Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Nov. 30, 2019 | Jan. 02, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Nov. 30, 2019 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | EMMS | |
Entity Registrant Name | EMMIS COMMUNICATIONS CORP | |
Entity Central Index Key | 0000783005 | |
Current Fiscal Year End Date | --02-28 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 0-23264 | |
Entity Tax Identification Number | 351542018 | |
Entity Address, Address Line One | 40 MONUMENT CIRCLE | |
Entity Address, Address Line Two | SUITE 700 | |
Entity Address, City or Town | INDIANAPOLIS | |
Entity Address, State or Province | INDIANA | |
Entity Address, Postal Zip Code | 46204 | |
City Area Code | 317 | |
Local Phone Number | 266-0100 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,060,388 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,242,366 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Income Statement [Abstract] | ||||
NET REVENUES | $ 10,737 | $ 10,797 | $ 29,266 | $ 30,883 |
OPERATING EXPENSES: | ||||
Station operating expenses excluding depreciation and amortization expense | 8,199 | 10,809 | 23,667 | 30,494 |
Corporate expenses excluding depreciation and amortization expense | 10,437 | 2,297 | 15,211 | 7,607 |
Impairment loss | 304 | 4,022 | 509 | |
Depreciation and amortization | 263 | 345 | 866 | 1,068 |
Loss (gain) on sale of assets, net of disposition costs | 235 | 31 | (31,817) | |
Gain on legal matter | (2,153) | (2,153) | ||
Total operating expenses | 16,746 | 13,990 | 41,644 | 7,861 |
OPERATING (LOSS) INCOME | (6,009) | (3,193) | (12,378) | 23,022 |
OTHER EXPENSE: | ||||
Interest expense | (869) | (1,307) | (3,040) | (5,206) |
Loss on debt extinguishment | (510) | (510) | (771) | |
Other income, net | 121 | 40 | 147 | 92 |
Total other expense | (1,258) | (1,267) | (3,403) | (5,885) |
(LOSS) INCOME BEFORE INCOME TAXES | (7,267) | (4,460) | (15,781) | 17,137 |
(BENEFIT) PROVISION FOR INCOME TAXES | (950) | (2,747) | (1,533) | 6,213 |
(LOSS) INCOME FROM CONTINUING OPERATIONS | (6,317) | (1,713) | (14,248) | 10,924 |
DISCONTINUED OPERATIONS, NET OF TAX | 58,921 | 3,262 | 77,213 | 15,296 |
CONSOLIDATED NET INCOME | 52,604 | 1,549 | 62,965 | 26,220 |
NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (121) | 837 | 1,557 | 2,396 |
NET INCOME ATTRIBUTABLE TO THE COMPANY | 52,725 | 712 | 61,408 | 23,824 |
AMOUNTS ATTRIBUTABLE TO COMMON SHAREHOLDERS: | ||||
Net (loss) income attributable to common shareholders - continuing operations | (5,828) | (1,161) | (12,758) | 12,660 |
Net income attributable to common shareholders - discontinued operations | 58,553 | 1,873 | 74,166 | 11,164 |
Net income attributable to common shareholders | $ 52,725 | $ 712 | $ 61,408 | $ 23,824 |
BASIC NET (LOSS) INCOME PER SHARE: | ||||
Continuing operations | $ (0.45) | $ (0.09) | $ (0.99) | $ 1.01 |
Discontinued operations | 4.53 | 0.15 | 5.77 | 0.89 |
Basic net income per share | $ 4.08 | $ 0.06 | $ 4.78 | $ 1.90 |
Basic weighted average shares outstanding | 12,937 | 12,609 | 12,846 | 12,565 |
DILUTED NET (LOSS) INCOME PER SHARE: | ||||
Continuing operations | $ (0.45) | $ (0.09) | $ (0.99) | $ 0.94 |
Discontinued operations | 4.53 | 0.15 | 5.77 | 0.83 |
Diluted net income per share | $ 4.08 | $ 0.06 | $ 4.78 | $ 1.77 |
Diluted weighted average shares outstanding | 12,937 | 12,609 | 12,846 | 13,486 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Income Statement [Abstract] | ||||
Depreciation and amortization expense excluded from station operating expenses | $ 90 | $ 151 | $ 302 | $ 477 |
Depreciation and amortization expenses excluded from corporate expenses | $ 172 | $ 194 | $ 564 | $ 591 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
CONSOLIDATED NET INCOME | $ 52,604 | $ 1,549 | $ 62,965 | $ 26,220 |
LESS: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS | (121) | 837 | 1,557 | 2,396 |
COMPREHENSIVE INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ 52,725 | $ 712 | $ 61,408 | $ 23,824 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Nov. 30, 2019 | Feb. 28, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 111,345 | $ 4,343 |
Restricted cash | 1,622 | 2,504 |
Accounts receivable, net | 5,599 | 11,919 |
Prepaid expenses | 1,845 | 3,374 |
Other current assets | 10,350 | 1,225 |
Current assets held for sale | 6,629 | |
Total current assets | 130,761 | 29,994 |
PROPERTY AND EQUIPMENT, NET | 15,265 | 16,061 |
INDEFINITE-LIVED INTANGIBLE ASSETS | 68,540 | 72,562 |
OPERATING LEASE RIGHT-OF-USE ASSETS | 8,634 | |
EQUITY METHOD INVESTMENT- MEDIACO CLASS A COMMON STOCK | 5,485 | |
OTHER ASSETS, NET | 12,822 | 8,462 |
LONG-TERM ASSETS HELD FOR SALE | 110,667 | |
Total assets | 241,507 | 237,746 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 4,637 | 4,160 |
Current maturities of long-term debt | 7,830 | 32,150 |
Accrued salaries and commissions | 7,812 | 1,919 |
Deferred revenue | 2,639 | 3,464 |
Income taxes payable | 15,657 | 11,200 |
Operating lease liabilities | 842 | |
Other current liabilities | 1,868 | 2,401 |
Current liabilities held for sale | 2,072 | |
Total current liabilities | 41,285 | 57,366 |
LONG-TERM DEBT, NET OF CURRENT MATURITIES AND UNAMORTIZED DISCOUNT | 55,662 | 48,757 |
OPERATING LEASE LIABILITIES, NET OF CURRENT | 9,372 | |
OTHER NONCURRENT LIABILITIES | 2,328 | 3,914 |
DEFERRED INCOME TAXES | 18,263 | 25,232 |
NONCURRENT LIABILITIES HELD FOR SALE | 2,110 | |
Total liabilities | 126,910 | 137,379 |
COMMITMENTS AND CONTINGENCIES | ||
EQUITY: | ||
Additional paid-in capital | 597,439 | 595,984 |
Accumulated deficit | (462,492) | (523,900) |
Total shareholders’ equity | 135,080 | 72,214 |
NONCONTROLLING INTERESTS | (20,483) | 28,153 |
Total equity | 114,597 | 100,367 |
Total liabilities and equity | 241,507 | 237,746 |
Class A Common Stock | ||
EQUITY: | ||
Common Stock | 121 | 118 |
Class B Common Stock | ||
EQUITY: | ||
Common Stock | $ 12 | $ 12 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Nov. 30, 2019 | Feb. 28, 2019 |
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 | 12,060,388 | 11,809,291 |
Common stock, shares outstanding | 12,060,388 | 11,809,291 |
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 | 1,242,366 | 1,242,366 |
Common stock, shares outstanding | 1,242,366 | 1,242,366 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Deficit | Noncontrolling Interests | Class A Common StockCommon Stock | Class B Common StockCommon Stock |
Beginning Balance at Feb. 28, 2018 | $ 78,263 | $ 594,708 | $ (547,252) | $ 30,680 | $ 116 | $ 11 |
Beginning Balance (in shares) at Feb. 28, 2018 | 11,649,440 | 1,142,366 | ||||
Net (loss) income | 24,239 | 23,485 | 754 | |||
Issuance of common stock to employees and officers, net | 390 | 389 | $ 1 | |||
Issuance of common stock to employees and officers, net (in shares) | (4,097) | 100,000 | ||||
Exercise of stock options | 120 | 119 | $ 1 | |||
Exercise of stock options (In shares) | 45,834 | |||||
Distributions to noncontrolling interests | (1,721) | (1,721) | ||||
Ending Balance at May. 31, 2018 | 101,291 | 595,216 | (523,767) | 29,713 | $ 117 | $ 12 |
Ending Balance (in shares) at May. 31, 2018 | 11,691,177 | 1,242,366 | ||||
Beginning Balance at Feb. 28, 2018 | 78,263 | 594,708 | (547,252) | 30,680 | $ 116 | $ 11 |
Beginning Balance (in shares) at Feb. 28, 2018 | 11,649,440 | 1,142,366 | ||||
Net (loss) income | 26,220 | |||||
Distributions to noncontrolling interests | (3,792) | |||||
Ending Balance at Nov. 30, 2018 | 101,886 | 595,900 | (523,428) | 29,284 | $ 118 | $ 12 |
Ending Balance (in shares) at Nov. 30, 2018 | 11,777,013 | 1,242,366 | ||||
Beginning Balance at May. 31, 2018 | 101,291 | 595,216 | (523,767) | 29,713 | $ 117 | $ 12 |
Beginning Balance (in shares) at May. 31, 2018 | 11,691,177 | 1,242,366 | ||||
Net (loss) income | 432 | (373) | 805 | |||
Issuance of common stock to employees and officers, net | 125 | 125 | ||||
Issuance of common stock to employees and officers, net (in shares) | (26,778) | |||||
Exercise of stock options | 12 | 12 | ||||
Exercise of stock options (In shares) | 5,000 | |||||
Distributions to noncontrolling interests | (1,003) | (1,003) | ||||
Ending Balance at Aug. 31, 2018 | 100,857 | 595,353 | (524,140) | 29,515 | $ 117 | $ 12 |
Ending Balance (in shares) at Aug. 31, 2018 | 11,669,399 | 1,242,366 | ||||
Net (loss) income | 1,549 | 712 | 837 | |||
Issuance of common stock to employees and officers, net | 336 | 335 | $ 1 | |||
Issuance of common stock to employees and officers, net (in shares) | 16,780 | |||||
Exercise of stock options | 212 | 212 | ||||
Exercise of stock options (In shares) | 90,834 | |||||
Distributions to noncontrolling interests | (1,068) | (1,068) | ||||
Ending Balance at Nov. 30, 2018 | 101,886 | 595,900 | (523,428) | 29,284 | $ 118 | $ 12 |
Ending Balance (in shares) at Nov. 30, 2018 | 11,777,013 | 1,242,366 | ||||
Beginning Balance at Feb. 28, 2019 | 100,367 | 595,984 | (523,900) | 28,153 | $ 118 | $ 12 |
Beginning Balance (in shares) at Feb. 28, 2019 | 11,809,291 | 1,242,366 | ||||
Net (loss) income | 2,516 | 1,670 | 846 | |||
Issuance of common stock to employees and officers, net | 313 | 312 | $ 1 | |||
Issuance of common stock to employees and officers, net (in shares) | 56,458 | |||||
Exercise of stock options | 23 | 23 | ||||
Exercise of stock options (In shares) | 16,829 | |||||
Distributions to noncontrolling interests | (1,121) | (1,121) | ||||
Ending Balance at May. 31, 2019 | 102,098 | 596,319 | (522,230) | 27,878 | $ 119 | $ 12 |
Ending Balance (in shares) at May. 31, 2019 | 11,882,578 | 1,242,366 | ||||
Beginning Balance at Feb. 28, 2019 | 100,367 | 595,984 | (523,900) | 28,153 | $ 118 | $ 12 |
Beginning Balance (in shares) at Feb. 28, 2019 | 11,809,291 | 1,242,366 | ||||
Net (loss) income | $ 62,965 | |||||
Exercise of stock options (In shares) | 199,643 | |||||
Distributions to noncontrolling interests | $ (2,217) | |||||
Ending Balance at Nov. 30, 2019 | 114,597 | 597,439 | (462,492) | (20,483) | $ 121 | $ 12 |
Ending Balance (in shares) at Nov. 30, 2019 | 12,060,388 | 1,242,366 | ||||
Beginning Balance at May. 31, 2019 | 102,098 | 596,319 | (522,230) | 27,878 | $ 119 | $ 12 |
Beginning Balance (in shares) at May. 31, 2019 | 11,882,578 | 1,242,366 | ||||
Net (loss) income | 7,845 | 7,013 | 832 | |||
Issuance of common stock to employees and officers, net | 115 | 115 | ||||
Issuance of common stock to employees and officers, net (in shares) | (1,724) | |||||
Exercise of stock options | 78 | 78 | ||||
Exercise of stock options (In shares) | 32,316 | |||||
Distributions to noncontrolling interests | (824) | (824) | ||||
Ending Balance at Aug. 31, 2019 | 109,312 | 596,512 | (515,217) | 27,886 | $ 119 | $ 12 |
Ending Balance (in shares) at Aug. 31, 2019 | 11,913,170 | 1,242,366 | ||||
Net (loss) income | 52,604 | 52,725 | (121) | |||
Issuance of common stock to employees and officers, net | 339 | 339 | ||||
Issuance of common stock to employees and officers, net (in shares) | (3,280) | |||||
Exercise of stock options | 590 | 588 | $ 2 | |||
Exercise of stock options (In shares) | 150,498 | |||||
Distributions to noncontrolling interests | (272) | (272) | ||||
Sale of controlling interest in subsidiary | (47,976) | (47,976) | ||||
Ending Balance at Nov. 30, 2019 | $ 114,597 | $ 597,439 | $ (462,492) | $ (20,483) | $ 121 | $ 12 |
Ending Balance (in shares) at Nov. 30, 2019 | 12,060,388 | 1,242,366 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
CONSOLIDATED NET INCOME | $ 62,965 | $ 26,220 |
Adjustments to reconcile consolidated net income to net cash (used in) provided by operating activities - | ||
Discontinued operations | (77,213) | (15,296) |
Loss (gain) on sale of assets, net of disposition costs | 31 | (31,817) |
Depreciation and amortization | 866 | 1,068 |
Amortization of debt discount | 318 | 1,000 |
Noncash accretion of debt | 62 | 62 |
Loss on debt extinguishment | 510 | 771 |
Impairment of assets | 4,022 | 509 |
Provision for bad debts | 93 | 602 |
Deferred income taxes | (17,658) | (3,726) |
Noncash compensation | 1,107 | 1,224 |
Net cash provided by operating activities - discontinued operations | 29,369 | 12,586 |
Changes in assets and liabilities - | ||
Accounts receivable | (2,412) | 1,991 |
Prepaid expenses and other current assets | (8,284) | 1,156 |
Other assets | (9,158) | (430) |
Accounts payable and accrued liabilities | 7,231 | (3,446) |
Deferred revenue | 473 | 119 |
Income taxes | 4,434 | 10,157 |
Other liabilities | (1,206) | 330 |
Net cash provided by (used in) operating activities | (4,450) | 3,080 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (99) | (67) |
Proceeds from the sale of assets | 60,171 | |
Net cash (used in) provided by investing activities - discontinued operations | 129,754 | (88) |
Net cash provided by investing activities | 129,655 | 60,016 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments on long-term debt | (44,619) | (57,850) |
Proceeds from long-term debt | 27,000 | 2,500 |
Debt-related costs | (642) | |
Proceeds from the exercise of stock options | 689 | 343 |
Settlement of tax withholding obligations on stock issued to employees | (391) | (437) |
Net cash used in discontinued operations - financing activities | (2,217) | (3,792) |
Net cash used in financing activities | (20,180) | (59,236) |
INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH INCLUDING CASH CLASSIFIED AS HELD FOR SALE | 105,025 | 3,860 |
(INCREASE) DECREASE IN CASH CLASSIFIED AS HELD FOR SALE | 1,095 | (263) |
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 106,120 | 3,597 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Beginning of period | 6,847 | 4,491 |
End of period | 112,967 | 8,088 |
SUPPLEMENTAL DISCLOSURES: | ||
Cash paid for interest | 2,812 | 4,464 |
Cash paid for (refund from) income taxes, net | 11,987 | (467) |
Noncash financing transactions- | ||
