8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): July 9, 2015

EMMIS COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its

charter)

INDIANA

(State of incorporation or organization)

0-23264

(Commission file number)

35‑1542018

(I.R.S. Employer

Identification No.)

ONE EMMIS PLAZA

40 MONUMENT CIRCLE

SUITE 700

INDIANAPOLIS, INDIANA 46204

(Address of principal executive offices)

(317) 266-0100

(Registrant’s Telephone Number,

Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 9, 2015, Emmis Communications Corporation (the “Company”) issued a press release discussing its results of operations and financial condition as of and for the fiscal quarter ended May 31, 2015. A copy of the press release is attached as Exhibit 99.1 and incorporated in this item by reference. The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure

At 11:00a.m. (Eastern) on July 9, 2015, Emmis Communications Corporation will hold its annual meeting of shareholders. A copy of the slides to be presented at the meeting is attached as Exhibit 99.2 and incorporated in this item by reference. The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit No.	Description
99.1	Press Release dated July 9, 2015
99.2	Slide Presentation for Annual Meeting of Shareholders dated July 9, 2015

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	EMMIS COMMUNICATIONS CORPORATION
Date: July 9, 2015
	By:	/s/ J. Scott Enright
		J. Scott Enright, Executive Vice President,
		General Counsel and Secretary

EX-99.1

For Immediate Release

Thursday, July 9, 2015

Contacts: Ryan Hornaday, SVP/Finance & Treasurer

rhornaday@emmis.com

Patrick Walsh, CFO/COO, pwalsh@emmis.com

317.266.0100

Emmis Announces First Quarter Earnings

Emmis Grows Operating Income; Sees Improved Q2

Indianapolis... Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its first fiscal quarter ending May 31, 2015.

Emmis’ radio net revenues for the first fiscal quarter were down 5.3%, from $45.0 million to $42.6 million. Per Miller Kaplan reporting, which excludes barter revenues and syndication revenues, Emmis’ stations were down 6.0% compared to local radio market revenues down 4.9% during the fiscal quarter.  

Publishing net revenues were up 5.8% in the first fiscal quarter, driven by strong growth at Los Angeles,Texas Monthly and Atlanta.

For the first fiscal quarter, operating income was $7.6 million, compared to $6.6 million for the same quarter of the prior year. Emmis’ station operating income for the first fiscal quarter was $13.6 million, compared to $13.3 million for the same quarter of the prior year.

“While this was a challenging quarter, we are encouraged by what we see looking forward,” said Jeff Smulyan, President & CEO of Emmis. “Our Q2 radio revenues are pacing up low single digits, we had a record-setting Summer Jam concert in New York, and ratings are bouncing back in Los Angeles after some expected turbulence.

“The Emmis-created, industry-led initiative to make FM broadcast radio available on smartphones and tablets, NextRadio®, has incredible momentum,” Smulyan continued. “The announcement last week that NextRadio is now available for download in the Amazon App Store is the first in what we hope will be a series of positive announcements. I couldn’t be more thrilled with the way our industry has come together to support NextRadio.

"Last Friday's decision by the Seventh Circuit Court of Appeals in our preferred stock case was particularly gratifying," added Smulyan. "We always knew that we had complied with Indiana's unique corporate law, and were very pleased that the court agreed."

A conference call regarding earnings will be hosted today at 9 a.m. Eastern by dialing 1-517-623-4891. Questions may be submitted via email to ir@emmis.com. A replay of the call will be available until 6 p.m. on Thursday, July 23 by dialing 1-203-369-0276.

Emmis will host its Annual Shareholders’ Meeting today at 11 am at Emmis Headquarters on Monument Circle in Indianapolis.

Emmis has included supplemental station operating expenses and certain other financial data on its website, www.emmis.com under the “Investors” tab.

