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Executives:

Kate Snedeker, Media & Investor Relations

Jeff Smulyan, Chairman & CEO

Dave Newcomer, Interim Chief Financial Officer

Richard Cummings, President, Emmis Radio

Analysts:

Victor Miller, Bear Stearns

Leland Westerfield, Harris Nesbitt

Laraine Mancini, Merrill Lynch

Jonathon Jacoby, Banc Of America Securities

Michael Kupinski, A. G. Edwards

Mark Frankie, Goldman Sachs

Marci Ryvicker, Wachovia

Bishop Cheen, Wachovia

Operator

Thank you for standing by, good morning and good afternoon. All participants are currently on a listen-only mode. After today’s presentation we will conduct a question and answer session. If you would like to ask a question please press star one on your telephone touchpad. Today’s conference is being recorded, if you have any objections you may disconnect at this time. And now I’d like to turn the meeting over to your host for today, Kate, you may begin.

Kate Snedeker, Media & Investor Relations

Thanks Ed. Good morning everyone, thank you for joining us for today’s Emmis Communications Conference Call regarding Third Quarter Earnings. I want to extend a special welcome to all the Emmis’ employees who are joining us in this meeting this morning and those of you who are listening in from our website: www.emmis.com. We will begin in just a moment with opening comments from Emmis’ Chairman & CEO: Jeff Smulyan; and Dave Newcomer, Interim Chief Financial Officer. After their opening comments our conference call moderator will come back on the line to instruct you on how to submit questions. Joining us to help answer your questions is Rick Cummings, President of Emmis Radio. A playback of the call would be available from the next week by dialing 203-369-0900. The conference call may include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, please refer to Emmis’ public filings with the SEC for more information on the various risks and uncertainties. Additional disclosures can be found under the Investors tab of our website: www.emmis.com. Jeff?

Jeffrey H. Smulyan, Chairman & CEO

Kate thanks, and I want to thank you all for being here this morning. This has been a good quarter for us and an environment obviously within the radio business, which has been challenging but couple of high points. In the radio business we beat our markets from the second straight quarter. Our magazine - city and regional magazines have had an exceptional quarter. We exceeded guidance in street estimates on EPS, we are pleased about. We continued our aggressive deleveraging of our balance sheet with the proceeds of our television stations and participated in the launch of the HD Alliance, which we think is a major part of radio’s reinvention of itself and I know its not getting a lot of notice right now but I think it foreshadows a trend that the radio business is coming back, and we think that’s important. For own sake we think we are poised for a very good year, we think this is a good year upcoming starting with our fourth quarter but really more important in what fiscal ’07 which starts in March. We are making some investments in our fourth quarter especially in Chicago but also with our Los Angeles properties but Chicago clearly is in the midst of a turnaround and we are going to continue to invest as we always do and to make that happen. So all in all in an environment which all of you know is and challenging for all forms of broadcast media. Emmis continues to outperform and we feel very good. And with that I want to turn it over to David Newcomer.

David Newcomer, Interim Chief Financial Officer

Thanks Jeff. I will go over some financial highlights and then will turn it over to Q&A. Overall we are pleased to report that like Jeff said, we beat first call EPS estimates by $0.02. We also exceeded revenue, station operating income and EBITDA consensus estimates. For domestic radio, the Q3 results for radio were inline with guidance despite a weak October and overall market growth that was really less than expected. We do continue to focus on cost management and while expenses were up about 4% for the quarter, which were inline with guidance. They are getting included as Jeff says some investments. In Chicago, which included new morning show and some marketing and this is reflected in our Q4 guidance, and we can talk about that further if need be. As Jeff said, 5 of our 7 as markets gained share with Chicago, Phoenix and St. Louis leading the way. For the quarter national markets were up about 2%. Although our markets were up about 4%, and overall our markets were up 3. I would say that Emmis’ performance was stronger nationally than locally for the quarter. Regarding categories Auto was again down slightly although most other categories in our Top 10 were up lead by movies, bands, beverages and media. A couple of the rating highlights for summer were Kiss FM and New York No. 12554 for the first time since winner of ’96. Hot97 No. 180 was 34 for 35th straight book; POWER 106 No. 180 and 34 for 14 straight book, and BOB-FM Austin again No.1. Our fall book will start coming out this week and Rick will address any other ratings, questions in Q&A.

