Summary of Significant Accounting Policies | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The following discussion pertains to Emmis Communications Corporation (“ECC”) and its subsidiaries (collectively, “Emmis,” the “Company,” or “we”). All significant intercompany balances and transactions have been eliminated. Organization We are a diversified media company, formed in 1980, principally focused on radio broadcasting. Emmis owns 4 FM and 2 AM radio stations in New York and Indianapolis. One of the FM radio stations that Emmis currently owns in New York is operated pursuant to a Local Marketing Agreement (“LMA”) whereby a third party provides the programming for the station and sells all advertising within that programming. In addition to our radio properties, we also publish Indianapolis Monthly Substantially all of ECC’s business is conducted through its subsidiaries. From time to time, our long-term debt agreements may contain certain provisions that may restrict the ability of ECC’s subsidiaries to transfer funds to ECC in the form of cash dividends, loans or advances. Revenue Recognition 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, (vi) digital advertising and (vii) dynamic pricing consulting services. 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 revenues presented in the financial statements are reflected on a net basis, after the deduction of advertising agency fees, usually at a rate of 15% of gross revenues. Allowance for Doubtful Accounts An allowance for doubtful accounts is recorded based on management’s judgment of the collectability of receivables. When assessing the collectability of receivables, management considers, among other things, historical loss experience and existing economic conditions. Amounts are written off after all normal collection efforts have been exhausted. The activity in the allowance for doubtful accounts for the two years ended February 29, 2020 was as follows: Balance At Beginning Of Year Provision Write-Offs Balance At End Of Year Year ended February 28, 2019 $ 471 $ 246 $ (391 ) $ 326 Year ended February 29, 2020 326 191 (366 ) 151 Local Programming and Marketing Agreement Fees The Company from time to time enters into LMAs in connection with acquisitions and dispositions of radio stations, pending regulatory approval of transfer of the FCC licenses. 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 is included in net revenues in our accompanying consolidated statements of operations during the year ended February 28, 2019. See Note 7 for more discussion of our sale of our St. Louis radio stations. On April 26, 2012, the Company entered into an LMA with New York AM Radio, LLC (“98.7FM Programmer”) pursuant to which, commencing April 30, 2012, 98.7FM Programmer purchased from Emmis the right to provide programming on 98.7FM until August 31, 2024. Disney Enterprises, Inc., the parent company of 98.7FM Programmer, has guaranteed the obligations of 98.7FM Programmer under the LMA. The Company retains ownership and control of the station, including the related FCC license during the term of the LMA and received an annual fee from 98.7FM Programmer of $8.4 million for the first year of the term under the LMA, which fee increases by 3.5% each year thereafter until the LMA’s termination. This LMA fee revenue is recorded on a straight-line basis over the term of the LMA. Emmis retains the FCC license of 98.7FM after the term of the LMA expires. The following table summarizes Emmis’ operating results of 98.7FM for all periods presented. Emmis programmed 98.7FM until the LMA commenced on April 26, 2012. 98.7FM is a part of our Radio segment. Results of operations of 98.7FM for the years ended February 2019 and 2020 were as follows: For the year ended February 28 (29), 2019 2020 Net revenues $ 10,331 $ 10,331 Station operating expenses, excluding depreciation and amortization expense 1,198 1,377 Depreciation and amortization 20 36 Impairment loss — 2,077 Interest expense 2,331 2,049 Assets and liabilities of 98.7FM as of February 28, 2019 and 2020 were as follows: As of February 28 (29), 2019 2020 Current assets: Restricted cash $ 1,504 $ 1,467 Prepaid expenses 394 338 Other 340 714 Total current assets 2,238 2,519 Noncurrent assets: Property and equipment 188 227 Indefinite lived intangibles 46,390 44,313 Deposits and other 6,255 5,542 Operating lease right-of-use assets — 7,337 Total noncurrent assets 52,833 57,419 Total assets $ 55,071 $ 59,938 Current liabilities: Accounts payable and accrued expenses $ 15 $ 15 Operating lease liabilities — 378 Current maturities of long-term debt 7,150 7,755 Deferred revenue 864 894 Other current liabilities 162 137 Total current liabilities 8,191 9,179 Noncurrent liabilities: Long-term debt, net of current portion 38,747 31,257 Operating lease liabilities, net of current — 8,028 Total noncurrent liabilities 38,747 39,285 Total liabilities $ 46,938 $ 48,464 Share-based Compensation The Company determines the fair value of its employee stock options at the date of grant using a Black-Scholes option-pricing