Stock issued to employees and directors | $ 1,160 | $ 1,288 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 1. 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 28, 2019. 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, 2019, the results of its operations for the three-month and nine-month periods ended November 30, 2018 and 2019, and cash flows for the nine-month periods ended November 30, 2018 and 2019. 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 28, 2019 that have had a material impact on our condensed consolidated financial statements and related notes. 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, 2018 and 2019 consisted of stock options and restricted stock awards. The following table sets forth the calculation of basic and diluted net income per share: For the Three Months Ended November 30, 2018 2019 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 $ 712 12,609 $ 0.06 $ 52,725 12,937 $ 4.08 Impact of equity awards — — — — Diluted net income per common share: Net income available to common shareholders $ 712 12,609 $ 0.06 $ 52,725 12,937 $ 4.08 For the Nine Months Ended November 30, 2018 2019 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 $ 23,824 12,565 $ 1.90 $ 61,408 12,846 $ 4.78 Impact of equity awards — 921 — — — — Diluted net income per common share: Net income available to common shareholders $ 23,824 13,486 $ 1.77 $ 61,408 12,846 $ 4.78 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 Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 (shares in 000’s ) Equity awards 1,975 2,187 913 2,320 Antidilutive common share equivalents 1,975 2,187 913 2,320 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 30, 2018, Emmis closed on the sale of substantially all of its radio station assets in St. Louis. The St. Louis stations were operated pursuant to LMAs from March 1, 2018 through April 30, 2018. The buyers of the stations paid LMA fees totaling $0.7 million during the period, which was recognized as a component of net revenues in the accompanying condensed consolidated statements of operations for the nine-month period ending November 30, 2018. 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, 2018 2019 2018 2019 Net revenues $ 2,582 $ 2,582 $ 7,748 $ 7,748 Station operating expenses, excluding depreciation and amortization expense 305 346 901 1,032 Interest expense 574 503 1,775 1,565 Assets and liabilities of 98.7FM as of February 28, 2019 and November 30, 2019 were as follows: As of February 28, 2019 As of November 30, 2019 Current assets: Restricted cash $ 1,504 $ 1,397 Prepaid expenses 394 351 Other current assets 340 620 Total current assets 2,238 2,368 Noncurrent assets: Property and equipment, net 188 237 Indefinite lived intangibles 46,390 46,390 Operating lease right-of-use assets — 7,440 Other assets 6,255 5,736 Total noncurrent assets 52,833 59,803 Total assets $ 55,071 $ 62,171 Current liabilities: Accounts payable and accrued expenses $ 15 $ 15 Current maturities of long-term debt 7,150 7,601 Deferred revenue 864 894 Operating lease liabilities — 367 Other current liabilities 162 144 Total current liabilities 8,191 9,021 Noncurrent liabilities: Long-term debt, net of current portion and unamortized debt discount 38,747 33,177 Operating lease liabilities, net of current — 8,126 Total noncurrent liabilities 38,747 41,303 Total liabilities $ 46,938 $ 50,324 Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the same amounts shown in the condensed consolidated statements of cash flows. As of February 28, 2019 As of November 30, 2019 Cash and cash equivalents, excluding amounts classified as held for sale $ 4,343 $ 111,345 Restricted cash: 98.7FM LMA restricted cash 1,504 1,397 Cash used to secure the Company's purchasing card and travel and expense program 1,000 225 Total cash, cash equivalents and restricted cash $ 6,847 $ 112,967 As of February 28, 2019 and November 30, 2019, restricted cash relates to cash on deposit in trust accounts related to our 98.7FM LMA in New York City that services long-term debt and cash held by JPMorgan Chase as collateral to secure the Company’s corporate purchasing card and travel and expense program. Cash held by Emmis Austin Radio Broadcasting Company, L.P. is classified as held for sale as of February 28, 2019. See the discussion of our discontinued operations on the subsequent page for more information related to assets held for sale. Noncontrolling Interests The Company follows Accounting Standards Codification paragraph 810-10-65-1 to report the noncontrolling interests related to the Austin radio partnership and Digonex Technologies Inc., a dynamic pricing business (hereinafter "Digonex"). We owned a 50.1% controlling interest in the Austin radio partnership until its sale on October 1, 2019. As of November 30, 2019, 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. Emmis owns rights that are convertible into approximately 84% of Digonex's common equity. Noncontrolling interests represent the noncontrolling interest holders' proportionate share of the equity of the Austin radio partnership until its sale 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, 2018 and 2019: Austin Radio Partnership Digonex Total Noncontrolling Interests Balance, February 28, 2018 $ 47,424 $ (16,744 ) $ 30,680 Net income (loss) 4,132 (1,736 ) 2,396 Distributions to noncontrolling interests (3,792 ) — (3,792 ) Balance, November 30, 2018 $ 47,764 $ (18,480 ) $ 29,284 Balance, February 28, 2019 $ 47,146 $ (18,993 ) $ 28,153 Net income (loss) 3,047 (1,490 ) 1,557 Distributions to noncontrolling interests (2,217 ) — (2,217 ) Sale of controlling interest in subsidiary (47,976 ) — (47,976 ) Balance, November 30, 2019 $ — $ (20,483 ) $ (20,483 ) Discontinued Operations During the quarter ended August 31, 2019, the Company entered into agreements to sell its 50.1% ownership interest in Emmis Austin Radio Broadcasting Company, L.P. (the “Austin Partnership”), as well as a controlling interest in WQHT-FM and WBLS-FM in New York. Both sales closed during the three months ended November 30, 2019. The Company concluded that each of these transactions is a disposal of a business that met the criteria to be classified as held for sale during the three months ended August 31, 2019, and each is a strategic shift that will have a significant impact on the Company’s operations and financial results. As such, the assets and liabilities of these businesses included in the disposal transactions have been classified as held for sale in the February 28 2019, balance sheet, and the results of operations and cash flows of these businesses have been classified as discontinued operations for all periods presented in the accompanying condensed consolidated financial statements. See below for more discussion of each of these transactions. Summary of Discontinued Operations Activity: For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Income from discontinued operations: Austin Radio Partnership $ 2,625 $ 37,908 $ 7,799 $ 42,992 WQHT-FM and WBLS-FM 3,286 37,686 9,132 45,088 Total income before income taxes from discontinued operations 5,911 75,594 16,931 88,080 Less: provision for income taxes 2,649 16,673 1,635 10,867 Income from discontinued operations, net of tax $ 3,262 $ 58,921 $ 15,296 $ 77,213 A discussion of each component of discontinued operations follows. Austin Radio Partnership On October 1, 2019, a subsidiary of Emmis sold its 50.1% ownership interest in the Austin Partnership to our minority partner, Sinclair Telecable, Inc., for $39.3 million (the “Austin Partnership Transaction”). Emmis recognized a gain on sale of $37.3 million. Gross cash proceeds, inclusive of purchase price adjustments, were approximately $40.7 million. Transaction-related expenses were approximately $0.7 million. $9.9 million of these proceeds were used to repay debt outstanding, with the balance held for general corporate purposes, including capital expenditures, working capital, and potential acquisitions and investments. The Austin Partnership has historically been included in our Radio segment. The following table summarizes certain operating results of the Austin Partnership for all periods presented. A portion of Emmis’ mortgage debt was required to be repaid with proceeds of this transaction. In accordance with ASC 205-20-45-6, Emmis has allocated interest on the debt required to be repaid as a result of this disposal transaction to the results of the Austin Radio Partnership. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Net revenues $ 7,991 $ 2,660 $ 24,456 $ 19,539 Station operating expenses, excluding depreciation and amortization 5,106 2,012 15,848 13,428 Gain on sale of assets, net of disposition costs — 37,292 — 37,292 Depreciation and amortization 115 — 386 120 Interest expense 145 32 423 291 Income before taxes $ 2,625 $ 37,908 $ 7,799 $ 42,992 Major classes of assets and liabilities of the Austin Partnership that were classified as held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 are as follows: As of February 28, 2019 Current assets: Cash and cash equivalents $ 1,095 Accounts receivable, net 4,856 Prepaid expenses 357 Other current assets 121 Total current assets 6,429 Noncurrent assets: Property and equipment, net 5,060 Indefinite lived intangibles 34,720 Goodwill 4,338 Other assets 25 Total noncurrent assets 44,143 Total assets $ 50,572 Current liabilities: Accounts payable and accrued expenses $ 291 Accrued salaries and commissions 651 Deferred revenue 591 Income taxes payable 18 Other current liabilities 23 Total current liabilities 1,574 Noncurrent liabilities: Other noncurrent liabilities 332 Total noncurrent liabilities 332 Total liabilities $ 1,906 Equity: Noncontrolling interests $ 47,146 WQHT-FM and WBLS-FM On November 25, 2019, Emmis contributed the assets and liabilities of WBLS-FM and WQHT-FM (the “Stations”) to MediaCo Holding Inc., an Indiana corporation (“MediaCo”) and in return, Emmis received $91.5 million in cash, a convertible promissory note payable to Emmis in the amount of $5.0 million and 1,666,667 shares of MediaCo Class A common stock (the “MediaCo Transaction”). These shares constitute all of the issued and outstanding MediaCo Class A common stock and represent in the aggregate an approximately 23.72% equity ownership interest and 3.02% of the outstanding voting interests of MediaCo immediately following the transaction. We expect that, on January 17, 2020, we will make a taxable pro rata distribution of 0.1265 shares of MediaCo Class A common stock for each outstanding share of Emmis’ Class A and Class B common stock at the close of business of January 3, 2020. The $5.0 million convertible promissory note carries interest at a base rate equal to the interest on MediaCo’s senior credit facility (London Interbank Offered Rate with a 2.0% floor plus 7.5%), or if no senior credit facility is outstanding, 6.00%, plus an additional 1.00% on any payment of interest in kind and, without regard to whether MediaCo pays such interest in kind, an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary thereafter. The note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis beginning six months after issuance at a strike price equal to the thirty day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The note matures on November 25, 2024. In addition, MediaCo’s net working capital as of the closing date must be reimbursed to Emmis within nine months of the MediaCo Transaction. Emmis has recorded an $8.5 million receivable from MediaCo related to this net working capital. SG Broadcasting LLC, an affiliate of Standard General L.P., a New York-based investment firm that manages event-driven opportunity funds (“Standard General”), purchased all of MediaCo’s Class B common stock, representing a 76.28% equity ownership interest. The common stock of MediaCo acquired by Standard General will be entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders will be entitled to one vote per share. Emmis will continue to provide management services to the Stations under a Management Agreement, subject to the direction of the MediaCo board of directors which initially consists of four directors appointed by Standard General and three directors appointed by Emmis. Emmis will receive an annual management fee of $1.25 million, plus reimbursement of certain expenses directly related to the operation of MediaCo’s business. The shares held by Emmis at November 30, 2019, which will be distributed to Emmis’ shareholders in January 2020, constitute an equity investment as discussed in Note 12. Gross cash proceeds at closing, inclusive of purchase price adjustments, were $91.8 million, $3.5 million of which was used by Emmis to repay debt outstanding. Transaction-related expenses were approximately $2.2 million. The remaining cash will be used for general corporate purposes, including capital expenditures, working capital, and potential acquisitions and investments. Upon the closing of the transaction, Emmis deconsolidated these stations, recorded the retained investment at fair value, and recognized a gain on sale of $35.6 million. The Stations have historically been included in our Radio segment. The following table summarizes certain operating results of the Stations for all periods presented. In accordance with ASC 205-20-45-6, Emmis has allocated interest on the debt that was required to be repaid as a result of this disposal transaction to the results of the Stations. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Net revenues $ 11,535 $ 9,795 $ 35,046 $ 35,947 Station operating expenses, excluding depreciation and amortization 7,809 7,678 24,711 25,844 Gain on sale of assets, net of disposition costs — 35,616 — 35,616 Depreciation and amortization 346 — 930 417 Interest expense 94 47 273 214 Income before taxes $ 3,286 $ 37,686 $ 9,132 $ 45,088 Major classes of assets and liabilities of the Stations that are classified as held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 are as follows: As of February 28, 2019 Current assets: Prepaid expenses $ 100 Other current assets 100 Total current assets 200 Noncurrent assets: Property and equipment, net 2,356 Indefinite lived intangibles 63,265 Other intangibles, net 758 Other assets 145 Total noncurrent assets 66,524 Total assets $ 66,724 Current liabilities: Other current liabilities 498 Total current liabilities 498 Noncurrent liabilities: Other noncurrent liabilities 1,778 Total noncurrent liabilities 1,778 Total liabilities $ 2,276 Implementation of Recent Accounting Pronouncements On March 1, 2019, we adopted Accounting Standard Update 2016-02, Leases Recent Accounting Pronouncements Not Yet Implemented In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses |
Share Based Payments
Share Based Payments | 9 Months Ended |
