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 9, 2007

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))

TABLE OF CONTENTS

Press Release

ITEM 2.02. Results of Operations and Financial Condition

On January 9, 2007, 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, 2006.

A copy of the press release is attached as Exhibit 99.1 and incorporated in this item by reference.

1

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

EXHIBIT #	DESCRIPTION
99.1	Press release dated January 9, 2007.

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: January 9, 2007	By:	/s/ J. Scott Enright
		J. Scott Enright, Senior Vice President,
		Associate General Counsel and Secretary

2

EX-99.1

Exhibit 99.1

A conference call regarding this earnings release is scheduled for
9 a.m. Eastern, Tuesday, Jan. 9, 2007. Dial in at 1.517.623.4891 or
listen online at www.emmis.com

Contacts:
Patrick Walsh, CFO
Kate Snedeker, Media & Investor Relations
317.266.0100

For Immediate Release
Tuesday, Jan. 9, 2007

Emmis Communications Reports 3^rd Quarter Results

Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its third fiscal quarter ended Nov. 30, 2006.

“While we have been disappointed with the continued softness in our New York and Los Angeles markets, we are beginning to see signs that the worst is behind us. I’m confident that programming and management actions taken in recent months are beginning to deliver and point to better results in 2007,” Emmis Chairman and CEO Jeff Smulyan said.

For the third fiscal quarter, reported net revenue was $91.2 million, compared to $97.9 million for the same quarter of the prior year, a decrease of 6.9%. The decrease related primarily to revenue declines at Emmis’ New York and Los Angeles radio stations.

Diluted net loss per common share from continuing operations was $0.09, compared to a loss of $0.01 for the same quarter of the prior year. Emmis recorded a charge of $10.0 million in the quarter ended Nov. 30, 2006, related to debt extinguishment and refinancing activity in the quarter.

For the third quarter, reported radio net revenues decreased 9.2%, while publishing net revenues were flat.

For the third quarter, operating income was $17.5 million, compared to $24.4 million for the same quarter of the prior year, a decrease of 28.4%. Emmis’ station operating income for the third quarter was $30.2 million, compared to $37.1 million for the same quarter of the prior year, a decrease of 18.8%.

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.

International radio net revenues and station operating expenses for the quarter ended Nov. 30, 2006 were $6.9 million and $5.3 million, respectively.

On Sept. 21, Emmis announced that Emmis Operating Company (“EOC”) had commenced an offer to purchase, at par, $339.6 million of the outstanding 6 7/8% Senior Subordinated Notes due 2012, pursuant to an asset sale offer required under the indenture for a portion of the Notes and a separate tender offer for the balance of the Notes. On Oct. 20, approximately $374.9 million of the $375.0

million outstanding Notes were redeemed at par plus accrued and unpaid interest. The redemption was financed with available cash on hand from the sale of WKCF-TV in August of 2006, coupled with additional borrowings under the Company’s senior credit facility. On Dec. 29, 2006, Emmis redeemed the remaining $0.1 million of outstanding notes.

On Nov. 2, 2006, EOC amended and restated its Revolving Credit and Term Loan Agreement to provide for total borrowings of up to $600 million, including (i) a $455 million term loan and (ii) a $145 million revolver, of which $50 million may be used for letters of credit. The credit facility also provides for the ability to have incremental facilities of up to $450 million, a portion of which may be allocated to a revolver.

In connection with the redemption of substantially all of the Notes and the amendment and restatement of the credit facility, the Company recorded a loss on debt extinguishment of $10.0 million, which is recorded in its quarter ended Nov. 30, 2006.

On Nov. 2, Emmis’ Board of Director declared a special one-time dividend of $4 per common share to all shareholders. The dividend was paid on Nov. 22, which reduced shareholders’ equity by $150.2 million.

Subsequent to quarter end, the company increased its ownership in Radio Fresh! in Bulgaria. Emmis moved from minority to majority shareholder in the highly-rated national CHR station.

The following table reconciles reported results to pro forma results (dollars in thousands):

	3 months ended Nov. 30,				%			9 months ending Nov. 30,				%
	2006		2005		Change			2006		2005		Change
Radio
Reported net revenues	$	66,704	$	73,492		-9.2	%	$	214,630	$	229,631		-6.5	%
Plus: Revenues from assets acquired		—		401					—		2,153
Pro forma net revenues	$	66,704	$	73,893		-9.7	%	$	214,630	$	231,784		-7.4	%
Publishing
Reported net revenues	$	24,501	$	24,500		0.0	%	$	66,271	$	65,396		1.3	%
Plus: Revenues from assets acquired		—		—					—		—
Pro forma net revenues	$	24,501	$	24,500		0.0	%	$	66,271	$	65,396		1.3	%
Total Company
Reported net revenues	$	91,205	$	97,992		-6.9	%	$	280,901	$	295,027		-4.8	%
Plus: Revenues from assets acquired		—		401					—		2,153
Pro forma net revenues	$	91,205	$	98,393		-7.3	%	$	280,901	$	297,180		-5.5	%

On a pro forma basis, the Company expects its radio net revenues for its quarter ending Feb. 28, 2007 to decrease low-to mid single digits and its station operating expenses to increase low single digits.

