Form 8-K EMMIS COMMUNICATIONS For: May 03

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May 5, 2016 6:02 AM EDT


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 3, 2016

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 5, 2016, 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 29, 2016.

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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers
On May 3, 2016, the Compensation Committee (the “Committee”) of the Board of Directors of Emmis Communications Corporation (the “Company”) adopted a new bonus plan for the fiscal year ending February 28, 2017. Under the plan, two thirds of bonuses paid to our executive officers will be based on the attainment of specified performance goals as set forth in the plan, and the remainder will be paid in the discretion of the Committee. The performance goals for our radio and publishing divisions and the entire company are based on EBITDA (as defined in the bonus plan), and the performance goals for our Digonex and TagStation businesses are based upon a combination of customer growth, attaining budget and revenue. Payment of bonuses under these performance goals is also dependent upon our attainment of a leverage ratio under our credit agreement at the end of fiscal 2017 of not more than five to one. After the end of the fiscal year, the Committee will determine whether the pre-established annual performance goals were achieved. Additionally, each participant in the plan may be awarded a bonus at the end of the fiscal year in the Committee’s discretion. This discretionary bonus is targeted at one third of the participant’s bonus potential, and the committee retains discretion to award more or less than that amount. No discretionary bonuses will be paid under the plan if the total Company EBITDA goal is attained at less than seventy-five percent. Bonuses may be paid in shares of the Company’s Class A Common Stock or in cash, in the Committee’s discretion. The plan is generally designed to comply with Internal Revenue Code Section 162(m) to maximize the tax deductibility of any bonuses paid under the plan. As such, the plan is administered under the Company’s 2016 Equity Compensation Plan, which plan will be submitted to shareholders for their approval at our next annual meeting of shareholders.

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 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 reasons
generally 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.





Item 9.01
Financial Statements and Exhibits.
(c)     Exhibits.
Exhibit No.
Description
Press Release dated May 5, 2016



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 5, 2016
 
 
 
 
 
By:
/s/ J. Scott Enright
 
 
 
  J. Scott Enright, Executive Vice President,
 
 
 
  General Counsel and Secretary

                            






For Immediate Release
Thursday, May 5, 2016
Contacts: Ryan Hornaday, EVP/CFO & Treasurer
317.266.0100

Emmis Announces Fourth Quarter and Full-Year Earnings

Indianapolis... Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its fourth fiscal quarter and full-year ending February 29, 2016.

Emmis’ radio net revenues for the fourth fiscal quarter were $36.4 million, down from $38.8 million from the prior year, a decrease of 6%. Per Miller Kaplan reporting, which excludes barter revenues and syndication revenues, and excluding LMA fee revenue in New York, Emmis’ fourth quarter radio revenues were down 7.3% compared to local radio market revenues up 0.7%. For the full year, radio revenues were $169.2 million, compared to $176.3 million in the prior year, a decrease of 4%. Per Miller Kaplan reporting, and excluding LMA fee revenue in New York, Emmis’ fiscal 2016 radio revenues were down 4.6% compared to local radio market revenues down 1.5%. Our Indianapolis and St. Louis clusters grew market share in the three-month and full-year periods.

Publishing revenues were down 2% in the fourth quarter and down slightly year over year.

Emmis announced a series of cost reductions in January, which were implemented during the company’s fourth quarter, to better align resources with growth initiatives.

“Emmis’ fourth quarter was weak, mostly due to expected underperformance in Los Angeles,” Jeff Smulyan, President & CEO of Emmis said. “The good news is our first quarter is much improved and currently pacing flat to the prior year. New York’s performance has been stellar, ratings in LA have begun to grow again, and ratings across our other radio markets are very strong.”

“NextRadio is coming off a fantastic National Association of Broadcaster convention, and momentum is building,” Smulyan continued. “At NAB, it was announced that PRSS, the distribution network for public radio, is being integrated into NextRadio. Carrier and handset conversations are robust, and advertiser interest is high. In addition, we will launch in our first international market, Peru, in the coming weeks. I couldn’t be more pleased with the efforts of Paul Brenner and his team in bringing NextRadio to our industry and to listeners everywhere.”

To ensure it remains compliant with NASDAQ listing rules, Emmis will enact, if necessary, a 4:1 reverse stock split this summer, subject to shareholder approval.

A conference call regarding earnings will be hosted today at 9 a.m. Eastern today by dialing 1-517-623-4891.  Questions may be submitted via email to [email protected]. A digital playback of the call will be available until 6 p.m. on Thursday, May 19 by dialing 203-369-3513.

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.