Emmis generally evaluates the performance of its operating entities based on station operating income. Management believes that station operating income is useful to investors because it provides a meaningful comparison of operating performance between companies in the industry and serves as an indicator of the market value of a group of stations or publishing entities. Station operating income is generally recognized by the broadcast and publishing industries as a measure of performance and is used by analysts who report on the performance of broadcasting and publishing groups. Station operating income does not take into account Emmis' debt service requirements and other commitments, and, accordingly, station operating income is not necessarily indicative of amounts that may be available for dividends, reinvestment in Emmis' business or other discretionary uses.

Station operating income is not a measure of liquidity or of performance, in accordance with accounting principles generally accepted in the United States, and should be viewed as a supplement to, and not a substitute for, our results of operations presented on the basis of accounting principles generally accepted in the United States. Operating Income is the most directly comparable financial measure in accordance with accounting principles generally accepted in the United States.

Moreover, station operating income is not a standardized measure and may be calculated in a number of ways. Emmis defines station operating income as revenues net of agency commissions and station operating expenses, excluding depreciation, amortization and non-cash compensation. A reconciliation of station operating income to operating income is attached to this press release.

The information in this news release is being widely disseminated in accordance with the Securities & Exchange Commission's Regulation FD.

Emmis Communications - Great Media, Great People, Great Service®

About Emmis Communications

Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis operates the 9th largest radio portfolio in the United States based on total listeners. Emmis owns 19 FM and 4 AM radio stations in New York, Los Angeles, St. Louis, Austin (Emmis has a 50.1% controlling interest in Emmis’ radio stations located there), Indianapolis and Terre Haute, IN.

Note: Certain statements included in this press release which are not statements of historical fact, including but not limited to those identified with the words “expect,” “will” or “look” are intended to be, and are, by this Note, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

• general economic and business conditions;

• fluctuations in the demand for advertising and demand for different types of advertising media;

• our ability to service our outstanding debt;

• competition from new or different media and technologies;

• loss of key personnel;

• increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate to more directly compete with a station we operate in the same market;

• our ability to attract and secure programming, on-air talent, writers and photographers;

• inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;

• increases in the costs of programming, including on-air talent;

• new or changing regulations of the Federal Communications Commission or other governmental agencies;

• changes in radio audience measurement methodologies;

• war, terrorist acts or political instability; and

• other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL DATA
(Unaudited, amounts in thousands, except per share data)
	Three months ended May 31,
	2015		2014
OPERATING DATA:
Net revenues:
Radio	$	42,593	$	44,990
Publishing	15,525		14,678
Emerging Technologies	335		56
Total net revenues	58,453		59,724
Station operating expenses excluding depreciation and amortization expense and LMA fees:
Radio	28,693		27,360
Publishing	15,209		14,940
Emerging Technologies	1,641		626
Total station operating expenses excluding depreciation and amortization expense and LMA fees	45,543		42,926
Corporate expenses excluding depreciation and amortization expense	3,819		4,890
LMA fees	—		3,825
Hungary license litigation and related expenses	—		92
Depreciation and amortization	1,450		1,353
Gain on disposal of assets	—		(3)
Operating income	7,641		6,641
Interest expense	(4,546)		(1,600)
Other income, net	10		11
Income before income taxes	3,105		5,052
Provision for income taxes	947		2,385
Consolidated net income	2,158		2,667
Net income attributable to noncontrolling interests	633		1,711
Net income attributable to the Company	$	1,525	$	956
Basic net income per common share	$	0.04	$	0.02
Diluted net income per common share	$	0.03	$	0.02
Basic weighted average shares outstanding	43,217		42,093
Diluted weighted average shares outstanding	47,373		47,347

	Three months ended May 31,
	2015		2014
OTHER DATA:
Station operating income (See below)	$	13,634	$	13,375
Cash paid for income taxes, net	216		278
Cash paid for interest	4,321		1,370
Capital expenditures	421		625
Noncash compensation by segment:
Radio	$	470	$	270
Publishing	228		132
Emerging Technologies	26		—
Corporate	1,380		546
Total	$	2,104	$	948
COMPUTATION OF STATION OPERATING INCOME:
Operating income	$	7,641	$	6,641
Plus: Depreciation and amortization	1,450		1,353
Plus: Hungary litigation expense and related costs	—		92
Plus: Corporate expenses	3,819		4,890
Plus: Station noncash compensation	724		402
Less: Gain on sale of assets	—		(3)
Station operating income	$	13,634	$	13,375
SELECTED BALANCE SHEET INFORMATION:	May 31, 2015		February 28, 2015
Total Cash and Cash Equivalents	$	3,270	$	3,669
Credit Agreement Debt	$	195,537	$	193,000
98.7FM Nonrecourse Debt	$	69,208	$	70,401

