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 11, 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))

ITEM 2.02. Results of Operations and Financial Condition

On May 11, 2007, 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 28, 2007.

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

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

EXHIBIT #	DESCRIPTION
99.1	Press release dated May 11, 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: May 11, 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, Friday, May 11, 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
Friday, May 11, 2007

Emmis Communications Reports 4^th Quarter Results

Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its fourth fiscal quarter and full year ended Feb. 28, 2007.

“Weakness in our two key radio operations, New York and Los Angeles, presented us difficulties throughout the year and the fourth quarter was no exception,” Emmis Chairman and CEO Jeff Smulyan said. “Unfortunately, we will continue to face difficulties in these markets in the foreseeable future. However, I’m confident that the best people in the business, coupled with Emmis’ 25 years of innovation and excellence, will lead us to better days.”

For the fourth fiscal quarter, reported net revenue was $78.6 million, compared to $82.4 million for the same quarter of the prior year, a decrease of 4.6%. 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 for the quarter was ($0.23), compared to ($1.01) for the same quarter of the prior year. The prior year fourth-quarter results include charges that affect the comparability with the current year, including impairment losses and various charges related to the company’s television divestitures.

For the fourth quarter, reported and pro forma radio net revenues decreased 6%, while publishing net revenues were down slightly.

For the fourth quarter, operating income was $4.3 million, compared to an operating loss of $35.5 million for the same quarter of the prior year. Prior year results included certain corporate bonus and severance payments related to our television divestitures ($6.1 million) and impairment losses ($35.7 million) totaling $41.8 million; excluding these charges, operating income for the fourth quarter of the prior year would have been $6.3 million. Emmis’ station operating income for the fourth quarter was $15.0 million, compared to $19.0 million for the same quarter of the prior year.

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 Feb. 28, 2007, were $9.8 million and $7.0 million, respectively, and both were up 9% on a pro forma basis as compared to the same quarter of the prior year.

On February 20, 2007, Emmis entered into a definitive agreement to sell KGMB-TV (Honolulu) to HITV Operating Co, Inc. for $40.0 million in cash. The company expects the transaction to close in the first half of calendar 2007.

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

Subsequent to the quarter end, the company announced an investment in Exponentia, a Vancouver-based mobile and online games and applications developer.

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

	3 months ended Feb. 28,				%			12 months ending Feb. 28,				%
	2007		2006		Change			2007		2006		Change
Radio
Reported net revenues	$	57,299	$	60,969		-6.0	%	$	271,929	$	290,600		-6.4	%
Plus: Revenues from assets acquired		—		230					—		2,383
Pro forma net revenues	$	57,299	$	61,199		-6.4	%	$	271,929	$	292,983		-7.2	%
Publishing
Reported net revenues	$	21,335	$	21,440		-0.5	%	$	87,606	$	86,836		0.9	%
Plus: Revenues from assets acquired		—		—					—		—
Pro forma net revenues	$	21,335	$	21,440		-0.5	%	$	87,606	$	86,836		0.9	%
Total Company
Reported net revenues	$	78,634	$	82,409		-4.6	%	$	359,535	$	377,436		-4.7	%
Plus: Revenues from assets acquired		—		230					—		2,383
Pro forma net revenues	$	78,634	$	82,639		-4.8	%	$	359,535	$	379,819		-5.3	%

The company expects its radio net revenues for the quarter ending May 31, 2007, to decrease from the prior year in the mid- to high single digit range on a percentage basis. Conversely, the company expects its radio station operating expenses for the quarter ending May 31, 2007, to increase from the prior year in the mid- to high single digit range on a percentage basis. International radio operations continue to perform well, offsetting to some degree continued weakness in domestic radio operations.

Emmis will host a call regarding this information on Friday, May 11, at 9 a.m. Eastern at 1.517.623.4891, with a replay available through Friday, May 18, at 1.203.369.3658. 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 announced the sale of 15 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 release or in the attached financial data 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.

