, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended, and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions; fluctuations in the demand for advertising; increased competition in the broadcasting industry including the implementation of competing formats in large markets; the attraction and retention of quality talent and other programming; changes in the costs of programming; changes in interest rates; inability to grow through suitable acquisitions, including the desired radio; inability or delay in closing previously announced acquisitions; future terrorist attacks or other large-scale disasters; wars and other events creating economic uncertainty; and other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. -30- Note: Financial schedule attached. EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED FINANCIAL DATA (Unaudited, dollars in thousands, except per share data)
Three months ended August 31, Six months ended August 31, ----------------------------- --------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- OPERATING DATA: Net revenues: Radio $ 81,159 $ 69,890 $ 145,756 $ 132,614 Television 56,052 55,426 116,350 112,583 Publishing 18,498 17,906 35,964 34,831 Total net revenues 155,709 143,222 298,070 280,028 Operating expenses, excluding noncash compensation: Radio 43,511 35,100 78,690 69,508 Television 35,769 35,252 74,029 72,064 Publishing 16,342 15,613 32,561 30,723 Total station operating expenses, excluding noncash compensation 95,622 85,965 185,280 172,295 Corporate expenses, excluding noncash compensation 5,861 5,046 11,624 10,179 Noncash compensation (a) 5,408 5,775 12,471 11,130 Depreciation and amortization 11,607 10,593 22,959 21,352 ------ ------ ------ ------ Operating income 37,211 35,843 65,736 65,072 Interest expense (21,156) (26,196) (43,944) (56,143) Loss from unconsolidated affiliates (175) (3,014) (339) (4,080) Gain on sale of assets (b) 957 - 957 8,933 Loss on debt extinguishment - (9,906) - (13,506) Minority interest income (expense) (801) 37 (789) 96 Other income (expense), net 309 573 285 1,161 --- --- --- ----- Income (loss) before income taxes and accounting chang16,345 (2,663) 21,906 1,533 Provision for income taxes 6,591 1,893 9,550 4,263 ----- ----- ----- ----- Income (loss) before accounting change 9,754 (4,556) 12,356 (2,730) Cumulative effect of accounting change, net of taxes of $102,600 in 2002 - - - 167,400 ------- ------- ------- Net income (loss) 9,754 (4,556) 12,356 (170,130) Preferred stock dividends 2,246 2,246 4,492 4,492 ----- ----- ----- ----- Net income (loss) available to common shareholders $ 7,508 $ (6,802) $ 7,864 $ (174,622) ======= ======== ======= ========== Basic net income (loss) per common share: Before accounting change $ 0.14 $ (0.13) $ 0.14 $ (0.14) Cumulative effect of accounting change, net of tax - - - (3.35) ----- ----- ----- ----- Net income (loss) available to common shareholders$ 0.14 $ (0.13) $ 0.14 $ (3.49) ====== ======= ====== ======= Diluted net income (loss) per common share: Before accounting change $ 0.14 $ (0.13) $ 0.14 $ (0.14) Cumulative effect of accounting change, net of tax - - - (3.35) ----- ----- ----- ----- Net loss available to common shareholders $ 0.14 $ (0.13) $ 0.14 $ (3.49) ====== ======= ====== ======= Weighted average shares outstanding: Basic 54,260 53,083 54,449 50,007 Diluted 54,546 53,083 54,823 50,007 (a) Noncash compensation by segment: Radio $ 1,949 $ 2,727 $ 4,350 $ 5,139 Television 1,733 1,524 4,134 3,206 Publishing 609 500 1,479 1,149 Corporate 1,117 1,024 2,508 1,636 ----- ----- ----- ----- Total $ 5,408 $ 5,775 $ 12,471 $ 11,130 ======= ======= ======== ======== (b) Reflects gain on sale of Mira Mobile in June 2003 and Denver radio assets in May 2002.
OTHER DATA: Station operating income (See below) 60,087 57,257 112,790 107,733 Cash paid for taxes 258 218 760 630 Capital expenditures 5,805 8,344 8,762 12,186 COMPUTATION OF STATION OPERATING INCOME: Operating income $ 37,211 $ 35,843 $ 65,736 $ 65,072 Plus: Depreciation and amortization 11,607 10,593 22,959 21,352 Plus: Corporate expenses, excluding noncash compens 5,861 5,046 11,624 10,179 Plus: Noncash compensation 5,408 5,775 12,471 11,130 ----- ----- ------ ------ Station operating income $ 60,087 $ 57,257 $ 112,790 $ 107,733 ======== ======== ========= ========= SELECTED BALANCE SHEET INFORMATION: August 31, 2003 February 28, 2003 --------------- ----------------- Total Cash and Cash Equivalents $ 14,096 $ 16,079 Senior Debt $ 794,786 $ 706,898 Senior Subordinated Debt 300,000 300,000 Senior Discount Notes 210,420 197,844 ------- ------- Total Senior, Senior Subordinated and Senior Dis 1,305,206 $ 1,204,742 ========= ===========
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