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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)
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<PAGE>
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.
<PAGE>
SF Broadcasting of Wisconsin, Inc.
and SF Multistations, Inc. and Subsidiaries
Combined Balance Sheet
(Dollars in thousands)
<TABLE>
<CAPTION>
June 28, December 28,
1998 1997
-------- --------------
(Unaudited)
<S> <C> <C>
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
======= =======
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
SF Broadcasting of Wisconsin, Inc.
and SF Multistations, Inc. and Subsidiaries
Combined Statements of Operations
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 28, June 29, June 28, June 29,
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
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)
====== ====== ====== ======
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
SF Broadcasting of Wisconsin, Inc.
and SF Multistations, Inc. and Subsidiaries
Combined Statements of Cash Flows
(Dollars in thousands)
<TABLE>
<CAPTION>
Three months ended
June 28, June 29,
1998 1997
---------- ---------
(Unaudited)
<S> <C> <C>
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
====== ======
</TABLE>
See accompanying notes to combined financial statements.
<PAGE>
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.
<PAGE>
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.
<PAGE>
Emmis Communications Corporation and Subsidiaries
Unaudited Pro Forma Condensed Consolidated Balance Sheet
May 31, 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
New Credit
Facility/ WQCD SF Pro
Actual Offering Acquisition Acquisition Forma
------- ---------- ----------- ----------- -------
<S> <C> <C> <C> <C> <C>
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
======= ======= ======= ======= =======
</TABLE>
(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.
<PAGE>
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)
<TABLE>
<CAPTION>
Consummated New Credit
Acquisitions/ Facility/ WQCD SF Pro
Actual Dispositions Offering Acquisition Acquisition Forma
------- ----------- -------- --------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
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)
</TABLE>
(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.
<PAGE>
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)
<TABLE>
<CAPTION>
New Credit
Facility/ WQCD SF Pro
Actual Offering Acquisition Acquisition Forma
-------- ---------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
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)
</TABLE>
(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.
<PAGE>
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