Nov. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share Based Payments | Note 2. 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, 2018 and 2019: Nine Months Ended November 30, 2018 2019 Risk-Free Interest Rate: 2.6% - 2.8% 1.7% - 2.6% Expected Dividend Yield: 0% 0% Expected Life (Years): 4.9 4.6 Expected Volatility: 51.3% - 53.2% 50.3% - 51.3% The following table presents a summary of the Company’s stock options outstanding at November 30, 2019, and stock option activity during the nine months ended November 30, 2019 (“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 2,738,087 $ 4.72 Granted 604,500 4.94 Exercised 199,643 3.49 Forfeited — — Expired 70,860 6.32 Outstanding, end of period 3,072,084 4.81 6.2 $ 2,756 Exercisable, end of period 2,201,843 4.89 5.2 $ 2,344 Cash received from option exercises for the nine months ended November 30, 2018 and 2019 was $0.3 million and $0.7 million, respectively. The Company did not record an income tax benefit relating to the options exercised during the nine months ended November 30, 2018 or 2019. The weighted average per share grant date fair value of options granted during the nine months ended November 30, 2018 and 2019, was $2.27 and $2.19, respectively. A summary of the Company’s nonvested options at November 30, 2019, and changes during the nine months ended November 30, 2019, is presented below: Options Weighted Average Grant Date Fair Value Nonvested, beginning of period 608,175 $ 1.64 Granted 604,500 2.19 Vested 342,434 1.50 Forfeited — — Nonvested, end of period 870,241 2.08 There were 1.4 million shares available for future grants under the Company’s various equity plans (1.1 million shares under the 2017 Equity Compensation Plan and 0.3 million shares under other plans) at November 30, 2019, 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, 2019 range from March 2020 to July 2022, and expiration dates range from December 2020 to August 2029. Restricted Stock Awards The Company periodically grants restricted stock awards to directors and employees. Awards to directors were historically granted on the date of our annual meeting of shareholders and vested on the earlier of (i) the completion of the director’s 3-year term or (ii) the third anniversary of the date of grant. No such awards were made to directors at our last annual meeting of shareholders. Awards to employees are typically made pursuant to employment agreements. Restricted stock awards are granted out of the Company’s 2017 Equity Compensation Plan. The Company also awards, out of the Company’s 2017 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, 2019, and restricted stock activity during the nine months ended November 30, 2019 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 265,107 $ 3.43 Granted 170,849 4.25 Vested (restriction lapsed) 174,246 3.42 Grants outstanding, end of period 261,710 3.98 The total grant date fair value of shares vested during the nine months ended November 30, 2018 and 2019, was $0.7 million and $0.6 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, 2018 and 2019. 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, 2018 2019 2018 2019 Station operating expenses $ 48 $ 21 $ 148 $ 77 Corporate expenses 318 320 1,076 1,030 Stock-based compensation expense included in operating expenses 366 341 1,224 1,107 Stock-based compensation expense included in discontinued operations 21 (8 ) 64 53 Stock-based compensation expense $ 387 $ 333 $ 1,288 $ 1,160 As of November 30, 2019, there was $1.8 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 1.5 years. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Nov. 30, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 3. Intangible Assets and Goodwill Valuation of Indefinite-lived Broadcasting Licenses In accordance with ASC Topic 350, Intangibles—Goodwill and Other, The carrying amounts of the Company’s FCC licenses were $170.5 million and $68.5 million as of February 28, 2019 and November 30, 2019, respectively. The FCC licenses of the Austin radio partnership, WQHT-FM and WBLS-FM totaling $98.0 million were sold during the nine months ended November 30, 2019. These licenses were classified as held for sale as of February 28, 2019. See Note 1 for more discussion of the sale of these radio stations. 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 and are not classified as held for sale. 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 three months ended August 31, 2019, the Company completed an interim impairment test of its Indianapolis market FCC Licenses and the license of WLIB-AM, the Company’s sole station in New York that was not classified as held for sale or being operated pursuant to an LMA. Continued declines in Indianapolis market radio revenues during Fiscal 2020 indicated that an interim impairment test was required for our FCC Licenses in that market. During the three months ended August 31, 2019, the Company classified the FCC Licenses of WQHT-FM and WBLS-FM as held for sale, leaving the license of WLIB-AM as the sole license in our New York unit of accounting not being operated pursuant to an LMA. The Company performed an interim assessment of this remaining station as it had previously been evaluated as part of a larger unit of accounting. These interim impairment tests resulted in an impairment charge of $4.0 million. Future annual and interim impairment tests may result in additional impairment charges in subsequent 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. Goodwill and definite-lived intangible assets The company has no goodwill or definite-lived intangible assets as of November 30, 2019. Goodwill and definite-lived intangible assets, all of which were attributable to our radio division, were $4.3 million and $0.8 million, respectively as of February 28, 2019. The carrying amounts of the Company's goodwill and definite-lived intangibles have been classified as noncurrent assets held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 as they relate to assets held by the Austin partnership and WBLS-FM, both of which were sold during the nine months ended November 30, 2019. The Company ceased recording amortization expense on its definite-lived intangible assets when they were classified as noncurrent assets held for sale during the three months ended August 31, 2019. Total amortization expense from definite-lived intangibles during the nine months ended November 30, 2018 and 2019 was $0.2 million and $0.1 million, respectively, all of which is included in discontinued operations, net of tax in the accompanying condensed consolidated statements of operations. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Nov. 30, 2019 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 4. Long-term Debt Long-term debt was comprised of the following at February 28, 2019 and November 30, 2019: February 28, 2019 November 30, 2019 2014 Credit Agreement Term Loan $ 25,000 $ — Mortgage — 12,699 Term Loan — — 98.7FM non-recourse debt 47,332 42,014 Other non-recourse debt (1) 10,074 10,136 Less: Current maturities (32,150 ) (7,830 ) Less: Unamortized original issue discount (1,499 ) (1,357 ) Total long-term debt, net of current portion and debt discount $ 48,757 $ 55,662 (1) The face value of other non-recourse debt was $10.2 million at February 28, 2019 and November 30, 2019 On April 12, 2019, we entered into a $23 million mortgage between Emmis Operating Company and Emmis Indiana Broadcasting, L.P., as borrowers, and Star Financial as lender (the “Mortgage”). The Mortgage expires April 12, 2029, and was originally secured by a perfected first priority security interest in the Company’s headquarters building in Indianapolis, Indiana, and approximately 70 acres of land owned by the Company in Whitestown, Indiana, which currently is used as a tower site for one of the Company’s radio stations. The Mortgage requires monthly principal and interest payments using a 25 year amortization period, with a balloon payment due at expiration and the original annual interest rate was 5.48%. Pursuant to the terms of the Mortgage, $10 million of combined proceeds from the Austin Partnership Transaction and the MediaCo Transaction were required to be used to repay Mortgage indebtedness. Accordingly, $6.5 million of the proceeds from the Austin Partnership Transaction were used to make a payment on October 4, 2019 and $3.5 million of the proceeds from the MediaCo Transaction were used to make a payment on November 29, 2019. As a result of these repayments, a loss on extinguishment of debt of $0.1 million was recognized in the quarter ended November 30, 2019, and the security interest in the 70 acres of land in Whitestown, Indiana was released by Star Financial. The Mortgage is carried net of an unamortized original issue discount of $0.1 million as of November 30, 2019. The original issue discount is being amortized as additional interest expense over the life of the Mortgage using the effective interest method. See Note 13 for discussion of the January 8, 2020 amendment to the Mortgage. On April 12, 2019, Emmis entered into a $4 million term loan, by and between Emmis Operating Company, as borrower, and Barrett Investment Partners, LLC, as lender (the “Term Loan”). The Term Loan was due to expire on April 12, 2022 and was secured by a pledge of the Company’s controlling ownership interest in the Austin radio partnership. Proceeds from the Austin Partnership Transaction were required to be used to pay all amounts outstanding under the Term Loan before the proceeds could be used for any other purpose. Emmis paid all debts outstanding under the Term Loan on October 1, 2019 and recognized a loss on extinguishment of debt that was less than $0.1 million in the quarter ended November 30, 2019. During the three months ended November 30, 2019, Emmis terminated its $12 million revolving credit agreement with Wells Fargo Bank, National Association (the “Revolving Credit Agreement”). The Credit Agreement had been in place since April 12, 2019. There were no drawings on the Revolving Credit Agreement during the time it was outstanding. In connection with this termination, Emmis recognized a loss on extinguishment of debt of $0.4 million in the quarter ended November 30, 2019. In connection with the execution of the Mortgage, Term Loan, and Revolving Credit Agreement, the 2014 Credit Agreement, by and among the Company, Emmis Operating Company, as borrower, and certain other subsidiaries and the lenders party thereto, was terminated effective April 12, 2019 and all amounts outstanding under that agreement were paid in full. 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 ECC and the rest of Emmis’ 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 $1.4 million as of February 28, 2019 and $1.2 million as of November 30, 2019, is being amortized as additional interest expense over the life of the notes. Other 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 ECC and the rest of Emmis’ subsidiaries. During the quarter ended August 31, 2017, Digonex noteholders agreed to extend the maturity date of the notes from December 31, 2017 to December 31, 2020. The notes accrue interest at 5.0% per annum with interest 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. Emmis Operating Company, as collateral agent for secured creditors, notified Digonex of a default under its notes payable on October 1, 2019, which was not cured by the October 6, 2019 deadline. The debt was accelerated on December 6, 2019, and Emmis Operating Company, as collateral agent for the secured creditors, foreclosed on Digonex on December 31, 2019, taking possession of substantially all of Digonex’s assets. On January 1, 2020, Emmis Operating Company conveyed the foreclosed assets to a new legal entity that is expected to ultimately be owned by the holders of the Digonex secured debt pro rata to their share of the Digonex secured debt. This new legal entity will be controlled by Emmis Operating Company and is expected to continue to operate the underlying business of Digonex, but with a more rational capital structure. The remaining Digonex debt and related accrued interest is expected to be extinguished in connection with a future dissolution of Dignoex Technologies Inc. NextRadio, LLC has issued $4.0 million of notes payable. As of November 30, 2019, the notes accrue interest at 2.0%. The first interest payment on these notes was due on August 15, 2018. As of January 9, 2019, NextRadio, LLC has not made any interest payments to the lender. Although there are no penalties for nonpayment of interest or principal, the lender, at its election, may convert the notes and all unpaid interest to senior preferred equity of NextRadio, LLC's parent entity, TagStation, LLC, a wholly-owned subsidiary of ECC. The lender has given notice of its intent to convert the notes to senior preferred equity of TagStation, LLC, but the steps required to effect this conversion as defined in the loan agreement have not yet been completed. These notes are obligations of NextRadio, LLC and TagStation, LLC and are non-recourse to ECC and the rest of Emmis' subsidiaries. TagStation, LLC and Next Radio, LLC have never achieved profitability, with their losses having expanded in recent years as a result of investments in data attribution capabilities. During the year ended February 28, 2019, Emmis decided to cease further investments in TagStation, LLC and NextRadio, LLC. As a result, these businesses have reduced the scale of their operations to absolute minimum functionality, terminated the employment of all of their employees and are exploring strategic alternatives. Based on amounts outstanding at November 30, 2019, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below: 98.7FM Non-recourse Other Non-recourse Year ended February 28 (29), Mortgage Debt Debt Total Payments Remainder of 2020 $ 39 $ 1,832 $ — $ 1,871 2021 254 7,755 6,239 (1) 14,248 2022 271 8,394 4,000 (2) 12,665 2023 286 9,069 — 9,355 2024 303 9,783 — 10,086 Thereafter 11,546 5,181 — 16,727 Total $ 12,699 $ 42,014 $ 10,239 $ 64,952 (1) This date represents the contractual maturity date of the notes issued by Digonex Technologies Inc., however this debt is expected to be extinguished in connection with a future dissolution of that entity. (2) This date represents the contractual maturity date of the notes issued by NextRadio, LLC, but as discussed above, the failure to make payments under these notes results only in the lender’s ability to convert the notes to senior preferred equity of TagStation, LLC. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Nov. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. 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 28, 2019 and November 30, 2019. 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 February 28, 2019 and November 30, 2019 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. 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). During the quarter ended August 31, 2019, the During the quarter ended November 30, 2019, the Company completed the MediaCo Transaction, as described in Note 1. As a result of this, Emmis retained an approximately 23.72% equity ownership interest in MediaCo. This equity investment was measured at fair value and is included in Equity Method Investment in the accompanying condensed consolidated balance sheet as of November 30, 2019. The Company expects that, on January 17, 2020, we will make a taxable pro rata distribution of 0.1265 shares of MediaCo Class A common stock for each outstanding share of Emmis’ Class A and Class B common stock at the close of business on January 3, 2020. See Note 12 for more discussion on our equity investment. 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 - Long-term debt |
Revenue
Revenue | 9 Months Ended |
Nov. 30, 2019 | |
Revenue [Abstract] | |
Revenue | Note 6. Revenue The Company generates revenue from the sale of services and products including, but not limited to: (i) on-air commercial broadcast time, (ii) magazine-related display advertising, (iii) magazine circulation and newsstand revenues, (iv) non-traditional revenues including event-related revenues and event sponsorship revenues, (v) revenues generated from LMAs and (vi) digital advertising. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue. Substantially all deferred revenue is recognized within twelve months of the payment date. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. Advertising On-air broadcast and magazine advertising revenues are recognized when or as performance obligations under the terms of a contract with a customer are satisfied. This typically occurs over the period of time that advertisements are provided, or as an event occurs. Revenues are reported at the amount the Company expects to be entitled to receive under the contract. Payments received from advertisers before the performance obligation is satisfied are recorded as deferred revenue in the condensed consolidated balance sheet. Substantially all deferred revenue is recognized within twelve months of the payment date. Circulation Circulation revenue includes revenues for Indianapolis Monthly Nontraditional Nontraditional revenues principally consist of ticket sales and sponsorship of events our stations and magazine conduct in their local markets. These revenues are recognized when our performance obligations are fulfilled, which generally coincides with the occurrence of the related event. LMA Fees LMA fee revenue relates to fees that the Company collects from third parties in exchange for the right to program and sell advertising for a specified portion of a radio station's inventory of broadcast time. These revenues are generally recognized ratably over the duration that the third party programs the radio station. Digital Digital revenue relates to revenue generated from the sale of digital marketing services (including display advertisements and video sponsorships) to advertisers. Digital revenues are generally recognized as the digital advertising is delivered. Other Other revenue includes trade and barter revenues and revenues related to Digonex. The Company provides advertising broadcast time in exchange for certain products and services, including on-air radio programming. These trade and barter arrangements generally allow the Company to preempt such bartered broadcast time in favor of advertisers who purchase time for cash consideration. These trade and barter arrangements are valued based upon the Company’s estimate of the fair value of the products and services received. Revenue is recognized on trade and barter arrangements when the advertising broadcast time has aired. Digonex revenues are recognized when or as performance obligations under the terms of a contract with a customer are satisfied. Disaggregation of revenue The following table presents the Company's revenues disaggregated by revenue source: For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Revenue by Source: Advertising $ 5,356 $ 5,229 $ 14,665 $ 13,776 Circulation 93 91 288 280 Nontraditional 1,234 1,037 3,249 2,390 LMA Fees 2,583 2,582 8,467 7,748 Digital 330 675 745 1,915 Other 1,201 1,123 3,469 3,157 Total net revenues $ 10,797 $ 10,737 $ 30,883 $ 29,266 |