Lastly on domestic radio, average unit rate was again higher and up 7% for the quarter. Regarding our capital structure, our capital structure and asset sales are explained a lot further in detail in our queue, which is now on file, but here are some highlights.

Net proceeds in Q3 from the Gray and LIN transactions were approximately 442 million. Net proceeds in Q4 so far from journal were approximately 225 million. We expect the SJL closing in January with gross proceeds of approximately 259 million, and for a full analysis of these total net proceeds including all severance, completion and success bonuses, please refer to the 10-Q. We also hope to close on Red in St. Louis, which was sold to Radio One by the end of the fiscal year. To be at notice, to redeem 213 million of the floating rate notes and plan to redeem additional notes at some point following the SJL closing.

Total average at 11/30 was 7.9 times, which includes the 208 million debt repayment, which was pledged at 11/30 but it’s reflected as restricted cash in the 11/30 balance sheet. Leverage at 2/28 will be much lower based on additional TV sales and debt repayment, and all of this information necessary to estimate that leverage is available to you in the queue. Lastly in our capital structure, our weighted average cost of debt was approximately 7% at 11/30.

Couple of other items, CapEx for Q3 was 3.5 million and is expected to be 13 million for the full year, and corporate is estimated around 6.2 million for Q4, and this number excludes TV severance and bonus payments. With that I will turn it over to Q&A.

Kate Snedeker, Media & Investor Relations

Jeff, is there anything else?

Jeffrey H. Smulyan, Chairman & CEO

No I think that’s fine, thank you, and I think you can see that deleveraging is a major part of our story, we have said that the television sales would successfully allow us to deliver the balance sheet quite dramatically.

Kate Snedeker, Media & Investor Relations

Ed, I think we are ready for Q&A.

Question and Answers

Operator

Thank you, at this time we would like to entertain questions or comments. If you have a question or comment please press star one on your telephone touchpad. And our first question today comes from Victor Miller of Bear Stearns.

Q – Victor Miller

Actually, I will direct this to Rick, in terms of the last conference call you talked about how when ABC decided to move its format that that was kind of a gift to you in the circumstance, that was a big break to you in terms of the overall value what might - that what are your Disney deal might have meant to you, yet now we are seeing a very significant increase in costs in that marketplace. When you thought that a lot of a gift that was already been provided to you, maybe you could talk a little bit about what’s happening in Chicago? Second, could you update us on what you expect for, you know, most of the most important station probably is Orlando and then maybe just update us on what’s going on maybe the big baseball and what do you think will actually have an arbitration and will actually hear whether there is going to be a team in Washington by the end of this month? Thanks.

A - Jeffrey H. Smulyan

Rick you want to start?

A – Richard Cummings

Hi Victor. Yeah Chicago, we do definitely see some benefit already from, in fact I checked back, literally, the zone literally left the format a day before the Q2 earnings call. So we have had 90 to 80s without the zone in Chicago, and already we have seen Q1’01, which would be primary beneficiary, grow up about three quarters of the share point. I don’t think we have seen most of that yet I think we see some more of it when the fall book comes out. I think we see additional gain in the spring book but also arrange a pointing to us benefiting directly there. The reason cost is up is because we brought back Jonathon Brandmeier to the loop. And while the loop would benefit somewhat from the zone, the loop really is not going to be a major player again without our Morning Show, and Brandmeier is clearly the guy that takes that radio station back to we think Top 5 performance in the market but we could have waited until that was more convenient budget wise but we felt like from the strategic standpoint it was time to get Johnny B. back in Chicago and get him on the air as soon as possible so we did that about 60 days ago. We think that’s going to be a major part of the loop’s success in the next several years.