model. The Black-Scholes option pricing model was developed for use in estimating the value of exchange-traded options that have no vesting restrictions and are fully transferable. The Company’s employee stock options have characteristics significantly different than these traded options. In addition, option pricing models require the input of highly subjective assumptions, including the expected stock price volatility and expected term of the options granted. The Company relies heavily upon historical data of its stock price when determining expected volatility, but each year the Company reassesses whether or not historical data is representative of expected results. See Note 3 for more discussion of share-based compensation. Cash and Cash Equivalents Emmis considers time deposits, money market fund shares and all highly liquid debt investment instruments with original maturities of three months or less to be cash equivalents. At times, such deposits may be in excess of FDIC insurance limits. Restricted Cash As of February 29, 2020, 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, cash held by JPMorgan Chase as collateral to secure the Company’s corporate purchasing card and travel and expense programs, and cash associated with a compensating balance arrangement related to the Star Financial mortgage described in Note 5. The cash related to the compensating balance arrangement with Star Financial is classified as noncurrent as the Company expects this cash to be restricted in excess of one year. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets to the same amounts shown in the consolidated statements of cash flows: As of February 28 (29), 2019 2020 Cash and cash equivalents $ 4,343 $ 93,036 Restricted cash: 98.7FM LMA restricted cash 1,504 1,467 Cash used to secure the Company's purchasing card and travel and expense programs 1,000 225 Cash pledged as additional collateral for mortgage — 8,015 Total cash, cash equivalents and restricted cash $ 6,847 $ 102,743 Property and Equipment Property and equipment are recorded at cost. Depreciation is generally computed using the straight-line method over the estimated useful lives of the related assets, which are 39 years for buildings, the shorter of economic life or expected lease term for leasehold improvements, five to seven years for broadcasting equipment, five years for automobiles, office equipment and computer equipment, and three to five years for software. Maintenance, repairs and minor renewals are expensed as incurred; improvements are capitalized. On a continuing basis, the Company reviews the carrying value of property and equipment for impairment. If events or changes in circumstances were to indicate that an asset carrying value may not be recoverable, a write-down of the asset would be recorded through a charge to operations. See below for more discussion of impairment policies related to our property and equipment. Depreciation expense for the years ended February 2019 and 2020 was $1.4 million and $1.1 million, respectively. Intangible Assets and Goodwill Indefinite-lived Intangibles and Goodwill In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. In accordance with ASC Topic 350, “ Intangibles—Goodwill and Other,” Advertising and Subscription Acquisition Costs Advertising and subscription acquisition costs are expensed when incurred. Advertising expense and subscription acquisition costs for the years ended February 2019 and 2020 were $0.9 million and $0.4 million, respectively. Investments For those investments in common stock or in-substance common stock in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. For those investments in which the Company does not have such significant influence, the Company applies the accounting guidance for certain investments in debt and equity securities. Equity method investment 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 constituted all of the issued and outstanding MediaCo Class A common stock and represented in the aggregate an approximately 23.72% equity ownership interest and 3.02% of the outstanding voting interests of MediaCo immediately following the transaction. Emmis therefore recorded an equity investment on our November 30, 2019 consolidated balance sheet. On January 17, 2020, we made 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. This distribution comprised our entire equity interest held in MediaCo at November 30, 2019 and therefore Emmis does not hold an equity investment in MediaCo as of February 29, 2020. Other investment Emmis holds an equity investment without a readily determinable fair value in the form of preferred shares of a non-public company. Emmis has elected the measurement alternative under ASU 2016-01 to account for this investment. Historically, the investment had been carried at cost, which the Company previously concluded approximated fair value. During the year ended February 29, 2020, we concluded that this investment was impaired based on a February 2020 round of financing and a recapitalization of the investee. As a result