Segment Information
Segment Information | 9 Months Ended |
Nov. 30, 2019 | |
Segment Reporting [Abstract] | |
Segment Information | Note 7. Segment Information The Company’s operations are currently aligned into two business segments, Radio and Publishing. The Company combines the results of all other immaterial business activities in the “all other” category. Revenues of the “all other” category generally consist of revenues associated with dynamic pricing consulting services provided by Digonex. Our determination of reportable segments is consistent with the financial information regularly reviewed by the chief operating decision maker for purposes of evaluating performance, allocating resources, and planning and forecasting future periods. Corporate expenses are not allocated to reportable segments and are included in the “all other” category. 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 28, 2019, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments. Three Months Ended November 30, 2019 Radio Publishing All Other Consolidated Net revenues $ 9,215 $ 1,187 $ 335 $ 10,737 Station operating expenses excluding depreciation and amortization expense 5,941 1,502 756 8,199 Corporate expenses excluding depreciation and amortization expense — — 10,437 10,437 Depreciation and amortization 87 3 173 263 Gain on legal matter — — (2,153 ) (2,153 ) Operating income (loss) $ 3,187 $ (318 ) $ (8,878 ) $ (6,009 ) Three Months Ended November 30, 2018 Radio Publishing All Other Consolidated Net revenues $ 9,202 $ 1,177 $ 418 $ 10,797 Station operating expenses excluding depreciation and amortization expense 6,157 1,176 3,476 10,809 Corporate expenses excluding depreciation and amortization expense — — 2,297 2,297 Impairment loss — — 304 304 Depreciation and amortization 129 4 212 345 Loss on sale of assets, net of disposition costs 235 — — 235 Operating income (loss) $ 2,681 $ (3 ) $ (5,871 ) $ (3,193 ) Nine Months Ended November 30, 2019 Radio Publishing All Other Consolidated Net revenues $ 25,321 $ 3,083 $ 862 $ 29,266 Station operating expenses excluding depreciation and amortization expense 18,258 3,582 1,827 23,667 Corporate expenses excluding depreciation and amortization expense — — 15,211 15,211 Impairment loss 4,022 — — 4,022 Depreciation and amortization 288 10 568 866 Loss on sale of assets, net of disposition costs — — 31 31 Gain on legal matter — — (2,153 ) (2,153 ) Operating income (loss) $ 2,753 $ (509 ) $ (14,622 ) $ (12,378 ) Nine Months Ended November 30, 2018 Radio Publishing All Other Consolidated Net revenues $ 26,341 $ 3,347 $ 1,195 $ 30,883 Station operating expenses excluding depreciation and amortization expense 18,661 3,384 8,449 30,494 Corporate expenses excluding depreciation and amortization expense — — 7,607 7,607 Impairment loss 205 — 304 509 Depreciation and amortization 393 14 661 1,068 (Gain) loss on sale of assets, net of disposition costs (32,148 ) 331 — (31,817 ) Operating income (loss) $ 39,230 $ (382 ) $ (15,826 ) $ 23,022 Total Assets Radio Publishing All Other Consolidated As of February 28, 2019 $ 216,473 $ 728 $ 20,545 $ 237,746 As of November 30, 2019 $ 95,387 $ 834 $ 145,286 $ 241,507 The decrease in radio assets is mostly due to the Austin Partnership Transaction and the MediaCo Transaction that occurred during the three months ended November 30, 2019. This is partially offset by an increase in operating lease right-of-use assets recorded in connection with the implementation of Accounting Standard Update 2016-02, Leases. |
Regulatory, Legal and Other Mat
Regulatory, Legal and Other Matters | 9 Months Ended |
Nov. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Regulatory, Legal and Other Matters | Note 8. 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. Emmis filed suit against Illinois National Insurance Company (“INIC”) in 2015 related to INIC’s decision to not cover Emmis’ defense costs under Emmis’ directors and officers insurance policy in a lawsuit related to the Company’s preferred stock in which Emmis was the defendant (the “Prior Litigation”). On March 21, 2018, Emmis was granted summary judgment entitling it to coverage of its defense costs in the Prior Litigation. On October 10, 2018, Emmis and INIC agreed that Emmis' damages were $3.5 million. On November 7, 2018, INIC appealed the District Court's summary judgment determination that the insurance policy covers Emmis' defense costs. On July 2, 2019, the United States Court of Appeals for the Seventh Circuit reversed the District Court’s decision. On July 16, 2019, Emmis filed to seek a panel rehearing on the matter. On August 21, 2019, after considering Emmis’ petition for rehearing, the United States Court of Appeals for the Seventh Circuit withdrew its opinion issued on July 2, 2019 and affirmed the District Court’s decision. INIC filed to seek a panel rehearing on the decision, which the Seventh Circuit denied on September 13, 2019. INIC paid the agreed-upon damages plus accrued interest on October 7, 2019 and INIC’s right to seek a review of the decision by the Supreme Court of the United States has expired. We recognized a $2.2 million gain related to this matter during the quarter ended November 30, 2019, which is net of $1.4 million of legal fees. |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes Our effective income tax rate was 36% and (10)% for the nine months ended November 30, 2018 and 2019, respectively. The Company estimates its effective tax rate for the year, which incorporates the reversal of a portion of the valuation allowance, and applies that rate to pre-tax income for the applicable period. This methodology, along with the effect of permanent differences, such as nondeductible meals and entertainment expenses and nondeductible compensation expense, is responsible for the difference between the effective rate and statutory rate. An allocation of this provision or benefit is applied to continuing operations and discontinued operations using the with and without methodology. |
Restructuring Reserve
Restructuring Reserve | 9 Months Ended |
Nov. 30, 2019 | |
Restructuring Reserve [Abstract] | |
Restructuring Reserve | Note 10. Restructuring Reserve In connection with the sale of our St. Louis stations in April 2018, the Company originally recorded $1.2 million of restructuring charges related to the involuntary termination of employees and estimated cease-use costs related to our leased St. Louis office facility, net of estimated sublease rentals. This charge is included in the gain on sale of assets, net of disposition costs in the accompanying condensed consolidated financial statements for the nine months ended November 30, 2018. During the three months ended November 30, 2018, the Company revised its estimate of cease-use costs related to our leased St. Louis office facility, which resulted in an additional charge of $0.2 million. The table below summarizes the activity related to our restructuring charge for the three-month and nine-month periods ended November 30, 2018 and 2019. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Restructuring charges and estimated lease cease-use costs, beginning balance $ 1,052 $ 949 $ — $ 1,099 Restructuring charges and estimated lease cease-use costs- St. Louis radio stations sale 245 — 1,423 — Payments, net of accretion (103 ) (60 ) (229 ) (210 ) Restructuring charges and estimated lease cease-use costs unpaid and outstanding $ 1,194 $ 889 $ 1,194 $ 889 . |
Leases
Leases | 9 Months Ended |
Nov. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 11. Leases We determine if an arrangement is a lease at inception. We have operating leases for office space, tower space, equipment and automobiles expiring at various dates through August 2032. Some leases have options to extend and some have options to terminate. Beginning March 1, 2019 operating leases are included in operating lease right-of-use assets, current operating lease liabilities, and noncurrent operating lease liabilities in our condensed consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate if it is readily determinable. Our lease terms may include options to extend or terminate the lease when it is reasonably certain and there is a significant economic incentive to exercise that option. Operating lease expense for operating lease assets is recognized on a straight-line basis over the lease term. Variable lease payments, which represent lease payments that vary due to changes in facts or circumstances occurring after the commencement date other than the passage of time, are expensed in the period in which the obligation for these payments was incurred. Variable lease expense recognized in the nine months ended November 30, 2019, was not material. We elected not to apply the recognition requirements of Accounting Standards Codification 842, Leases The impact of operating leases, including leases of our discontinued operations, to our condensed consolidated financial statements was as follows: Nine Months Ended November 30, 2019 Lease Cost Operating lease cost $ 3,451 Other Information Operating cash flows from operating leases 3,862 Right-of-use assets obtained in exchange for new operating lease liabilities 28,821 Weighted average remaining lease term - operating leases (in years) 10.7 Weighted average discount rate - operating leases 5.9 % As of November 30, 2019, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending February 28 (29), Remainder of 2020 $ 380 2021 1,376 2022 1,365 2023 1,372 2024 1,246 After 2024 8,367 Total lease payments 14,106 Less imputed interest 3,892 Total recorded lease liabilities $ 10,214 |
Equity Investment
Equity Investment | 9 Months Ended |
Nov. 30, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Investment | Note 12: Equity Investment As discussed in Note 1, on November 25, 2019, Emmis contributed the assets and liabilities of WBLS-FM and WQHT-FM to MediaCo, and in return, Emmis received $91.5 million in cash, a convertible promissory note payable to Emmis in the amount of $5.0 million and 1,666,667 shares of MediaCo Class A common stock. These shares constitute all of the issued and outstanding MediaCo Class A common stock and represent in the aggregate an approximately 23.72% equity ownership interest and 3.02% of the outstanding voting interests of MediaCo immediately following the transaction. We expect that, on January 17, 2020, we will make a taxable pro rata distribution of 0.1265 shares of MediaCo Class A common stock for each outstanding share of Emmis’ Class A and Class B common stock at the close of business of January 3, 2020. This distribution will comprise our entire equity interest held in MediaCo at November 30, 2019. The fair value per share of the MediaCo Class A common stock held by Emmis on November 30, 2019, was $3.29; therefore, an investment of $5.5 million has been recorded on our November 30, 2019 balance sheet. The investment is recorded at fair value, which was generally estimated using significant unobservable market parameters, resulting in a Level 3 categorization. The fair value was primarily established using the median EBITDA multiple for nine publicly traded radio companies to arrive at the business enterprise valuation. This was then further adjusted for the assets and liabilities of MediaCo. Additionally, a discount was taken to reflect the lack of control given that the shares account for only a 23.72% ownership interest and 3.05% voting interest. The fair value per share of MediaCo Class A common stock recorded as of November 30, 2019, may differ from the taxable fair value of these shares when distributed to Emmis shareholders on January 17, 2020. The income attributable to Emmis for the period November 25, 2019, to November 30 2019, was immaterial. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Nov. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Note 13. Subsequent Event Emmis Operating Company, as collateral agent for secured creditors, notified Digonex of a default under its notes payable on October 1, 2019, which was not cured by the October 6, 2019 deadline. The debt was accelerated on December 6, 2019, and Emmis Operating Company, as collateral agent for the secured creditors, foreclosed on Digonex on December 31, 2019, taking possession of substantially all of Digonex’s assets. On January 1, 2020, Emmis Operating Company conveyed the foreclosed assets to a new legal entity that is expected to ultimately be owned by the holders of the Digonex secured debt pro rata to their share of the Digonex secured debt. This new legal entity will be controlled by Emmis Operating Company and is expected to continue to operate the underlying business of Digonex, but with a more rational capital structure. The remaining Digonex debt and related accrued interest is expected to be extinguished in connection with a future dissolution of Dignoex Technologies Inc. On January 8, 2020, Emmis Operating Company and Star Financial entered into an amendment to the Mortgage, whereby Emmis placed $8 million into a restricted cash account with Star to serve as additional collateral for the Mortgage, and Star agreed to remove certain operating covenants included in the Mortgage, including no longer requiring that the Company maintain a fixed charge coverage ratio of at least 1.10:1.00. Additionally, Emmis Indiana Broadcasting, L.P. was removed as a borrower under the Mortgage. The fees incurred in connection with this amendment were immaterial. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 30, 2019 | |
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 28, 2019. 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, 2019, the results of its operations for the three-month and nine-month periods ended November 30, 2018 and 2019, and cash flows for the nine-month periods ended November 30, 2018 and 2019. 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 28, 2019 that have had a material impact on our condensed consolidated financial statements and related notes. |
