Form 8-K EMMIS COMMUNICATIONS For: Jan 08
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E-mailUNITED 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 8, 2015
EMMIS COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its
charter)
INDIANA
(State of incorporation or organization)
0-23264
(Commission file number)
351542018
(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
(Registrants 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:
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 8, 2015, 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, 2014.
�
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 # | DESCRIPTION | |
99.1 | Press release dated January 8, 2015 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
EMMIS COMMUNICATIONS CORPORATION | ||||
Date: January 8, 2015 | ||||
By: | /s/ J. Scott Enright | |||
���J. Scott Enright, Executive Vice President, | ||||
��General Counsel and Secretary | ||||
For Immediate Release
Thursday, January 8, 2015
Contacts: Ryan Hornaday, SVP/Finance & Treasurer
Patrick Walsh, CFO/COO, [email protected]
317.266.0100
Emmis Announces Third Quarter Earnings
Emmis Radio Stations Up 6% Against Markets Down 2%
Emmis radio net revenues for the third fiscal quarter were up 29%, from $34.8 million to $44.9 million. This includes reported revenue from New Yorks WBLS 107.5 FM and WLIB 1190 AM, which Emmis began operating pursuant to a Local Marketing Agreement ( LMA ) on March 1, 2014. On a pro forma basis, assuming results for WBLS and WLIB were included in the same quarter of the prior year and consistent with Miller Kaplan reporting, which excludes barter revenues and syndication revenues, Emmis radio net revenues would have been up 6%. This compares favorably to Emmis local radio market revenues, which were down 1.6% during the fiscal quarter on the same basis.
Consistent with Miller Kaplan reporting, which excludes barter revenues and syndication revenues, Emmis pro forma radio net revenues are pacing up mid-single digits for its fourth fiscal quarter.
For the third fiscal quarter, operating income was $13.1 million, compared to $8.7 million for the same quarter of the prior year. Emmis station operating income for the third fiscal quarter was $18.1 million, compared to $14.1 million for the same quarter of the prior year.
It is a credit to our employees that Emmis stations again dramatically outperformed our markets, marking the 12th consecutive month of share gains. Power 106 in LA was up 18% in a flat market, and our New York cluster was up for the quarter and is now significantly outperforming the NY market, Jeff Smulyan, President & CEO of Emmis said. With an improving labor market and lower energy prices helping to put more money into the consumers hands, we are excited about the economic backdrop as we head into 2015.
NextRadio, the Emmis-led industry initiative to make FM broadcast radio available on smartphones and tablets, launched a new version in October with LiveGuideTM that has been extremely well received by consumers, Smulyan added. NextRadio is pre-loaded in 33 smartphone models, with more coming in 2015, and weve had more than 1.4 million activations. All major radio companies support the effort, and our integrated auto platform, with our strategic partner, iBiquity, is being unveiled at CES in Las Vegas this week. I couldnt be more pleased with the effort and the momentum we have coming into the new year.
����
A conference call regarding earnings will be hosted today at 9 a.m. Eastern by dialing 517-623-4891.�Questions may be submitted via email to [email protected]. A replay of the call will be available until 6 p.m. on Thursday, January 22 by dialing 203-369-4012.
