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): May 3, 2016

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 May 5, 2016, Emmis Communications Corporation (the “Company”) issued a press release discussing its results of operations and financial condition as of and for the fiscal year ended February 29, 2016.

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

On May 3, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Emmis Communications Corporation (the “Company”) adopted a new bonus plan for the fiscal year ending February 28, 2017. Under the plan, two thirds of bonuses paid to our executive officers will be based on the attainment of specified performance goals as set forth in the plan, and the remainder will be paid in the discretion of the Committee. The performance goals for our radio and publishing divisions and the entire company are based on EBITDA (as defined in the bonus plan), and the performance goals for our Digonex and TagStation businesses are based upon a combination of customer growth, attaining budget and revenue. Payment of bonuses under these performance goals is also dependent upon our attainment of a leverage ratio under our credit agreement at the end of fiscal 2017 of not more than five to one. After the end of the fiscal year, the Committee will determine whether the pre-established annual performance goals were achieved. Additionally, each participant in the plan may be awarded a bonus at the end of the fiscal year in the Committee’s discretion. This discretionary bonus is targeted at one third of the participant’s bonus potential, and the committee retains discretion to award more or less than that amount. No discretionary bonuses will be paid under the plan if the total Company EBITDA goal is attained at less than seventy-five percent. Bonuses may be paid in shares of the Company’s Class A Common Stock or in cash, in the Committee’s discretion. The plan is generally designed to comply with Internal Revenue Code Section 162(m) to maximize the tax deductibility of any bonuses paid under the plan. As such, the plan is administered under the Company’s 2016 Equity Compensation Plan, which plan will be submitted to shareholders for their approval at our next annual meeting of shareholders.

Note to this Form 8-K: Certain statements included in this report 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;

•fluctuations in the market price of publicly traded or other securities;

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

•enforcement of rules and regulations of governmental and other entities to which the Company is subject;

•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.

Item 9.01 Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit No.	Description
99.1	Press Release dated May 5, 2016

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: May 5, 2016
	By:	/s/ J. Scott Enright
		J. Scott Enright, Executive Vice President,
		General Counsel and Secretary

EX-99.1

For Immediate Release

Thursday, May 5, 2016

Contacts: Ryan Hornaday, EVP/CFO & Treasurer

rhornaday@emmis.com

317.266.0100

Emmis Announces Fourth Quarter and Full-Year Earnings

Indianapolis... Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its fourth fiscal quarter and full-year ending February 29, 2016.

Emmis’ radio net revenues for the fourth fiscal quarter were $36.4 million, down from $38.8 million from the prior year, a decrease of 6%. Per Miller Kaplan reporting, which excludes barter revenues and syndication revenues, and excluding LMA fee revenue in New York, Emmis’ fourth quarter radio revenues were down 7.3% compared to local radio market revenues up 0.7%. For the full year, radio revenues were $169.2 million, compared to $176.3 million in the prior year, a decrease of 4%. Per Miller Kaplan reporting, and excluding LMA fee revenue in New York, Emmis’ fiscal 2016 radio revenues were down 4.6% compared to local radio market revenues down 1.5%. Our Indianapolis and St. Louis clusters grew market share in the three-month and full-year periods.

Publishing revenues were down 2% in the fourth quarter and down slightly year over year.

Emmis announced a series of cost reductions in January, which were implemented during the company’s fourth quarter, to better align resources with growth initiatives.

“Emmis’ fourth quarter was weak, mostly due to expected underperformance in Los Angeles,” Jeff Smulyan, President & CEO of Emmis said. “The good news is our first quarter is much improved and currently pacing flat to the prior year. New York’s performance has been stellar, ratings in LA have begun to grow again, and ratings across our other radio markets are very strong.”

“NextRadio is coming off a fantastic National Association of Broadcaster convention, and momentum is building,” Smulyan continued. “At NAB, it was announced that PRSS, the distribution network for public radio, is being integrated into NextRadio. Carrier and handset conversations are robust, and advertiser interest is high. In addition, we will launch in our first international market, Peru, in the coming weeks. I couldn’t be more pleased with the efforts of Paul Brenner and his team in bringing NextRadio to our industry and to listeners everywhere.”

To ensure it remains compliant with NASDAQ listing rules, Emmis will enact, if necessary, a 4:1 reverse stock split this summer, subject to shareholder approval.

