Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2016 | Jan. 02, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2016 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | EMMS | |
Entity Registrant Name | EMMIS COMMUNICATIONS CORP | |
Entity Central Index Key | 783,005 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Smaller Reporting Company | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,253,904 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,142,366 | |
Class C Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
NET REVENUES | $ 56,299 | $ 59,614 | $ 171,075 | $ 180,549 |
OPERATING EXPENSES: | ||||
Station operating expenses excluding depreciation and amortization expense | 45,426 | 43,654 | 135,406 | 136,931 |
Corporate expenses excluding depreciation and amortization expense | 3,397 | 2,810 | 8,894 | 10,116 |
Impairment loss on intangible assets | 0 | 0 | 2,988 | 0 |
Depreciation and amortization | 1,132 | 1,532 | 3,746 | 4,385 |
Gain on sale of publishing assets, net of disposition costs | (17,491) | 0 | (17,491) | 0 |
Loss on disposal of property and equipment | 0 | (125) | 0 | |
Total operating expenses | 32,464 | 47,996 | 133,668 | 151,432 |
Operating income (loss) | 23,835 | 11,618 | 37,407 | 29,117 |
OTHER EXPENSE: | ||||
Interest expense | (4,481) | (4,768) | (13,929) | (14,259) |
Loss on debt extinguishment | (478) | 0 | (478) | 0 |
Other income, net | 10 | 7 | 142 | 845 |
Total other expense | (4,949) | (4,761) | (14,265) | (13,414) |
INCOME BEFORE INCOME TAXES | 18,886 | 6,857 | 23,142 | 15,703 |
PROVISION FOR INCOME TAXES | 629 | 889 | 1,968 | 2,662 |
CONSOLIDATED NET INCOME | 18,257 | 5,968 | 21,174 | 13,041 |
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 581 | 420 | 477 | 1,574 |
NET INCOME ATTRIBUTABLE TO THE COMPANY | $ 17,676 | $ 5,548 | $ 20,697 | $ 11,467 |
NET INCOME PER SHARE - BASIC | $ 1.46 | $ 0.50 | $ 1.73 | $ 1.05 |
NET INCOME PER SHARE - DILUTED | $ 1.43 | $ 0.47 | $ 1.70 | $ 0.97 |
Basic weighted average common shares outstanding | 12,114 | 11,100 | 11,989 | 10,961 |
Diluted weighted average common shares outstanding | 12,387 | 11,876 | 12,163 | 11,863 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Depreciation and amortization expense excluded from station operating expenses | $ 1,085 | $ 1,132 | $ 2,195 | $ 2,264 |
Depreciation and amortization expenses excluded from corporate expenses | $ 197 | $ 271 | $ 419 | $ 589 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
CONSOLIDATED NET INCOME | $ 18,257 | $ 5,968 | $ 21,174 | $ 13,041 |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAXES: | ||||
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 581 | 420 | 477 | 1,574 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 17,676 | $ 5,548 | $ 20,697 | $ 11,467 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 2,057 | $ 4,456 |
Restricted cash | 2,095 | 1,464 |
Accounts receivable, net | 37,477 | 34,906 |
Prepaid expenses | 6,725 | 7,413 |
Other current assets | 3,723 | 3,452 |
Total current assets | 52,077 | 51,691 |
PROPERTY AND EQUIPMENT, NET | 30,678 | 33,843 |
INTANGIBLE ASSETS (NOTE 3): | ||
Indefinite-lived intangibles | 204,443 | 205,129 |
Goodwill | 4,603 | 14,697 |
Other intangibles, net | 1,669 | 3,299 |
Total intangible assets | 210,715 | 223,125 |
OTHER ASSETS, NET | 8,597 | 7,947 |
Total assets | 302,067 | 316,606 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 7,952 | 8,127 |
Current maturities of long-term debt (Note 4) | 10,583 | 17,573 |
Accrued salaries and commissions | 5,822 | 8,375 |
Deferred revenue | 7,841 | 11,435 |
Other current liabilities | 5,321 | 5,775 |
Total current liabilities | 37,519 | 51,285 |
LONG-TERM DEBT, NET OF CURRENT MATURITIES (NOTE 4) | 207,428 | 228,027 |
OTHER NONCURRENT LIABILITIES | 6,847 | 7,728 |
DEFERRED INCOME TAXES | 45,615 | 43,715 |
Total liabilities | 297,409 | 330,755 |
COMMITMENTS AND CONTINGENCIES | ||
(DEFICIT) EQUITY: | ||
Additional paid-in capital | 591,726 | 589,830 |
Accumulated deficit | (621,803) | (642,500) |
Total shareholders’ deficit | (29,953) | (52,546) |
NONCONTROLLING INTERESTS | 34,611 | 38,397 |
Total (deficit) equity | 4,658 | (14,149) |
Total liabilities and (deficit) equity | 302,067 | 316,606 |
Class A common stock, $.01 par value; authorized 42,500,000 shares; issued and outstanding 10,402,400 shares at February 29, 2016 and 11,253,904 shares at November 30, 2016 | ||
(DEFICIT) EQUITY: | ||
Common Stock | 113 | 104 |
Class B common stock, $.01 par value; authorized 7,500,000 shares; issued and outstanding 1,142,366 shares at February 29, 2016 and November 30, 2016 | ||
(DEFICIT) EQUITY: | ||
Common Stock | 11 | 11 |
Series A Preferred Stock | ||
(DEFICIT) EQUITY: | ||
Preferred Stock | $ 0 | $ 9 |
CONDENSED CONSOLIDATED BALANCE6
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 42,500,000 | 42,500,000 |
Common stock, shares issued | 11,139,845 | 10,402,400 |
Common stock, shares outstanding | 11,139,845 | 10,402,400 |
Class B Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 7,500,000 | 7,500,000 |
Common stock, shares issued | 1,142,366 | 1,142,366 |
Common stock, shares outstanding | 1,142,366 | 114,236 |
Series A Preferred Stock | ||
Series A non-cumulative convertible preferred stock, par value | $ 0.01 | $ 0.01 |
Series A non-cumulative convertible preferred stock, liquidation preference | $ 50 | $ 50 |
Series A non-cumulative convertible preferred stock, aggregate liquidation preference and redemption amount | $ 0 | $ 43,316 |
Series A non-cumulative convertible preferred stock, shares authorized | 2,875,000 | 2,875,000 |
Series A non-cumulative convertible preferred stock, shares issued | 0 | 866,319 |
Series A non-cumulative convertible preferred stock, shares outstanding | 0 | 866,319 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - 9 months ended Nov. 30, 2016 - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Series A Preferred StockPreferred Stock | Class B Common StockCommon Stock | Class A Common StockCommon Stock | |
Beginning Balance at Feb. 29, 2016 | $ (14,149) | $ 589,830 | $ (642,500) | $ 38,397 | $ 9 | $ 11 | $ 104 | |
Beginning Balance (in shares) at Feb. 29, 2016 | 866,319 | 1,142,366 | 10,402,400 | |||||
Net income | 21,174 | 20,697 | 477 | |||||
Issuance of common stock to employees and officers | 1,780 | 1,778 | $ 2 | |||||
Issuance of common stock to employees and officers (in shares) | 189,036 | |||||||
Exercise of stock options | 115 | 114 | $ 1 | |||||
Distributions to noncontrolling interests | (4,263) | (4,263) | ||||||
Conversion of Series A Preferred Stock to Class A Common Stock | 6 | 9 | $ (9) | $ 6 | ||||
Conversion of Series A Preferred Stock to Class A Common Stock (in shares) | (866,319) | 606,423 | ||||||
Purchase of Class A common stock | (5) | (5) | $ 0 | |||||
Purchase of Class A common stock (in shares) | (1,693) | |||||||
Ending Balance at Nov. 30, 2016 | $ 4,658 | $ 591,726 | $ (621,803) | $ 34,611 | $ 0 | $ 11 | $ 113 | |
Ending Balance (in shares) at Nov. 30, 2016 | 0 | 1,142,366 | 11,253,904 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 57,738 | [1] | 57,738 | |||||
[1] | Cash received from option exercises for the nine months ended November 30, 2015 and 2016 was $0.1 million in both periods. The Company did not record an income tax benefit relating to the options exercised during the nine months ended November 30, 2015 or 2016. |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Consolidated net income | $ 21,174 | $ 13,041 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities - | ||
Impairment loss on intangible assets | 2,988 | 0 |
Gain on sale of publishing assets, net of disposition costs | (17,491) | 0 |
Depreciation and amortization | 3,746 | 4,385 |
Amortization of debt discount | 1,270 | 1,245 |
Noncash accretion of debt | 557 | 557 |
Loss on debt extinguishment | (478) | 0 |
Provision for bad debts | 161 | 292 |
Provision for deferred income taxes | 1,900 | 2,523 |
Noncash compensation | 2,217 | 4,669 |
Loss on disposal of property and equipment | (125) | 0 |
Changes in assets and liabilities - | ||
Restricted cash | 631 | (693) |
Accounts receivable | (2,732) | (3,376) |
Prepaid expenses and other current assets | 532 | 445 |
Other assets | (715) | (1,216) |
Accounts payable and accrued liabilities | (2,728) | (4,294) |
Deferred revenue | (146) | (622) |
Income taxes | (87) | (12) |
Other liabilities | (916) | (1,630) |
Net cash provided by operating activities | 9,702 | 16,700 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (1,403) | (1,943) |
Net proceeds from the sale of publishing assets | 23,466 | 0 |
Distributions from investments, net | (66) | (123) |
Proceeds from the sale of property and equipment | 283 | 0 |
Other | (35) | 0 |
Net cash (used in) provided by investing activities | 22,377 | (1,820) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on long-term debt | (45,862) | (17,022) |
Proceeds from long-term debt | 16,000 | 9,000 |
Debt-related costs | (32) | (1,134) |
Distributions to noncontrolling interests | (4,263) | (4,391) |
Proceeds from the exercise of stock options | 115 | 133 |
Purchase of Class A common stock | (5) | 0 |
Settlement of tax withholding obligations on stock issued to employees | (431) | (819) |
Net cash used in financing activities | (34,478) | (14,233) |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (2,399) | 647 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 4,456 | 3,669 |
End of period | 2,057 | 4,316 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 12,082 | 12,567 |
Cash paid for income taxes, net | 112 | 216 |
Noncash financing transactions - | ||
Stock issued to employees and directors | $ 2,217 | $ 4,042 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Preparation of Interim Financial Statements Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), the condensed consolidated interim financial statements included herein have been prepared, without audit, by Emmis Communications Corporation (“ECC”) and its subsidiaries (collectively, “our,” “us,” “we,” “Emmis” or the “Company”). As permitted under the applicable rules and regulations of the SEC, certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, Emmis believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Emmis filed on Form 10-K for the year ended February 29, 2016 . The Company’s results are subject to seasonal fluctuations. Therefore, results shown on an interim basis are not necessarily indicative of results for a full year. In the opinion of Emmis, the accompanying condensed consolidated interim financial statements contain all material adjustments (consisting only of normal recurring adjustments, except as otherwise noted) necessary to present fairly the consolidated financial position of Emmis at November 30, 2016 , the results of its operations for the three-month and nine-month periods ended November 30, 2015 and 2016 , and cash flows for the nine -month periods ended November 30, 2015 and 2016 . There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016 that have had a material impact on our condensed consolidated financial statements and related notes. Common Stock Reverse Split On July 8, 2016, the Company effected a one-for-four reverse stock split for its Class A, Class B and Class C common stock. All share and per share information has been retroactively adjusted to reflect the reverse stock split. Basic and Diluted Net Income Per Common Share Basic net income per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Potentially dilutive securities at November 30, 2015 and 2016 consisted of stock options and restricted stock awards. Potentially dilutive securities at November 30, 2015 also included Series A non-cumulative convertible preferred stock (the “Preferred Stock”). All shares of Preferred Stock were converted into Class A common stock during the three months ended May 31, 2016. The following table sets forth the calculation of basic and diluted net income per share: For the three months ended November 30, 2015 November 30, 2016 Net Income Shares Net Income Per Share Net Income Shares Net Income Per Share (amounts in 000’s, except per share data) Basic net income per common share: Net income available to common shareholders $ 5,548 11,100 $ 0.50 $ 17,676 12,114 $ 1.46 Impact of equity awards — 247 — 273 Impact of conversion of preferred stock into common stock — 529 — — Diluted net income per common share: Net income available to common shareholders $ 5,548 11,876 $ 0.47 $ 17,676 12,387 $ 1.43 For the nine months ended November 30, 2015 November 30, 2016 Net Income Shares Net Income Per Share Net Income Shares Net Income Per Share (amounts in 000’s, except per share data) Basic net income per common share: Net income available to common shareholders $ 11,467 10,961 $ 1.05 $ 20,697 11,989 $ 1.73 Impact of equity awards — 352 — — 174 — Impact of conversion of preferred stock into common stock — 550 — — — — Diluted net income per common share: Net income available to common shareholders $ 11,467 11,863 $ 0.97 $ 20,697 12,163 $ 1.70 Shares excluded from the calculation as the effect of their conversion into shares of our common stock would be antidilutive were as follows: For the three month ended November 30, For the nine months ended November 30, 2015 2016 2015 2016 (shares in 000’s ) Equity awards 1,346 1,237 987 1,362 Antidilutive common share equivalents 1,346 1,237 987 1,362 Local Programming and Marketing Agreement Fees The Company from time to time enters into local programming and marketing agreements (“LMAs”), often pending regulatory approval of transfer of the Federal Communications Commission ("FCC") licenses in connection with acquisitions or dispositions of radio stations. Under the terms of these agreements, the acquiring company makes specified periodic payments to the holder of the FCC license in exchange for the right to program and sell advertising for a specified portion of the station’s inventory of broadcast time. The acquiring company records revenues and expenses associated with the portion of the station’s inventory of broadcast time it manages. Nevertheless, as the holder of the FCC license, the owner-operator retains control and responsibility for the operation of the station, including responsibility over all programming broadcast on the station. On April 26, 2012, Emmis entered into an LMA with a subsidiary of Disney Enterprises, Inc. for 98.7FM in New York (formerly WRKS-FM and now WEPN-FM, hereinafter referred to as “98.7FM”). The LMA for this station started on April 30, 2012 and will continue until August 31, 2024. Emmis retains ownership and control of the station, including the related FCC license during the term of the LMA and is scheduled to receive an annual fee until the LMA’s termination. LMA fee revenue is recorded on a straight-line basis over the term of the LMA as a component of net revenues in our accompanying condensed consolidated statements of operations. The following table summarizes certain operating results of 98.7FM for all periods presented. Net revenues for 98.7FM are solely related to LMA fees. 98.7FM is a part of our radio segment. For the three months ended November 30, For the nine months ended November 30, 2015 2016 2015 2016 (amounts in 000's) Net revenues $ 2,582 $ 2,582 $ 7,748 $ 7,748 Station operating expenses, excluding depreciation and amortization expense 232 346 748 960 Interest expense 754 699 2,302 2,142 Assets and liabilities of 98.7FM as of February 29, 2016 and November 30, 2016 were as follows: As of February 29, As of November 30, 2016 2016 (amounts in 000's) Current assets: Restricted cash $ 1,464 $ 1,430 Prepaid expenses 545 459 Total current assets 2,009 1,889 Noncurrent assets: Property and equipment, net 253 234 Indefinite lived intangibles 49,297 49,297 Deposits and other 5,460 6,042 Total noncurrent assets 55,010 55,573 Total assets $ 57,019 $ 57,462 Current liabilities: Accounts payable and accrued expenses $ 14 $ 28 Current maturities of long-term debt 5,453 5,885 Deferred revenue 779 807 Other current liabilities 223 210 Total current liabilities 6,469 6,930 Noncurrent liabilities: Long-term debt, net of current portion and unamortized debt discount 57,728 53,441 Total noncurrent liabilities 57,728 53,441 Total liabilities $ 64,197 $ 60,371 Restricted Cash The Company's restricted cash, included in current assets in the accompanying condensed consolidated balance sheets, totaled $1.5 million and $2.1 million as of February 29, 2016 and November 30, 2016 , respectively. The terms of our 98.7FM non-recourse notes and related agreements discussed in Note 4 restrict a portion of our cash on deposit for specific operating and financing purposes. Restricted cash related to the 98.7FM non-recourse notes and related agreements totaled $1.5 million and $1.4 million as of February 29, 2016 and November 30, 2016 , respectively. In connection with the Company's agreement with Sprint/United Management Company (“Sprint”), the Company collects cash from other participating companies in the radio industry and remits cash collected to Sprint. The entirety of cash collected but not yet remitted to Sprint classified as restricted cash as of November 30, 2016 was $0.6 million . The Company had remitted to Sprint all collected cash related to its agreement as of February 29, 2016. Noncontrolling Interests The Company follows Accounting Standards Codification paragraph 810-10-65-1 to report the noncontrolling interests related to our Austin radio partnership and Digonex Technologies Inc., a dynamic pricing business (hereinafter "Digonex"). We have a 50.1% controlling interest in our Austin radio partnership. We do not own any of the common equity of Digonex, but we consolidate the entity because we control its board of directors via rights granted in convertible preferred stock and convertible debt that we own. Noncontrolling interests represents the noncontrolling interest holders' proportionate share of the equity of the Austin radio partnership and Digonex. Noncontrolling interests are adjusted for the noncontrolling interest holders' proportionate share of the earnings or losses of the applicable entity. The noncontrolling interest continues to be attributed its share of losses even if that attribution results in a deficit noncontrolling interest balance. Below is a summary of the noncontrolling interest activity for the nine months ended November 30, 2015 and 2016: Austin radio partnership Digonex Total noncontrolling interests Balance, February 28, 2015 $ 47,883 $ (1,222 ) $ 46,661 Net income (loss) 4,724 (3,150 ) 1,574 Distributions to noncontrolling interests (4,391 ) — (4,391 ) Balance, November 30, 2015 $ 48,216 $ (4,372 ) $ 43,844 Balance, February 29, 2016 $ 47,556 $ (9,159 ) $ 38,397 Net income (loss) 4,453 (3,976 ) 477 Distributions to noncontrolling interests (4,263 ) — (4,263 ) Balance, November 30, 2016 $ 47,746 $ (13,135 ) $ 34,611 Recent Accounting Pronouncements In November, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-18, Statement of Cash Flows (230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective in annual and quarterly periods in fiscal years beginning after December 15, 2017, with early adoption permitted, and requires a retrospective transition method. The Company is currently in the process of evaluating the impact of the adoption of this standard on its statement of cash flows. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The FASB deferred implementation of this guidance by one year with the issuance of Accounting Standards Update 2015-14. As such, this guidance will be effective for the Company in the first quarter of its fiscal year ending February 28, 2019. The Company is currently evaluating the method of adoption and impact, if any, the adoption of this guidance will have on its financial position and results of operations. In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the fiscal year ending February 28, 2017, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this update is not expected to have an impact on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This update provides guidance as to when a company using a cloud computing service that includes a software license should capitalize and depreciate the software license. This guidance was effective for the Company as of March 1, 2016. The adoption of this guidance did not have any effect on the Company's financial position, results of operations, or cash flows. In September 2015, the FASB issued Accounting Standards Update 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in the provisional amount as if the accounting had been completed at the acquisition date. This guidance was effective for the Company as of March 1, 2016. The adoption of this guidance did not have any effect on the Company's financial position, results of operations, or cash flows. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance will be effective for the Company as of March 1, 2019. A modified retrospective transition method is required. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09) to simplify the accounting for share-based payment transactions, including the income tax consequences, and standardize certain classifications on the statement of cash flows. As permitted by ASU 2016-09, the Company chose to early adopt the provisions of this update as of March 1, 2016. The adoption of this guidance did not have any effect on the Company's financial position, results of operations, or cash flows. |
Share Based Payments
Share Based Payments | 9 Months Ended |
Nov. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Payments | Share Based Payments The amounts recorded as share based compensation expense consist of stock option grants, restricted stock grants, and common stock issued to employees and directors in lieu of cash payments. Stock Option Awards The Company has granted options to purchase its common stock to employees and directors of the Company under various stock option plans at no less than the fair market value of the underlying stock on the date of grant. These options are granted for a term not exceeding 10 years and are forfeited, except in certain circumstances, in the event the employee or director terminates his or her employment or relationship with the Company. Generally, these options either vest annually over 3 years ( one-third each year for 3 years ), or cliff vest at the end of 3 years . The Company issues new shares upon the exercise of stock options. The fair value of each option awarded is estimated on the date of grant using a Black-Scholes option-pricing model and expensed on a straight-line basis over the vesting period. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercises and employee terminations within the valuation model. The Company includes estimated forfeitures in its compensation cost and updates the estimated forfeiture rate through the final vesting date of awards. The risk-free interest rate for periods within the life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The following assumptions were used to calculate the fair value of the Company’s options on the date of grant during the nine months ended November 30, 2015 and 2016 : Nine Months Ended November 30, 2015 2016 Risk-Free Interest Rate: 1.3% - 1.4% 0.9% - 1.2% Expected Dividend Yield: 0% 0% Expected Life (Years): 4.3 4.3 Expected Volatility: 57.2% - 64.6% 55.5% - 60.0% The following table presents a summary of the Company’s stock options outstanding at November 30, 2016 , and stock option activity during the nine months ended November 30, 2016 (“Price” reflects the weighted average exercise price per share; "Aggregate Intrinsic Value" dollars in thousands): Options Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, beginning of period 1,948,384 $ 6.36 Granted 179,678 2.42 Exercised 57,738 1.98 Forfeited 12,499 7.12 Expired 21,307 39.59 Outstanding, end of period 2,036,518 5.79 6.4 $ 745 Exercisable, end of period 1,203,843 6.00 4.9 $ 327 Cash received from option exercises for the nine months ended November 30, 2015 and 2016 was $0.1 million in both periods. The Company did not record an income tax benefit relating to the options exercised during the nine months ended November 30, 2015 or 2016. The weighted average per share grant date fair value of options granted during the nine months ended November 30, 2015 and 2016 , was $4.04 and $1.15 , respectively. A summary of the Company’s nonvested options at November 30, 2016 , and changes during the nine months ended November 30, 2016 , is presented below: Options Weighted Average Grant Date Fair Value Nonvested, beginning of period 830,803 $ 3.71 Granted 179,678 1.15 Vested 165,307 5.31 Forfeited 12,499 3.62 Nonvested, end of period 832,675 2.84 There were 1.4 million shares available for future grants under the Company’s various equity plans ( 1.1 million shares under the 2016 Equity Compensation Plan and 0.3 million shares under other plans) at November 30, 2016, not including shares that may become available for future grants upon forfeiture, lapse or surrender for taxes. The vesting dates of outstanding options at November 30, 2016 range from January 2017 to July 2019, and expiration dates range from March 2017 to September 2026. Restricted Stock Awards The Company grants restricted stock awards to directors annually, and periodically grants restricted stock to employees in connection with employment agreements. Awards to directors are granted on the date of our annual meeting of shareholders and vest on the earlier of (i) the completion of the director’s 3 -year term or (ii) the third anniversary of the date of grant. Restricted stock award grants are granted out of the Company’s 2016 Equity Compensation Plan. The Company may also award, out of the Company’s 2016 Equity Compensation Plan, stock to settle certain bonuses and other compensation that otherwise would be paid in cash. Any restrictions on these shares may be immediately lapsed on the grant date. The following table presents a summary of the Company’s restricted stock grants outstanding at November 30, 2016 , and restricted stock activity during the nine months ended November 30, 2016 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 212,995 $ 7.12 Granted 340,461 3.11 Vested (restriction lapsed) 328,001 4.23 Grants outstanding, end of period 225,455 5.27 The total grant date fair value of shares vested during the nine months ended November 30, 2015 and 2016 , was $2.8 million and $1.4 million , respectively. Recognized Non-Cash Compensation Expense The following table summarizes stock-based compensation expense recognized by the Company during the three and nine months ended November 30, 2015 and 2016 . The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below. Three Months Ended November 30, Nine Months Ended November 30, 2015 2016 2015 2016 Station operating expenses $ 365 $ 221 $ 1,610 $ 755 Corporate expenses 539 480 3,059 1,462 Stock-based compensation expense included in operating expenses $ 904 $ 701 $ 4,669 $ 2,217 As of November 30, 2016 , there was $1.6 million of unrecognized compensation cost, net of estimated forfeitures, related to nonvested share-based compensation arrangements. The cost is expected to be recognized over a weighted average period of approximately 1.3 years. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Nov. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s Federal Communications Commission (“FCC”) licenses are considered indefinite-lived intangibles. These assets, which the Company determined were its only indefinite-lived intangibles, are not subject to amortization, but are tested for impairment at least annually as discussed below. The carrying amounts of the Company’s FCC licenses were $205.1 million as of February 29, 2016 and November 30, 2016 . As of November 30, 2016, $0.7 million of the Company's FCC licenses were classified as held for sale (see Note 10 for more discussion). Pursuant to Emmis’ accounting policy, stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA with another broadcaster. The Company generally performs its annual impairment test of indefinite-lived intangibles as of December 1 of each year. When indicators of impairment are present, the Company will perform an interim impairment test. During the nine months ended November 30, 2016 , no new or additional impairment indicators emerged; hence, no interim impairment testing was warranted. These impairment tests may result in impairment charges in future periods. Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses an income valuation method when it performs its impairment tests. Under this method, the Company projects cash flows that would be generated by each of its units of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in each market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA. Valuation of Goodwill ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. The Company conducts the two-step impairment test on December 1 of each fiscal year, unless indications of impairment exist during an interim period. During the quarter ended August 31, 2016, the Company lowered its growth expectations for Digonex for the next several years due to slow client adoption of dynamic pricing services. While the Company continues to believe in the long-term growth prospects of Digonex, the lengthy sales cycle has caused Digonex to perform below expectations to date. Despite lowering near-term growth expectations for Digonex in connection with our annual impairment review for fiscal 2016, which led to a goodwill impairment charge of $0.7 million , performance in the first six months of the current fiscal year indicated that a further revision was appropriate. Our projections now assume Digonex will generate cash flow losses in the short and medium-term. The combination of lower-than-expected current period results, coupled with downward revisions to future revenue projections, resulted in an impairment indicator that caused the Company to assess goodwill and related intangibles on an interim basis during the quarter ended August 31, 2016. The Company's discounted cash flow analysis for Digonex indicated a nominal enterprise value. Therefore, in connection with the interim impairment test, Emmis determined that Digonex's goodwill was fully impaired and recorded an impairment loss of $2.1 million during the quarter ended August 31, 2016. When assessing its goodwill of radio and publishing operations for impairment, the Company generally uses an enterprise valuation approach to determine the fair value of each of the Company’s reporting units (radio stations grouped by market and magazines on an individual basis). Management determines enterprise value for each of its reporting units by multiplying the two-year average station operating income generated by each reporting unit (current year based on actual results and the next year based on budgeted results) by an estimated market multiple. The Company uses a blended station operating income trading multiple of publicly traded radio operators as a benchmark for the multiple it applies to its radio reporting units. There are no publicly traded publishing companies that are focused predominantly on city and regional magazines as is our publishing segment. Therefore, the market multiple used as a benchmark for our publishing reporting units has been based on recently completed transactions within the city and regional magazine industry or analyst reports that include valuations of magazine divisions within publicly traded media conglomerates. Management believes this methodology for valuing radio and publishing properties is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons and recent market transactions. To corroborate the step-one reporting unit fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. This enterprise valuation is compared to the carrying value of the reporting unit for the first step of the goodwill impairment test. If the reporting unit exhibits impairment, the Company proceeds to the second step of the goodwill impairment test. For its step-two testing, the enterprise value is allocated among the tangible assets, indefinite-lived intangible assets (FCC licenses valued using a direct-method valuation approach) and unrecognized intangible assets, such as customer lists, with the residual amount representing the implied fair value of the goodwill. To the extent the carrying amount of the goodwill exceeds the implied fair value of the goodwill, the difference is recorded as an impairment charge in the statement of operations. The following table summarizes the Company's goodwill by segment as of February 29, 2016 and November 30, 2016 . As of February 29, As of November 30, 2016 2016 Radio $ 4,603 $ 4,603 Publishing 8,036 — Corporate & Emerging Technologies 2,058 — Total Goodwill $ 14,697 $ 4,603 The change in publishing goodwill relates to the Company's sale of Texas Monthl y (see Note 10 for more discussion). Definite-lived intangibles The Company’s definite-lived intangible assets consist of trademarks, customer lists, and a syndicated programming contract, all of which are amortized over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. The following table presents the weighted-average useful life, gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at February 29, 2016 and November 30, 2016 : As of February 29, 2016 As of November 30, 2016 (in 000's) Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks 8.4 $ 1,240 $ 727 $ 513 $ 756 $ 558 $ 198 Patents N/A 1,815 1,141 674 — — — Customer lists 0.5 1,015 543 472 315 264 51 Programming agreement 4.8 2,154 514 1,640 2,154 734 1,420 TOTAL $ 6,224 $ 2,925 $ 3,299 $ 3,225 $ 1,556 $ 1,669 In accordance with Accounting Standards Codification paragraph 360-10, the Company performs an analysis to (i) determine if indicators of impairment of a long-lived asset are present, (ii) test the long-lived asset for recoverability by comparing undiscounted cash flows of the long-lived asset to its carrying value and (iii) measure any potential impairment by comparing the long-lived asset's fair value to its current carrying value. As discussed above, performance below the Company's expectations, coupled with a downward revision of long-term forecasts for Digonex, led the Company to measure impairment for Digonex's definite-lived intangibles during the quarter ended August 31, 2016. The Company determined that the patents, customer list and trademarks of Digonex were fully impaired and recorded an impairment loss of $0.9 million . Total amortization expense from definite-lived intangibles for the nine-month periods ended November 30, 2015 and 2016 was $0.5 million and $0.6 million , respectively. The following table presents the Company's estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangibles: Year ended February 28 (29), Expected Amortization Expense (in 000's) 2017 $ 665 2018 344 2019 317 2020 317 2021 317 |