Basic and Diluted Net 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, 2018 and 2019 consisted of stock options and restricted stock awards. The following table sets forth the calculation of basic and diluted net income per share: For the Three Months Ended November 30, 2018 2019 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 $ 712 12,609 $ 0.06 $ 52,725 12,937 $ 4.08 Impact of equity awards — — — — Diluted net income per common share: Net income available to common shareholders $ 712 12,609 $ 0.06 $ 52,725 12,937 $ 4.08 For the Nine Months Ended November 30, 2018 2019 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 $ 23,824 12,565 $ 1.90 $ 61,408 12,846 $ 4.78 Impact of equity awards — 921 — — — — Diluted net income per common share: Net income available to common shareholders $ 23,824 13,486 $ 1.77 $ 61,408 12,846 $ 4.78 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 Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 (shares in 000’s ) Equity awards 1,975 2,187 913 2,320 Antidilutive common share equivalents 1,975 2,187 913 2,320 |
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 30, 2018, Emmis closed on the sale of substantially all of its radio station assets in St. Louis. The St. Louis stations were operated pursuant to LMAs from March 1, 2018 through April 30, 2018. The buyers of the stations paid LMA fees totaling $0.7 million during the period, which was recognized as a component of net revenues in the accompanying condensed consolidated statements of operations for the nine-month period ending November 30, 2018. 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, 2018 2019 2018 2019 Net revenues $ 2,582 $ 2,582 $ 7,748 $ 7,748 Station operating expenses, excluding depreciation and amortization expense 305 346 901 1,032 Interest expense 574 503 1,775 1,565 Assets and liabilities of 98.7FM as of February 28, 2019 and November 30, 2019 were as follows: As of February 28, 2019 As of November 30, 2019 Current assets: Restricted cash $ 1,504 $ 1,397 Prepaid expenses 394 351 Other current assets 340 620 Total current assets 2,238 2,368 Noncurrent assets: Property and equipment, net 188 237 Indefinite lived intangibles 46,390 46,390 Operating lease right-of-use assets — 7,440 Other assets 6,255 5,736 Total noncurrent assets 52,833 59,803 Total assets $ 55,071 $ 62,171 Current liabilities: Accounts payable and accrued expenses $ 15 $ 15 Current maturities of long-term debt 7,150 7,601 Deferred revenue 864 894 Operating lease liabilities — 367 Other current liabilities 162 144 Total current liabilities 8,191 9,021 Noncurrent liabilities: Long-term debt, net of current portion and unamortized debt discount 38,747 33,177 Operating lease liabilities, net of current — 8,126 Total noncurrent liabilities 38,747 41,303 Total liabilities $ 46,938 $ 50,324 |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the same amounts shown in the condensed consolidated statements of cash flows. As of February 28, 2019 As of November 30, 2019 Cash and cash equivalents, excluding amounts classified as held for sale $ 4,343 $ 111,345 Restricted cash: 98.7FM LMA restricted cash 1,504 1,397 Cash used to secure the Company's purchasing card and travel and expense program 1,000 225 Total cash, cash equivalents and restricted cash $ 6,847 $ 112,967 As of February 28, 2019 and November 30, 2019, restricted cash relates to cash on deposit in trust accounts related to our 98.7FM LMA in New York City that services long-term debt and cash held by JPMorgan Chase as collateral to secure the Company’s corporate purchasing card and travel and expense program. Cash held by Emmis Austin Radio Broadcasting Company, L.P. is classified as held for sale as of February 28, 2019. See the discussion of our discontinued operations on the subsequent page for more information related to assets held for sale. |
Noncontrolling Interests | Noncontrolling Interests The Company follows Accounting Standards Codification paragraph 810-10-65-1 to report the noncontrolling interests related to the Austin radio partnership and Digonex Technologies Inc., a dynamic pricing business (hereinafter "Digonex"). We owned a 50.1% controlling interest in the Austin radio partnership until its sale on October 1, 2019. As of November 30, 2019, 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. Emmis owns rights that are convertible into approximately 84% of Digonex's common equity. Noncontrolling interests represent the noncontrolling interest holders' proportionate share of the equity of the Austin radio partnership until its sale 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, 2018 and 2019: Austin Radio Partnership Digonex Total Noncontrolling Interests Balance, February 28, 2018 $ 47,424 $ (16,744 ) $ 30,680 Net income (loss) 4,132 (1,736 ) 2,396 Distributions to noncontrolling interests (3,792 ) — (3,792 ) Balance, November 30, 2018 $ 47,764 $ (18,480 ) $ 29,284 Balance, February 28, 2019 $ 47,146 $ (18,993 ) $ 28,153 Net income (loss) 3,047 (1,490 ) 1,557 Distributions to noncontrolling interests (2,217 ) — (2,217 ) Sale of controlling interest in subsidiary (47,976 ) — (47,976 ) Balance, November 30, 2019 $ — $ (20,483 ) $ (20,483 ) |
Discontinued Operations | Discontinued Operations During the quarter ended August 31, 2019, the Company entered into agreements to sell its 50.1% ownership interest in Emmis Austin Radio Broadcasting Company, L.P. (the “Austin Partnership”), as well as a controlling interest in WQHT-FM and WBLS-FM in New York. Both sales closed during the three months ended November 30, 2019. The Company concluded that each of these transactions is a disposal of a business that met the criteria to be classified as held for sale during the three months ended August 31, 2019, and each is a strategic shift that will have a significant impact on the Company’s operations and financial results. As such, the assets and liabilities of these businesses included in the disposal transactions have been classified as held for sale in the February 28 2019, balance sheet, and the results of operations and cash flows of these businesses have been classified as discontinued operations for all periods presented in the accompanying condensed consolidated financial statements. See below for more discussion of each of these transactions. Summary of Discontinued Operations Activity: For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Income from discontinued operations: Austin Radio Partnership $ 2,625 $ 37,908 $ 7,799 $ 42,992 WQHT-FM and WBLS-FM 3,286 37,686 9,132 45,088 Total income before income taxes from discontinued operations 5,911 75,594 16,931 88,080 Less: provision for income taxes 2,649 16,673 1,635 10,867 Income from discontinued operations, net of tax $ 3,262 $ 58,921 $ 15,296 $ 77,213 A discussion of each component of discontinued operations follows. Austin Radio Partnership On October 1, 2019, a subsidiary of Emmis sold its 50.1% ownership interest in the Austin Partnership to our minority partner, Sinclair Telecable, Inc., for $39.3 million (the “Austin Partnership Transaction”). Emmis recognized a gain on sale of $37.3 million. Gross cash proceeds, inclusive of purchase price adjustments, were approximately $40.7 million. Transaction-related expenses were approximately $0.7 million. $9.9 million of these proceeds were used to repay debt outstanding, with the balance held for general corporate purposes, including capital expenditures, working capital, and potential acquisitions and investments. The Austin Partnership has historically been included in our Radio segment. The following table summarizes certain operating results of the Austin Partnership for all periods presented. A portion of Emmis’ mortgage debt was required to be repaid with proceeds of this transaction. In accordance with ASC 205-20-45-6, Emmis has allocated interest on the debt required to be repaid as a result of this disposal transaction to the results of the Austin Radio Partnership. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Net revenues $ 7,991 $ 2,660 $ 24,456 $ 19,539 Station operating expenses, excluding depreciation and amortization 5,106 2,012 15,848 13,428 Gain on sale of assets, net of disposition costs — 37,292 — 37,292 Depreciation and amortization 115 — 386 120 Interest expense 145 32 423 291 Income before taxes $ 2,625 $ 37,908 $ 7,799 $ 42,992 Major classes of assets and liabilities of the Austin Partnership that were classified as held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 are as follows: As of February 28, 2019 Current assets: Cash and cash equivalents $ 1,095 Accounts receivable, net 4,856 Prepaid expenses 357 Other current assets 121 Total current assets 6,429 Noncurrent assets: Property and equipment, net 5,060 Indefinite lived intangibles 34,720 Goodwill 4,338 Other assets 25 Total noncurrent assets 44,143 Total assets $ 50,572 Current liabilities: Accounts payable and accrued expenses $ 291 Accrued salaries and commissions 651 Deferred revenue 591 Income taxes payable 18 Other current liabilities 23 Total current liabilities 1,574 Noncurrent liabilities: Other noncurrent liabilities 332 Total noncurrent liabilities 332 Total liabilities $ 1,906 Equity: Noncontrolling interests $ 47,146 WQHT-FM and WBLS-FM On November 25, 2019, Emmis contributed the assets and liabilities of WBLS-FM and WQHT-FM (the “Stations”) to MediaCo Holding Inc., an Indiana corporation (“MediaCo”) and in return, Emmis received $91.5 million in cash, a convertible promissory note payable to Emmis in the amount of $5.0 million and 1,666,667 shares of MediaCo Class A common stock (the “MediaCo Transaction”). These shares constitute all of the issued and outstanding MediaCo Class A common stock and represent in the aggregate an approximately 23.72% equity ownership interest and 3.02% of the outstanding voting interests of MediaCo immediately following the transaction. We expect that, on January 17, 2020, we will make a taxable pro rata distribution of 0.1265 shares of MediaCo Class A common stock for each outstanding share of Emmis’ Class A and Class B common stock at the close of business of January 3, 2020. The $5.0 million convertible promissory note carries interest at a base rate equal to the interest on MediaCo’s senior credit facility (London Interbank Offered Rate with a 2.0% floor plus 7.5%), or if no senior credit facility is outstanding, 6.00%, plus an additional 1.00% on any payment of interest in kind and, without regard to whether MediaCo pays such interest in kind, an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary thereafter. The note is convertible, in whole or in part, into MediaCo Class A common stock at the option of Emmis beginning six months after issuance at a strike price equal to the thirty day volume weighted average price of the MediaCo Class A common stock on the date of conversion. The note matures on November 25, 2024. In addition, MediaCo’s net working capital as of the closing date must be reimbursed to Emmis within nine months of the MediaCo Transaction. Emmis has recorded an $8.5 million receivable from MediaCo related to this net working capital. SG Broadcasting LLC, an affiliate of Standard General L.P., a New York-based investment firm that manages event-driven opportunity funds (“Standard General”), purchased all of MediaCo’s Class B common stock, representing a 76.28% equity ownership interest. The common stock of MediaCo acquired by Standard General will be entitled to ten votes per share and the common stock acquired by Emmis and distributed to Emmis’ shareholders will be entitled to one vote per share. Emmis will continue to provide management services to the Stations under a Management Agreement, subject to the direction of the MediaCo board of directors which initially consists of four directors appointed by Standard General and three directors appointed by Emmis. Emmis will receive an annual management fee of $1.25 million, plus reimbursement of certain expenses directly related to the operation of MediaCo’s business. The shares held by Emmis at November 30, 2019, which will be distributed to Emmis’ shareholders in January 2020, constitute an equity investment as discussed in Note 12. Gross cash proceeds at closing, inclusive of purchase price adjustments, were $91.8 million, $3.5 million of which was used by Emmis to repay debt outstanding. Transaction-related expenses were approximately $2.2 million. The remaining cash will be used for general corporate purposes, including capital expenditures, working capital, and potential acquisitions and investments. Upon the closing of the transaction, Emmis deconsolidated these stations, recorded the retained investment at fair value, and recognized a gain on sale of $35.6 million. The Stations have historically been included in our Radio segment. The following table summarizes certain operating results of the Stations for all periods presented. In accordance with ASC 205-20-45-6, Emmis has allocated interest on the debt that was required to be repaid as a result of this disposal transaction to the results of the Stations. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Net revenues $ 11,535 $ 9,795 $ 35,046 $ 35,947 Station operating expenses, excluding depreciation and amortization 7,809 7,678 24,711 25,844 Gain on sale of assets, net of disposition costs — 35,616 — 35,616 Depreciation and amortization 346 — 930 417 Interest expense 94 47 273 214 Income before taxes $ 3,286 $ 37,686 $ 9,132 $ 45,088 Major classes of assets and liabilities of the Stations that are classified as held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 are as follows: As of February 28, 2019 Current assets: Prepaid expenses $ 100 Other current assets 100 Total current assets 200 Noncurrent assets: Property and equipment, net 2,356 Indefinite lived intangibles 63,265 Other intangibles, net 758 Other assets 145 Total noncurrent assets 66,524 Total assets $ 66,724 Current liabilities: Other current liabilities 498 Total current liabilities 498 Noncurrent liabilities: Other noncurrent liabilities 1,778 Total noncurrent liabilities 1,778 Total liabilities $ 2,276 |
Implementation of Recent Accounting Pronouncements | Implementation of Recent Accounting Pronouncements On March 1, 2019, we adopted Accounting Standard Update 2016-02, Leases |
Recent Accounting Pronouncements Not Yet Implemented | Recent Accounting Pronouncements Not Yet Implemented In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13, Financial Instruments – Credit Losses |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Accounting Policies [Abstract] | |
Calculation of Basic and Diluted Net 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, 2018 2019 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 $ 712 12,609 $ 0.06 $ 52,725 12,937 $ 4.08 Impact of equity awards — — — — Diluted net income per common share: Net income available to common shareholders $ 712 12,609 $ 0.06 $ 52,725 12,937 $ 4.08 For the Nine Months Ended November 30, 2018 2019 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 $ 23,824 12,565 $ 1.90 $ 61,408 12,846 $ 4.78 Impact of equity awards — 921 — — — — Diluted net income per common share: Net income available to common shareholders $ 23,824 13,486 $ 1.77 $ 61,408 12,846 $ 4.78 |
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 Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 (shares in 000’s ) Equity awards 1,975 2,187 913 2,320 Antidilutive common share equivalents 1,975 2,187 913 2,320 |