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�
About Emmis Communications
Emmis Communications Corporation is a diversified media company, principally focused on radio broadcasting. Emmis operates the 9th largest radio portfolio in the United States based on total listeners. 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.�
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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
OPERATING DATA: | ||||||||||||||||
��Net revenues: | ||||||||||||||||
����Radio | $ | 44,905 | $ | 34,811 | $ | 137,493 | $ | 112,967 | ||||||||
����Publishing | 17,906 | 17,767 | 46,697 | 45,135 | ||||||||||||
����Emerging Technologies | 149 | 43 | 318 | 72 | ||||||||||||
������Total net revenues | 62,960 | 52,621 | 184,508 | 158,174 | ||||||||||||
Station operating expenses excluding depreciation and amortization expense and LMA fees: | ||||||||||||||||
����Radio | 28,683 | 22,540 | 87,213 | 72,733 | ||||||||||||
����Publishing | 15,005 | 15,031 | 44,458 | 43,770 | ||||||||||||
����Emerging Technologies | 1,252 | 977 | 2,488 | 1,695 | ||||||||||||
Total station operating expenses excluding depreciation and amortization expense and LMA fees | 44,940 | 38,548 | 134,159 | 118,198 | ||||||||||||
Corporate expenses excluding depreciation and amortization expense | 3,241 | 3,653 | 11,472 | 13,123 | ||||||||||||
��LMA fees | 4,208 | |||||||||||||||
��Hungary license litigation and related expenses | 188 | 500 | 472 | 1,795 | ||||||||||||
��Depreciation and amortization | 1,482 | 1,218 | 4,426 | 3,607 | ||||||||||||
��Gain on contract settlement | (2,500 | ) | ||||||||||||||
��Loss (gain) on disposal of assets | 3 | (9 | ) | (10 | ) | |||||||||||
��Operating income | 13,106 | 8,711 | 32,271 | 21,461 | ||||||||||||
��Interest expense | (5,395 | ) | (1,712 | ) | (11,873 | ) | (5,441 | ) | ||||||||
��Loss on debt extinguishment | (653 | ) | (1,455 | ) | (653 | ) | ||||||||||
��Other income, net | 51 | 54 | 230 | 94 | ||||||||||||
��Income before income taxes | 7,762 | 6,400 | 19,173 | 15,461 | ||||||||||||
��Provision for income taxes | 4,528 | 732 | 9,080 | 911 | ||||||||||||
��Consolidated net income | 3,234 | 5,668 | 10,093 | 14,550 | ||||||||||||
��Net income attributable to noncontrolling interests | 411 | 1,395 | 3,554 | 4,230 | ||||||||||||
��Net income attributable to the Company | 2,823 | 4,273 | 6,539 | 10,320 | ||||||||||||
��Gain on extinguishment of preferred stock | 325 | |||||||||||||||
��Net income attributable to common shareholders | $ | 2,823 | $ | 4,273 | $ | 6,539 | $ | 10,645 | ||||||||
�����Basic net income per common share | $ | 0.07 | $ | 0.11 | $ | 0.15 | $ | 0.26 | ||||||||
�����Diluted net income per common share | $ | 0.06 | $ | 0.09 | $ | 0.14 | $ | 0.23 | ||||||||
�����Basic weighted average shares outstanding | 42,702 | 40,477 | 42,451 | 40,343 | ||||||||||||
�����Diluted weighted average shares outstanding | 47,376 | 46,212 | 47,455 | 45,657 | ||||||||||||
Three months ended November 30, | Nine months ended November 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
OTHER DATA: | ||||||||||||||||
��Station operating income (See below) | $ | 18,103 | $ | 14,077 | $ | 46,694 | $ | 41,446 | ||||||||
��(Refund from) cash paid for income taxes, net | (211 | ) | 243 | (1,015 | ) | |||||||||||
��Cash paid for interest | 3,664 | 1,536 | 6,059 | 4,821 | ||||||||||||
��Capital expenditures | 890 | 420 | 2,565 | 2,277 | ||||||||||||
�Noncash compensation by segment: | ||||||||||||||||
�����������Radio | $ | 60 | $ | $ | 375 | $ | 980 | |||||||||
�����������Publishing | 23 | 4 | 178 | 490 | ||||||||||||
�����������Corporate & Emerging Technologies | 514 | 467 | 1,575 | 2,083 | ||||||||||||
������������������Total | $ | 597 | $ | 471 | $ | 2,128 | $ | 3,553 | ||||||||
COMPUTATION OF STATION OPERATING INCOME: | ||||||||||||||||
��Operating income | $ | 13,106 | $ | 8,711 | $ | 32,271 | $ | 21,461 | ||||||||
��Plus: Depreciation and amortization | 1,482 | 1,218 | 4,426 | 3,607 | ||||||||||||
��Plus: Hungary litigation expense and related costs | 188 | 500 | 472 | 1,795 | ||||||||||||
��Plus: Corporate expenses | 3,241 | 3,653 | 11,472 | 13,123 | ||||||||||||
��Plus: Station noncash compensation | 83 | 4 | 553 | 1,470 | ||||||||||||
��Less: Gain on contract settlement | (2,500 | ) | ||||||||||||||
��Less: Loss (gain) on sale of assets | 3 | (9 | ) | (10 | ) | |||||||||||
��Station operating income | $ | 18,103 | $ | 14,077 | $ | 46,694 | $ | 41,446 | ||||||||
SELECTED BALANCE SHEET INFORMATION: | November 30, 2014 | February 28, 2014 | ||||||||||||||
Total Cash and Cash Equivalents | $ | 4,223 | $ | 5,304 | ||||||||||||
Credit Agreement Debt | $ | 195,000 | $ | 54,000 | ||||||||||||
98.7FM Nonrecourse Debt | $ | 71,567 | $ | 74,942 | ||||||||||||
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