Long-term Debt
Long-term Debt | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-term Debt Long-term debt was comprised of the following at February 29, 2016 and November 30, 2016 : February 29, November 30, 2014 Credit Agreement debt : Revolver $ 3,000 $ 2,000 Term Loan 181,762 156,955 Total 2014 Credit Agreement debt 184,762 158,955 98.7FM non-recourse debt 65,411 61,356 Digonex non-recourse debt (1) 4,714 5,270 Less: Current maturities (17,573 ) (10,583 ) Less: Unamortized original issue discount (9,287 ) (7,570 ) Total long-term debt $ 228,027 $ 207,428 (1) The face value of Digonex non-recourse debt is $6.2 million 2014 Credit Agreement 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”), the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Fifth Third Bank, as syndication agent. The 2014 Credit Agreement includes a senior secured term loan facility (the “Term Loan”) of $ 185.0 million and a senior secured revolving credit facility of $20.0 million , and contains provisions for an uncommitted increase of up to $20.0 million principal amount (plus additional amounts so long as a pro forma total net senior secured leverage ratio condition is met) of the revolving credit facility and/or the Term Loan subject to the satisfaction of certain conditions. The revolving credit facility includes a sub-facility for the issuance of up to $5.0 million of letters of credit. Pursuant to the 2014 Credit Agreement, the Borrower borrowed $185.0 million of the Term Loan on June 10, 2014; $109.0 million was disbursed to the Borrower (the “Initial Proceeds”) and the remaining $76.0 million was funded into escrow (the “Subsequent Acquisition Proceeds”). The Initial Proceeds, coupled with $13.0 million of revolving credit facility borrowings, were used by the Borrower on June 10, 2014 to repay all amounts outstanding under the 2012 Credit Agreement, to make a $55.0 million initial payment associated with our acquisition of WBLS-FM and WLIB-AM, and to pay fees and expenses. The Subsequent Acquisition Proceeds were used to make the final $76.0 million payment related to the acquisition of WBLS-FM and WLIB-AM on February 13, 2015. The Term Loan is due not later than June 10, 2021 and initially amortized in an amount equal to 1% per annum (subsequently amended, see below) of the original principal amount of the Term Loan, payable in quarterly installments commencing April 1, 2015, with the balance payable on the maturity date. The revolving credit facility expires not later than June 10, 2019. An unused commitment fee of 50 basis points per annum will be payable quarterly on the average unused amount of the revolving credit facility. Prior to the amendments to the 2014 Credit Agreement discussed below, the Term Loan and amounts borrowed under the revolving credit facility bore interest, at the Borrower’s option, at either (i) the Alternate Base Rate (as defined in the 2014 Credit Agreement) (but not less than 2.00% ) plus 3.75% or (ii) the Adjusted LIBO Rate (as defined in the 2014 Credit Agreement) (but not less than 1.00% ) plus 4.75% . The 2014 Credit Agreement is carried on our condensed consolidated balance sheets net of an original issue discount. The original issue discount, which was $7.1 million and $5.5 million as of February 29, 2016 and November 30, 2016 , respectively, is being amortized as additional interest expense over the life of the 2014 Credit Agreement. The obligations under the 2014 Credit Agreement are secured by a perfected first priority security interest in substantially all of the assets of the Company, the Borrower and the Subsidiary Guarantors. On November 7, 2014, Emmis entered into the First Amendment to the 2014 Credit Agreement. The First Amendment (i) increased the maximum Total Leverage Ratio to 6.00 :1.00 for the period February 28, 2015 through February 29, 2016, (ii) adjusted the definition of Consolidated EBITDA to exclude during the term of the 2014 Credit Agreement up to $5 million in severance and/or contract termination expenses and up to $2.5 million in losses attributable to the reformatting of the Company’s radio stations, (iii) extended the requirement for the Borrower to pay a 1.00% fee on certain prepayments of the Term Loan to November 7, 2015, (iv) increased the Applicable Margin by 0.25% for at least six months from the date of the First Amendment and until the Total Leverage Ratio is less than 5.00 :1.00, and (v) made certain technical adjustments to the definition of Consolidated Excess Cash Flow and to address the Foreign Account Tax Compliance Act. Emmis paid a total of approximately $1.0 million of transaction fees to the Lenders that consented to the First Amendment, which were recorded as original issue discount and are being amortized over the remaining life of the 2014 Credit Agreement. On April 30, 2015, Emmis entered into the Second Amendment to the 2014 Credit Agreement. The Second Amendment (i) increased the maximum Total Leverage Ratio to (A) 6.75 :1.00 during the period from May 31, 2015 through February 29, 2016, (B) 6.50 :1.00 for the quarter ended May 31, 2016, (C) 6.25 :1.00 for the quarter ended August 31, 2016, (D) 6.00 :1.00 for the quarter ended November 30, 2016, and (E) 5.75 :1.00 for the quarter ended February 28, 2017, after which it reverts to the original ratio of 4.00 :1.00 for the quarters ended May 31, 2017 and thereafter, (ii) required Emmis to pay a 2.00% fee on certain prepayments of the Term Loan prior to the first anniversary of the Second Amendment and requires Emmis to pay a 1.00% fee on certain prepayments of the Term Loan from the first anniversary of the Second Amendment until the second anniversary of the Second Amendment, (iii) increased the Applicable Margin throughout the remainder of the term of the Credit Agreement to 5.00% for ABR Loans (as defined in the Credit Agreement) and 6.00% for Eurodollar Loans (as defined in the 2014 Credit Agreement), and (iv) increased the amortization to 0.50% per calendar quarter through January 1, 2016 and to 1.25% per calendar quarter thereafter commencing April 1, 2016. Emmis paid a total of approximately $1.1 million of transaction fees to the Lenders that consented to the Second Amendment, which were recorded as original issue discount and are being amortized over the remaining life of the 2014 Credit Agreement. On August 22, 2016, Emmis entered into the Third Amendment to the 2014 Credit Agreement. The Third Amendment made certain changes to the Credit Agreement to facilitate the Company's consideration of and, if approved by the Company's Board of Directors and shareholders, entry into a transaction that would have resulted in the Class A common stock of the Company ceasing to be registered under the Securities Act of 1934 (such potential transaction, a "Going Private Transaction"). Specifically, the Third Amendment added an exception to the covenant restricting transactions with affiliates that (i) permitted the Company to enter into a Going Private Transaction with an affiliate of the Company and (ii) permitted the Borrower to pay any costs incurred or reimbursed by an affiliate of the Company in connection with a Going Private Transaction, whether or not the transaction was consummated. The Third Amendment also allowed the Company to add certain costs and expenses incurred in connection with a Going Private Transaction to Consolidated EBITDA, as defined in the Credit Agreement, for purposes of determining compliance with the financial covenants in the Credit Agreement, subject to caps of (i) $2.5 million if a Going Private Transaction was not recommended by a special committee of the Company’s Board of Directors and (ii) $8.0 million if a Going Private Transaction was recommended by a special committee of the Company’s Board of Directors but not consummated. Finally, the Third Amendment made certain changes to the Credit Agreement that would have been effective only if a Going Private Transaction was consummated. The Third Amendment also required the Borrower to pay a 50 basis point fee to the lenders that consented to it either if a Going Private Transaction was consummated or if such a transaction was recommended by a special committee of the board of directors of the Company but not consummated. The special committee of the board of directors did not recommend the Going Private Transaction and no such transaction was consummated. See Note 10 for discussion of the Going Private Transaction. In connection with the closing of the sale of Texas Monthly on November 1, 2016, Emmis repaid $15.0 million of Term Loans and $8.5 million of Revolver borrowings (see Note 10 for more discussion of the sale of Texas Monthly ). Under the terms of the 2014 Credit Agreement, Emmis was required to use all Net Available Proceeds (as defined in the 2014 Credit Agreement) from the sale of Texas Monthly to repay Term Loans unless it exercised its right under the 2014 Credit Agreement to reinvest a portion of the Net Available Proceeds in new long-term assets of the Company. On November 1, 2016, Emmis exercised this reinvestment right for up to $10.0 million of Net Available Proceeds. This election allows the Company to reduce the amount of Net Available Proceeds by amounts used to purchase assets within 365 days of the election, or 545 days of the election so long as the asset purchase is under contract within 365 days. Routine capital expenditures qualify as a reinvestment under the terms of the 2014 Credit Agreement. The calculation of Net Available Proceeds is also reduced for transaction-related costs and certain other estimates including severance obligations that Emmis may be required to fund if employees are terminated by the buyer of Texas Monthly prior to February 28, 2017. Future changes in these estimates will impact the calculation of Net Available Proceeds. The current calculation of Net Available Proceeds, reinvestments and Term Loan repayments related to the sale of Texas Monthly is as follows: Term Loan Repayments Texas Monthly Sale Gross proceeds from the sale of Texas Monthly $ 25,000 Working capital and other closing adjustments (747 ) Estimate of transaction costs (126 ) Estimate of employee-related transaction costs, including maximum reimbursement to buyer for severance (2,977 ) Subtotal 21,150 Less: Reinvestments - capital expenditures since November 1, 2016 (388 ) Less: Term Loan repayment on November 1, 2016 (15,000 ) Remaining Net Available Proceeds, subject to finalization of estimates and reinvestments $ 5,762 This amount is not included as a current maturity of long-term debt in the accompanying condensed consolidated balance sheet as of November 30, 2016 because the amount, if any, of additional Net Available Proceeds required to be used to repay Term Loans within one year is not determinable primarily because such amounts are reduced by future capital expenditures that we may incur. We were in compliance with all financial and non-financial covenants as of November 30, 2016 . Our Total Leverage Ratio and Interest Coverage Ratio (each as defined in the 2014 Credit Agreement) requirements and actual amounts as of November 30, 2016 were as follows: As of November 30, 2016 Covenant Requirement Actual Results Maximum Total Leverage Ratio 6.00 : 1.00 5.53 : 1.00 Minimum Interest Coverage Ratio 2.00 : 1.00 2.32 : 1.00 98.7FM Non-recourse Debt On May 30, 2012, the Company, through wholly-owned, newly-created subsidiaries, issued $82.2 million of non-recourse 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 and its 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% . The 98.7FM non-recourse notes are carried on our condensed consolidated balance sheets net of an original issue discount. The original issue discount, which was $2.2 million and $2.0 million as of February 29, 2016 and November 30, 2016 , respectively, is being amortized as additional interest expense over the life of the notes. Digonex Non-recourse Debt Digonex non-recourse notes payable consist of notes payable issued by Digonex, which were recorded at fair value on June 16, 2014, the date that Emmis acquired a controlling interest in Digonex. The notes payable, some of which are secured by the assets of Digonex, are non-recourse to the rest of the Company and its subsidiaries. The notes payable mature on December 31, 2017 and accrue interest at 5.0% per annum. Interest is due at maturity. The face value of the notes payable is $6.2 million . The Company is accreting the difference between this face value and the original $3.6 million fair value of the notes payable recorded in the acquisition of its controlling interest of the business as interest expense over the remaining term of the notes payable. As a result of our mandatory repayment of Term Loans in connection with our sale of Texas Monthly , quarterly mandatory Term Loan repayments decreased from $2.3 million per quarter to $1.6 million per quarter. Also, no quarterly amortization payment is due on January 1, 2017. Quarterly amortization payments will resume effective April 1, 2017. Based on amounts outstanding at November 30, 2016 , mandatory principal payments of long-term debt for the next five years and thereafter are summarized below: Year Ended 2014 Credit Agreement Digonex Total February 28 (29), Revolver Term Loan 98.7FM Debt Notes payable Payments 2017 $ — $ — $ 1,398 $ — $ 1,398 2018 — 6,265 6,039 6,199 18,503 2019 — 6,265 6,587 — 12,852 2020 2,000 6,265 7,150 — 15,415 2021 — 6,265 7,756 — 14,021 Thereafter — 131,895 32,426 — 164,321 Total $ 2,000 $ 156,955 $ 61,356 $ 6,199 $ 226,510 |
Liquidity
Liquidity | 9 Months Ended |
Nov. 30, 2016 | |
Debt Disclosure [Abstract] | |
Liquidity | Liquidity The Company continually projects its anticipated cash needs, which include its operating needs, capital needs, and principal and interest payments on its indebtedness. As of the filing of this Form 10-Q, management believes the Company can meet its liquidity needs through the end of fiscal year 2017 with cash and cash equivalents on hand and projected cash flows from operations. Based on these projections, management also believes the Company will be in compliance with its debt covenants through the end of fiscal year 2017. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Nov. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As defined in ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Recurring Fair Value Measurements The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of February 29, 2016 and November 30, 2016 . The financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. As of November 30, 2016 Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total (in 000's) Available for sale securities $ — $ — $ 800 $ 800 Total assets measured at fair value on a recurring basis $ — $ — $ 800 $ 800 As of February 29, 2016 Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total (in 000's) Available for sale securities $ — $ — $ 800 $ 800 Total assets measured at fair value on a recurring basis $ — $ — $ 800 $ 800 Available for sale securities — Emmis’ available for sale securities are comprised of preferred stock of a private company that is not traded in active markets and is included in other assets, net in the accompanying condensed consolidated balance sheets. The investment is recorded at fair value, which was generally estimated using significant unobservable market parameters, resulting in a level 3 categorization. The carrying value of our preferred stock investment was determined by using implied valuations of recent rounds of financing and by other corroborating evidence, which may include the application of various valuation methodologies including option-pricing and discounted cash flow based models. The following table shows a reconciliation of the beginning and ending balances for fair value measurements using significant unobservable inputs: For the Nine Months Ended November 30, 2015 2016 Available For Sale Securities Available For Sale Securities Beginning Balance $ 500 $ 800 Purchases — — Ending Balance $ 500 $ 800 Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that include those described in Note 3, Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). Fair Value of Other Financial Instruments Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts. The following methods and assumptions were used to estimate the fair value of financial instruments: - Cash and cash equivalents : The carrying amount of these assets approximates fair value because of the short maturity of these instruments. - 2014 Credit Agreement debt : As of November 30, 2016 , the fair value and carrying value, excluding original issue discount, of the Company's 2014 Credit Agreement debt was $144.6 million and $159.0 million , respectively. The Company's estimate of fair value was based on quoted prices of this instrument and is considered a Level 2 measurement. - Other long-term debt : The Company’s 98.7FM non-recourse debt and Digonex non-recourse debt is not actively traded and is considered a level 3 measurement. The Company believes the current carrying value of its other long-term debt approximates its fair value. |