A - Jeffrey H. Smulyan

And, as to the remaining TV sales, discussions are ongoing, Victor I think because of Katrina and a few other factors, it has been a little slower but we are in discussions but our position is in, so we have something to announce, we have another new one out so we are just going to keep moving ahead and you know our plan is clearly to finish our TV divestitures, certainly in the near-term and we will just keep moving ahead, we are very focused on it. As the Major League Baseball, the process continues I can tell you discussions are ongoing and MLB has filed for arbitration to mediation. My sense is that discussions are continuing and I think they will reach a resolution in the fairly near-term, and that’s my sense. My sense is that it probably won’t go before the arbitration process. That is just based on being an observer and of course again baseball will not select any owner until that process is done. My sense is that it will be completed in the next 30 days but you never nothing.

Q – Victor Miller

Thanks Jeff.

Operator

Our next question comes from Leland Westerfield.

Q - Leland Westerfield

Just two questions, and the first actually relates to publications. I thought that it was slight upside to the revenue, I looked for it in the quarter and I wonder if you could add some color as to which maybe its categorically whether there is the originals of the magazines that we are performing and how they were doing in the quarter? And then secondly here in the February quarter, I am looking at the May quarter, in New York City we anniversary the year ago record event with regards to the Tsunami advertising withdrawals and so I guess I wanted to give some bit of color as to how New York cluster growth is proceeding as you enter the New Year?

A - Jeffrey H. Smulyan

I think couple of thoughts. No.1, our performance in the city and regional magazine business has been stellar, especially because of excellent performance of Texas monthly and the Los Angeles magazine. Both have really improved, if you want to get down to one specific area of luxury automobiles but really those magazines are doing such a great job of reflecting their community since I think you know its continuation of pattern of just our performance do a very very good job. As per New York I’ll take that one, it is a year as the second half of the year has unfolded we have seen Hot97 bounce back, that strong competition from the Clear Channel station but it has maintained its leadership eighteen thirty-four. Advertising revenue has come back, we expect the next fiscal year will be a very good year for Hot97, and coupled with consistent performance of CD1019 as well as a spectacular year at Kiss-FM where we went back to No. 12554 and went aboard. We feel good about the future in New York.

Q - Leland Westerfield

Okay thank you very much.

A - Jeffrey H. Smulyan

Thanks Lee.

Operator

Our next question comes from Laraine Mancini of Merrill Lynch.

Q - Laraine Mancini

A little bit of clarification in Chicago, I think some of the expense was marketing as well as the Morning Show so what can we expect to see after the fourth quarter when marketing stage is to retire as most of this expense by the Morning Show and we will see that continue for another couple of quarters? And then can you talk a bit about in the annual contracts and the current trends that you are seeing and how it suggest the radio business you know this coming year?

A - Jeffrey H. Smulyan

I don’t think you will see – I don’t think you will see additional ongoing marketing expense that is particularly dramatic in Chicago. We’ve spent some certainly in Q3 a little bit and plan on spending a little more in Q4 to make sure Chicago knows Jonathon Brandmeier make us return to the market, and I think that’s very very important. But I don’t expect that to be dramatic in quarters one and two of fiscal ’07. The expense of putting Brandmeier on the air, no question it has had some impact on our Q4 and a little bit on Q3. That’s an expensive Morning Show, but we also think that that show, an early indication and most of it is anecdotal, we have only got a little bit of ratings indication but that was positive but early indications are this, this is absolutely the right move for that radio station, that may and it was No.1 in Chicago from mid 80s to mid 90s on that station, and bringing him back appears to have been, we think early on anyway a great, great move. So I don’t think there is going to be dramatic additional marketing expense in the first two quarters of next year.

Q - Laraine Mancini

So do you think for the first two quarters in the next year, it could go down maybe 2 to 3% expense or do you think it is going to stay up towards the mid single-digit?

A - Jeffrey H. Smulyan

Well I will let Newc talk a little about that, but I think its probably going to be low single-digits. Newc your thoughts?

A - Dave Newcomer

Yeah it’s a little early to be talking about expense growth in the next year as we are still finalizing our strategic plans for next year but I would say that we are not looking at any abnormal type expense growth for next year, but its I would say at this point its early to make any comment.

Q - Laraine Mancini

Okay.