EX-99.2

Emmis Communications Annual Meeting of Shareholders July 9, 2015 11:00 a.m.

2 • Note: Certain statements in this presentation constitute “forward- looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Reference is made to the company’s Annual Report on Form 10-K and other public documents filed with the Securities and Exchange Commission for additional information concerning such risks and uncertainties. • Additional disclosure related to non-GAAP financial measures can be found under the Investors tab on our website, www.emmis.com.

3 Emmis Overview  Headquartered in Indianapolis, IN, Emmis is a publicly traded radio broadcasting communications company (NASDAQ: EMMS). The Company was incorporated in 1979 and went public in 1994  Emmis operates one of the 10 largest radio portfolios in the US (based on number of listeners) - Owns 19 FM and 4 AM radio stations in New York, Los Angeles, St. Louis, Austin (has 50.1% controlling interest) Indianapolis and Terre Haute, IN  Includes 2 largest hip-hop stations in the world based in New York City (Hot 97) and Los Angeles (Power 106)  Includes WBLS, the most listened to urban station in the US - One of the FM radio stations in New York is operated pursuant to a Local Marketing Agreement (“LMA”) with ESPN / Disney  The radio division of Emmis accounts for approximately 70% of revenues and substantially all of the Company’s station operating income  In addition to owning and operating radio stations, the Company owns NextRadio®, leading city / regional publications and is majority owner of a dynamic pricing business (Digonex) Company overview Radio market statistics Publishing portfolio summary Source: Miller Kaplan; Terre Haute revenue share is Company estimate Note: One of the above stations in New York is operated under LMA with ESPN Source: Publisher’s Statement as of 12/31/2014 Revenue share AM FM Total Los Angeles, CA 1 6% - 1 1 New York, NY 2 10% 1 3 4 St. Louis, MO 20 21% - 4 4 Austin, TX 33 42% 1 5 6 Indianapolis, IN 38 31% 1 3 4 Terre Haute, IN 227 70% 1 3 4 Total 4 19 23 Market name Market rank Stations Monthly Paid & Verified Circulation Monthly Paid & Verified Circulation Texas Monthly 300,600 Orange Coast 48,460 Los Angeles 142,680 Indianapolis Monthly 40,280 Atlanta 70,130 Cincinnati 35,340 Total 637,490

4 Emmis has consistently delivered superior radio revenue performance Year ended 2/28 Emmis revenue growth Market revenue growth 2015 +1.6% -3.7% 2014 +4.9% +2.7% 2013 +3.3% -1.2% 20121 +4.0% +0.6% 20111 +6.7% +4.5% Emmis versus the market  Emmis wins! By 2%  Emmis wins! By 4%  Emmis wins! By 3%  Emmis wins! By 2% Superior strategy and execution leading to consistently better results Source: Miller Kaplan 1 Excludes WRKS now operated under LMA with ESPN as WEPN-FM  Emmis wins! By 5%

5 Emmis’ Radio Strategy Strategy based on smarts and speed; primary competitors focused on scale

6 Emmis Radio Market Summary FY15 Net Revenues 100% = $149.5 million FY15 Station Operating Income 100% = $44.2 million Note: Excludes 98.7FM in NY. Reflects 50% of Austin radio stations New York + Los Angeles represent approximately 57% of our radio net revenues and 70% of our radio SOI 35% 22% 11% 16% 14% 2% 0% 5% 10% 15% 20% 25% 30% 35% 40% NY LA Austin Ind STL TH 36% 34% 14% 10% 7% 0% 0% 5% 10% 15% 20% 25% 30% 35% 40% NY LA Austin Ind STL TH