Segment Information
Segment Information | 9 Months Ended |
Nov. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s operations are aligned into three business segments: (i) Radio, (ii) Publishing and (iii) Corporate & Emerging Technologies. Emerging Technologies includes our TagStation, NextRadio and Digonex businesses. These business segments are consistent with the Company’s management of these businesses and its financial reporting structure. Corporate expenses are not allocated to reportable segments. The Company’s segments operate exclusively in the United States. The accounting policies as described in the summary of significant accounting policies included in the Company’s Annual Report filed on Form 10-K, for the year ended February 29, 2016 , and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments. Three Months Ended November 30, 2016 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 42,462 $ 13,633 $ 204 $ 56,299 Station operating expenses excluding and depreciation and amortization expense 28,979 13,828 2,619 45,426 Corporate expenses excluding depreciation and amortization expense — — 3,397 3,397 Depreciation and amortization 854 59 219 1,132 Gain on sale of publishing assets, net of disposition costs — (17,491 ) — (17,491 ) Operating income (loss) $ 12,629 $ 17,237 $ (6,031 ) $ 23,835 Three Months Ended November 30, 2015 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 42,634 $ 16,658 $ 322 $ 59,614 Station operating expenses excluding LMA fees and depreciation and amortization expense 27,352 14,310 1,992 43,654 Corporate expenses excluding depreciation and amortization expense — — 2,810 2,810 Depreciation and amortization 934 68 530 1,532 Operating income (loss) $ 14,348 $ 2,280 $ (5,010 ) $ 11,618 Nine Months Ended November 30, 2016 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 131,133 $ 39,344 $ 598 $ 171,075 Station operating expenses excluding depreciation and amortization expense 87,915 40,265 7,226 135,406 Corporate expenses excluding depreciation and amortization expense — — 8,894 8,894 Impairment loss — — 2,988 2,988 Depreciation and amortization 2,642 201 903 3,746 Gain on sale of publishing assets, net of disposition costs — (17,491 ) — (17,491 ) Loss on disposal of property and equipment 125 — — 125 Operating income (loss) $ 40,451 $ 16,369 $ (19,413 ) $ 37,407 Nine Months Ended November 30, 2015 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 132,789 $ 46,775 $ 985 $ 180,549 Station operating expenses excluding depreciation and amortization expense 87,925 43,557 5,449 136,931 Corporate expenses excluding depreciation and amortization expense — — 10,116 10,116 Depreciation and amortization 2,528 192 1,665 4,385 Operating income (loss) $ 42,336 $ 3,026 $ (16,245 ) $ 29,117 Total Assets Radio Publishing Corporate & Emerging Technologies Consolidated As of February 29, 2016 $ 271,336 $ 22,060 $ 23,210 $ 316,606 As of November 30, 2016 $ 273,654 $ 10,578 $ 17,835 $ 302,067 |
Regulatory, Legal and Other Mat
Regulatory, Legal and Other Matters | 9 Months Ended |
Nov. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Regulatory, Legal and Other Matters | Regulatory, Legal and Other Matters Emmis is a party to various legal proceedings arising in the ordinary course of business. In the opinion of management of the company, however, there are no legal proceedings pending against the company that we believe are likely to have a material adverse effect on the company. On July 7, 2014, individuals who had been seeking to overturn the FCC’s approval of the transfer of the broadcast licenses for WBLS-FM and WLIB-AM from entities associated with Inner City Broadcasting to YMF (the entities that subsequently sold the two stations to Emmis) filed with the U.S. Court of Appeals for the District of Columbia Circuit a Notice of Appeal of the FCC’s approval of the transfer. The U.S. Court of Appeals for the District of Columbia upheld the license transfer, but the plaintiffs filed a Petition for Writ of Certiorari with the United States Supreme Court. The United States Supreme Court declined to hear the appeal on October 17, 2016. In March 2015, an individual filed a lawsuit in the Federal District Court in New York challenging the transfer of the assets of WBLS-FM and WLIB-AM from Inner City to YMF, and claimed that Emmis had exerted undue influence in securing the FCC's consent to the transfer of the FCC licenses of WBLS-FM and WLIB-AM from YMF to Emmis. The United States District Court for the Southern District of New York dismissed this case on September 14, 2016, and no appeal was timely filed. |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2016 | |
Income Taxes [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes Our effective income tax rate was 17% and 9% for the nine-month periods ended November 30, 2015 and 2016. The Company recorded a valuation allowance for its net deferred tax assets generated during the period, including its net operating loss carryforwards, but excluding deferred tax liabilities related to indefinite-lived intangibles. The provision associated with deferred tax liabilities related to indefinite-lived intangibles is estimated to be approximately $2.5 million for the year ending February 28, 2017. |
Significant Events
Significant Events | 9 Months Ended |
Nov. 30, 2016 | |
Significant Events [Abstract] | |
Other Significant Transactions [Text Block] | Other Significant Events 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 believes that its publishing portfolio has significant brand value and plans to use proceeds from the sale of its publishing properties to repay debt. Emmis received net proceeds of $23.5 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 $0.8 million . The $0.8 million of disposition costs primarily relate to Emmis' agreement to reimburse the buyer for severance costs pursuant to a predetermined schedule to the extent that the buyer terminates employees of Texas Monthly prior to February 28, 2017. This amount represents the Company's estimate of the probable amount of exposure under this agreement, which has been accrued and recorded as a reduction of the disposal gain. Additional severance amounts of up to $1.8 million could be incurred during the quarter ended February 28, 2017, if the buyer chooses to terminate additional employees. Any additional severance amounts will be recorded during the quarter ended February 28, 2017, as an adjustment to the disposal gain. Substantially all of the proceeds were used to repay term and revolving loan indebtedness under Emmis’ senior credit facility. Emmis recorded a $17.5 million gain on the sale of Texas Monthly . Texas Monthly had historically been included in our Publishing segment. 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. The Term Loan repayment is preliminary and may be adjusted for revisions to estimates and the Company's reinvestment of proceeds of the Texas Monthly transaction. See Note 4 for more discussion. Three months ended November 30, Nine Months ended November 30, 2015 2016 2015 2016 Net revenues $ 6,525 $ 4,146 $ 19,454 $ 14,774 Station operating expenses, excluding depreciation and amortization expense 5,415 4,284 16,545 14,367 Depreciation and amortization 30 21 87 84 Operating income 1,080 (159 ) 2,822 323 Interest expense 287 195 840 782 Other expense (income) 3 — (361 ) (7 ) Income before income taxes 790 (354 ) 2,343 (452 ) The following table presents unaudited pro forma consolidated financial information as if the closing of our disposition of Texas Monthly and the related $15.0 million mandatory debt repayment had occurred on March 1, 2015 (in thousands, except per share data): Three Months Ended Nine Months Ended 2015 2016 2015 2016 Net revenues $ 53,089 $ 52,153 $ 161,095 $ 156,301 Station operating expenses, excluding depreciation and amortization 38,239 41,142 120,386 121,039 Consolidated net income 5,178 1,120 10,698 4,135 Net income attributable to the Company 4,758 539 9,124 3,658 Net income per share - basic $ 0.43 $ 0.04 $ 0.83 $ 0.31 Net income per share - diluted $ 0.40 $ 0.04 $ 0.77 $ 0.30 Sale of Terre Haute radio stations On October 12, 2016, Emmis entered into agreements to sell its radio stations in Terre Haute, Indiana. Emmis previously announced that it was exploring strategic alternatives for its Terre Haute radio stations and WLIB-AM in New York. Emmis believes selling these non-core radio stations will help the company to continue to de-lever its balance sheet. Under one purchase agreement, Emmis will sell the assets of WTHI-FM and the intellectual property of WWVR-FM to Midwest Communications, Inc. for gross proceeds of $4.3 , subject to working capital and other closing adjustments. Under another purchase agreement, Emmis will sell 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. for gross proceeds of $0.9 million , subject to working capital and other closing adjustments. The purchase agreements contain customary representations, warranties, covenants and indemnities. Because Midwest Communications is currently at the FCC ownership limits for FM radio stations in the Terre Haute market, Midwest contemporaneously entered into an agreement to sell one of its stations, WDKE-FM, to DLC Media. The closings under these three transactions are cross conditioned. The transactions are subject to FCC approval and other customary closing conditions, and are expected to close on January 30, 2017. The Terre Haute radio stations are included in our Radio segment. The following table summarizes certain operating results for the Terre Haute radio stations for all periods presented: Three months ended November 30, Nine Months ended November 30, 2015 2016 2015 2016 Net revenues $ 614 $ 849 $ 1,950 $ 2,035 Station operating expenses, excluding depreciation and amortization expense 556 741 1,883 1,796 Depreciation and amortization 42 29 119 117 Operating income 16 79 (52 ) 122 Emmis determined that the Terre Haute radio stations met the requirements for held for sale classification as of November 30, 2016. Noncurrent assets related to our Terre Haute radio stations as of February 29, 2016 and November 30, 2016 consisted of property and equipment and FCC Licenses as summarized in the following table. Terre Haute assets held for sale of $1.4 million as of November 30, 2016 are included in other current assets in the accompanying condensed consolidated balance sheets as the Company expects to close on the sale of the stations within the next twelve months. No reclassifications were made to classify Terre Haute assets as held for sale as of February 29, 2016. As of February 29, 2016 As of November 30, 2016 (included in Property and equipment, net and Indefinite-lived intangibles) (included in Other current assets) Property and equipment, net 809 700 Indefinite-lived intangibles 721 721 Total Terre Haute assets held for sale 1,530 1,421 Nasdaq listing requirements On July 26, 2016, the Nasdaq Stock Market LLC ("Nasdaq") informed the Company that the Company was in compliance with all applicable requirements for continued listing of its Class A common stock on Nasdaq. The Company requested and received a hearing before the Nasdaq Hearing Panel regarding the Nasdaq Listing Qualifications Staff's June 7, 2016, determination to delist the Company's Class A common stock due to the Company's non-compliance with the minimum bid price requirement. The Hearing Panel determined the Company had regained compliance with the minimum bid price requirement as a result of the one-for-four reverse stock split adopted July 8, 2016, and is otherwise compliant with all applicable Nasdaq listing criteria. On March 17, 2016, Nasdaq filed with the United States Securities and Exchange Commission Form 25-NSE to formally delist the Company's Preferred Stock from the Nasdaq Global Select Market (formerly listed under the symbol "EMMSP"). The delisting occurred on March 28, 2016. Subsequently, the Company filed a Certification and Notice of Termination of Registration to cause the Preferred Stock to be deregistered under Section 12(g) of the Securities Exchange Act of 1934. Pursuant to the Company's articles of incorporation, each outstanding share of Preferred Stock was automatically converted on April 4, 2016, into the Company's Class A common stock at a ratio of 2.80 shares of Class A common stock for each share of Preferred Stock. Digonex investment On March 1, 2016, June 7, 2016, and September 1, 2016, Emmis contributed an additional $0.5 million to Digonex in the form of convertible debt. As of November 30, 2016. Emmis owns rights that are convertible into at least 79% of the common equity of Digonex. Going private offer On August 18, 2016, the Board of Directors of the Company received a letter from E Acquisition Corporation ("EAC"), an Indiana corporation owned by Jeffrey H. Smulyan, the Company’s Chairman of the Board, Chief Executive Officer and controlling shareholder, setting forth a non-binding proposal by which E Acquisition Corporation (the “Proposing Person”), would acquire all the outstanding shares of Class A Common Stock of the Company that are not owned by the Proposing Person at a cash purchase price of $4.10 per share (the “Proposal”). The Proposal contemplated that, following the closing of the proposed transaction, the Company’s shares would no longer be registered with the Securities and Exchange Commission and the Company would no longer be a reporting company or have any public shares traded on Nasdaq. The Company’s Board of Directors formed a special committee of independent and disinterested directors (the “Special Committee”) to review and evaluate the Proposal. The members of the Special Committee were Susan Bayh and Peter Lund. On October 14, 2016, EAC delivered to the Special Committee a letter (the “Proposal Expiration Letter”) confirming that the offer had expired on October 14, 2016 and had not been extended. The Special Committee engaged independent legal counsel and independent financial advisors to assist the Special Committee in the evaluation of the Proposal. Through November 30, 2016, the Company incurred $0.9 million of costs associated with the Proposal, which are included in corporate expenses, excluding depreciation and amortization expense in the accompanying condensed consolidated statements of operations. No further costs are expected to be incurred in connection with the going private offer as it has expired. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Nov. 30, 2016 | |