A - Richard Cummings

One other thing I would like to point out quickly is that Chicago is also seeing some pretty significant revenue increases already even though Brandmeier has not generated the ratings yet, just has returned, just his return has started to produce some of that, for example Q3 were up 16% in Chicago so you know I think that this is an investment that is we are very confident is going to pay off dramatically for us.

Q - Laraine Mancini

Right, and then in terms of the annuals and what the business looks like going into the early calendar year?

A - Richard Cummings

I checked last night before this call to look at national pacing and national pacing is basically right now for the first quarter of this coming year flat. But it is so early for us to make predications on this, I mean you know you look back 3 or 4 weeks ago, and it was up 10 or 12%. It could be up again 10 or 12% two weeks from now, so its really difficult to tell. I do know that we have some concern about some cancellations in Auto and yet even though Auto was not the primary category this particular quarter, it was down in some second pricing, I don’t recall that being happening anytime in the recent past where Auto was not the first No.1 category. Having said that it’s only down 5%. And I think we are pretty confident that when you look at this next quarter, Auto is going to be on top again. Its just a little difficult for us to say right now where this market is going to go, unless well I think would be in conscious of the guidance.

Q - Laraine Mancini

Okay great thank you.

Operator

Our next question comes from Jonathon Jacoby from Banc Of America Securities.

Q – Jonathon Jacoby

Hi good morning. Could you give some color on the fourth quarter radio guidance, do you still see out performance versus your market? Ricky touched a little bit on it in the last question. And also can you break that guidance domestic versus international, is there something going on there that we should know about? Thanks.

A - Richard Cummings

You know I do not think we will continue, I mean if you look back over the last 6, 7, 8 quarters we have consistently outperformed our markets by 2 to 3 points, almost every single quarter it is a couple of points again this quarter. We anticipate it will be a couple of points again next quarter. I don’t see anything on the horizon that changes that Jonathon, I think that’s going to continue to be where that is. Newc you wanted to talk for a minute about domestic versus international?

A - Dave Newcomer

Sure, yeah similar to the last quarter, our guidance for Q4 internationally and domestically are pretty close, they are pretty similar at this point.

Q – Jonathon Jacoby

Any reason that international had start to slowdown?

A - Dave Newcomer

I just think that you have got a couple of other markets that are you know reaching, I wouldn’t call it maturity but let’s say they continued their good markets but we had seen some outstanding growth out of it over the last year or two, and while we say that with regard to Hungary we had some other markets that are developing and you know we see good things down the road but I would say that probably because we have seen such great growth out of Hungary over the last year or so.

A - Jeffrey H. Smulyan

And I think we are probably being a little cautious on Slovakia and you know Belgium maybe but you know we would rather be a little cautious then.

Q – Jonathon Jacoby

And just one last follow up, international expense growth rate, is it going to be similar also?

A - Jeffrey H. Smulyan

Yeah I would say at this point its pretty similar.

Q – Jonathon Jacoby

Thank you.

Operator

Our next question comes from Michael Kupinski of A. G. Edwards.

Q – Michael Kupinski

Thanks I appreciate, thinking the question, well just pointing here the publishing business was a little stronger than expected, I was wondering what’s driving the growth there? And then Jeff I was just wondering if you can outline your plans for the HD formats, can you talk about the terms of the rollout particularly of the company’s plans, not can have the advertising on the HD radio format for up to 2 years, and just the terms of those types of rollout, if you can just explain that a little bit?

A - Jeffrey H. Smulyan

And Mike, I am going to let Rick talk about HD first.

A – Richard Cummings

HD I think we are really excited about as you know we are part of the alliance. The alliance was formed really for couple of reasons. One to promote the whole notion of HD radio and digital delivery of radio formats to consumers, then also to the auto industry. And second I think to coordinate the rollout of the HD radio, so we really have a robust offering. And if you think about it, the digital quality double the number of formats, its free, I mean there is very compelling things there. We look that – its going to take significant time, we got a lot of radios out there, why not put these formats on in a conversional freeway for at least a year, a year and a half so that we really give consumers some motivation to get out in the quarry of radios etc. We’ve got a long way to go with it but I think we are pretty excited about it, and we think that this is going to ultimately lead to tremendously more format offerings. You know how long that’s going to take, how that all shakes out is anybody’s guess but we have agreed that we are going to start to rollout these HD 2 formats over the next couple of months and our key markets I think about three quarters of our stations would be up in running in HD by the end of 2006, so we feel pretty good about this, got a long way to go but its an exciting time and if you look back at the history of this industry through all the technology challenge it has had, it has always found someway to reinvent itself. We think HD maybe part of that reinvention.