of this observable transaction by the investee, we recorded an impairment charge of $0.4 million in the year ended February 29, 2020. Deferred Revenue and Barter Transactions Deferred revenue includes deferred barter, other transactions in which payments are received prior to the performance of services (i.e. cash-in-advance advertising and prepaid LMA payments), and deferred magazine subscription revenue. Barter transactions are recorded at the estimated fair value of the product or service received. Revenue from barter transactions is recognized when commercials are broadcast or a publication is delivered. The appropriate expense or asset is recognized when merchandise or services are used or received. Magazine subscription revenue is recognized when the publication is shipped. Barter revenues for the years ended February 2019 and 2020 were $1.8 million and $2.0 million, respectively, and barter expenses were $2.1 million, and $2.1 million, respectively. Earnings Per Share ASC Topic 260, “Earnings Per Share,” The following table sets forth the calculation of basic and diluted net income per share: For the year ended February 28, 2019 February 29, 2020 Net Income Shares Net Income Per Share Net Income Shares Net Income Per Share (in 000’s, except per share data) Basic net income per common share: Net income available to common shareholders $ 23,352 12,606 $ 1.85 $ 50,485 12,898 $ 3.91 Impact of equity awards — 842 — — Diluted net income per common share: Net income available to common shareholders $ 23,352 13,448 $ 1.74 $ 50,485 12,898 $ 3.91 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 year ended February 28 (29), 2019 2020 Stock options and restricted stock awards 1,089 2,444 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequence of events that have been recognized in the Company’s financial statements or income tax returns. Income taxes are recognized during the year in which the underlying transactions are reflected in the consolidated statements of operations. Deferred taxes are provided for temporary differences between amounts of assets and liabilities as recorded for financial reporting purposes and amounts recorded for income tax purposes. After determining the total amount of deferred tax assets, the Company determines whether it is more likely than not that some portion of the deferred tax assets will not be realized. If the Company determines that a deferred tax asset is not likely to be realized, a valuation allowance will be established against that asset to record it at its expected realizable value. Long-Lived Tangible Assets The Company periodically considers whether indicators of impairment of long-lived tangible assets are present. If such indicators are present, the Company determines whether the sum of the estimated undiscounted cash flows attributable to the assets in question are less than their carrying value. If less, the Company recognizes an impairment loss based on the excess of the carrying amount of the assets over their respective fair values. Fair value is determined by discounted future cash flows, appraisals and other methods. If the assets determined to be impaired are to be held and used, the Company recognizes an impairment charge to the extent the asset’s carrying value is greater than the fair value. The fair value of the asset then becomes the asset’s new carrying value, which, if applicable, the Company depreciates or amortizes over the remaining estimated useful life of the asset. During the year ended February 28, 2019, the Company dramatically scaled back the operations of its TagStation business in Chicago. In connection with this decision, the Company recorded an impairment charge of $0.3 million related to the long-lived tangible assets of TagStation. Also during the year ended February 28, 2019, the Company determined the carrying value of two radio transmission towers in St. Louis classified as held for sale exceeded the Company’s estimate of their fair value less cost to sell by $0.2 million, so the Company recorded an impairment charge in this amount. Noncontrolling Interests The Company follows Accounting Standards Codification paragraph 810-10-65-1 to report the noncontrolling interests related to our Austin Partnership and our Digonex dynamic pricing business (“Digonex”). We owned a controlling interest in the Austin Partnership until its sale on October 1, 2019 Emmis Operating Company, as collateral agent for secured creditors, notified Digonex Technologies, Inc. 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 Technologies, Inc. on December 31, 2019, taking possession of substantially all of its assets. On January 1, 2020, Emmis Operating Company conveyed the foreclosed assets to a new legal entity, Emmis Dynamic Pricing, LLC, that is owned by the holders of the Digonex Technologies, Inc. secured debt pro rata to their share of the Digonex Technologies, Inc. secured debt. Emmis Operating Company owns approximately 90% of Emmis Dynamic Pricing, LLC and therefore controls the entity. The transfer of assets from Digonex Technologies, Inc. to Emmis Dynamic Pricing, LLC was a transfer between entities under common control and so the assets were transferred at carryover basis. Emmis Dynamic Pricing, LLC does business as Digonex and continues to operate the underlying business of Digonex, but with a simpler capital structure. Noncontrolling interests represents the noncontrolling interest holders’ proportionate share of the equity of the Austin Partnership and the Digonex dynamic pricing business. 