Subsequent Event [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events Amendment of NextRadio LLC agreement with Sprint On August 9, 2013, NextRadio LLC, a wholly-owned subsidiary of Emmis, entered into an agreement with Sprint whereby Sprint agreed to pre-load the Company's NextRadio smartphone application in a minimum of 30 million FM-enabled wireless devices on the Sprint wireless network over a three-year period. In return, NextRadio LLC agreed to serve as a conduit for the radio industry to pay Sprint $15 million per year in equal quarterly installments over the three year term and to share with Sprint certain revenue generated by the NextRadio application. Emmis has not guaranteed NextRadio LLC's performance under this agreement and Sprint does not have recourse to any Emmis related entity other than NextRadio LLC. Through November 30, 2016, NextRadio LLC had remitted $33.2 million to Sprint under the terms of this agreement. Effective December 8, 2016, NextRadio LLC and Sprint entered into an Amendment of their original agreement. The Amendment calls for NextRadio LLC to make installment payments totaling $6.0 million commencing with a $0.6 million payment that was made on December 12, 2016. Installment payments are to be made periodically, with the last one due on March 15, 2017. Once the installment payments are completed, Sprint will forgive the remaining $5.8 million that it was due under the original agreement. Also in connection with this amendment, NextRadio LLC and Sprint agreed to increase Sprint's share of certain revenue generated by the NextRadio application. NextRadio LLC has received a loan of up to $4.0 million for the sole purpose of fulfilling the payment obligations to Sprint under the Amendment. The loan is to be repaid out of proceeds from sales of enhanced advertising through the NextRadio application. On December 22, 2016, NextRadio LLC received $1.4 million under the loan, which was promptly remitted to Sprint. NextRadio is in discussions with radio broadcasters and other companies involved in the radio industry to fund the remaining installment payments due to Sprint. Modification of Digonex non-recourse debt In December 2016, holders of Digonex secured notes payable agreed to extend the maturity date of the notes from December 31, 2017 to December 31, 2020, provided that the holders of Digonex's unsecured notes payable agree to a similar extension. The notes will continue to accrue interest at 5.0% per annum with interest payable at maturity. Additional investment in Digonex On January 3, 2017, Emmis contributed an additional $0.5 million to Digonex in the form of convertible debt. Subsequent to this contribution, Emmis owns rights that are convertible into approximately 80% of the common equity of Digonex. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Preparation of Interim Financial Statements | Preparation of Interim Financial Statements Pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), the condensed consolidated interim financial statements included herein have been prepared, without audit, by Emmis Communications Corporation (“ECC”) and its subsidiaries (collectively, “our,” “us,” “we,” “Emmis” or the “Company”). As permitted under the applicable rules and regulations of the SEC, certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations; however, Emmis believes that the disclosures are adequate to make the information presented not misleading. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report for Emmis filed on Form 10-K for the year ended February 29, 2016 . The Company’s results are subject to seasonal fluctuations. Therefore, results shown on an interim basis are not necessarily indicative of results for a full year. In the opinion of Emmis, the accompanying condensed consolidated interim financial statements contain all material adjustments (consisting only of normal recurring adjustments, except as otherwise noted) necessary to present fairly the consolidated financial position of Emmis at November 30, 2016 , the results of its operations for the three-month and nine-month periods ended November 30, 2015 and 2016 , and cash flows for the nine -month periods ended November 30, 2015 and 2016 . There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended February 29, 2016 that have had a material impact on our condensed consolidated financial statements and related notes. |
Basic and Diluted Net (Loss) Income Per Common Share | Basic and Diluted Net Income Per Common Share Basic net income per common share is computed by dividing net income attributable to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted net income per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted. Potentially dilutive securities at November 30, 2015 and 2016 consisted of stock options and restricted stock awards. Potentially dilutive securities at November 30, 2015 also included Series A non-cumulative convertible preferred stock (the “Preferred Stock”). |
Local Programming and Marketing Agreement Fees | Local Programming and Marketing Agreement Fees The Company from time to time enters into local programming and marketing agreements (“LMAs”), often pending regulatory approval of transfer of the Federal Communications Commission ("FCC") licenses in connection with acquisitions or dispositions of radio stations. Under the terms of these agreements, the acquiring company makes specified periodic payments to the holder of the FCC license in exchange for the right to program and sell advertising for a specified portion of the station’s inventory of broadcast time. The acquiring company records revenues and expenses associated with the portion of the station’s inventory of broadcast time it manages. Nevertheless, as the holder of the FCC license, the owner-operator retains control and responsibility for the operation of the station, including responsibility over all programming broadcast on the station. On April 26, 2012, Emmis entered into an LMA with a subsidiary of Disney Enterprises, Inc. for 98.7FM in New York (formerly WRKS-FM and now WEPN-FM, hereinafter referred to as “98.7FM”). The LMA for this station started on April 30, 2012 and will continue until August 31, 2024. Emmis retains ownership and control of the station, including the related FCC license during the term of the LMA and is scheduled to receive an annual fee until the LMA’s termination. LMA fee revenue is recorded on a straight-line basis over the term of the LMA |
Restricted Cash | Restricted Cash The Company's restricted cash, included in current assets in the accompanying condensed consolidated balance sheets, totaled $1.5 million and $2.1 million as of February 29, 2016 and November 30, 2016 , respectively. The terms of our 98.7FM non-recourse notes and related agreements discussed in Note 4 restrict a portion of our cash on deposit for specific operating and financing purposes. Restricted cash related to the 98.7FM non-recourse notes and related agreements totaled $1.5 million and $1.4 million as of February 29, 2016 and November 30, 2016 , respectively. In connection with the Company's agreement with Sprint/United Management Company (“Sprint”), the Company collects cash from other participating companies in the radio industry and remits cash collected to Sprint. The entirety of cash collected but not yet remitted to Sprint classified as restricted cash as of November 30, 2016 was $0.6 million . The Company had remitted to Sprint all collected cash related to its agreement as of February 29, 2016. |
Valuation of Indefinite-lived Broadcasting Licenses | Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, Intangibles—Goodwill and Other, the Company’s Federal Communications Commission (“FCC”) licenses are considered indefinite-lived intangibles. These assets, which the Company determined were its only indefinite-lived intangibles, are not subject to amortization, but are tested for impairment at least annually as discussed below. The carrying amounts of the Company’s FCC licenses were $205.1 million as of February 29, 2016 and November 30, 2016 . As of November 30, 2016, $0.7 million of the Company's FCC licenses were classified as held for sale (see Note 10 for more discussion). Pursuant to Emmis’ accounting policy, stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA with another broadcaster. The Company generally performs its annual impairment test of indefinite-lived intangibles as of December 1 of each year. When indicators of impairment are present, the Company will perform an interim impairment test. During the nine months ended November 30, 2016 , no new or additional impairment indicators emerged; hence, no interim impairment testing was warranted. These impairment tests may result in impairment charges in future periods. Fair value of our FCC licenses is estimated to be the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. To determine the fair value of our FCC licenses, the Company uses an income valuation method when it performs its impairment tests. Under this method, the Company projects cash flows that would be generated by each of its units of accounting assuming the unit of accounting was commencing operations in its respective market at the beginning of the valuation period. This cash flow stream is discounted to arrive at a value for the FCC license. The Company assumes the competitive situation that exists in each market remains unchanged, with the exception that its unit of accounting commenced operations at the beginning of the valuation period. In doing so, the Company extracts the value of going concern and any other assets acquired, and strictly values the FCC license. Major assumptions involved in this analysis include market revenue, market revenue growth rates, unit of accounting audience share, unit of accounting revenue share and discount rate. Each of these assumptions may change in the future based upon changes in general economic conditions, audience behavior, consummated transactions, and numerous other variables that may be beyond our control. When evaluating our radio broadcasting licenses for impairment, the testing is performed at the unit of accounting level as determined by ASC Topic 350-30-35. In our case, radio stations in a geographic market cluster are considered a single unit of accounting, provided that they are not being operated under an LMA. |
Valuation of Goodwill | Valuation of Goodwill ASC Topic 350-20-35 requires the Company to test goodwill for impairment at least annually using a two-step process. The first step is a screen for potential impairment, while the second step measures the amount of impairment. The Company conducts the two-step impairment test on December 1 of each fiscal year, unless indications of impairment exist during an interim period. During the quarter ended August 31, 2016, the Company lowered its growth expectations for Digonex for the next several years due to slow client adoption of dynamic pricing services. While the Company continues to believe in the long-term growth prospects of Digonex, the lengthy sales cycle has caused Digonex to perform below expectations to date. Despite lowering near-term growth expectations for Digonex in connection with our annual impairment review for fiscal 2016, which led to a goodwill impairment charge of $0.7 million , performance in the first six months of the current fiscal year indicated that a further revision was appropriate. Our projections now assume Digonex will generate cash flow losses in the short and medium-term. The combination of lower-than-expected current period results, coupled with downward revisions to future revenue projections, resulted in an impairment indicator that caused the Company to assess goodwill and related intangibles on an interim basis during the quarter ended August 31, 2016. The Company's discounted cash flow analysis for Digonex indicated a nominal enterprise value. Therefore, in connection with the interim impairment test, Emmis determined that Digonex's goodwill was fully impaired and recorded an impairment loss of $2.1 million during the quarter ended August 31, 2016. When assessing its goodwill of radio and publishing operations for impairment, the Company generally uses an enterprise valuation approach to determine the fair value of each of the Company’s reporting units (radio stations grouped by market and magazines on an individual basis). Management determines enterprise value for each of its reporting units by multiplying the two-year average station operating income generated by each reporting unit (current year based on actual results and the next year based on budgeted results) by an estimated market multiple. The Company uses a blended station operating income trading multiple of publicly traded radio operators as a benchmark for the multiple it applies to its radio reporting units. There are no publicly traded publishing companies that are focused predominantly on city and regional magazines as is our publishing segment. Therefore, the market multiple used as a benchmark for our publishing reporting units has been based on recently completed transactions within the city and regional magazine industry or analyst reports that include valuations of magazine divisions within publicly traded media conglomerates. Management believes this methodology for valuing radio and publishing properties is a common approach and believes that the multiples used in the valuation are reasonable given our peer comparisons and recent market transactions. To corroborate the step-one reporting unit fair values determined using the market approach described above, management also uses an income approach, which is a discounted cash flow method to determine the fair value of the reporting unit. This enterprise valuation is compared to the carrying value of the reporting unit for the first step of the goodwill impairment test. If the reporting unit exhibits impairment, the Company proceeds to the second step of the goodwill impairment test. For its step-two testing, the enterprise value is allocated among the tangible assets, indefinite-lived intangible assets (FCC licenses valued using a direct-method valuation approach) and unrecognized intangible assets, such as customer lists, with the residual amount representing the implied fair value of the goodwill. To the extent the carrying amount of the goodwill exceeds the implied fair value of the goodwill, the difference is recorded as an impairment charge in the statement of operations. |
Definite-lived intangibles | Definite-lived intangibles The Company’s definite-lived intangible assets consist of trademarks, customer lists, and a syndicated programming contract, all of which are amortized over the period of time the assets are expected to contribute directly or indirectly to the Company’s future cash flows. |
Fair Value Measurements and Disclosure | Non-Recurring Fair Value Measurements The Company has certain assets that are measured at fair value on a non-recurring basis under circumstances and events that include those described in Note 3, Intangible Assets and Goodwill, and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered a Level 3 measurement due to the subjective nature of the unobservable inputs used to determine the fair value (see Note 3 for more discussion). Fair Value of Other Financial Instruments Certain nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. Assets and liabilities acquired in business combinations are recorded at their fair value as of the date of acquisition. The estimated fair value of financial instruments is determined using the best available market information and appropriate valuation methodologies. Considerable judgment is necessary, however, in interpreting market data to develop the estimates of fair value. Accordingly, the estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange, or the value that ultimately will be realized upon maturity or disposition. The use of different market assumptions may have a material effect on the estimated fair value amounts. The following methods and assumptions were used to estimate the fair value of financial instruments: - Cash and cash equivalents : The carrying amount of these assets approximates fair value because of the short maturity of these instruments. - 2014 Credit Agreement debt : As of November 30, 2016 , the fair value and carrying value, excluding original issue discount, of the Company's 2014 Credit Agreement debt was $144.6 million and $159.0 million , respectively. The Company's estimate of fair value was based on quoted prices of this instrument and is considered a Level 2 measurement. - Other long-term debt : The Company’s 98.7FM non-recourse debt and Digonex non-recourse debt is not actively traded and is considered a level 3 measurement. The Company believes the current carrying value of its other long-term debt approximates its fair value. As defined in ASC Topic 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). Recurring Fair Value Measurements The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value on a recurring basis as of February 29, 2016 and November 30, 2016 . The financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. Available for sale securities — Emmis’ available for sale securities are comprised of preferred stock of a private company that is not traded in active markets and is included in other assets, net in the accompanying condensed consolidated balance sheets. The investment is recorded at fair value, which was generally estimated using significant unobservable market parameters, resulting in a level 3 categorization. The carrying value of our preferred stock investment was determined by using implied valuations of recent rounds of financing and by other corroborating evidence, which may include the application of various valuation methodologies including option-pricing and discounted cash flow based models. |