7 Emmis facing challenges in its two largest markets New York: Market softness Los Angeles: New direct competitor • For the twelve months ended 2/28/2015, the New York radio market was down 7%. Emmis’ stations in New York for the same period were down 5% • Wireless and beverage categories were exceptionally weak • Weakness continued in Q1FY16, but market appears to be improving in Q2 • Power 106 has been Emmis’ top performing station for several years while facing limited direct competition • New direct competitor from iHeart was launched in February 2015 • Competitive situation is stabilizing. Highly focused management team in LA is responding effectively

8 Summary of publishing division performance Emmis achieved publishing division revenue growth of 2.3% in FYE 2015 $23.2 $12.4 $7.8 $5.4 $5.0 $3.1 Texas Los Angeles Atlanta Indianapolis Cincinnati Orange Coast Publishing division net revenues for fiscal year ended 2/28/2015 ($ millions) +7.9% -7.8% +9.6% +9.7% +12.6% -3.4% % Change in net revenue compared to prior year

9  Offers dynamic pricing solutions to help clients optimize revenues given supply and demand conditions  Emmis acquired majority control in June 2014  Clients include the Indianapolis Zoo, Lids, Broadway shows and sports teams Emerging Technologies: NextRadio and Digonex  Emmis intellectual property core to NextRadio smartphone application  Agreement in place with Sprint for FM-enabled smartphones and other wireless devices; recently added Amazon platform with others coming soon  NextRadio has the potential to reinvigorate radio industry growth rates - Emmis would benefit both as a radio operator and as owner of NextRadio intellectual property

10 NextRadio Product NextRadio is… FM Radio on your Smartphone  NOT Internet Streaming  Intuitive Live Guide  Artist/program/commercial visuals  Station feedback  Real-time interactivity Enabled by TagStation® – cloud- based content delivery application software for broadcasters

11 Consumers Carriers Broadcasters  Free, unlimited audio entertainment from familiar, local radio stations without the data costs associated with streaming  3x longer battery life  Ability to seamlessly interact with familiar local radio stations  Revenue opportunity through partnership with broadcasters  Relieve data congestion  Product differentiation  Expand distribution of FM to smartphones  Reach of mass market FM fully integrated with one-to-one smartphone interaction  Enables more meaningful participation in digital ad pie  Much lower content costs compared to streaming NextRadio Economic Opportunities Interactive, mobile platform provides point-of-purchase opportunity for advertisers to connect with radio’s listeners SMS Website Location Coupon

12 Near-term Actions to Deliver Shareholder Value Stabilize Core Operations Build Future Growth Engines in Related Businesses Increase Free Cash Flow from Core Operations

13 Compelling free cash flow yield valuation The summary below excludes the operations of 98.7FM in New York, which is operated pursuant to an LMA with Disney/ESPN FY15 EBITDA (See appendix for reconciliation) 29,286 Less: Capital expenditures (3,514) Less: Interest expense (13,863) FY15 Free Cash Flow 11,909 Diluted shares outstanding 49,127 Free cash flow/share 0.24$ Price 7/2/2015 1.09$ FCF Yield 22.2%

Appendix

15 EBITDA Reconciliation LTM 2/28/2015 Trailing twelve-months operating income from continuing operations (34,063)$ Plus: Depreciation and amortization 5,926 Plus: Hungary litigation expenses and related costs 521 Plus: No cash compensation 2,813 Plus: LMA fees 4,208 Plus: Impairment loss 67,915 Less: Gain on contract settlement (2,500) Less: 49.9% of Austin radio EBITDA (Minority Interest) (6,205) EBITDA, including New York SPV EBITDA 38,615$ Less: 98.7FM New York LMA LTM EBITDA (9,329) EBITDA, excluding New York SPV EBITDA 29,286$

Emmis Communications Annual Meeting of Shareholders July 9, 2015 11:00 a.m.