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 February 28 (29),
 
Year ended February 28 (29),
 
 
2016
 
2015
 
2016
 
2015
OPERATING DATA:
 
 
 
 
 
 
 
 
  Net revenues:
 
 
 
 
 
 
 
 
    Radio
 
$
36,439

 
$
38,757

 
$
169,228

 
$
176,250

    Publishing
 
14,217

 
14,445

 
60,992

 
61,142

    Emerging Technologies
 
228

 
228

 
1,213

 
546

      Total net revenues
 
50,884

 
53,430

 
231,433

 
237,938

Station operating expenses excluding depreciation and amortization expense and LMA fees:
 
 
 
 
 
 
 
 
    Radio
 
28,937

 
29,954

 
116,862

 
117,167

    Publishing
 
15,334

 
15,625

 
58,891

 
60,083

    Emerging Technologies
 
2,192

 
1,271

 
7,641

 
3,759

Total station operating expenses excluding depreciation and amortization expense and LMA fees
 
46,463

 
46,850

 
183,394

 
181,009

Corporate expenses excluding depreciation and amortization expense
 
2,907

 
3,450

 
13,023

 
14,922

  LMA fees
 
—

 
—

 
—

 
4,208

Hungary license litigation and related expenses
 
—

 
49

 
—

 
521

  Depreciation and amortization
 
1,412

 
1,500

 
5,797

 
5,926

  Impairment loss
 
9,499

 
67,915

 
9,499

 
67,915

  Gain on contract settlement
 
—

 
—

 
—

 
(2,500
)
  Loss on disposal of assets
 
56

 
—

 
56

 
—

  Operating (loss) income
 
(9,453
)
 
(66,334
)
 
19,664

 
(34,063
)
  Interest expense
 
(4,697
)
 
(5,228
)
 
(18,956
)
 
(17,101
)
  Loss on debt extinguishment
 
—

 
—

 
—

 
(1,455
)
  Other income (expense), net
 
212

 
(6,648
)
 
1,057

 
(6,418
)
  (Loss) income before income taxes
 
(13,938
)
 
(78,210
)
 
1,765

 
(59,037
)
  (Benefit) provision for income taxes
 
(593
)
 
27,868

 
2,069

 
36,948

  Consolidated net loss
 
(13,345
)
 
(106,078
)
 
(304
)
 
(95,985
)
Net (loss) income attributable to noncontrolling interests
 
(3,992
)
 
(280
)
 
(2,418
)
 
3,274

Net (loss) income attributable to the Company
 
(9,353
)
 
(105,798
)
 
2,114

 
(99,259
)
  Loss on modification of Preferred Stock
 
(162
)
 
—

 
(162
)
 
—

Net (loss) income attributable to common shareholders
 
$
(9,515
)
 
$
(105,798
)
 
$
1,952

 
$
(99,259
)
 
 
 
 
 
 
 
 
 
     Basic net (loss) income per common share
 
$
(0.21
)
 
$
(2.47
)
 
$
0.04

 
$
(2.33
)
     Diluted net (loss) income per common share
 
$
(0.21
)
 
$
(2.47
)
 
$
0.04

 
$
(2.33
)
 
 
 
 
 
 
 
 
 
     Basic weighted average shares outstanding
 
45,026

 
42,818

 
44,136

 
42,537

     Diluted weighted average shares outstanding
 
45,026

 
42,818

 
45,264

 
42,537

 
 
 
 
 
 
 
 
 




 
 
Three months ended February 28 (29),
 
Year ended February 28 (29),
 
 
2016
 
2015
 
2016
 
2015
OTHER DATA:
 
 
 
 
 
 
 
 
  Station operating income (See below)
 
$
4,571

 
$
6,747

 
$
49,799

 
$
53,441

  Cash paid for income taxes, net
 
—

 
—

 
216

 
243

  Cash paid for interest
 
4,175

 
3,722

 
16,742

 
9,781

  Capital expenditures
 
1,445

 
949

 
3,388

 
3,514

 
 
 
 
 
 
 
 
 
 Noncash compensation by segment:
 
 
 
 
 
 
 
 
           Radio
 
$
94

 
$
59

 
$
1,219

 
$
434

           Publishing
 
62

 
108

 
447

 
286

           Emerging Technologies
 
(6
)
 
—

 
94

 
—

           Corporate
 
85

 
518

 
3,144

 
2,093

                  Total
 
$
235

 
$
685

 
$
4,904

 
$
2,813

 
 
 
 
 
 
 
 
 
COMPUTATION OF STATION OPERATING INCOME:
 
 
 
 
 
 
 
 
  Operating (loss) income
 
$
(9,453
)
 
$
(66,334
)
 
$
19,664

 
$
(34,063
)
  Plus: Depreciation and amortization
 
1,412

 
1,500

 
5,797

 
5,926

Plus: Hungary litigation expense and related costs
 
—

 
49

 
—

 
521

  Plus: Corporate expenses
 
2,907

 
3,450

 
13,023

 
14,922

  Plus: Station noncash compensation
 
150

 
167

 
1,760

 
720

  Plus: Impairment loss
 
9,499

 
67,915

 
9,499

 
67,915

  Less: Gain on contract settlement
 
—

 
—

 
—

 
(2,500
)
  Less: Loss on disposal of assets
 
56

 
—

 
56

 
—

  Station operating income
 
$
4,571

 
$
6,747

 
$
49,799

 
$
53,441

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
SELECTED BALANCE SHEET INFORMATION:
 
February 29,
2016
 
February 28, 2015
 
 
 
 
Total Cash and Cash Equivalents
 
$
4,456

 
$
3,669

 
 
 
 
Credit Agreement Debt
 
$
184,762

 
$
193,000

 
 
 
 
98.7FM Nonrecourse Debt
 
$
65,411

 
$
70,401

 
 
 
 




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