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 years ended February 2019 and 2020: Austin Partnership Digonex Technologies, Inc. Emmis Dynamic Pricing, LLC Total Noncontrolling Interests Balance, February 28, 2018 $ 47,424 $ (16,744 ) $ — $ 30,680 Net income (loss) 4,976 (2,249 ) — 2,727 Payments of dividends and distributions to noncontrolling interests (5,254 ) — — (5,254 ) Balance, February 28, 2019 $ 47,146 $ (18,993 ) $ — $ 28,153 Net income (loss) 3,047 (1,596 ) (17 ) 1,434 Payments of dividends and distributions to noncontrolling interests (2,217 ) — — (2,217 ) Sale of controlling interest in subsidiary (47,976 ) — — (47,976 ) Deconsolidation of entity — 20,589 — 20,589 Balance, February 29, 2020 $ — $ — $ (17 ) $ (17 ) Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses in the financial statements and in disclosures of contingent assets and liabilities. Actual results could differ from those estimates. Liquidity and Going Concern In accordance with Accounting Standards Update 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, the Company is required to evaluate whether there is substantial doubt about its ability to continue as a going concern each reporting period, including interim periods. In evaluating the Company’s ability to continue as a going concern, management evaluated the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements were issued (May 14, 2020). Management considered the Company’s current projections of future cash flows, current financial condition, sources of liquidity and debt obligations due on or before May 14, 2021 and believes it has the ability to meet its obligations for at least one year from the date of issuance of this Form 10-K. 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 consolidated financial statements. Recent Accounting Standards Updates In January 2017, the FASB issued Accounting Standards Update 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This ASU was issued to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The Company adopted this guidance on March 1, 2018 with no material impact on its consolidated financial statements. In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. This ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance on March 1, 2018 with no material impact on its consolidated financial statements. In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses (Topic 326), which introduces new guidance for an approach based on using expected losses to estimate credit losses on certain types of financial instruments. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination. Instruments in scope include loans, held-to-maturity debt securities, and net investments in leases as well as reinsurance and trade receivables. This standard will be effective for us as of March 1, 2023. We are currently evaluating the impact that the adoption of the new standard will have on our consolidated financial statements. In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842). This update requires lessees to recognize, on the balance sheet, assets and liabilities for the rights and obligations created by leases of greater than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. On March 1, 2019, we adopted this standard using the modified retrospective approach, applied at the beginning of the period of adoption, and we elected the package of transitional practical expedients. The adoption of this standard resulted in recording operating lease liabilities of approximately $28.8 million as of March 1, 2019 along with a corresponding right-of-use asset. A significant portion of these amounts have been sold as part of the Austin Partnership Transaction and the MediaCo Transaction. The implementation of this standard did not have an impact on our consolidated statements of operations. See Note 9 for more discussion of the Company’s leases. In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), to clarify the principles used to recognize revenue for all entities. The FASB deferred implementation of this guidance by one year with the issuance of Accounting Standards Update 2015-14. The Company adopted this guidance on March 1, 2018 using the modified retrospective method with no impact on its consolidated financial statements for the three years ending February 28, 2018. The cumulative effect of initially applying the new guidance had no impact on the opening balance of retained earnings as of March 1, 2018 and the Company does not expect this guidance will have a material impact on its consolidated financial statements in future periods. |