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 10, 2019

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition

On January 10, 2019, 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, 2018.

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.

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 obtain additional capital or to service our outstanding debt;

•competition from new or different media and 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;

•new or changing technologies, including those that provide additional competition for our businesses;

•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.

Item 9.01 Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit No.	Description
99.1	Press release dated January 10, 2019

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 10, 2019
	By:	/s/ J. Scott Enright
		J. Scott Enright, Executive Vice President,
		General Counsel and Secretary

EX-99.1

For Immediate Release

Thursday, January 10, 2019

Contact: Ryan Hornaday, EVP/CFO & Treasurer

rhornaday@emmis.com

317.266.0100

Emmis Announces Third Quarter Earnings

Outperforms markets both quarter and year-to-date

Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its third fiscal quarter ending November 30, 2018.

Emmis’ radio net revenues for the third fiscal quarter were $28.7 million, down from $34.0 million in the prior year. Sales of radio stations (KPWR in LA in August 2017 and four radio stations in St. Louis on April 30, 2018) make Emmis’ reported results not comparable year-over-year.

Pro forma for all radio station sales, Emmis’ third quarter radio revenues, as reported to Miller Kaplan, which excludes barter and certain other revenues, were up 5% in markets that were up 2%.

“With this quarter’s strong performance, Emmis is now outperforming its markets through the first nine months of this fiscal year- quite an achievement,” said Emmis Chairman and CEO Jeff Smulyan. “Political revenues certainly helped, but we also saw growth in our core advertising categories, all of which contributed to Emmis having its strongest quarter in four years. New York and Indianapolis both outperformed their markets and continue to produce strong ratings, which should help sustain Emmis’ revenue growth. That certainly appears to be the case in January and February, where both months are pacing up mid-to-high single digits.”

A conference call regarding earnings will be hosted today at 9 a.m. Eastern today by dialing 1-517-623-4891 with passcode Emmis.  Questions may be submitted via email to ir@emmis.com. A digital playback of the call will be available until Thursday, January 17 by dialing 203-369-1930.

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.

About Emmis Communications

Emmis Communications Corporation (Nasdaq: EMMS) owns 11 FM and 3 AM radio stations in New York, Austin (Emmis has a 50.1% controlling interest in Emmis’ 6 radio stations located there) and Indianapolis. Emmis owns a controlling interest in Digonex, which provides dynamic pricing solutions across multiple industries, as well as Indianapolis Monthly magazine. 

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 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 reasonsgenerally 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

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,
	2018			2017			2018			2017
OPERATING DATA:
Net revenues:
Radio	$	28,728		$	33,980		$	85,843		$	114,450
Publishing	1,177			1,129			3,347			3,119
Emerging Technologies	418			236			1,195			788
Total net revenues	30,323			35,345			90,385			118,357
Station operating expenses excluding depreciation and amortization expense:
Radio	19,015			23,933			59,368			79,948
Publishing	1,176			1,131			3,384			3,590
Emerging Technologies	3,780			2,922			8,753			9,582
Total station operating expenses excluding depreciation and amortization expense	23,971			27,986			71,505			93,120
Corporate expenses excluding depreciation and amortization expense	2,297			2,500			7,607			7,781
Depreciation and amortization	806			880			2,384			2,739
Loss (gain) on sale of assets, net of disposition costs	235			46			(31,817		)	(76,660		)
Loss on disposal of property and equipment	57			1			57			13
Operating income	2,957			3,932			40,649			91,364
Interest expense	(1,546		)	(3,000		)	(5,902		)	(12,214		)
Loss on debt extinguishment	—			(139		)	(771		)	(2,662		)
Other income, net	40			10			92			24
Income before income taxes	1,451			803			34,068			76,512
(Benefit) provision for income taxes	(98		)	371			7,848			4,743
Consolidated net income	1,549			432			26,220			71,769
Net income attributable to noncontrolling interests	837			711			2,396			2,358
Net income (loss) attributable to the Company	$	712		$	(279	)	$	23,824		$	69,411
Basic net income (loss) per common share	$	0.06		$	(0.02	)	$	1.90		$	5.63
Diluted net income (loss) per common share	$	0.05		$	(0.02	)	$	1.77		$	5.53
Basic weighted average shares outstanding	12,609			12,347			12,565			12,321
Diluted weighted average shares outstanding	13,425			12,347			13,486			12,554

	Three months ended  November 30,					Nine months ended  November 30,
OTHER DATA:
Station operating income (See below)	$	6,421		$	7,453	$	19,092		$	25,657
Cash paid for (refund from) income taxes, net	(816		)	2,197		(467		)	2,178
Cash paid for interest	1,184			2,237		4,464			10,558
Capital expenditures	51			353		155			1,191
Noncash compensation by segment:
Radio	$	47		$	68	$	142		$	346
Publishing	—			3		2			6
Emerging Technologies	22			23		68			68
Corporate	318			526		1,076			1,596
Total	$	387		$	620	$	1,288		$	2,016
COMPUTATION OF STATION OPERATING INCOME:
Operating income	$	2,957		$	3,932	$	40,649		$	91,364
Plus: Depreciation and amortization	806			880		2,384			2,739
Plus: Corporate expenses	2,297			2,500		7,607			7,781
Plus: Station noncash compensation	69			94		212			420
Less: Loss (gain) on sale of assets, net of disposition costs	235			46		(31,817		)	(76,660		)
Plus: Loss on disposal of property and equipment	57			1		57			13
Station operating income	$	6,421		$	7,453	$	19,092		$	25,657
SELECTED BALANCE SHEET INFORMATION:	November 30, 2018			February 28, 2018
Total Cash and Cash Equivalents	$	8,616		$	4,107
Credit Agreement Debt	$	28,000		$	78,451
98.7FM Nonrecourse Debt	$	49,020		$	53,919
Other Nonrecourse Debt	$	10,054		$	9,992