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, 2006

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 9, 2006, 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, 2005.

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

2

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

EXHIBIT #	DESCRIPTION
99.1	Press release dated January 9, 2006.

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, 2006	By: /s/ J. Scott Enright
	J. Scott Enright, Vice President,        Associate General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

A conference call regarding this earnings release is scheduled for
9 a.m. Eastern, Monday, January 9, 2006. Dial in at 1.517.623.4891 or listen online at www.emmis.com

Contacts:
David Newcomer, Interim EVP & CFO
Kate Snedeker, Media & Investor Relations
317.266.0100

For Immediate Release
Monday, January 9, 2006

Emmis Communications Reports 3^rd Quarter Results
Reported net revenue up 11%, Radio division continues to beat its markets

Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its third fiscal quarter ended Nov. 30, 2005.

For the third fiscal quarter, reported net revenue was $100.5 million, compared to $90.2 million for the same quarter of the prior year, an increase of 11%. Reported net revenues for all periods presented exclude the results of Emmis’ television stations and WRDA-FM, which have been classified as discontinued operations.

Diluted net income per common share from continuing operations was $0.01, compared to $0.07 for the same quarter of the prior year. The decrease is due to significantly higher interest expense, principally as a result of borrowings to finance the Dutch Auction Tender Offer, completed in June 2005.

“Emmis saw a lot of positive activity this quarter, and the results are still emerging. By the end of the month, we expect to have sold 13 of our 16 television stations, and, as promised, we have continued to build a solid capital structure,” said Jeff Smulyan, Emmis Chairman and CEO. “And we accomplished all this while remaining focused on operations, beating our radio markets and delivering another strong quarter. Looking ahead, we expect even more success in Chicago due to current investments in talent and promotions.”

For the third quarter, reported radio net revenues increased 10%, while pro forma radio net revenues (including WLUP-FM and the Emmis radio networks in Slovakia and Bulgaria) increased 4%. Publishing net revenues increased 18%.

For the third quarter, operating income was $25.5 million, compared to $20.9 million for the same quarter of the prior year. Emmis’ station operating income for the third quarter was $38.2 million, compared to $35.2 million for the same quarter of the prior year.

Emmis has included supplemental pro forma net revenues, station operating expenses, excluding non-cash compensation, and certain other financial data on its website, www.emmis.com. This information, which includes all consummated station acquisitions and dispositions, can be found under the “Investors” tab.

International radio net revenues and station operating expenses for the quarter ended Nov. 30, 2005 were $5.9 million and $5.0 million, respectively.

On Nov. 30, 2005, Emmis sold substantially all of the assets of television station WSAZ in Huntington/Charleston, W. Va. to Gray Television for $186.0 million. Also on Nov. 30, 2005, Emmis sold substantially all of the assets of four television stations (plus regional satellite stations) to LIN Television Corporation (LIN) (WALA in Mobile, Ala./Pensacola, Fla.; WTHI in Terre Haute, Ind.; WLUK in Green Bay, Wis.; and KRQE in Albuquerque, N. Mex.) and entered into a Local Programming and Marketing Agreement (LMA) with LIN for WBPG in Mobile, Ala./Pensacola, Fla., receiving gross proceeds of $257 million.

Net proceeds of these transactions, approximately $441.6 million, were used to repay outstanding debt obligations.

On Dec. 5, 2005, Emmis sold substantially all of the assets of television stations WFTX in Ft. Myers, Fla. and KGUN in Tucson, Ariz, and the tangible assets and many of the intangible assets (excluding, principally, the FCC license) of KMTV in Omaha, Neb. to Journal Communications for $225 million of gross proceeds. Emmis plans to use the proceeds to repay outstanding debt obligations, to fund acquisitions or for other general corporate purposes. Also on Dec. 5, 2005, Emmis entered into an LMA with Journal for KMTV.

On Sept. 28, 2005, Emmis signed definitive agreements to sell four television stations (plus regional satellite stations) to SJL Broadcast Group and affiliates of The Blackstone Group (KOIN in Portland, Ore; KHON in Honolulu; KSNW in Wichita, Kan.; and KSNT in Topeka, Kan.) for $259 million. The FCC has approved the license transfers, and Emmis expects the sale to close by Jan. 31, 2006. The Company plans to use the proceeds to repay outstanding debt obligations, to fund acquisitions or for other general corporate purposes.