Emmis will host a call regarding this information on Tuesday, Jan. 9 at 9 a.m. Eastern at 1.517.623.4891, with a replay available through Tuesday, Jan. 16 at 1.402.220.9725. Listen online at www.emmis.com.

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. 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 non-cash compensation.

Emmis Communications – Great Media, Great People, Great Service^®

Emmis is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis owns 21 FM and 2 AM domestic radio stations serving the nation’s largest markets of New York, Los Angeles and Chicago, as well as St. Louis, Austin, Indianapolis and Terre Haute, Ind. In May 2005, Emmis announced its intent to seek strategic alternatives for its 16 television stations, and has sold 14 of them. Emmis also owns a radio network, international radio stations, regional and specialty magazines, an interactive business and ancillary businesses in broadcast sales.

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

Note: Certain statements included in this report or in the financial statements contained herein 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;

• increased competition in our markets and the broadcasting industry;

• 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;

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

• competition from new or different technologies;

• 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, dollars in thousands, except per share data)

	Three months ended November 30,						Nine months ended November 30,
	2006			2005			2006			2005
OPERATING DATA:
Net revenues:
Radio	$	66,704		$	73,492		$	214,630		$	229,631
Publishing		24,501			24,500			66,271			65,396
Total net revenues		91,205			97,992			280,901			295,027
Operating expenses:
Radio		41,665			41,877			133,246			128,846
Publishing		20,189			20,077			58,627			58,716
Total station operating expenses		61,854			61,954			191,873			187,562
Corporate expenses		8,444			7,360			23,623			23,921
Depreciation and amortization		3,417			4,225			9,915			12,278
(Gain) loss on disposal of assets		2			40			5			85
Operating income		17,488			24,413			55,485			71,181
Interest expense		(9,505	)		(20,487	)		(33,621	)		(49,073	)
Loss on debt extinguishment (a)		(10,023	)		—			(13,403	)		—
Other income, net		1,885			(48	)		2,670			115
Income before income taxes, minority interest and discontinued operations		(155	)		3,878			11,131			22,223
Provision for income taxes		461			872			5,019			8,919
Minority interest expense, net of tax		654			1,092			3,376			3,511
Income from continuing operations		(1,270	)		1,914			2,736			9,793
Income from discontinued operations, net of tax		4,400			198,107			121,330			209,036
Net income		3,130			200,021			124,066			218,829
Preferred stock dividends		2,246			2,246			6,738			6,738
Net income available to common shareholders	$	884		$	197,775		$	117,328		$	212,091
Basic net income (loss) per common share:
Continuing operations	$	(0.09	)	$	(0.01	)	$	(0.11	)	$	0.07
Discontinued operations, net of tax		0.11			5.37			3.26			4.67
Net income available to common shareholders	$	0.02		$	5.36		$	3.15		$	4.74
Diluted net income (loss) per common share:
Continuing operations	$	(0.09	)	$	(0.01	)	$	(0.11	)	$	0.07
Discontinued operations, net of tax		0.11			5.37			3.26			4.64
Net income available to common shareholders	$	0.02		$	5.36		$	3.15		$	4.71
Weighted average shares outstanding:
Basic		37,290			36,879			37,214			44,700
Diluted		37,290			36,879			37,214			45,056
(a) Reflects (i) costs of our senior floating rate notes and senior discount notes and senior subordinated notes redemptions in the quarter ended May 31, 2006 (ii) costs associated with permanent paydowns of our senior credit facility in the quarter ended August 31, 2006 and (iii) costs of our senior subordinated notes redemption and costs related to the amendment and restatement of our senior credit facility in the quarter ended November 30, 2006.
OTHER DATA:
Station operating income (See below)		30,154			37,127			91,797			111,116
Cash paid for taxes		5,414			6			5,988			39
Capital expenditures		1,149			2,985			2,306			8,174
Noncash compensation by segment:
Radio	$	600		$	861		$	1,946		$	2,796
Publishing		203			228			823			855
Corporate		1,150			1,570			3,715			4,530
Total	$	1,953		$	2,659		$	6,484		$	8,181
COMPUTATION OF STATION OPERATING INCOME:
Operating income	$	17,488		$	24,413		$	55,485		$	71,181
Plus: Depreciation and amortization		3,417			4,225			9,915			12,278
Plus: Corporate expenses		8,444			7,360			23,623			23,921
Plus: Station noncash compensation		803			1,089			2,769			3,651
Plus: (Gain) loss on disposal of assets		2			40			5			85
Station operating income	$	30,154		$	37,127		$	91,797		$	111,116

	November 30, 2006		February 28, 2006
SELECTED BALANCE SHEET INFORMATION:
Total Cash and Cash Equivalents	$	16,063	$	140,822
Senior Debt	$	500,000	$	296,174
Senior Subordinated Debt		118		375,000
Senior Discount Notes		—		1,406
Senior Floating Rate Notes		—		120,000
Total Senior, Senior Subordinated and Holding Company Debt	$	500,118	$	792,580