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, 2018 2019 2018 2019 Net revenues $ 2,582 $ 2,582 $ 7,748 $ 7,748 Station operating expenses, excluding depreciation and amortization expense 305 346 901 1,032 Interest expense 574 503 1,775 1,565 |
Schedule of Assets and Liabilities of Local Programming and Marketing Agreements | Assets and liabilities of 98.7FM as of February 28, 2019 and November 30, 2019 were as follows: As of February 28, 2019 As of November 30, 2019 Current assets: Restricted cash $ 1,504 $ 1,397 Prepaid expenses 394 351 Other current assets 340 620 Total current assets 2,238 2,368 Noncurrent assets: Property and equipment, net 188 237 Indefinite lived intangibles 46,390 46,390 Operating lease right-of-use assets — 7,440 Other assets 6,255 5,736 Total noncurrent assets 52,833 59,803 Total assets $ 55,071 $ 62,171 Current liabilities: Accounts payable and accrued expenses $ 15 $ 15 Current maturities of long-term debt 7,150 7,601 Deferred revenue 864 894 Operating lease liabilities — 367 Other current liabilities 162 144 Total current liabilities 8,191 9,021 Noncurrent liabilities: Long-term debt, net of current portion and unamortized debt discount 38,747 33,177 Operating lease liabilities, net of current — 8,126 Total noncurrent liabilities 38,747 41,303 Total liabilities $ 46,938 $ 50,324 |
Summary of Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the same amounts shown in the condensed consolidated statements of cash flows. As of February 28, 2019 As of November 30, 2019 Cash and cash equivalents, excluding amounts classified as held for sale $ 4,343 $ 111,345 Restricted cash: 98.7FM LMA restricted cash 1,504 1,397 Cash used to secure the Company's purchasing card and travel and expense program 1,000 225 Total cash, cash equivalents and restricted cash $ 6,847 $ 112,967 |
Summary of Noncontrolling Interest Activity | Below is a summary of the noncontrolling interest activity for the nine months ended November 30, 2018 and 2019: Austin Radio Partnership Digonex Total Noncontrolling Interests Balance, February 28, 2018 $ 47,424 $ (16,744 ) $ 30,680 Net income (loss) 4,132 (1,736 ) 2,396 Distributions to noncontrolling interests (3,792 ) — (3,792 ) Balance, November 30, 2018 $ 47,764 $ (18,480 ) $ 29,284 Balance, February 28, 2019 $ 47,146 $ (18,993 ) $ 28,153 Net income (loss) 3,047 (1,490 ) 1,557 Distributions to noncontrolling interests (2,217 ) — (2,217 ) Sale of controlling interest in subsidiary (47,976 ) — (47,976 ) Balance, November 30, 2019 $ — $ (20,483 ) $ (20,483 ) |
Results of Operations of Disposal Groups | Summary of Discontinued Operations Activity: For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Income from discontinued operations: Austin Radio Partnership $ 2,625 $ 37,908 $ 7,799 $ 42,992 WQHT-FM and WBLS-FM 3,286 37,686 9,132 45,088 Total income before income taxes from discontinued operations 5,911 75,594 16,931 88,080 Less: provision for income taxes 2,649 16,673 1,635 10,867 Income from discontinued operations, net of tax $ 3,262 $ 58,921 $ 15,296 $ 77,213 |
Austin Radio Partnership | |
Results of Operations of Disposal Groups | . The following table summarizes certain operating results of the Austin Partnership for all periods presented. A portion of Emmis’ mortgage debt was required to be repaid with proceeds of this transaction. In accordance with ASC 205-20-45-6, Emmis has allocated interest on the debt required to be repaid as a result of this disposal transaction to the results of the Austin Radio Partnership. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Net revenues $ 7,991 $ 2,660 $ 24,456 $ 19,539 Station operating expenses, excluding depreciation and amortization 5,106 2,012 15,848 13,428 Gain on sale of assets, net of disposition costs — 37,292 — 37,292 Depreciation and amortization 115 — 386 120 Interest expense 145 32 423 291 Income before taxes $ 2,625 $ 37,908 $ 7,799 $ 42,992 |
Schedule of Major Classes of Assets, Liabilities | Major classes of assets and liabilities of the Austin Partnership that were classified as held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 are as follows: As of February 28, 2019 Current assets: Cash and cash equivalents $ 1,095 Accounts receivable, net 4,856 Prepaid expenses 357 Other current assets 121 Total current assets 6,429 Noncurrent assets: Property and equipment, net 5,060 Indefinite lived intangibles 34,720 Goodwill 4,338 Other assets 25 Total noncurrent assets 44,143 Total assets $ 50,572 Current liabilities: Accounts payable and accrued expenses $ 291 Accrued salaries and commissions 651 Deferred revenue 591 Income taxes payable 18 Other current liabilities 23 Total current liabilities 1,574 Noncurrent liabilities: Other noncurrent liabilities 332 Total noncurrent liabilities 332 Total liabilities $ 1,906 Equity: Noncontrolling interests $ 47,146 |
WQHT-FM and WBLS-FM | |
Results of Operations of Disposal Groups | The following table summarizes certain operating results of the Stations for all periods presented. In accordance with ASC 205-20-45-6, Emmis has allocated interest on the debt that was required to be repaid as a result of this disposal transaction to the results of the Stations. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Net revenues $ 11,535 $ 9,795 $ 35,046 $ 35,947 Station operating expenses, excluding depreciation and amortization 7,809 7,678 24,711 25,844 Gain on sale of assets, net of disposition costs — 35,616 — 35,616 Depreciation and amortization 346 — 930 417 Interest expense 94 47 273 214 Income before taxes $ 3,286 $ 37,686 $ 9,132 $ 45,088 |
Schedule of Major Classes of Assets, Liabilities | Major classes of assets and liabilities of the Stations that are classified as held for sale in the accompanying condensed consolidated balance sheet as of February 28, 2019 are as follows: As of February 28, 2019 Current assets: Prepaid expenses $ 100 Other current assets 100 Total current assets 200 Noncurrent assets: Property and equipment, net 2,356 Indefinite lived intangibles 63,265 Other intangibles, net 758 Other assets 145 Total noncurrent assets 66,524 Total assets $ 66,724 Current liabilities: Other current liabilities 498 Total current liabilities 498 Noncurrent liabilities: Other noncurrent liabilities 1,778 Total noncurrent liabilities 1,778 Total liabilities $ 2,276 |
Share Based Payments (Tables)
Share Based Payments (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Disclosure Of Compensation Related Costs Sharebased 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, 2018 and 2019: Nine Months Ended November 30, 2018 2019 Risk-Free Interest Rate: 2.6% - 2.8% 1.7% - 2.6% Expected Dividend Yield: 0% 0% Expected Life (Years): 4.9 4.6 Expected Volatility: 51.3% - 53.2% 50.3% - 51.3% |
Summary of Stock Options Outstanding and Activity | The following table presents a summary of the Company’s stock options outstanding at November 30, 2019, and stock option activity during the nine months ended November 30, 2019 (“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 2,738,087 $ 4.72 Granted 604,500 4.94 Exercised 199,643 3.49 Forfeited — — Expired 70,860 6.32 Outstanding, end of period 3,072,084 4.81 6.2 $ 2,756 Exercisable, end of period 2,201,843 4.89 5.2 $ 2,344 |
Summary of Nonvested Options and Changes | A summary of the Company’s nonvested options at November 30, 2019, and changes during the nine months ended November 30, 2019, is presented below: Options Weighted Average Grant Date Fair Value Nonvested, beginning of period 608,175 $ 1.64 Granted 604,500 2.19 Vested 342,434 1.50 Forfeited — — Nonvested, end of period 870,241 2.08 |
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, 2019, and restricted stock activity during the nine months ended November 30, 2019 (“Price” reflects the weighted average share price at the date of grant): Awards Price Grants outstanding, beginning of period 265,107 $ 3.43 Granted 170,849 4.25 Vested (restriction lapsed) 174,246 3.42 Grants outstanding, end of period 261,710 3.98 |
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, 2018 and 2019. 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, 2018 2019 2018 2019 Station operating expenses $ 48 $ 21 $ 148 $ 77 Corporate expenses 318 320 1,076 1,030 Stock-based compensation expense included in operating expenses 366 341 1,224 1,107 Stock-based compensation expense included in discontinued operations 21 (8 ) 64 53 Stock-based compensation expense $ 387 $ 333 $ 1,288 $ 1,160 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Long-term debt was comprised of the following at February 28, 2019 and November 30, 2019: February 28, 2019 November 30, 2019 2014 Credit Agreement Term Loan $ 25,000 $ — Mortgage — 12,699 Term Loan — — 98.7FM non-recourse debt 47,332 42,014 Other non-recourse debt (1) 10,074 10,136 Less: Current maturities (32,150 ) (7,830 ) Less: Unamortized original issue discount (1,499 ) (1,357 ) Total long-term debt, net of current portion and debt discount $ 48,757 $ 55,662 (1) The face value of other non-recourse debt was $10.2 million at February 28, 2019 and November 30, 2019 |
Schedule of Maturities of Long-term Debt | Based on amounts outstanding at November 30, 2019, mandatory principal payments of long-term debt for the next five years and thereafter are summarized below: 98.7FM Non-recourse Other Non-recourse Year ended February 28 (29), Mortgage Debt Debt Total Payments Remainder of 2020 $ 39 $ 1,832 $ — $ 1,871 2021 254 7,755 6,239 (1) 14,248 2022 271 8,394 4,000 (2) 12,665 2023 286 9,069 — 9,355 2024 303 9,783 — 10,086 Thereafter 11,546 5,181 — 16,727 Total $ 12,699 $ 42,014 $ 10,239 $ 64,952 (1) This date represents the contractual maturity date of the notes issued by Digonex Technologies Inc., however this debt is expected to be extinguished in connection with a future dissolution of that entity. (2) This date represents the contractual maturity date of the notes issued by NextRadio, LLC, but as discussed above, the failure to make payments under these notes results only in the lender’s ability to convert the notes to senior preferred equity of TagStation, LLC. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
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 February 28, 2019 and November 30, 2019 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 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Revenue [Abstract] | |
Disaggregation of Revenue | The following table presents the Company's revenues disaggregated by revenue source: For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Revenue by Source: Advertising $ 5,356 $ 5,229 $ 14,665 $ 13,776 Circulation 93 91 288 280 Nontraditional 1,234 1,037 3,249 2,390 LMA Fees 2,583 2,582 8,467 7,748 Digital 330 675 745 1,915 Other 1,201 1,123 3,469 3,157 Total net revenues $ 10,797 $ 10,737 $ 30,883 $ 29,266 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Results of Operations of Business Segments | 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 28, 2019, and in Note 1 to these condensed consolidated financial statements, are applied consistently across segments. Three Months Ended November 30, 2019 Radio Publishing All Other Consolidated Net revenues $ 9,215 $ 1,187 $ 335 $ 10,737 Station operating expenses excluding depreciation and amortization expense 5,941 1,502 756 8,199 Corporate expenses excluding depreciation and amortization expense — — 10,437 10,437 Depreciation and amortization 87 3 173 263 Gain on legal matter — — (2,153 ) (2,153 ) Operating income (loss) $ 3,187 $ (318 ) $ (8,878 ) $ (6,009 ) Three Months Ended November 30, 2018 Radio Publishing All Other Consolidated Net revenues $ 9,202 $ 1,177 $ 418 $ 10,797 Station operating expenses excluding depreciation and amortization expense 6,157 1,176 3,476 10,809 Corporate expenses excluding depreciation and amortization expense — — 2,297 2,297 Impairment loss — — 304 304 Depreciation and amortization 129 4 212 345 Loss on sale of assets, net of disposition costs 235 — — 235 Operating income (loss) $ 2,681 $ (3 ) $ (5,871 ) $ (3,193 ) Nine Months Ended November 30, 2019 Radio Publishing All Other Consolidated Net revenues $ 25,321 $ 3,083 $ 862 $ 29,266 Station operating expenses excluding depreciation and amortization expense 18,258 3,582 1,827 23,667 Corporate expenses excluding depreciation and amortization expense — — 15,211 15,211 Impairment loss 4,022 — — 4,022 Depreciation and amortization 288 10 568 866 Loss on sale of assets, net of disposition costs — — 31 31 Gain on legal matter — — (2,153 ) (2,153 ) Operating income (loss) $ 2,753 $ (509 ) $ (14,622 ) $ (12,378 ) Nine Months Ended November 30, 2018 Radio Publishing All Other Consolidated Net revenues $ 26,341 $ 3,347 $ 1,195 $ 30,883 Station operating expenses excluding depreciation and amortization expense 18,661 3,384 8,449 30,494 Corporate expenses excluding depreciation and amortization expense — — 7,607 7,607 Impairment loss 205 — 304 509 Depreciation and amortization 393 14 661 1,068 (Gain) loss on sale of assets, net of disposition costs (32,148 ) 331 — (31,817 ) Operating income (loss) $ 39,230 $ (382 ) $ (15,826 ) $ 23,022 Total Assets Radio Publishing All Other Consolidated As of February 28, 2019 $ 216,473 $ 728 $ 20,545 $ 237,746 As of November 30, 2019 $ 95,387 $ 834 $ 145,286 $ 241,507 |
Restructuring Reserve (Tables)
Restructuring Reserve (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Restructuring Reserve [Abstract] | |
Schedule Of Restructuring Reserve By Type Of Cost | The table below summarizes the activity related to our restructuring charge for the three-month and nine-month periods ended November 30, 2018 and 2019. For the Three Months Ended November 30, For the Nine Months Ended November 30, 2018 2019 2018 2019 Restructuring charges and estimated lease cease-use costs, beginning balance $ 1,052 $ 949 $ — $ 1,099 Restructuring charges and estimated lease cease-use costs- St. Louis radio stations sale 245 — 1,423 — Payments, net of accretion (103 ) (60 ) (229 ) (210 ) Restructuring charges and estimated lease cease-use costs unpaid and outstanding $ 1,194 $ 889 $ 1,194 $ 889 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 30, 2019 | |
Leases [Abstract] | |
Summary of Impact of Operating Leases Including Leases of Discontinued Operations | The impact of operating leases, including leases of our discontinued operations, to our condensed consolidated financial statements was as follows: Nine Months Ended November 30, 2019 Lease Cost Operating lease cost $ 3,451 Other Information Operating cash flows from operating leases 3,862 Right-of-use assets obtained in exchange for new operating lease liabilities 28,821 Weighted average remaining lease term - operating leases (in years) 10.7 Weighted average discount rate - operating leases 5.9 % |
Summary of Annual Minimum Lease Payments of Operating Lease Liabilities | As of November 30, 2019, the annual minimum lease payments of our operating lease liabilities were as follows: Year ending February 28 (29), Remainder of 2020 $ 380 2021 1,376 2022 1,365 2023 1,372 2024 1,246 After 2024 8,367 Total lease payments 14,106 Less imputed interest 3,892 Total recorded lease liabilities $ 10,214 |
Summary of Significant Accoun_4
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, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Basic net income per common share: | ||||
Net income available to common shareholders | $ 52,725 | $ 712 | $ 61,408 | $ 23,824 |
Diluted net income per common share: | ||||