New Accounting Pronouncements | Recent Accounting Pronouncements In November, 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2016-18, Statement of Cash Flows (230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective in annual and quarterly periods in fiscal years beginning after December 15, 2017, with early adoption permitted, and requires a retrospective transition method. The Company is currently in the process of evaluating the impact of the adoption of this standard on its statement of cash flows. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, to clarify the principles used to recognize revenue for all entities. The FASB deferred implementation of this guidance by one year with the issuance of Accounting Standards Update 2015-14. As such, this guidance will be effective for the Company in the first quarter of its fiscal year ending February 28, 2019. The Company is currently evaluating the method of adoption and impact, if any, the adoption of this guidance will have on its financial position and results of operations. In August 2014, the FASB issued Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This update provides guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for the fiscal year ending February 28, 2017, and for annual periods and interim periods thereafter. Early adoption is permitted. The adoption of this update is not expected to have an impact on the Company’s consolidated financial statements. In April 2015, the FASB issued Accounting Standards Update 2015-05, Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. This update provides guidance as to when a company using a cloud computing service that includes a software license should capitalize and depreciate the software license. This guidance was effective for the Company as of March 1, 2016. The adoption of this guidance did not have any effect on the Company's financial position, results of operations, or cash flows. In September 2015, the FASB issued Accounting Standards Update 2015-16, Business Combinations - Simplifying the Accounting for Measurement-Period Adjustments. This update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in the provisional amount as if the accounting had been completed at the acquisition date. This guidance was effective for the Company as of March 1, 2016. The adoption of this guidance did not have any effect on the Company's financial position, results of operations, or cash flows. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. This guidance will be effective for the Company as of March 1, 2019. A modified retrospective transition method is required. The Company is currently evaluating the impact the adoption of this guidance will have on its consolidated financial statements. In March 2016, the FASB issued Accounting Standards Update 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09) to simplify the accounting for share-based payment transactions, including the income tax consequences, and standardize certain classifications on the statement of cash flows. As permitted by ASU 2016-09, the Company chose to early adopt the provisions of this update as of March 1, 2016. The adoption of this guidance did not have any effect on the Company's financial position, results of operations, or cash flows. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Accounting Policies [Abstract] | |
Calculation of Basic and Diluted Net (loss) Income Per Share from Continuing Operations | The following table sets forth the calculation of basic and diluted net income per share: For the three months ended November 30, 2015 November 30, 2016 Net Income Shares Net Income Per Share Net Income Shares Net Income Per Share (amounts in 000’s, except per share data) Basic net income per common share: Net income available to common shareholders $ 5,548 11,100 $ 0.50 $ 17,676 12,114 $ 1.46 Impact of equity awards — 247 — 273 Impact of conversion of preferred stock into common stock — 529 — — Diluted net income per common share: Net income available to common shareholders $ 5,548 11,876 $ 0.47 $ 17,676 12,387 $ 1.43 For the nine months ended November 30, 2015 November 30, 2016 Net Income Shares Net Income Per Share Net Income Shares Net Income Per Share (amounts in 000’s, except per share data) Basic net income per common share: Net income available to common shareholders $ 11,467 10,961 $ 1.05 $ 20,697 11,989 $ 1.73 Impact of equity awards — 352 — — 174 — Impact of conversion of preferred stock into common stock — 550 — — — — Diluted net income per common share: Net income available to common shareholders $ 11,467 11,863 $ 0.97 $ 20,697 12,163 $ 1.70 |
Shares Excluded from Calculation as Effect of Conversion into Shares of Common Stock would be Antidilutive | Shares excluded from the calculation as the effect of their conversion into shares of our common stock would be antidilutive were as follows: For the three month ended November 30, For the nine months ended November 30, 2015 2016 2015 2016 (shares in 000’s ) Equity awards 1,346 1,237 987 1,362 Antidilutive common share equivalents 1,346 1,237 987 1,362 |
Schedule Of Operating Results From Local Programming and Marketing Agreements | The following table summarizes certain operating results of 98.7FM for all periods presented. Net revenues for 98.7FM are solely related to LMA fees. 98.7FM is a part of our radio segment. For the three months ended November 30, For the nine months ended November 30, 2015 2016 2015 2016 (amounts in 000's) Net revenues $ 2,582 $ 2,582 $ 7,748 $ 7,748 Station operating expenses, excluding depreciation and amortization expense 232 346 748 960 Interest expense 754 699 2,302 2,142 |
Schedule Of Assets And Liabilities Of Local Programming and Marketing Agreements | Assets and liabilities of 98.7FM as of February 29, 2016 and November 30, 2016 were as follows: As of February 29, As of November 30, 2016 2016 (amounts in 000's) Current assets: Restricted cash $ 1,464 $ 1,430 Prepaid expenses 545 459 Total current assets 2,009 1,889 Noncurrent assets: Property and equipment, net 253 234 Indefinite lived intangibles 49,297 49,297 Deposits and other 5,460 6,042 Total noncurrent assets 55,010 55,573 Total assets $ 57,019 $ 57,462 Current liabilities: Accounts payable and accrued expenses $ 14 $ 28 Current maturities of long-term debt 5,453 5,885 Deferred revenue 779 807 Other current liabilities 223 210 Total current liabilities 6,469 6,930 Noncurrent liabilities: Long-term debt, net of current portion and unamortized debt discount 57,728 53,441 Total noncurrent liabilities 57,728 53,441 Total liabilities $ 64,197 $ 60,371 |
Noncontrolling Interest | Below is a summary of the noncontrolling interest activity for the nine months ended November 30, 2015 and 2016: Austin radio partnership Digonex Total noncontrolling interests Balance, February 28, 2015 $ 47,883 $ (1,222 ) $ 46,661 Net income (loss) 4,724 (3,150 ) 1,574 Distributions to noncontrolling interests (4,391 ) — (4,391 ) Balance, November 30, 2015 $ 48,216 $ (4,372 ) $ 43,844 Balance, February 29, 2016 $ 47,556 $ (9,159 ) $ 38,397 Net income (loss) 4,453 (3,976 ) 477 Distributions to noncontrolling interests (4,263 ) — (4,263 ) Balance, November 30, 2016 $ 47,746 $ (13,135 ) $ 34,611 |
Share Based Payments (Tables)
Share Based Payments (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Assumptions used to Calculate Fair Value of Options on Date of Grant | The following assumptions were used to calculate the fair value of the Company’s options on the date of grant during the nine months ended November 30, 2015 and 2016 : Nine Months Ended November 30, 2015 2016 Risk-Free Interest Rate: 1.3% - 1.4% 0.9% - 1.2% Expected Dividend Yield: 0% 0% Expected Life (Years): 4.3 4.3 Expected Volatility: 57.2% - 64.6% 55.5% - 60.0% |
Summary of Stock Options Outstanding and Activity | The following table presents a summary of the Company’s stock options outstanding at November 30, 2016 , and stock option activity during the nine months ended November 30, 2016 (“Price” reflects the weighted average exercise price per share; "Aggregate Intrinsic Value" dollars in thousands): Options Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding, beginning of period 1,948,384 $ 6.36 Granted 179,678 2.42 Exercised 57,738 1.98 Forfeited 12,499 7.12 Expired 21,307 39.59 Outstanding, end of period 2,036,518 5.79 6.4 $ 745 Exercisable, end of period 1,203,843 6.00 4.9 $ 327 |
Summary of Nonvested Options and Changes | A summary of the Company’s nonvested options at November 30, 2016 , and changes during the nine months ended November 30, 2016 , is presented below: Options Weighted Average Grant Date Fair Value Nonvested, beginning of period 830,803 $ 3.71 Granted 179,678 1.15 Vested 165,307 5.31 Forfeited 12,499 3.62 Nonvested, end of period 832,675 2.84 |
Summary of Restricted Stock Grants Outstanding and Activity | The following table presents a summary of the Company’s restricted stock grants outstanding at November 30, 2016 , and restricted stock activity during the nine months ended November 30, 2016 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 212,995 $ 7.12 Granted 340,461 3.11 Vested (restriction lapsed) 328,001 4.23 Grants outstanding, end of period 225,455 5.27 |
Stock-Based Compensation Expense and Related Tax Benefits Recognized | The following table summarizes stock-based compensation expense recognized by the Company during the three and nine months ended November 30, 2015 and 2016 . The Company did not recognize any tax benefits related to stock-based compensation during the periods presented below. Three Months Ended November 30, Nine Months Ended November 30, 2015 2016 2015 2016 Station operating expenses $ 365 $ 221 $ 1,610 $ 755 Corporate expenses 539 480 3,059 1,462 Stock-based compensation expense included in operating expenses $ 904 $ 701 $ 4,669 $ 2,217 |
Goodwill by Segment (Tables)
Goodwill by Segment (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table summarizes the Company's goodwill by segment as of February 29, 2016 and November 30, 2016 . As of February 29, As of November 30, 2016 2016 Radio $ 4,603 $ 4,603 Publishing 8,036 — Corporate & Emerging Technologies 2,058 — Total Goodwill $ 14,697 $ 4,603 |
Definite-lived Intangibles (Tab
Definite-lived Intangibles (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The following table presents the weighted-average useful life, gross carrying amount and accumulated amortization for each major class of definite-lived intangible assets at February 29, 2016 and November 30, 2016 : As of February 29, 2016 As of November 30, 2016 (in 000's) Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trademarks 8.4 $ 1,240 $ 727 $ 513 $ 756 $ 558 $ 198 Patents N/A 1,815 1,141 674 — — — Customer lists 0.5 1,015 543 472 315 264 51 Programming agreement 4.8 2,154 514 1,640 2,154 734 1,420 TOTAL $ 6,224 $ 2,925 $ 3,299 $ 3,225 $ 1,556 $ 1,669 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table presents the Company's estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangibles: Year ended February 28 (29), Expected Amortization Expense (in 000's) 2017 $ 665 2018 344 2019 317 2020 317 2021 317 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Debt Instrument | |
Schedule of Debt [Table Text Block] | The current calculation of Net Available Proceeds, reinvestments and Term Loan repayments related to the sale of Texas Monthly is as follows: Term Loan Repayments Texas Monthly Sale Gross proceeds from the sale of Texas Monthly $ 25,000 Working capital and other closing adjustments (747 ) Estimate of transaction costs (126 ) Estimate of employee-related transaction costs, including maximum reimbursement to buyer for severance (2,977 ) Subtotal 21,150 Less: Reinvestments - capital expenditures since November 1, 2016 (388 ) Less: Term Loan repayment on November 1, 2016 (15,000 ) Remaining Net Available Proceeds, subject to finalization of estimates and reinvestments $ 5,762 |
Schedule of Long-term Debt Instruments | Long-term debt was comprised of the following at February 29, 2016 and November 30, 2016 : February 29, November 30, 2014 Credit Agreement debt : Revolver $ 3,000 $ 2,000 Term Loan 181,762 156,955 Total 2014 Credit Agreement debt 184,762 158,955 98.7FM non-recourse debt 65,411 61,356 Digonex non-recourse debt (1) 4,714 5,270 Less: Current maturities (17,573 ) (10,583 ) Less: Unamortized original issue discount (9,287 ) (7,570 ) Total long-term debt $ 228,027 $ 207,428 |
Schedule Of Maximum Leverage Ratio | Our Total Leverage Ratio and Interest Coverage Ratio (each as defined in the 2014 Credit Agreement) requirements and actual amounts as of November 30, 2016 were as follows: As of November 30, 2016 Covenant Requirement Actual Results Maximum Total Leverage Ratio 6.00 : 1.00 5.53 : 1.00 Minimum Interest Coverage Ratio 2.00 : 1.00 2.32 : 1.00 |
Schedule of Maturities of Long-term Debt | Based on amounts outstanding at November 30, 2016 , mandatory principal payments of long-term debt for the next five years and thereafter are summarized below: Year Ended 2014 Credit Agreement Digonex Total February 28 (29), Revolver Term Loan 98.7FM Debt Notes payable Payments 2017 $ — $ — $ 1,398 $ — $ 1,398 2018 — 6,265 6,039 6,199 18,503 2019 — 6,265 6,587 — 12,852 2020 2,000 6,265 7,150 — 15,415 2021 — 6,265 7,756 — 14,021 Thereafter — 131,895 32,426 — 164,321 Total $ 2,000 $ 156,955 $ 61,356 $ 6,199 $ 226,510 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Accounted for at Fair Value on Recurring Basis | The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels. As of November 30, 2016 Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total (in 000's) Available for sale securities $ — $ — $ 800 $ 800 Total assets measured at fair value on a recurring basis $ — $ — $ 800 $ 800 As of February 29, 2016 Level 1 Level 2 Level 3 Quoted Prices in Active Markets for Identical Assets or Liabilities Significant Other Observable Inputs Significant Unobservable Inputs Total (in 000's) Available for sale securities $ — $ — $ 800 $ 800 Total assets measured at fair value on a recurring basis $ — $ — $ 800 $ 800 |
Reconciliation of Beginning and Ending Balances for Fair Value Measurements using Significant Unobservable Inputs | The following table shows a reconciliation of the beginning and ending balances for fair value measurements using significant unobservable inputs: For the Nine Months Ended November 30, 2015 2016 Available For Sale Securities Available For Sale Securities Beginning Balance $ 500 $ 800 Purchases — — Ending Balance $ 500 $ 800 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Segment Reporting [Abstract] | |
Results of Operations of Business Segments | Three Months Ended November 30, 2016 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 42,462 $ 13,633 $ 204 $ 56,299 Station operating expenses excluding and depreciation and amortization expense 28,979 13,828 2,619 45,426 Corporate expenses excluding depreciation and amortization expense — — 3,397 3,397 Depreciation and amortization 854 59 219 1,132 Gain on sale of publishing assets, net of disposition costs — (17,491 ) — (17,491 ) Operating income (loss) $ 12,629 $ 17,237 $ (6,031 ) $ 23,835 Three Months Ended November 30, 2015 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 42,634 $ 16,658 $ 322 $ 59,614 Station operating expenses excluding LMA fees and depreciation and amortization expense 27,352 14,310 1,992 43,654 Corporate expenses excluding depreciation and amortization expense — — 2,810 2,810 Depreciation and amortization 934 68 530 1,532 Operating income (loss) $ 14,348 $ 2,280 $ (5,010 ) $ 11,618 Nine Months Ended November 30, 2016 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 131,133 $ 39,344 $ 598 $ 171,075 Station operating expenses excluding depreciation and amortization expense 87,915 40,265 7,226 135,406 Corporate expenses excluding depreciation and amortization expense — — 8,894 8,894 Impairment loss — — 2,988 2,988 Depreciation and amortization 2,642 201 903 3,746 Gain on sale of publishing assets, net of disposition costs — (17,491 ) — (17,491 ) Loss on disposal of property and equipment 125 — — 125 Operating income (loss) $ 40,451 $ 16,369 $ (19,413 ) $ 37,407 Nine Months Ended November 30, 2015 Radio Publishing Corporate & Emerging Technologies Consolidated Net revenues $ 132,789 $ 46,775 $ 985 $ 180,549 Station operating expenses excluding depreciation and amortization expense 87,925 43,557 5,449 136,931 Corporate expenses excluding depreciation and amortization expense — — 10,116 10,116 Depreciation and amortization 2,528 192 1,665 4,385 Operating income (loss) $ 42,336 $ 3,026 $ (16,245 ) $ 29,117 Total Assets Radio Publishing Corporate & Emerging Technologies Consolidated As of February 29, 2016 $ 271,336 $ 22,060 $ 23,210 $ 316,606 As of November 30, 2016 $ 273,654 $ 10,578 $ 17,835 $ 302,067 |
Significant Events (Tables)
Significant Events (Tables) | 9 Months Ended |
Nov. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Pro Forma Results, Business Dispositions | The following table presents unaudited pro forma consolidated financial information as if the closing of our disposition of Texas Monthly and the related $15.0 million mandatory debt repayment had occurred on March 1, 2015 (in thousands, except per share data): Three Months Ended Nine Months Ended 2015 2016 2015 2016 Net revenues $ 53,089 $ 52,153 $ 161,095 $ 156,301 Station operating expenses, excluding depreciation and amortization 38,239 41,142 120,386 121,039 Consolidated net income 5,178 1,120 10,698 4,135 Net income attributable to the Company 4,758 539 9,124 3,658 Net income per share - basic $ 0.43 $ 0.04 $ 0.83 $ 0.31 Net income per share - diluted $ 0.40 $ 0.04 $ 0.77 $ 0.30 |
Disclosure of Long Lived Assets Held-for-sale | Noncurrent assets related to our Terre Haute radio stations as of February 29, 2016 and November 30, 2016 consisted of property and equipment and FCC Licenses as summarized in the following table. Terre Haute assets held for sale of $1.4 million as of November 30, 2016 are included in other current assets in the accompanying condensed consolidated balance sheets as the Company expects to close on the sale of the stations within the next twelve months. No reclassifications were made to classify Terre Haute assets as held for sale as of February 29, 2016. As of February 29, 2016 As of November 30, 2016 (included in Property and equipment, net and Indefinite-lived intangibles) (included in Other current assets) Property and equipment, net 809 700 Indefinite-lived intangibles 721 721 Total Terre Haute assets held for sale 1,530 1,421 |
