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): January 5, 2017

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 January 5, 2017, 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 November 30, 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 9.01 Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit No.	Description
99.1	Press Release dated January 5, 2017

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: Janaury 5, 2017
	By:	/s/ J. Scott Enright
		J. Scott Enright, Executive Vice President,
		General Counsel and Secretary

EX-99.1

For Immediate Release

Thursday, January 5, 2017

Contact: Ryan Hornaday, EVP/CFO & Treasurer

rhornaday@emmis.com

317.266.0100

Emmis Announces Third Quarter Earnings

Indianapolis... Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its third fiscal quarter, ending November 30, 2016.

Emmis’ radio net revenues for the third fiscal quarter were down slightly, from $42.6 million to $42.5 million. Per Miller Kaplan reporting, which excludes barter and syndication revenues, Emmis radio revenues were down 1.8% in markets up 2.5%.

For the third fiscal quarter, operating income rose to $23.8 million from $11.6 million in the same quarter of the prior year, due to a gain on the sale of Texas Monthly, which closed during the third quarter.

Reported publishing net revenues were down 18% in the third fiscal quarter, from $16.6 million to $13.6 million. Pro forma for the sale of Texas Monthly, publishing net revenues were down 6%.

On August 18, the Company announced that it was exploring strategic alternatives for its publishing division, excluding Indianapolis Monthly magazine. The Company also announced it was exploring strategic alternatives for its Terre Haute radio stations and WLIB-AM in New York. Emmis expects to close on the sale of its Terre Haute radio stations at the end of January, and is working to close additional asset sales before the end of its fiscal year in February.

“Emmis Radio is not accustomed to underperforming its markets,” said Jeff Smulyan, Chairman & CEO of Emmis. “I was disappointed in our performance, but remain hopeful that recent ratings gains in Los Angeles and Austin, coupled with continued stellar performance in St. Louis, will lead to better performance in fiscal 2018.

“The general sluggishness in the radio industry makes the need for NextRadio all the more important,” Smulyan continued. “NextRadio, the smartphone app that provides free, portable FM radio listening, recently surpassed 10 million downloads and 25 million listening hours. The Samsung Galaxy S7 and S7 Edge are now FM-enabled across all major wireless carriers in the United States and we reached an agreement with Sprint that keeps NextRadio preloaded on their Android devices.

“If NextRadio succeeds, as I believe it will, it will help solve major challenges for every radio station, including ours: establishing a one-to-one relationship with our listeners, regaining our portability, and making us relevant to a generation that thinks terrestrial radio is uncool. NextRadio gives us new, interactive revenue opportunities with current and potential advertisers - and it takes the compelling content created every day and provides a new platform for it,” Smulyan said.

Smulyan also noted that Digonex, the dynamic pricing service that Emmis began operating in June 2014, has begun integrating with several ticketing platforms, helping to accelerate client adoption. Booked business heading into calendar 2017 is nearly triple that of calendar 2016.

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 playback of the call will be available until 6 p.m. Eastern on Thursday, January 19 by dialing 1-203-369-3180.

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®

Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. 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. Emmis also developed and licenses TagStation®, a cloud-based software platform that allows a broadcaster to manage album art, metadata and enhanced advertising on its various broadcasts, and developed NextRadio®, a smartphone application that marries over-the-air FM radio broadcasts with visual and interactive features on smartphones.

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 November 30,						Nine months ended November 30,
	2016			2015			2016			2015
OPERATING DATA:
Net revenues:
Radio	$	42,462		$	42,634		$	131,133		$	132,789
Publishing	13,633			16,658			39,344			46,775
Emerging Technologies	204			322			598			985
Total net revenues	56,299			59,614			171,075			180,549
Station operating expenses excluding depreciation and amortization expense:
Radio	28,979			27,352			87,915			87,925
Publishing	13,828			14,310			40,265			43,557
Emerging Technologies	2,619			1,992			7,226			5,449
Total station operating expenses excluding depreciation and amortization expense	45,426			43,654			135,406			136,931
Corporate expenses excluding depreciation and amortization expense	3,397			2,810			8,894			10,116
Depreciation and amortization	1,132			1,532			3,746			4,385
Impairment loss on intangible assets	—			—			2,988			—
Gain on sale of publishing assets, net of disposition costs	(17,491		)	—			(17,491		)	—
Loss on disposal of assets	—			—			125			—
Operating income	23,835			11,618			37,407			29,117
Interest expense	(4,481		)	(4,768		)	(13,929		)	(14,259		)
Loss on debt extinguishment	(478		)	—			(478		)	—
Other income, net	10			7			142			845
Income before income taxes	18,886			6,857			23,142			15,703
Provision for income taxes	629			889			1,968			2,662
Consolidated net income	18,257			5,968			21,174			13,041
Net income attributable to noncontrolling interests	581			420			477			1,574
Net income attributable to the Company	$	17,676		$	5,548		$	20,697		$	11,467
Basic net income per common share	$	1.46		$	0.50		$	1.73		$	1.05
Diluted net income per common share	$	1.43		$	0.47		$	1.70		$	0.97
Basic weighted average shares outstanding	12,114			11,100			11,989			10,961
Diluted weighted average shares outstanding	12,387			11,876			12,163			11,863
OTHER DATA:
Station operating income (See below)	$	11,094		$	16,325		$	36,424		$	45,228
Cash (refund from) paid for income taxes, net	—			—			112			216
Cash paid for interest	4,139			4,154			12,082			12,567
Capital expenditures	692			662			1,403			1,943

	Three months ended November 30,					Nine months ended November 30,
	2016			2015		2016			2015
Noncash compensation by segment:
Radio	$	133		$	284	$	533		$	1,125
Publishing	67			28		166			385
Emerging Technologies	21			53		56			100
Corporate	480			539		1,462			3,059
Total	$	701		$	904	$	2,217		$	4,669
COMPUTATION OF STATION OPERATING INCOME:
Operating income	$	23,835		$	11,618	$	37,407		$	29,117
Plus: Depreciation and amortization	1,132			1,532		3,746			4,385
Plus: Corporate expenses	3,397			2,810		8,894			10,116
Plus: Station noncash compensation	221			365		755			1,610
Plus: Impairment loss on intangible assets	—			—		2,988			—
Less: Gain on sale of publishing assets, net of disposition costs	(17,491		)	—		(17,491		)	—
Plus: Loss on disposal of assets	—			—		125			—
Station operating income	$	11,094		$	16,325	$	36,424		$	45,228
SELECTED BALANCE SHEET INFORMATION:	November 30, 2016			February 29, 2016
Total Cash and Cash Equivalents	$	2,057		$	4,456
Credit Agreement Debt	$	158,955		$	184,762
98.7FM Nonrecourse Debt	$	61,356		$	65,411