Net income available to common shareholders | $ 52,725 | $ 712 | $ 61,408 | $ 23,824 |
Basic shares: | ||||
Basic weighted average common shares outstanding (in shares) | 12,937 | 12,609 | 12,846 | 12,565 |
Impact of equity awards (in shares) | 921 | |||
Diluted shares: | ||||
Diluted weighted average common shares outstanding (in shares) | 12,937 | 12,609 | 12,846 | 13,486 |
Basic net income per common share: | ||||
Basic net income per common share (in dollars per share) | $ 4.08 | $ 0.06 | $ 4.78 | $ 1.90 |
Diluted net income per common share: | ||||
Diluted net income per common share (in dollars per share) | $ 4.08 | $ 0.06 | $ 4.78 | $ 1.77 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Shares Excluded from Calculation as Effect of Conversion into Shares of Common Stock would be Antidilutive (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents | 2,187,000 | 1,975,000 | 2,320,000 | 913,000 |
Equity awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive common share equivalents | 2,187,000 | 1,975,000 | 2,320,000 | 913,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2019USD ($) | Nov. 25, 2019USD ($)voteDirector$ / sharesshares | Oct. 01, 2019USD ($) | Nov. 30, 2019USD ($) | Nov. 30, 2018USD ($) | Aug. 31, 2019 | Mar. 01, 2019USD ($) |
Noncontrolling Interest [Line Items] | |||||||
LMA fees | $ 700 | ||||||
Repayment of debt | $ 9,900 | $ 44,619 | $ 57,850 | ||||
Operating lease right-of-use assets | $ 8,634 | 8,634 | |||||
Accounting Standards Update 2016-02 | |||||||
Noncontrolling Interest [Line Items] | |||||||
Operating lease liabilities | $ 28,800 | ||||||
Operating lease right-of-use assets | $ 28,800 | ||||||
Contribution Agreement | |||||||
Noncontrolling Interest [Line Items] | |||||||
Gross cash proceeds, inclusive of purchase price adjustments | $ 91,800 | ||||||
Transaction-related expenses | 2,200 | ||||||
Repayment of debt | 3,500 | ||||||
Recognize gain | $ 35,600 | ||||||
Contribution Agreement | MediaCo Holding Inc | |||||||
Noncontrolling Interest [Line Items] | |||||||
Percentage of outstanding voting interest | 3.05% | ||||||
Board of directors appointed | Director | 3 | ||||||
Management fee | $ 1,250 | ||||||
Debt instrument, basis spread on variable rate | 7.50% | ||||||
Senior credit facility amount | $ 0 | ||||||
Debt instrument, interest rate percentage | 6.00% | ||||||
Additional payment of interest in kind | 1.00% | ||||||
Debt instrument increasing interest rate of second anniversary | 1.00% | ||||||
Debt instrument increasing interest rate of each successive anniversary | 1.00% | ||||||
Debt instrument, maturity date | Nov. 25, 2024 | ||||||
Receivable related to net working capital | $ 8,500 | $ 8,500 | |||||
Contribution Agreement | MediaCo Holding Inc | Base Rate | |||||||
Noncontrolling Interest [Line Items] | |||||||
Convertible promissory note acquired in disposal of assets | $ 5,000 | ||||||
Contribution Agreement | MediaCo Holding Inc | London Interbank Offered Rate | |||||||
Noncontrolling Interest [Line Items] | |||||||
Debt instrument, basis spread on variable rate | 2.00% | ||||||
Contribution Agreement | MediaCo Holding Inc | Class A Common Stock | |||||||
Noncontrolling Interest [Line Items] | |||||||
Percentage of common stock acquired in disposal of assets | 23.72% | ||||||
Percentage of outstanding voting interest | 3.02% | ||||||
Common stock taxable pro rate distribution of per share | $ / shares | $ 0.1265 | ||||||
Contribution Agreement | MediaCo Holding Inc | Common Stock | |||||||
Noncontrolling Interest [Line Items] | |||||||
Cash received from disposal of assets | $ 91,500 | ||||||
Convertible promissory note acquired in disposal of assets | $ 5,000 | ||||||
Convertible promissory note acquired from issued shares in disposal of assets | shares | 1,666,667 | ||||||
Vote per share | vote | 1 | ||||||
Contribution Agreement | MediaCo Holding Inc | Standard General L.P | |||||||
Noncontrolling Interest [Line Items] | |||||||
Board of directors appointed | Director | 4 | ||||||
Contribution Agreement | MediaCo Holding Inc | Standard General L.P | Class B Common Stock | |||||||
Noncontrolling Interest [Line Items] | |||||||
Percentage of common stock purchased | 76.28% | ||||||
Vote per share | vote | 10 | ||||||
Austin Radio Partnership | |||||||
Noncontrolling Interest [Line Items] | |||||||
Gain (loss) on disposition of assets | 37,300 | ||||||
Gross cash proceeds, inclusive of purchase price adjustments | 40,700 | ||||||
Transaction-related expenses | $ 700 | ||||||
Austin Radio Partnership | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 50.10% | ||||||
Sinclair Telecable Inc | Austin Radio Partnership | |||||||
Noncontrolling Interest [Line Items] | |||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 50.10% | ||||||
Estimated gross proceeds from sale of property plant and intangible assets held for sale | $ 39,300 | ||||||
Austin Radio Partnership | |||||||
Noncontrolling Interest [Line Items] | |||||||
Percentage Of Controlling Interest | 50.10% | ||||||
Digonex Technologies Inc | |||||||
Noncontrolling Interest [Line Items] | |||||||
Percentage Of Controlling Interest | 84.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Operating Results From Local Programming and Marketing Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
NET REVENUES | $ 10,737 | $ 10,797 | $ 29,266 | $ 30,883 |
Interest expense | 869 | 1,307 | 3,040 | 5,206 |
98.7 FM | ||||
Segment Reporting Information [Line Items] | ||||
NET REVENUES | 2,582 | 2,582 | 7,748 | 7,748 |
Station operating expenses, excluding depreciation and amortization expense | 346 | 305 | 1,032 | 901 |
Interest expense | $ 503 | $ 574 | $ 1,565 | $ 1,775 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Assets and Liabilities of Local Programming and Marketing Agreement Fees (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Feb. 28, 2019 |
Segment Reporting Information [Line Items] | ||
Prepaid expenses | $ 1,845 | $ 3,374 |
Other current assets | 10,350 | 1,225 |
Total current assets | 130,761 | 29,994 |
Property and equipment, net | 15,265 | 16,061 |
Indefinite lived intangibles | 68,540 | 72,562 |
Operating lease right-of-use assets | 8,634 | |
Other assets | 12,822 | 8,462 |
Total assets | 241,507 | 237,746 |
Operating lease liabilities | 842 | |
Other current liabilities | 1,868 | 2,401 |
Total current liabilities | 41,285 | 57,366 |
Long-term debt, net of current portion and unamortized debt discount | 55,662 | 48,757 |
Operating lease liabilities, net of current | 9,372 | |
Total liabilities | 126,910 | 137,379 |
98.7 FM | ||
Segment Reporting Information [Line Items] | ||
Restricted cash | 1,397 | 1,504 |
Prepaid expenses | 351 | 394 |
Other current assets | 620 | 340 |
Total current assets | 2,368 | 2,238 |
Property and equipment, net | 237 | 188 |
Indefinite lived intangibles | 46,390 | 46,390 |
Operating lease right-of-use assets | 7,440 | |
Other assets | 5,736 | 6,255 |
Total noncurrent assets | 59,803 | 52,833 |
Total assets | 62,171 | 55,071 |
Accounts payable and accrued expenses | 15 | 15 |
Current maturities of long-term debt | 7,601 | 7,150 |
Deferred revenue | 894 | 864 |
Operating lease liabilities | 367 | |
Other current liabilities | 144 | 162 |
Total current liabilities | 9,021 | 8,191 |
Long-term debt, net of current portion and unamortized debt discount | 33,177 | 38,747 |
Operating lease liabilities, net of current | 8,126 | |
Total noncurrent liabilities | 41,303 | 38,747 |
Total liabilities | $ 50,324 | $ 46,938 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Summary of Restricted Cash (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Feb. 28, 2019 | Nov. 30, 2018 | Feb. 28, 2018 |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Cash and cash equivalents, excluding amounts classified as held for sale | $ 111,345 | $ 4,343 | ||
Total cash, cash equivalents and restricted cash | 112,967 | 6,847 | $ 8,088 | $ 4,491 |
98.7FM LMA Restricted Cash | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash | 1,397 | 1,504 | ||
Cash Used To Secure The Company's Purchasing Card And Travel And Expense Programs | ||||
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Total restricted cash | $ 225 | $ 1,000 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Noncontrolling Interests (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Nov. 30, 2019 | Aug. 31, 2019 | May 31, 2019 | Nov. 30, 2018 | Aug. 31, 2018 | May 31, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Noncontrolling Interest [Line Items] | ||||||||
Beginning balance | $ 28,153 | $ 30,680 | $ 28,153 | $ 30,680 | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | $ (121) | $ 837 | 1,557 | 2,396 | ||||
Distributions to noncontrolling interests | (272) | $ (824) | (1,121) | (1,068) | $ (1,003) | (1,721) | (2,217) | (3,792) |
Sale of controlling interest in subsidiary | (47,976) | |||||||
Ending balance | (20,483) | 29,284 | (20,483) | 29,284 | ||||
Austin Radio Partnership | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Beginning balance | 47,146 | 47,424 | 47,146 | 47,424 | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | 3,047 | 4,132 | ||||||
Distributions to noncontrolling interests | (2,217) | (3,792) | ||||||
Sale of controlling interest in subsidiary | (47,976) | |||||||
Ending balance | 47,764 | 47,764 | ||||||
Digonex [Member] | ||||||||
Noncontrolling Interest [Line Items] | ||||||||
Beginning balance | $ (18,993) | $ (16,744) | (18,993) | (16,744) | ||||
Net Income (Loss) Attributable to Noncontrolling Interest | (1,490) | (1,736) | ||||||
Ending balance | $ (20,483) | $ (18,480) | $ (20,483) | $ (18,480) |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Summary of Discontinued Operations Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Income from discontinued operations: | ||||
Total income before income taxes from discontinued operations | $ 75,594 | $ 5,911 | $ 88,080 | $ 16,931 |
Less: provision for income taxes | 16,673 | 2,649 | 10,867 | 1,635 |
Income from discontinued operations, net of tax | 58,921 | 3,262 | 77,213 | 15,296 |
Austin Radio Partnership | ||||
Income from discontinued operations: | ||||
Total income before income taxes from discontinued operations | 37,908 | 2,625 | 42,992 | 7,799 |
WQHT-FM and WBLS-FM | ||||
Income from discontinued operations: | ||||
Total income before income taxes from discontinued operations | $ 37,686 | $ 3,286 | $ 45,088 | $ 9,132 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Results of Operations of Disposal Groups (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Gain on sale of assets, net of disposition costs | $ (235) | $ (31) | $ 31,817 | |
Income before taxes | $ 75,594 | 5,911 | 88,080 | 16,931 |
Austin Radio Partnership | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net revenues | 2,660 | 7,991 | 19,539 | 24,456 |
Station operating expenses, excluding depreciation and amortization | 2,012 | 5,106 | 13,428 | 15,848 |
Gain on sale of assets, net of disposition costs | 37,292 | 37,292 | ||
Depreciation and amortization | 115 | 120 | 386 | |
Interest expense | 32 | 145 | 291 | 423 |
Income before taxes | 37,908 | 2,625 | 42,992 | 7,799 |
WQHT-FM and WBLS-FM | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net revenues | 9,795 | 11,535 | 35,947 | 35,046 |
Station operating expenses, excluding depreciation and amortization | 7,678 | 7,809 | 25,844 | 24,711 |
Gain on sale of assets, net of disposition costs | 35,616 | 35,616 | ||
Depreciation and amortization | 346 | 417 | 930 | |
Interest expense | 47 | 94 | 214 | 273 |
Income before taxes | $ 37,686 | $ 3,286 | $ 45,088 | $ 9,132 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Schedule of Major Classes of Assets and Liabilities (Details) $ in Thousands | Feb. 28, 2019USD ($) |
Current assets: | |
Total current assets | $ 6,629 |
Noncurrent assets: | |
Total noncurrent assets | 110,667 |
Current liabilities: | |
Total current liabilities | 2,072 |
Noncurrent liabilities: | |
Total noncurrent liabilities | 2,110 |
Austin Radio Partnership | |
Current assets: | |
Cash and cash equivalents | 1,095 |
Accounts receivable, net | 4,856 |
Prepaid expenses | 357 |
Other current assets | 121 |
Total current assets | 6,429 |
Noncurrent assets: | |
Property and equipment, net | 5,060 |
Indefinite lived intangibles | 34,720 |
Goodwill | 4,338 |
Other assets | 25 |
Total noncurrent assets | 44,143 |
Total assets | 50,572 |
Current liabilities: | |
Accounts payable and accrued expenses | 291 |
Accrued salaries and commissions | 651 |
Deferred revenue | 591 |
Income taxes payable | 18 |
Other current liabilities | 23 |
Total current liabilities | 1,574 |
Noncurrent liabilities: | |
Other noncurrent liabilities | 332 |
Total noncurrent liabilities | 332 |
Total liabilities | 1,906 |
Equity: | |
Noncontrolling interests | 47,146 |
WQHT-FM and WBLS-FM | |
Current assets: | |
Prepaid expenses | 100 |
Other current assets | 100 |
Total current assets | 200 |
Noncurrent assets: | |
Property and equipment, net | 2,356 |
Indefinite lived intangibles | 63,265 |
Other intangibles, net | 758 |
Other assets | 145 |
Total noncurrent assets | 66,524 |
Total assets | 66,724 |
Current liabilities: | |
Other current liabilities | 498 |
Total current liabilities | 498 |
Noncurrent liabilities: | |
Other noncurrent liabilities | 1,778 |
Total noncurrent liabilities | 1,778 |
Total liabilities | $ 2,276 |
Share Based Payments - Addition
Share Based Payments - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 9 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock options granted, term | 10 years | |
Stock options vesting period | 3 years | |
Annual percentage over three years | 33.33% | |
Proceeds from the exercise of stock options | $ 689 | $ 343 |
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options | $ 0 | |
Stock options weighted average grant date fair value | $ 2.19 | $ 2.27 |
Shares available for future grants | 1.4 | |
Restricted stock awards requisite service period | 3 years | |
Grant date fair value of shares vested | $ 600 | $ 700 |
Unrecognized compensation cost | $ 1,800 | |
Compensation cost of weighted average period | 1 year 6 months | |
Two Thousand Seventeen Equity Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future grants | 1.1 | |
Other Compensation Plans | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future grants | 0.3 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Proceeds from the exercise of stock options | $ 700 | |
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options | $ 0 | |
Vesting dates of outstanding options | 2022-07 | |
Expiration dates of options | 2029-08 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting dates of outstanding options | 2020-03 | |
Expiration dates of options | 2020-12 |
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, 2019 | Nov. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Dividend Yield: | 0.00% | 0.00% |
Expected Life (Years): | 4 years 7 months 6 days | 4 years 10 months 24 days |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-Free Interest Rate: | 1.70% | 2.60% |
Expected Volatility: | 50.30% | 51.30% |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-Free Interest Rate: | 2.60% | 2.80% |
Expected Volatility: | 51.30% | 53.20% |
Share Based Payments Summary of
Share Based Payments Summary of Stock Options Outstanding and Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Nov. 30, 2019 | |
Options | |
Outstanding, beginning of period | 2,738,087 |
Granted | 604,500 |