Texas Monthly | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Results of Operations of Disposal Groups | 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. The Term Loan repayment is preliminary and may be adjusted for revisions to estimates and the Company's reinvestment of proceeds of the Texas Monthly transaction. See Note 4 for more discussion. Three months ended November 30, Nine Months ended November 30, 2015 2016 2015 2016 Net revenues $ 6,525 $ 4,146 $ 19,454 $ 14,774 Station operating expenses, excluding depreciation and amortization expense 5,415 4,284 16,545 14,367 Depreciation and amortization 30 21 87 84 Operating income 1,080 (159 ) 2,822 323 Interest expense 287 195 840 782 Other expense (income) 3 — (361 ) (7 ) Income before income taxes 790 (354 ) 2,343 (452 ) |
Terre Haute Cluster | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Results of Operations of Disposal Groups | The following table summarizes certain operating results for the Terre Haute radio stations for all periods presented: Three months ended November 30, Nine Months ended November 30, 2015 2016 2015 2016 Net revenues $ 614 $ 849 $ 1,950 $ 2,035 Station operating expenses, excluding depreciation and amortization expense 556 741 1,883 1,796 Depreciation and amortization 42 29 119 117 Operating income 16 79 (52 ) 122 |
Summary of Significant Accoun29
Summary of Significant Accounting Policies Calculation of Basic and Diluted Net Income Per Share from Continuing Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Basic net income per common share: | ||||
Net income available to common shareholders | $ 17,676 | $ 5,548 | $ 20,697 | $ 11,467 |
Impact of conversion of preferred stock into common stock | $ 0 | $ 0 | ||
Basic shares: | ||||
Basic weighted average common shares outstanding (in shares) | 12,114 | 11,100 | 11,989 | 10,961 |
Impact of equity awards (in shares) | 273 | 247 | 174 | 352 |
Impact of conversion of preferred stock into common stock (in shares) | 0 | 529 | 0 | 550 |
Diluted shares: | ||||
Diluted weighted average common shares outstanding (in shares) | 12,387 | 11,876 | 12,163 | 11,863 |
Basic net income per common share: | ||||
Net income available to common shareholders from continuing operations, per basic shares (in dollars per share) | $ 1.46 | $ 0.50 | $ 1.73 | $ 1.05 |
Diluted net income per common share: | ||||
Net income available to common shareholders from continuing operations, per dilutive shares (in dollars per share) | $ 1.43 | $ 0.47 | $ 1.70 | $ 0.97 |
Summary of Significant Accoun30
Summary of Significant Accounting Policies Shares Excluded from Calculation as Effect of Conversion into Shares of Common Stock (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents | 1,237 | 1,346 | 1,362 | 987 |
Equity awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents | 1,237 | 1,346 | 1,362 | 987 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies Summary of Restricted Cash (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 2,095 | $ 1,464 |
Nonrecourse Notes | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | 1,400 | $ 1,500 |
Sprint/NextRadio Agreement | ||
Cash and Cash Equivalents [Line Items] | ||
Restricted cash | $ 600 |
Summary of Significant Accoun32
Summary of Significant Accounting Policies Operating Results of Local Programming and Marketing Agreement Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Net revenues | $ 56,299 | $ 59,614 | $ 171,075 | $ 180,549 |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 45,426 | 43,654 | 135,406 | 136,931 |
Interest expense | 4,481 | 4,768 | 13,929 | 14,259 |
98.7 FM | ||||
Segment Reporting Information [Line Items] | ||||
Net revenues | 2,582 | 2,582 | 7,748 | 7,748 |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 346 | 232 | 960 | 748 |
Interest expense | $ 699 | $ 754 | $ 2,142 | $ 2,302 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies Assets and Liabilities of Local Programming and Marketing Agreement Fees (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
Segment Reporting Information [Line Items] | ||
Prepaid expenses | $ 6,725 | $ 7,413 |
Total current assets | 52,077 | 51,691 |
Property and equipment, net | 30,678 | 33,843 |
Indefinite-lived intangibles | 204,443 | 205,129 |
Total assets | 302,067 | 316,606 |
Other current liabilities | 5,321 | 5,775 |
Total current liabilities | 37,519 | 51,285 |
Long-term debt, net of current portion | 207,428 | 228,027 |
Other noncurrent liabilities | 6,847 | 7,728 |
Total liabilities | 297,409 | 330,755 |
98.7 FM | ||
Segment Reporting Information [Line Items] | ||
Restricted cash | 1,430 | 1,464 |
Prepaid expenses | 459 | 545 |
Total current assets | 1,889 | 2,009 |
Property and equipment, net | 234 | 253 |
Indefinite-lived intangibles | 49,297 | 49,297 |
Deposits and other | 6,042 | 5,460 |
Total noncurrent assets | 55,573 | 55,010 |
Total assets | 57,462 | 57,019 |
Accounts payable and accrued expenses | 28 | 14 |
Current maturities of long-term debt | 5,885 | 5,453 |
Deferred revenue | 807 | 779 |
Other current liabilities | 210 | 223 |
Total current liabilities | 6,930 | 6,469 |
Long-term debt, net of current portion | 53,441 | 57,728 |
Total noncurrent liabilities | 53,441 | 57,728 |
Total liabilities | $ 60,371 | $ 64,197 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Noncontrolling Interest [Line Items] | ||||
Beginning balance | $ 38,397 | $ 46,661 | ||
Net income (loss) | $ (581) | $ (420) | (477) | (1,574) |
Distributions to noncontrolling interests | (4,263) | (4,391) | ||
Ending balance | 34,611 | 43,844 | 34,611 | 43,844 |
Austin Radio Partnership [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Beginning balance | 47,556 | 47,883 | ||
Net income (loss) | (4,453) | 4,724 | ||
Distributions to noncontrolling interests | (4,263) | (4,391) | ||
Ending balance | 47,746 | 48,216 | 47,746 | 48,216 |
Digonex [Member] | ||||
Noncontrolling Interest [Line Items] | ||||
Beginning balance | (9,159) | (1,222) | ||
Net income (loss) | 3,976 | 3,150 | ||
Distributions to noncontrolling interests | 0 | 0 | ||
Ending balance | $ (13,135) | $ (4,372) | $ (13,135) | $ (4,372) |
Summary of Significant Accoun35
Summary of Significant Accounting Policies Noncontrolling Interests - Additional Information (Details) | 9 Months Ended |
Nov. 30, 2016 | |
Austin Radio Partnership [Member] | |
Noncontrolling Interest [Line Items] | |
Percentage Of Controlling Interest | 50.10% |
Summary of Significant Accoun36
Summary of Significant Accounting Policies Reverse Stock Split (Details) | Jul. 08, 2016 |
Reverse Stock Split [Abstract] | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.25 |
Share Based Payments Assumption
Share Based Payments Assumptions used to Calculate Fair Value of Options on Date of Grant (Details) | 9 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Dividend Yield: | 0.00% | 0.00% |
Expected Life (Years): | 4 years 3 months 12 days | 4 years 3 months 12 days |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-Free Interest Rate: | 0.90% | 1.30% |
Expected Volatility: | 55.50% | 57.20% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-Free Interest Rate: | 1.20% | 1.40% |
Expected Volatility: | 60.00% | 64.60% |
Share Based Payments - Addition
Share Based Payments - Additional Information (Details) - USD ($) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Proceeds from Stock Options Exercised | $ 0 | $ 100,000 | ||
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | $ 0 | $ 0 | ||
Stock options granted, term | 10 years | |||
Stock options vesting period | 3 years | |||
Annual percentage over three years | 33.33% | |||
Stock options weighted average grant date fair value | $ 1.15 | $ 4.04 | ||
Shares available for future grants | 1.4 | 1.4 | ||
Restricted stock awards requisite service period | 3 years | |||
Grant date fair value of shares vested | $ 1,400,000 | $ 2,800,000 | ||
Compensation expenses | $ 701,000 | $ 904,000 | 2,217,000 | $ 4,669,000 |
Unrecognized compensation cost | $ 1,600,000 | $ 1,600,000 | ||
Compensation cost of weighted average period | 1 year 4 months | |||
Other Compensation Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grants | 0.3 | 0.3 | ||
Two Thousand Sixteen Equity Compensation Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for future grants | 1.1 | 1.1 | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-Free Interest Rate: | 0.90% | 1.30% | ||
Vesting dates of outstanding options | 2017-01 | |||
Expiration dates of options | 2017-03 | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Risk-Free Interest Rate: | 1.20% | 1.40% | ||
Vesting dates of outstanding options | 2019-07 | |||
Expiration dates of options | 2016-09 |
Share Based Payments Summary of
Share Based Payments Summary of Stock Options Outstanding and Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Nov. 30, 2016USD ($)$ / sharesshares | ||
Options | ||
Outstanding, beginning of period | shares | 1,948,384 | |
Granted | shares | 179,678 | |
Exercised | shares | 1,203,843 | |
Forfeited | shares | 12,499 | |
Expired | shares | 21,307 | |
Outstanding, end of period | shares | 2,036,518 | |
Price | ||
Outstanding, beginning of period | $ 6.36 | |
Granted | 2.42 | |
Expired or exchanged | 39.59 | |
Outstanding, end of period | 5.79 | |
Exercisable, end of period | $ 6 | |
Outstanding | 6 years 160 days | |
Exercised | $ 1.98 | [1] |
Forfeited | $ 7.12 | |
Exercisable, end of period | 4 years 320 days | |
Outstanding, end of period | $ | $ 745 | |
Exercisable, end of period | $ | $ 327 | |
[1] | Cash received from option exercises for the nine months ended November 30, 2015 and 2016 was $0.1 million in both periods. The Company did not record an income tax benefit relating to the options exercised during the nine months ended November 30, 2015 or 2016. |
Share Based Payments Summary 40
Share Based Payments Summary of Nonvested Options and Changes (Details) | 9 Months Ended |
Nov. 30, 2016$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share Based Compensation Share Based Payment Awards Option Forfeited In Period Weighted Average Grant Date Fair Value | $ 3.62 |
Options | |
Nonvested, beginning of period | shares | 830,803 |
Granted | shares | 179,678 |
Vested | shares | 165,307 |
Nonvested, end of period | shares | 832,675 |
Weighted Average Grant Date Fair Value | |
Nonvested, beginning of period | $ 3.71 |
Granted | 1.15 |
Vested | 5.31 |
Nonvested, end of period | $ 2.84 |
Share Based Payments Summary 41
Share Based Payments Summary of Restricted Stock Grants Outstanding and Activity (Details) - Restricted Stock | 9 Months Ended |
Nov. 30, 2016$ / sharesshares | |
Awards | |
Grants outstanding, beginning of period | shares | 212,995 |
Granted | shares | 340,461 |
Vested (restriction lapsed) | shares | 328,001 |
Grants outstanding, end of period | shares | 225,455 |
Price | |
Grants outstanding, beginning of period | $ / shares | $ 7.12 |
Granted | $ / shares | 3.11 |
Vested (restriction lapsed) | $ / shares | 4.23 |
Grants outstanding, end of period | $ / shares | $ 5.27 |
Share Based Payments Stock-Base
Share Based Payments Stock-Based Compensation Expense and Related Tax Benefits Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 701 | $ 904 | $ 2,217 | $ 4,669 |
Station operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 221 | 365 | 755 | 1,610 |
Corporate expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 480 | $ 539 | $ 1,462 | $ 3,059 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | |
Intangible Assets And Goodwill [Line Items] | |||||
Impairment loss on intangible assets | $ 0 | $ 0 | $ 2,988 | $ 0 | |
Carrying amount of indefinite-lived intangibles | 205,100 | 205,100 | |||
Goodwill | 4,603 | 4,603 | $ 14,697 | ||
Indefinite-lived intangibles classified as held for sale | 700 | 700 | |||
Goodwill [Member] | |||||
Intangible Assets And Goodwill [Line Items] | |||||
Impairment loss on intangible assets | 2,100 | 700 | |||
Radio | |||||
Intangible Assets And Goodwill [Line Items] | |||||
Impairment loss on intangible assets | 0 | ||||
Goodwill | 4,603 | 4,603 | 4,603 | ||
Publishing | |||||
Intangible Assets And Goodwill [Line Items] | |||||
Impairment loss on intangible assets | 0 | ||||
Goodwill | $ 0 | $ 0 | 8,036 | ||
Finite-Lived Intangible Assets [Member] | |||||
Intangible Assets And Goodwill [Line Items] | |||||
Impairment loss on intangible assets | $ 900 |
Intangible Assets and Goodwil44
Intangible Assets and Goodwill Goodwill by Segment (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
Goodwill | $ 4,603 | $ 14,697 |
Radio | ||
Goodwill | 4,603 | 4,603 |
Publishing | ||
Goodwill | 0 | 8,036 |
Corporate and Emerging Technologies [Member] | ||
Goodwill | $ 0 | $ 2,058 |
Intangible Assets and Goodwil45
Intangible Assets and Goodwill Definite-lived Intangibles (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2016 | Feb. 29, 2016 | |
Definite-Lived Intangible Assets [Line Items] | ||
Definite-Lived Trademarks, Gross | $ 3,225 | $ 6,224 |
Definite-Lived Intangible Assets, Accumulated Amortization | 1,556 | 2,925 |
Other intangibles, net | $ 1,669 | 3,299 |
Trademarks | ||
Definite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 8 years 4 months 15 days | |
Definite-Lived Trademarks, Gross | $ 756 | 1,240 |
Definite-Lived Intangible Assets, Accumulated Amortization | 558 | 727 |
Other intangibles, net | 198 | 513 |
Patents | ||
Definite-Lived Intangible Assets [Line Items] | ||
Definite-Lived Trademarks, Gross | 0 | 1,815 |
Definite-Lived Intangible Assets, Accumulated Amortization | 0 | 1,141 |
Other intangibles, net | $ 0 | 674 |
Customer-Related Intangible Assets | ||
Definite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 6 months 15 days | |
Definite-Lived Trademarks, Gross | $ 315 | 1,015 |
Definite-Lived Intangible Assets, Accumulated Amortization | 264 | 543 |
Other intangibles, net | $ 51 | 472 |
Contract-Based Intangible Assets | ||
Definite-Lived Intangible Assets [Line Items] | ||
Weighted average remaining useful life | 4 years 9 months 15 days | |
Definite-Lived Trademarks, Gross | $ 2,154 | 2,154 |
Definite-Lived Intangible Assets, Accumulated Amortization | 734 | 514 |
Other intangibles, net | $ 1,420 | $ 1,640 |
Intangible Assets and Goodwil46
Intangible Assets and Goodwill Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Nov. 30, 2015 | Nov. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 500 | $ 600 |
Estimate of amortization expense related to intangible assets: | ||
2,016 | 665 | |
2,017 | 344 | |
2,018 | 317 | |
2,019 | 317 | |
2,020 | $ 317 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Detail) | Nov. 01, 2016USD ($) | Apr. 30, 2015USD ($) | Jun. 10, 2014USD ($) | Nov. 30, 2016USD ($) | Nov. 01, 2016USD ($) | Nov. 30, 2016USD ($) | Feb. 29, 2016USD ($) | Jun. 16, 2014USD ($) | May 30, 2012USD ($) |
Debt Instrument | |||||||||
Unamortized discount on issuance of debt | $ 7,570,000 | $ 7,570,000 | $ 9,287,000 | ||||||
Repayments of Debt | 15,000,000 | ||||||||
Asset Sale Proceeds Subject to Reinvestment | $ 10,000,000 | ||||||||
Debt Instrument, Periodic Payments, Quarterly Amounts Due | 1,600,000 | $ 2,300,000 | |||||||
98.7FM Non-recourse debt | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 82,200,000 | ||||||||
Interest rate during period | 4.10% | ||||||||
Non-recourse debt | 61,356,000 | 61,356,000 | 65,411,000 | ||||||
Digonex Non-recourse debt | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 6,200,000 | ||||||||
Interest rate during period | 5.00% | ||||||||
Non-recourse debt | 5,270,000 | 5,270,000 | 4,714,000 | $ 3,600,000 | |||||
Maximum | |||||||||
Debt Instrument | |||||||||
Debt Compliance Consolidated EBITDA permitted addback, Going Private not approved | 2,500,000 | ||||||||
Debt Compliance Consolidated EBITDA permitted addback, Going Private approved | 8,000,000 | ||||||||
98.7FM Non-recourse debt | |||||||||
Debt Instrument | |||||||||
Unamortized discount on issuance of debt | 2,000,000 | 2,000,000 | (2,200,000) | ||||||
Revolver | |||||||||
Debt Instrument | |||||||||
Repayments of Debt | 8,500,000 | ||||||||
Digonex Non-recourse debt | Non-recourse debt | |||||||||
Debt Instrument | |||||||||
Face amount of debt | 6,200,000 | 6,200,000 | |||||||
Two Thousand Fourteen Credit Agreement | |||||||||
Debt Instrument | |||||||||
Total Credit Agreement debt | 158,955,000 | $ 158,955,000 | 184,762,000 | ||||||
Provision for credit facility increase | $ 20,000,000 | ||||||||
Borrowings on revolving credit facility | 13,000,000 | ||||||||
Percentage of principal due in quarterly installments | 1.00% | ||||||||
Commitment Fee, Percentage of Line of Credit and Term Loan | 5000.00% | ||||||||
Commitment fee | 0.50% | ||||||||
Unamortized discount on issuance of debt | 7,100,000 | 5,500,000 | $ 5,500,000 | ||||||
Contingent debt amendment fee | 0.50% | ||||||||
Two Thousand Fourteen Credit Agreement | Term Loan | |||||||||
Debt Instrument | |||||||||
Total Credit Agreement debt | 156,955,000 | $ 156,955,000 | 181,762,000 | ||||||