On Sept. 23, 2005, Emmis signed a definitive agreement to sell radio station WRDA-FM in St. Louis, Mo. to Radio One, Inc. for $20 million. Radio One, Inc. began operation of this station under an LMA effective Oct. 1, 2005. Closing of this sale is subject to customary conditions. Emmis hopes to close this sale by Feb. 28, 2006 and plans to use the proceeds to repay outstanding debt obligations, to fund acquisitions or for other general corporate purposes.

On Dec. 2, 2005, Walter Z. Berger, former Chief Financial Officer of the Company, announced his resignation. That same day David R. Newcomer was appointed Interim Chief Financial Officer, and the Company announced that it would conduct a search for a permanent replacement for Berger.

On Dec. 12, 2005, the Board of Directors approved the acceleration of the vesting of certain “out-of-the-money” unvested incentive and non-qualified stock options granted prior to July 1, 2004 with exercise prices equal to or greater than $20.76 per share. Approximately $5.6 million of expense that would have been recognized in the fiscal years ending Feb. 28, 2007 and 2008 (under SFAS No. 123R) will instead be a component of the Company’s SFAS No. 123 pro forma footnote expense disclosure in the fiscal year ending Feb. 28, 2006.

On Dec. 23, 2005, Emmis called for redemption $230 million aggregate outstanding principal amount of its Floating Rate Senior Notes due in 2012 (the “Notes”), pursuant to the terms of the Indenture, dated June 21, 2005, between the Company and The Bank of Nova Scotia Trust

Company of New York, as trustee. The Notes will be redeemed on a pro rata basis on Jan. 23, 2006. The redemption price for the Notes to be redeemed is $1,000.00 per $1,000.00 in aggregate principal amount of the Notes, plus accrued and unpaid interest on the Notes to be redeemed Jan. 23, 2006.

During December 2005, Emmis repaid an aggregate $387.9 million of amounts outstanding under its senior credit facility. Approximately $170.5 million was used to repay amounts outstanding under the credit facility’s revolving loan and $217.4 million was used to repay amounts outstanding under the credit facility’s term loan.

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

	3 months ended Nov. 30,				%			9 months ending Nov. 30,				%
	2005		2004		Change			2005		2004		Change
Radio
Reported net revenues	$	76,017	$	69,380		10	%	$	237,500	$	213,290		11	%
Plus: Revenues from assets acquired		401		4,136					2,153		14,738
Less: net revenues from assets disposed		—		—					—		—
Pro forma net revenues	$	76,418	$	73,516		4	%	$	239,653	$	228,028		5	%
Publishing
Reported net revenues	$	24,500	$	20,816		18	%	$	65,396	$	57,654		13	%
Plus: Revenues from assets acquired		—		—					—		—
Less: net revenues from assets disposed		—		—					—		—
Pro forma net revenues	$	24,500	$	20,816		18	%	$	65,396	$	57,654		13	%
Total Company
Reported net revenues	$	100,517	$	90,196		11	%	$	302,896	$	270,944		12	%
Plus: Revenues from assets acquired		401		4,136					2,153		14,738
Less: Revenues from assets disposed		—		—					—
Pro forma net revenues	$	100,918	$	94,332		7	%	$	305,049	$	285,682		7	%

On a pro forma basis, the Company expects its radio net revenues for its quarter ending Feb. 28, 2006 to be up approximately 1 to 2% and its station operating expenses, excluding noncash compensation, to be up approximately 5 to 7%. This expense growth is higher than normal due to investments in the Company’s Chicago turnaround properties. Emmis expects a decline in the profitability of its publishing operations by roughly 50% due to the timing of certain publications and higher paper costs. Corporate expenses are expected to be approximately $6.2 million before the cost of any severance or special TV bonus payments.

Emmis will host a call regarding this information on Monday, January 9 at 9 a.m. Eastern at 1.517.623.4891, with a replay available through Tuesday, January 17 at 1.203.369.9000. 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 23 FM and 2 AM domestic radio stations serving the nation’s largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN. In May 2005, Emmis announced its intent to seek strategic alternatives for its 16 television stations, and the Company has sold or announced signed definitive agreements to sell 13 of them. In September the Company announced it had signed an agreement to sell St. Louis radio station WRDA-FM. Emmis owns a radio network, international radio stations, regional and specialty magazines and ancillary businesses in broadcast sales and book publishing.