-30-

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL DATA
(Unaudited, dollars in thousands, except per share data)

	Three months ended February 28,						Twelve months ended February 28,
	2007			2006			2007			2006
OPERATING DATA:
Net revenues:
Radio	$	57,299		$	60,969		$	271,929		$	290,600
Publishing		21,335			21,440			87,606			86,836
Total net revenues		78,634			82,409			359,535			377,436
Operating expenses:
Radio		43,440			43,111			176,686			171,957
Publishing		20,706			21,361			79,333			80,077
Total station operating expenses		64,146			64,472			256,019			252,034
Corporate expenses		6,809			12,950			30,432			36,871
Depreciation and amortization		3,423			4,821			13,338			17,099
Impairment loss		—			35,681			—			35,681
(Gain) loss on disposal of assets		(1	)		9			4			94
Operating income (loss)		4,257			(35,524	)		59,742			35,657
Interest expense		(9,539	)		(21,513	)		(43,160	)		(70,586	)
Loss on debt extinguishment (a)		(32	)		(6,952	)		(13,435	)		(6,952	)
Other income (expense), net		(2,692	)		2,925			(22	)		3,040
Income (loss) before income taxes, minority interest and discontinued operations		(8,006	)		(61,064	)		3,125			(38,841	)
Provision (benefit) for income taxes		(3,004	)		(25,265	)		2,015			(16,346	)
Minority interest expense (income), net of tax		1,201			(485	)		4,577			3,026
Income (loss) from continuing operations		(6,203	)		(35,314	)		(3,467	)		(25,521	)
Income (loss) from discontinued operations, net of tax		(4,282	)		174,256			117,048			383,292
Net income (loss)		(10,485	)		138,942			113,581			357,771
Preferred stock dividends		2,246			2,246			8,984			8,984
Net income (loss) available to common shareholders	$	(12,731	)	$	136,696		$	104,597		$	348,787
Basic net income (loss) per common share:
Continuing operations	$	(0.23	)	$	(1.01	)	$	(0.33	)	$	(0.80	)
Discontinued operations, net of tax		(0.11	)		4.70			3.14			8.93
Net income available to common shareholders	$	(0.34	)	$	3.69		$	2.81		$	8.13
Diluted net income (loss) per common share:
Continuing operations	$	(0.23	)	$	(1.01	)	$	(0.33	)	$	(0.80	)
Discontinued operations, net of tax		(0.11	)		4.70			3.14			8.93
Net income available to common shareholders	$	(0.34	)	$	3.69		$	2.81		$	8.13
Weighted average shares outstanding:
Basic		37,368			37,056			37,265			42,876
Diluted		37,368			37,056			37,265			42,876
(a) Twelve months ended February 28, 2007 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)		15,002			18,968			106,799			130,084
Cash paid for taxes		878			5,006			6,866			5,045
Capital expenditures		2,995			3,958			5,301			12,132
Noncash compensation by segment:
Radio	$	437		$	646		$	2,383		$	3,442
Publishing		77			385			900			1,240
Corporate		750			(345	)		4,465			4,185
Total	$	1,264		$	686		$	7,748		$	8,867
COMPUTATION OF STATION OPERATING INCOME:
Operating income (loss)	$	4,257		$	(35,524	)	$	59,742		$	35,657
Plus: Depreciation and amortization		3,423			4,821			13,338			17,099
Plus: Corporate expenses		6,809			12,950			30,432			36,871
Plus: Station noncash compensation		514			1,031			3,283			4,682
Plus: (Gain) loss on disposal of assets		(1	)		9			4			94
Plus: Impairment loss		—			35,681			—			35,681
Station operating income	$	15,002		$	18,968		$	106,799		$	130,084
	February 28, 2007			February 28, 2006
SELECTED BALANCE SHEET INFORMATION:
Total Cash and Cash Equivalents	$	20,747		$	140,822
Senior Debt	$	498,000		$	296,174
Senior Subordinated Debt		—			375,000
Senior Discount Notes		—			1,406
Senior Floating Rate Notes		—			120,000
Total Senior, Senior Subordinated and Holding Company Debt	$	498,000		$	792,580