Maximum borrowing capacity | 185,000,000 | ||||||||
Face amount of debt | 185,000,000 | ||||||||
Proceeds from issuance of debt | 109,000,000 | ||||||||
Long-term debt held in escrow | 76,000,000 | ||||||||
Two Thousand Fourteen Credit Agreement | Revolver | |||||||||
Debt Instrument | |||||||||
Total Credit Agreement debt | $ 2,000,000 | 2,000,000 | $ 3,000,000 | ||||||
Maximum borrowing capacity | 20,000,000 | ||||||||
Two Thousand Fourteen Credit Agreement | Letter of Credit | |||||||||
Debt Instrument | |||||||||
Maximum borrowing capacity | 5,000,000 | ||||||||
First Amendment to Two Thousand Fourteen Credit Agreement | |||||||||
Debt Instrument | |||||||||
Amortization of financing costs | $ 1,000,000 | ||||||||
Debt covenant increased leverage ratio amount | 6 | ||||||||
Debt covenant maximum severance expense excluded from consolidated EBITDA | $ 5,000,000 | ||||||||
Debt covenant, maximum losses attributable to reformatting of radio stations included in consolidated EBITDA | $ 2,500,000 | ||||||||
Prepayment fee, percentage | 1.00% | ||||||||
Increase in basis spread on variable rate | 0.25% | ||||||||
Debt covenant, leverage ratio threshold for applicable margin | 5 | ||||||||
Second Amendment to Two Thousand Fourteen Credit Agreement [Member] | |||||||||
Debt Instrument | |||||||||
Debt Instrument, Periodic Payment, Percentage of Principal Due in Quarterly Installments, Period One | 0.50% | ||||||||
Debt Instrument, Periodic Payment, Percentage of Principal Due in Quarterly Installments, Period Two | 1.25% | ||||||||
Amortization of financing costs | $ 1,100,000 | ||||||||
Debt Instrument, Debt Covenant, Leverage Ratio, Period One, Maximum | 6.75 | ||||||||
Debt Instrument, Debt Covenant, Leverage Ratio, Period Two, Maximum | 6.50 | ||||||||
Debt Instrument, Debt Covenant, Leverage Ratio, Period Three, Maximum | 6.25 | ||||||||
Debt Instrument, Debt Covenant, Leverage Ratio, Period Four, Maximum | 6 | ||||||||
Debt Instrument, Debt Covenant, Leverage Ratio, Period Five, Maximum | 5.75 | ||||||||
Debt Instrument, Debt Covenant, Leverage Ratio, Period Six, Maximum | 4 | ||||||||
Debt Instrument, Prepayment Fee, Period One, Percentage | 2.00% | ||||||||
Debt Instrument, Prepayment Fee, Period Two, Percentage | 1.00% | ||||||||
Term Loan | |||||||||
Debt Instrument | |||||||||
Repayments of Debt | $ 15,000,000 | ||||||||
Base Rate | Two Thousand Fourteen Credit Agreement | |||||||||
Debt Instrument | |||||||||
Minimum interest rate as a percentage | 2.00% | ||||||||
Basis spread on interest rate | 3.75% | ||||||||
Base Rate | Second Amendment to Two Thousand Fourteen Credit Agreement [Member] | |||||||||
Debt Instrument | |||||||||
Basis spread on interest rate | 5.00% | ||||||||
London Interbank Offered Rate (LIBOR) | Two Thousand Fourteen Credit Agreement | |||||||||
Debt Instrument | |||||||||
Minimum interest rate as a percentage | 1.00% | ||||||||
Basis spread on interest rate | 4.75% | ||||||||
London Interbank Offered Rate (LIBOR) | Second Amendment to Two Thousand Fourteen Credit Agreement [Member] | |||||||||
Debt Instrument | |||||||||
Basis spread on interest rate | 6.00% | ||||||||
WBLS-FM and WLIB-AM | |||||||||
Debt Instrument | |||||||||
Cash paid at first closing | 55,000,000 | ||||||||
Cash payable at second closing | $ 76,000,000 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 | Jun. 16, 2014 | Jun. 10, 2014 |
Debt Instrument | ||||
Less: Current maturities | $ 10,583 | $ 17,573 | ||
Less: Unamortized original issue discount | 7,570 | 9,287 | ||
Total long-term debt | 207,428 | 228,027 | ||
98.7FM Non-recourse debt | ||||
Debt Instrument | ||||
Non-recourse debt | 61,356 | 65,411 | ||
Digonex Non-recourse debt | ||||
Debt Instrument | ||||
Non-recourse debt | 5,270 | 4,714 | $ 3,600 | |
Two Thousand Fourteen Credit Agreement | ||||
Debt Instrument | ||||
Total Credit Agreement debt | 158,955 | 184,762 | ||
Less: Unamortized original issue discount | 5,500 | $ 7,100 | ||
Revolver | Two Thousand Fourteen Credit Agreement | ||||
Debt Instrument | ||||
Total Credit Agreement debt | 2,000 | 3,000 | ||
Term Loan | Two Thousand Fourteen Credit Agreement | ||||
Debt Instrument | ||||
Total Credit Agreement debt | $ 156,955 | $ 181,762 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maximum Leverage Ratio (Details) - Two Thousand Fourteen Credit Agreement | Nov. 30, 2016 |
Covenant Requirement | |
Line of Credit Facility | |
Maximum Total Leverage Ratio | 6 |
Minimum Interest Coverage Ratio | 2 |
Actual Results | |
Line of Credit Facility | |
Maximum Total Leverage Ratio | 5.53 |
Minimum Interest Coverage Ratio | 2.32 |
Long-term Debt - Schedule of 50
Long-term Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Nov. 30, 2016USD ($) |
Debt Instrument | |
2,015 | $ 1,398 |
2,016 | 18,503 |
2,017 | 12,852 |
2,018 | 15,415 |
2,019 | 14,021 |
Thereafter | 164,321 |
Total long-term debt | 226,510 |
98.7FM Non-recourse debt | |
Debt Instrument | |
2,015 | 1,398 |
2,016 | 6,039 |
2,017 | 6,587 |
2,018 | 7,150 |
2,019 | 7,756 |
Thereafter | 32,426 |
Total long-term debt | 61,356 |
Digonex Non-recourse debt | |
Debt Instrument | |
2,015 | 0 |
2,016 | 6,199 |
2,017 | 0 |
2,018 | 0 |
2,019 | 0 |
Thereafter | 0 |
Total long-term debt | 6,199 |
Revolver | Two Thousand Fourteen Credit Agreement | |
Debt Instrument | |
2,015 | 0 |
2,016 | 0 |
2,017 | 0 |
2,018 | 2,000 |
2,019 | 0 |
Thereafter | 0 |
Total long-term debt | 2,000 |
Term Loan | Two Thousand Fourteen Credit Agreement | |
Debt Instrument | |
2,015 | 0 |
2,016 | 6,265 |
2,017 | 6,265 |
2,018 | 6,265 |
2,019 | 6,265 |
Thereafter | 131,895 |
Total long-term debt | $ 156,955 |
Long-term Debt Long-term Debt -
Long-term Debt Long-term Debt - Schedule of Net Available Proceeds from the sale of Texas Monthly (Details) | 9 Months Ended |
Nov. 30, 2016USD ($) | |
Debt Instrument | |
Gross Proceeds from Divestiture of Business | $ 25,000,000 |
Divestiture Working Capital Adjustments | (747,000) |
Business Divestiture Disposition Costs Exclusive of Severance | (126,000) |
Severance Costs | (2,977,000) |
Maximum Potential Net Available Proceeds Prior to Reinvestments | 21,150,000 |
Reinvestment of Net Available Proceeds | (388,000) |
Repayments of Debt | (15,000,000) |
Remaining Net Available Proceeds | 5,762,000 |
Texas Monthly | |
Debt Instrument | |
Gross Proceeds from Divestiture of Business | 25,000,000 |
Divestiture Working Capital Adjustments | (700,000) |
Maximum | Texas Monthly | |
Debt Instrument | |
Severance Costs | $ (1,800,000) |
Fair Value Measurements Assets
Fair Value Measurements Assets and Liabilities Accounted for at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale securities | $ 800 | $ 800 |
Total assets measured at fair value on a recurring basis | 800 | 800 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale securities | 800 | 800 |
Total assets measured at fair value on a recurring basis | $ 800 | $ 800 |
Fair Value Measurements Reconci
Fair Value Measurements Reconciliation of Beginning and Ending Balances for Fair Value Measurements using Significant Unobservable Inputs (Details) - Available For Sale Securities - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning Balance | $ 800 | $ 500 |
Purchases | 0 | 0 |
Ending Balance | $ 800 | $ 500 |
Fair Value Measurements Additio
Fair Value Measurements Additional Information (Details) $ in Millions | Nov. 30, 2016USD ($) |
Fair Value Measurements Additional Detail [Abstract] | |
Long-term Debt, Fair Value | $ 144.6 |
Segment Information Results of
Segment Information Results of Operations of Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | Feb. 29, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 56,299 | $ 59,614 | $ 171,075 | $ 180,549 | |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 45,426 | 43,654 | 135,406 | 136,931 | |
Corporate expenses excluding depreciation and amortization expense | 3,397 | 2,810 | 8,894 | 10,116 | |
Impairment loss on intangible assets | 0 | 0 | 2,988 | 0 | |
Depreciation and amortization | 1,132 | 1,532 | 3,746 | 4,385 | |
Gain on sale of publishing assets, net of disposition costs | (17,491) | 0 | (17,491) | 0 | |
Loss on disposal of property and equipment | 0 | (125) | 0 | ||
Operating income (loss) | 23,835 | 11,618 | 37,407 | 29,117 | |
Total Assets | 302,067 | 302,067 | $ 316,606 | ||
Radio | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 42,462 | 42,634 | 131,133 | 132,789 | |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 28,979 | 27,352 | 87,915 | 87,925 | |
Corporate expenses excluding depreciation and amortization expense | 0 | 0 | 0 | 0 | |
Impairment loss on intangible assets | 0 | ||||
Depreciation and amortization | 854 | 934 | 2,642 | 2,528 | |
Gain on sale of publishing assets, net of disposition costs | 0 | 0 | |||
Loss on disposal of property and equipment | (125) | ||||
Operating income (loss) | 12,629 | 14,348 | 40,451 | 42,336 | |
Total Assets | 273,654 | 273,654 | 271,336 | ||
Publishing | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 13,633 | 16,658 | 39,344 | 46,775 | |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 13,828 | 14,310 | 40,265 | 43,557 | |
Corporate expenses excluding depreciation and amortization expense | 0 | 0 | 0 | 0 | |
Impairment loss on intangible assets | 0 | ||||
Depreciation and amortization | 59 | 68 | 201 | 192 | |
Gain on sale of publishing assets, net of disposition costs | (17,491) | (17,491) | |||
Loss on disposal of property and equipment | 0 | ||||
Operating income (loss) | 17,237 | 2,280 | 16,369 | 3,026 | |
Total Assets | 10,578 | 10,578 | 22,060 | ||
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 204 | 322 | 598 | 985 | |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 2,619 | 1,992 | 7,226 | 5,449 | |
Corporate expenses excluding depreciation and amortization expense | 3,397 | 2,810 | 8,894 | 10,116 | |
Impairment loss on intangible assets | 2,988 | ||||
Depreciation and amortization | 219 | 530 | 903 | 1,665 | |
Gain on sale of publishing assets, net of disposition costs | 0 | 0 | |||
Loss on disposal of property and equipment | 0 | ||||
Operating income (loss) | (6,031) | $ (5,010) | (19,413) | $ (16,245) | |
Total Assets | $ 17,835 | $ 17,835 | $ 23,210 |
Income Taxes Additional Informa
Income Taxes Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Nov. 30, 2016 | Nov. 30, 2015 | Feb. 28, 2017 | |
Deferred Tax Provision [Line Items] | |||
Provision for deferred income taxes | $ 1,900 | $ 2,523 | |
Effective Income Tax Rate | 9.00% | 17.00% | |
Scenario, Forecast [Member] | |||
Deferred Tax Provision [Line Items] | |||
Provision for deferred income taxes | $ 2,500 |
Significant Events Additional I
Significant Events Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Sep. 02, 2016 | Aug. 05, 2016 | Jun. 07, 2016 | Mar. 02, 2016 | Nov. 30, 2016 | Apr. 04, 2016 |
Business Acquisition [Line Items] | ||||||
Number Of Preferred Stock Converted Into Common Stock | 2.80 | |||||
Proposed Merger Per Share Amount | $ 4.10 | |||||
Potential Going Private Transaction Costs | $ 0.9 | |||||
Digonex [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Additional Convertible Rights Acquired, Total Equity Interest in Acquiree, Percentage | 79.00% | |||||
Investments in Consolidated Subsidiary | $ 0.5 | $ 0.5 | $ 0.5 |
Significant Events Results of T
Significant Events Results of Texas Monthly (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
NET REVENUES | $ 56,299 | $ 59,614 | $ 171,075 | $ 180,549 |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 45,426 | 43,654 | 135,406 | 136,931 |
Depreciation and amortization | 1,132 | 1,532 | 3,746 | 4,385 |
Operating Income (Loss) | 23,835 | 11,618 | 37,407 | 29,117 |
Interest expense | 4,481 | 4,768 | 13,929 | 14,259 |
Other income, net | 10 | 7 | 142 | 845 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | 18,886 | 6,857 | 23,142 | 15,703 |
Texas Monthly | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
NET REVENUES | 4 | 7 | 15 | 19 |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 4 | 5 | 14 | 17 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating Income (Loss) | 0 | 1 | 0 | 3 |
Interest expense | 0 | 0 | 1 | 1 |
Other income, net | 0 | 0 | 0 | 0 |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest | $ 0 | $ 1 | $ 0 | $ 2 |
Significant Events Pro Forma Re
Significant Events Pro Forma Results - Texas Monthly Disposition (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Business Disposition, Pro Forma Net Revenues | $ 52,153 | $ 53,089 | $ 156,301 | $ 161,095 |
Business Disposition, Pro Forma Operating Expenses | 41,142 | 38,239 | 121,039 | 120,386 |
Business Disposition, Pro Forma Consolidated Net Income | 1,120 | 5,178 | 4,135 | 10,698 |
Business Disposition, Pro Forma Net Income Available to the Company | $ 539 | $ 4,758 | $ 3,658 | $ 9,124 |
Basic Earnings Per Share, Pro Forma | $ 0.04 | $ 0.43 | $ 0.31 | $ 0.83 |
Diluted Earnings Per Share Pro Forma | $ 0.04 | $ 0.40 | $ 0.30 | $ 0.77 |
Significant Events Results of60
Significant Events Results of Terre Haute (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
NET REVENUES | $ 56,299 | $ 59,614 | $ 171,075 | $ 180,549 |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 45,426 | 43,654 | 135,406 | 136,931 |
Depreciation and amortization | 1,132 | 1,532 | 3,746 | 4,385 |
Operating Income (Loss) | 23,835 | 11,618 | 37,407 | 29,117 |
Terre Haute Cluster | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
NET REVENUES | 1 | 1 | 2 | 2 |
Station operating expenses excluding LMA fees and depreciation and amortization expense | 1 | 1 | 2 | 2 |
Depreciation and amortization | 0 | 0 | 0 | 0 |
Operating Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Significant Events Assets held
Significant Events Assets held for sale (Details) - USD ($) $ in Thousands | Nov. 30, 2016 | Feb. 29, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
PROPERTY AND EQUIPMENT, NET | $ 30,678 | $ 33,843 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 204,443 | 205,129 |
Terre Haute Cluster | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
PROPERTY AND EQUIPMENT, NET | 700 | 809 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 721 | 721 |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent | $ 1,530 | |
Disposal Group, Including Discontinued Operation, Assets, Current | $ 1,421 |
Significant Events Additional D
Significant Events Additional Details - Sale of Businesses (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2016 | Nov. 30, 2015 | Nov. 30, 2016 | Nov. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gross Proceeds from Divestiture of Business | $ 25,000,000 | |||
Divestiture Working Capital Adjustments | 747,000 | |||
Severance Costs | 2,977,000 | |||
Gain (Loss) on Disposition of Business | $ 17,491,000 | $ 0 | 17,491,000 | $ 0 |
Texas Monthly | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Mandatory Repayment of Debt, Divestiture Proceeds | 15,000,000 | |||
Gross Proceeds from Divestiture of Business | 25,000,000 | |||
Net Proceeds from Divestiture of Businesses | 23,500,000 | |||
Stated Purchase Price for Divestiture of Business | 25,000,000 | |||
Divestiture Working Capital Adjustments | 700,000 | |||
Business Divestiture Disposition Costs | 800,000 | |||
Gain (Loss) on Disposition of Business | (17,500,000) | |||
Maximum | Texas Monthly | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Severance Costs | 1,800,000 | |||
Midwest Communications Inc | Terre Haute Cluster | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stated Purchase Price for Divestiture of Business | 4,300,000 | |||
DLC Media Inc | Terre Haute Cluster | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stated Purchase Price for Divestiture of Business | $ 900,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Jan. 03, 2017 | Dec. 22, 2016 | Dec. 08, 2016 | Nov. 30, 2016 | Dec. 31, 2016 | Jun. 16, 2014 | Aug. 09, 2013 |
Subsequent Event [Line Items] | |||||||
FM Enabled Smartphones | 30,000,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Other Loans Payable | $ 4,000,000 | ||||||
Digonex [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Business Combination, Additional Convertible Rights Acquired, Total Equity Interest in Acquiree, Percentage | 79.00% | ||||||
Digonex [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Convertible Debt | $ 500,000 | ||||||
Business Combination, Additional Convertible Rights Acquired, Total Equity Interest in Acquiree, Percentage | 80.00% | ||||||
Digonex Non-recourse debt | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate during period | 5.00% | ||||||
Digonex Non-recourse debt | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Interest rate during period | 5.00% | ||||||
Sprint/NextRadio Agreement | |||||||
Subsequent Event [Line Items] | |||||||
Contractual Obligation | $ 15,000,000 | ||||||
Payment For Contractual Obligation | $ 33,200,000 | ||||||
Sprint/NextRadio Agreement | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Contractual Obligation | $ 6,000,000 | ||||||
Payment For Contractual Obligation | $ 1,400,000 | 600,000 | |||||
Contractual Obligation Forgiven if Conditions Met | $ 5,800,000 |