A conference call regarding earnings will be hosted today at 9 a.m. Eastern today by dialing 1-517-623-4891.  Questions may be submitted via email to ir@emmis.com. A digital playback of the call will be available until 6 p.m. on Thursday, May 19 by dialing 203-369-3513.

Emmis has included supplemental pro forma net revenues, 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 technologies;

• 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;

•inability to grow through suitable acquisitions or to consummate dispositions;

•changes in audience measurement systems

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

• 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 February 28 (29),						Year ended February 28 (29),
	2016			2015			2016			2015
OPERATING DATA:
Net revenues:
Radio	$	36,439		$	38,757		$	169,228		$	176,250
Publishing	14,217			14,445			60,992			61,142
Emerging Technologies	228			228			1,213			546
Total net revenues	50,884			53,430			231,433			237,938
Station operating expenses excluding depreciation and amortization expense and LMA fees:
Radio	28,937			29,954			116,862			117,167
Publishing	15,334			15,625			58,891			60,083
Emerging Technologies	2,192			1,271			7,641			3,759
Total station operating expenses excluding depreciation and amortization expense and LMA fees	46,463			46,850			183,394			181,009
Corporate expenses excluding depreciation and amortization expense	2,907			3,450			13,023			14,922
LMA fees	—			—			—			4,208
Hungary license litigation and related expenses	—			49			—			521
Depreciation and amortization	1,412			1,500			5,797			5,926
Impairment loss	9,499			67,915			9,499			67,915
Gain on contract settlement	—			—			—			(2,500		)
Loss on disposal of assets	56			—			56			—
Operating (loss) income	(9,453		)	(66,334		)	19,664			(34,063		)
Interest expense	(4,697		)	(5,228		)	(18,956		)	(17,101		)
Loss on debt extinguishment	—			—			—			(1,455		)
Other income (expense), net	212			(6,648		)	1,057			(6,418		)
(Loss) income before income taxes	(13,938		)	(78,210		)	1,765			(59,037		)
(Benefit) provision for income taxes	(593		)	27,868			2,069			36,948
Consolidated net loss	(13,345		)	(106,078		)	(304		)	(95,985		)
Net (loss) income attributable to noncontrolling interests	(3,992		)	(280		)	(2,418		)	3,274
Net (loss) income attributable to the Company	(9,353		)	(105,798		)	2,114			(99,259		)
Loss on modification of Preferred Stock	(162		)	—			(162		)	—
Net (loss) income attributable to common shareholders	$	(9,515	)	$	(105,798	)	$	1,952		$	(99,259	)
Basic net (loss) income per common share	$	(0.21	)	$	(2.47	)	$	0.04		$	(2.33	)
Diluted net (loss) income per common share	$	(0.21	)	$	(2.47	)	$	0.04		$	(2.33	)
Basic weighted average shares outstanding	45,026			42,818			44,136			42,537
Diluted weighted average shares outstanding	45,026			42,818			45,264			42,537

	Three months ended February 28 (29),						Year ended February 28 (29),
	2016			2015			2016		2015
OTHER DATA:
Station operating income (See below)	$	4,571		$	6,747		$	49,799	$	53,441
Cash paid for income taxes, net	—			—			216		243
Cash paid for interest	4,175			3,722			16,742		9,781
Capital expenditures	1,445			949			3,388		3,514
Noncash compensation by segment:
Radio	$	94		$	59		$	1,219	$	434
Publishing	62			108			447		286
Emerging Technologies	(6		)	—			94		—
Corporate	85			518			3,144		2,093
Total	$	235		$	685		$	4,904	$	2,813
COMPUTATION OF STATION OPERATING INCOME:
Operating (loss) income	$	(9,453	)	$	(66,334	)	$	19,664	$	(34,063	)
Plus: Depreciation and amortization	1,412			1,500			5,797		5,926
Plus: Hungary litigation expense and related costs	—			49			—		521
Plus: Corporate expenses	2,907			3,450			13,023		14,922
Plus: Station noncash compensation	150			167			1,760		720
Plus: Impairment loss	9,499			67,915			9,499		67,915
Less: Gain on contract settlement	—			—			—		(2,500		)
Less: Loss on disposal of assets	56			—			56		—
Station operating income	$	4,571		$	6,747		$	49,799	$	53,441
SELECTED BALANCE SHEET INFORMATION:	February 29, 2016			February 28, 2015
Total Cash and Cash Equivalents	$	4,456		$	3,669
Credit Agreement Debt	$	184,762		$	193,000
98.7FM Nonrecourse Debt	$	65,411		$	70,401