Exercised | 199,643 |
Expired | 70,860 |
Outstanding, end of period | 3,072,084 |
Exercisable, end of period | 2,201,843 |
Price | |
Outstanding, beginning of period | $ 4.72 |
Granted | 4.94 |
Exercised | 3.49 |
Expired | 6.32 |
Outstanding, end of period | 4.81 |
Exercisable, end of period | $ 4.89 |
Outstanding, end of period | $ 2,756 |
Exercisable, end of period | $ 2,344 |
Outstanding, end of period | 6 years 2 months 12 days |
Exercisable, end of period | 5 years 2 months 12 days |
Share Based Payments Summary _2
Share Based Payments Summary of Nonvested Options and Changes (Details) - $ / shares | 9 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Options | ||
Nonvested, beginning of period | 608,175 | |
Granted | 604,500 | |
Vested | 342,434 | |
Nonvested, end of period | 870,241 | |
Weighted Average Grant Date Fair Value | ||
Nonvested, beginning of period | $ 1.64 | |
Granted | 2.19 | $ 2.27 |
Vested | 1.50 | |
Nonvested, end of period | $ 2.08 |
Share Based Payments Summary _3
Share Based Payments Summary of Restricted Stock Grants Outstanding and Activity (Details) - Restricted Stock | 9 Months Ended |
Nov. 30, 2019$ / sharesshares | |
Awards | |
Grants outstanding, beginning of period | shares | 265,107 |
Granted | shares | 170,849 |
Vested (restriction lapsed) | shares | 174,246 |
Grants outstanding, end of period | shares | 261,710 |
Price | |
Grants outstanding, beginning of period | $ / shares | $ 3.43 |
Granted | $ / shares | 4.25 |
Vested (restriction lapsed) | $ / shares | 3.42 |
Grants outstanding, end of period | $ / shares | $ 3.98 |
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, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 341 | $ 366 | $ 1,107 | $ 1,224 |
Stock-based compensation expense included in discontinued operations | (8) | 21 | 53 | 64 |
Stock-based compensation expense | 333 | 387 | 1,160 | 1,288 |
Station operating expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | 21 | 48 | 77 | 148 |
Corporate expenses | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock based compensation expense | $ 320 | $ 318 | $ 1,030 | $ 1,076 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Feb. 28, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Indefinite-lived intangible assets | $ 68,500,000 | $ 170,500,000 | |
Intangible assets sold | 98,000,000 | ||
Impairment of intangible assets | 4,000,000 | ||
Goodwill | 0 | 4,300,000 | |
Definite-lived intangible assets | 0 | $ 800,000 | |
Amortization of intangible assets | $ 100,000 | $ 200,000 |
Long-term Debt - Schedule of Lo
Long-term Debt - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Feb. 28, 2019 |
Debt Instrument | ||
Less: Current maturities | $ (7,830) | $ (32,150) |
Less: Unamortized original issue discount | (1,357) | (1,499) |
Total long-term debt, net of current portion and debt discount | 55,662 | 48,757 |
Mortgage | ||
Debt Instrument | ||
Secured debt | 12,699 | |
2014 Credit Agreement Term Loan | ||
Debt Instrument | ||
Secured debt | 25,000 | |
98.7FM Non-recourse Debt | ||
Debt Instrument | ||
Non-recourse debt | 42,014 | 47,332 |
Other Non-recourse Debt | ||
Debt Instrument | ||
Non-recourse debt | $ 10,136 | $ 10,074 |
Long-term Debt - Schedule of _2
Long-term Debt - Schedule of Long-term Debt Instruments (Parenthetical) (Details) - USD ($) | Nov. 30, 2019 | Feb. 28, 2019 |
Debt Disclosure [Abstract] | ||
Face amount of debt | $ 10,200,000 | $ 10,200,000 |
Long-term Debt - Additional Inf
Long-term Debt - Additional Information (Details) | Nov. 29, 2019USD ($) | Oct. 04, 2019USD ($) | Apr. 12, 2019USD ($)a | Nov. 30, 2019USD ($) | Nov. 30, 2019USD ($) | Nov. 30, 2018USD ($) | Feb. 28, 2019USD ($) | Jun. 16, 2014USD ($) | May 30, 2012USD ($) |
Debt Instrument | |||||||||
Face amount of debt | $ 10,200,000 | $ 10,200,000 | $ 10,200,000 | ||||||
Loss on debt extinguishment | 510,000 | 510,000 | $ 771,000 | ||||||
Unamortized discount on issuance of debt | 1,357,000 | 1,357,000 | 1,499,000 | ||||||
98.7FM Non-recourse Debt | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 82,200,000 | ||||||||
Unamortized discount on issuance of debt | $ 1,200,000 | $ 1,200,000 | $ 1,400,000 | ||||||
Interest rate during period | 4.10% | ||||||||
NextRadio Notes Payable | |||||||||
Debt Instrument | |||||||||
Interest rate during period | 2.00% | 2.00% | |||||||
Non-recourse debt | $ 4,000,000 | $ 4,000,000 | |||||||
Revolving Credit Agreement | |||||||||
Debt Instrument | |||||||||
Loss on debt extinguishment | 400,000 | ||||||||
Letters of credit outstanding amount | 0 | 0 | |||||||
Digonex Non-recourse Debt | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 6,200,000 | ||||||||
Interest rate during period | 5.00% | ||||||||
Non-recourse debt | $ 3,600,000 | ||||||||
Barrett Investment Partners, LLC | Term Loan | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 4,000,000 | ||||||||
Debt instrument expiration date | Apr. 12, 2022 | ||||||||
Loss on debt extinguishment | 100,000 | ||||||||
Mortgage | |||||||||
Debt Instrument | |||||||||
Debt instrument expiration date | Apr. 12, 2029 | ||||||||
Debt instrument, interest rate, stated percentage | 5.48% | ||||||||
Amortization period | 25 years | ||||||||
Loss on debt extinguishment | 100,000 | ||||||||
Unamortized discount on issuance of debt | 100,000 | 100,000 | |||||||
Mortgage | MediaCo Holding Inc | |||||||||
Debt Instrument | |||||||||
Repayments of mortgage indebtedness | $ 3,500,000 | ||||||||
Mortgage | Austin Radio Partnership and MediaCo Holding Inc | |||||||||
Debt Instrument | |||||||||
Repayments of mortgage indebtedness | $ 10,000,000 | ||||||||
Mortgage | Austin Radio Partnership | |||||||||
Debt Instrument | |||||||||
Repayments of mortgage indebtedness | $ 6,500,000 | ||||||||
Mortgage | Whitestown, Indiana | |||||||||
Debt Instrument | |||||||||
Area of land | a | 70 | ||||||||
Wells Fargo Bank, National Association | Mortgage | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 23,000,000 | ||||||||
Wells Fargo Bank, National Association | Revolving Credit Agreement | |||||||||
Debt Instrument | |||||||||
Face amount of debt | $ 12,000,000 | $ 12,000,000 |
Long-term Debt - Schedule of Ma
Long-term Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Nov. 30, 2019USD ($) |
Debt Instrument | |
Remainder of 2020 | $ 1,871 |
2021 | 14,248 |
2022 | 12,665 |
2023 | 9,355 |
2024 | 10,086 |
Thereafter | 16,727 |
Total | 64,952 |
Mortgage | |
Debt Instrument | |
Remainder of 2020 | 39 |
2021 | 254 |
2022 | 271 |
2023 | 286 |
2024 | 303 |
Thereafter | 11,546 |
Total | 12,699 |
98.7FM Non-recourse Debt | |
Debt Instrument | |
Remainder of 2020 | 1,832 |
2021 | 7,755 |
2022 | 8,394 |
2023 | 9,069 |
2024 | 9,783 |
Thereafter | 5,181 |
Total | 42,014 |
Other Non-recourse Debt | |
Debt Instrument | |
Remainder of 2020 | 0 |
2021 | 6,239 |
2022 | 4,000 |
2023 | 0 |
2024 | 0 |
Thereafter | 0 |
Total | $ 10,239 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Assets and Liabilities Accounted for at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Nov. 30, 2019 | Feb. 28, 2019 |
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 - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 17, 2020 | Nov. 30, 2019 | Nov. 25, 2019 | Nov. 30, 2019 | Aug. 31, 2019 | Nov. 30, 2019 |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Impairment charge | $ 4 | |||||
MediaCo Holding Inc | Contribution Agreement | ||||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Percentage of equity ownership interest | 23.72% | 23.72% | ||||
MediaCo Holding Inc | Contribution Agreement | Class A Common Stock | ||||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Percentage of equity ownership interest | 23.72% | |||||
Common stock taxable pro rate distribution of per share | $ 0.1265 | |||||
MediaCo Holding Inc | Contribution Agreement | Class A Common Stock | Scenario Forecast | ||||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Common stock taxable pro rate distribution of per share | $ 0.1265 | |||||
FCC Licenses | ||||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Impairment charge | $ 4 | |||||
Fair values of indefinite-lived intangible assets | 15.5 | |||||
WLIB-AM | ||||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||||
Fair values of indefinite-lived intangible assets | $ 6.7 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | $ 10,737 | $ 10,797 | $ 29,266 | $ 30,883 |
Advertising | ||||
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | 5,229 | 5,356 | 13,776 | 14,665 |
Circulation | ||||
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | 91 | 93 | 280 | 288 |
Non Traditional | ||||
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | 1,037 | 1,234 | 2,390 | 3,249 |
LMA Fees | ||||
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | 2,582 | 2,583 | 7,748 | 8,467 |
Digital | ||||
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | 675 | 330 | 1,915 | 745 |
Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
NET REVENUES | $ 1,123 | $ 1,201 | $ 3,157 | $ 3,469 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 9 Months Ended |
Nov. 30, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Results of Operations of Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | Feb. 28, 2019 | |
Segment Reporting Information [Line Items] | |||||
Net revenues | $ 10,737 | $ 10,797 | $ 29,266 | $ 30,883 | |
Station operating expenses excluding depreciation and amortization expense | 8,199 | 10,809 | 23,667 | 30,494 | |
Corporate expenses excluding depreciation and amortization expense | 10,437 | 2,297 | 15,211 | 7,607 | |
Impairment loss | 304 | 4,022 | 509 | ||
Depreciation and amortization | 263 | 345 | 866 | 1,068 | |
(Gain) loss on sale of assets, net of disposition costs | 235 | 31 | (31,817) | ||
Gain on legal matter | (2,153) | (2,153) | |||
OPERATING (LOSS) INCOME | (6,009) | (3,193) | (12,378) | 23,022 | |
Total Assets | 241,507 | 241,507 | $ 237,746 | ||
Radio | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 9,215 | 9,202 | 25,321 | 26,341 | |
Station operating expenses excluding depreciation and amortization expense | 5,941 | 6,157 | 18,258 | 18,661 | |
Impairment loss | 4,022 | 205 | |||
Depreciation and amortization | 87 | 129 | 288 | 393 | |
(Gain) loss on sale of assets, net of disposition costs | 235 | (32,148) | |||
OPERATING (LOSS) INCOME | 3,187 | 2,681 | 2,753 | 39,230 | |
Total Assets | 95,387 | 95,387 | 216,473 | ||
Publishing | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 1,187 | 1,177 | 3,083 | 3,347 | |
Station operating expenses excluding depreciation and amortization expense | 1,502 | 1,176 | 3,582 | 3,384 | |
Depreciation and amortization | 3 | 4 | 10 | 14 | |
(Gain) loss on sale of assets, net of disposition costs | 331 | ||||
OPERATING (LOSS) INCOME | (318) | (3) | (509) | (382) | |
Total Assets | 834 | 834 | 728 | ||
All Other | |||||
Segment Reporting Information [Line Items] | |||||
Net revenues | 335 | 418 | 862 | 1,195 | |
Station operating expenses excluding depreciation and amortization expense | 756 | 3,476 | 1,827 | 8,449 | |
Corporate expenses excluding depreciation and amortization expense | 10,437 | 2,297 | 15,211 | 7,607 | |
Impairment loss | 304 | 304 | |||
Depreciation and amortization | 173 | 212 | 568 | 661 | |
(Gain) loss on sale of assets, net of disposition costs | 31 | ||||
Gain on legal matter | (2,153) | (2,153) | |||
OPERATING (LOSS) INCOME | (8,878) | $ (5,871) | (14,622) | $ (15,826) | |
Total Assets | $ 145,286 | $ 145,286 | $ 20,545 |
Regulatory, Legal and Other M_2
Regulatory, Legal and Other Matters - Additional Information (Details) $ in Thousands | Oct. 10, 2018USD ($) | Nov. 30, 2019USD ($)LegalProceeding | Nov. 30, 2019USD ($)LegalProceeding |
Loss Contingencies [Line Items] | |||
Number of legal proceedings pending | LegalProceeding | 0 | 0 | |
Gain on litigation | $ 2,153 | $ 2,153 | |
INIC Suit | |||
Loss Contingencies [Line Items] | |||
Litigation amount awarded from INIC | $ 3,500 | ||
Gain on litigation | 2,200 | ||
Legal fees related to litigation | $ 1,400 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 9 Months Ended | |
Nov. 30, 2019 | Nov. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | (10.00%) | 36.00% |
Restructuring Reserve - Additio
Restructuring Reserve - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Apr. 30, 2018 | Nov. 30, 2018 | Nov. 30, 2018 | |
Restructuring Reserve [Line Items] | |||
Restructuring Charges | $ 245 | $ 1,423 | |
St Louis | |||
Restructuring Reserve [Line Items] | |||
Restructuring Charges | $ 1,200 | $ 200 |
Restructuring Reserve (Details)
Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 30, 2019 | Nov. 30, 2018 | Nov. 30, 2019 | Nov. 30, 2018 | |
Restructuring Reserve [Abstract] | ||||
Restructuring charges and estimated lease cease-use costs, beginning balance | $ 949 | $ 1,052 | $ 1,099 | |
Restructuring charges and estimated lease cease-use costs- St. Louis radio stations sale | 245 | 1,423 | ||
Payments, net of accretion | (60) | (103) | (210) | (229) |
Restructuring charges and estimated lease cease-use costs unpaid and outstanding | $ 889 | $ 1,194 | $ 889 | $ 1,194 |
Leases - Summary of Impact of O
Leases - Summary of Impact of Operating Leases Including Leases of Discontinued Operations (Details) $ in Thousands | 9 Months Ended |
Nov. 30, 2019USD ($) | |
Lease Cost | |
Operating lease cost | $ 3,451 |
Other Information | |
Operating cash flows from operating leases | 3,862 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 28,821 |
Weighted average remaining lease term - operating leases (in years) | 10 years 8 months 12 days |
Weighted average discount rate - operating leases | 5.90% |
Leases - Summary of Annual Mini
Leases - Summary of Annual Minimum Lease Payments of Operating Lease Liabilities (Details) $ in Thousands | Nov. 30, 2019USD ($) |
Year ending February 28 (29), | |
Remainder of 2020 | $ 380 |
2021 | 1,376 |
2022 | 1,365 |
2023 | 1,372 |
2024 | 1,246 |
After 2024 | 8,367 |
Total lease payments | 14,106 |
Less imputed interest | 3,892 |
Total recorded lease liabilities | $ 10,214 |
Equity Investment - Additional
Equity Investment - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 30, 2019 | Nov. 25, 2019 | Nov. 30, 2019 |
Schedule Of Equity Method Investments [Line Items] | |||
Equity investment | $ 5,485 | $ 5,485 | |
MediaCo Holding Inc | Contribution Agreement | |||
Schedule Of Equity Method Investments [Line Items] | |||
Percentage of equity ownership interest | 23.72% | 23.72% | |
Percentage of outstanding voting interest | 3.05% | ||
Equity investment | $ 5,500 | $ 5,500 | |
MediaCo Holding Inc | Contribution Agreement | Common Stock | |||
Schedule Of Equity Method Investments [Line Items] | |||
Cash acquired in exchange of assets | $ 91,500 | ||
Note acquired in exchange of assets | $ 5,000 | ||
MediaCo Holding Inc | Contribution Agreement | Class A Common Stock | |||
Schedule Of Equity Method Investments [Line Items] | |||
Shares acquired in return of assets | 1,666,667 | ||
Percentage of equity ownership interest | 23.72% | ||
Percentage of outstanding voting interest | 3.02% | ||
Common stock taxable pro rate distribution of per share | $ 0.1265 | ||
Fair value of common stock price per share | $ 3.29 | $ 3.29 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Mortgage - Subsequent Event $ in Millions | Jan. 08, 2020USD ($) |
Subsequent Event [Line Items] | |
Fixed charge coverage ratio | 1.10 |
Star Financial | |
Subsequent Event [Line Items] | |
Total restricted cash | $ 8 |