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.

Note: Financial schedule attached.

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,
	2005			2004			2005			2004
OPERATING DATA:
Net revenues:
Radio	$	76,017		$	69,380		$	237,500		$	213,290
Publishing		24,500			20,816			65,396			57,654
Total net revenues		100,517			90,196			302,896			270,944
Operating expenses, excluding noncash compensation:
Radio		42,433			38,027			130,343			113,835
Publishing		19,849			16,955			57,861			50,187
Total station operating expenses, excluding noncash compensation		62,282			54,982			188,204			164,022
Corporate expenses, excluding noncash compensation		5,790			7,318			19,391			23,354
Noncash compensation (a)		2,667			3,068			8,216			8,982
Depreciation and amortization		4,274			3,924			12,468			12,035
Operating income		25,504			20,904			74,617			62,551
Interest expense		(20,487	)		(8,469	)		(49,073	)		(30,122	)
Loss on debt extinguishment (b)		—			—			—			(97,248	)
Other income (expense), net		(88	)		518			30			872
Income (loss) before income taxes, minority interest, discontinued operations and accounting change		4,929			12,953			25,574			(63,947	)
Provision (benefit) for income taxes		1,303			6,078			10,293			(695	)
Minority interest expense, net of tax		1,092			565			3,511			1,947
Income (loss) from continuing operations		2,534			6,310			11,770			(65,199	)
Income (loss) from discontinued operations, net of tax		197,487			13,495			207,059			26,730
Net income (loss)		200,021			19,805			218,829			(38,469	)
Preferred stock dividends		2,246			2,246			6,738			6,738
Net income (loss) available to common shareholders	$	197,775		$	17,559		$	212,091		$	(45,207	)
Basic net income (loss) per common share:
Continuing operations	$	0.01		$	0.07		$	0.11		$	(1.28	)
Discontinued operations, net of tax		5.35			0.24			4.63			0.47
Net income (loss) available to common shareholders	$	5.36		$	0.31		$	4.74		$	(0.81	)
Diluted net income (loss) per common share:
Continuing operations	$	0.01		$	0.07		$	0.11		$	(1.28	)
Discontinued operations, net of tax		5.29			0.24			4.60			0.47
Net income (loss) available to common shareholders	$	5.30		$	0.31		$	4.71		$	(0.81	)
Weighted average shares outstanding:
Basic		36,879			56,214			44,700			56,042
Diluted		37,305			56,307			45,056			56,042
(a) Noncash compensation by segment:
Radio	$	869		$	1,226		$	2,831		$	3,815
Publishing		228			534			855			1,679
Corporate		1,570			1,308			4,530			3,488
Total	$	2,667		$	3,068		$	8,216		$	8,982
(b) Reflects costs associated with our debt recapitalization, which closed on May 10, 2004 and a subsequent subordinated debt extinguishment on June 10, 2004.
OTHER DATA:
Station operating income (See below)		38,235			35,214			114,692			106,922
Cash paid for taxes		6			—			39			271
Capital expenditures		3,452			1,657			8,679			6,294
COMPUTATION OF STATION OPERATING INCOME:
Operating income	$	25,504		$	20,904		$	74,617		$	62,551
Plus: Depreciation and amortization		4,274			3,924			12,468			12,035
Plus: Corporate expenses, excluding noncash compensation		5,790			7,318			19,391			23,354
Plus: Noncash compensation		2,667			3,068			8,216			8,982
Station operating income	$	38,235		$	35,214		$	114,692		$	106,922

SELECTED BALANCE SHEET INFORMATION:	November 30, 2005		February 28, 2005
Total Cash and Cash Equivalents	$	245,155	$	16,054
Restricted Cash		207,889		—
Senior Debt	$	838,750	$	804,313
Senior Subordinated Debt		375,000		375,000
Senior Discount Notes		1,364		1,245
Senior Floating Rate Notes		350,000		—
Total Senior, Senior Subordinated and Holding Company Debt	$	1,565,114	$	1,180,558