Q – Michael Kupinski

And a part of your expense guidance already reflected in the HD rollouts?

A – Richard Cummings

Yes.

Q – Michael Kupinski

You know on this publishing business?

A – Richard Cummings

I think the publishing business, you know some of it is cyclical, you know it shifts from quarter to quarter, but generally speaking then, city and regional magazines led by LA and Texas Monthly, really had a very nice year, you can see that in some of the advertising trends at local magazines, Houston has done well and we think we have you know four five of the best of them.

Q – Michael Kupinski

Okay, thank you.

Operator

Our next question comes from Mark Frankie (Ph) of Goldman Sachs.

Q – Mark Frankie

Good morning, first just a clarification. I think you said a nationals of stronger than local in the last quarter and then national’s currently flat, so should – assume that locals doing better than in fourth quarter than it was last quarter so you too wanted 2% revenue growth outlook for the fourth quarter?

A - Jeffrey H. Smulyan

I think that’s a fair assumption, Mark.

Q – Mark Frankie

Okay and then secondly I know its early but I was wondering if you are noticing any kind of impact in the marketplace from Clear Channel, finally anniversaring the inventory reduction?

A - Jeffrey H. Smulyan

Its too soon to tell but we think it will help overall the industry that, really too soon to tell that.

Q – Mark Frankie

Okay and you hadn’t noticed I guess somewhat more specifically, and that shift in 60s versus 30s for them. I thought you are going back to something more 60s against here anything.

A – Richard Cummings

We don’t, we have really not seen, I mean we have seen some increased demand certainly for 30s and we have start to set our policies is going to provide advertisers whatever they want whether its 10s or 30s or 60s whatever works for them, and in an effective way, that’s what we will do. We have not made a conscious effort to push, there is no certainly we provide them up a little bit but nothing I don’t think dramatic, and I’ll also just to clarify national. I think most of the reason the national was up so dramatically 14% for us in the Q3, and it was near double-digit in Q2 is more the performance of our group of stations, and our maximum sales effort and our rep firm and really the national marketplace. National marketplace is still up only just a few points this quarter. So its really been more a case of our group performing well than it has been national you know, it performing in general in a great way.

Q – Mark Frankie

Okay great thank you.

Operator

Our next question comes from Marci Ryvicker of Wachovia.

Q – Marci Ryvicker

Hi, good morning. Jeff your tone is less optimistic than its usually been, and I am wondering if there is something going out in the radio industry, in your markets if I miss that would also explain the decline in growth in your radio division from 4% in Q3 to 15% in Q4? And then I am also wondering what your thoughts are on in ABC sale occurring this year, do you think it will happen or not?

A – Richard Cummings

Well Marci couple of caveats, one I maybe kind of little down, I am finishing the flu and of course the rose balsam pilgrims for me is a little bit tougher than any brother people. You know, this has been a tough run for radio, I think you know that we see some signs, one of the things that I think in my heart of hearts is that all the loop will over you know, satellite radio is finally starting to die down. I think Howard Stern has done a serious bit of – a job of marketing themselves, every time I turned on TV the last week or picked up a newspaper or magazine, it was Howard Stern. But the reality is I had said before, nobody has ever made money in pay radio and they have got a long way to go if you know. And I think people have finally started to put their calculators to work on that. But clearly we have a job to do, and I think the HD Alliance led by Clear Channel and Infinity and the rest of us has been, you know, a watershed event along with our industry marketing, and I do believe this industry is better than 1 or 2%. On the other hand, until we go out and do it, you know, Wall Street’s not going to take notice as they should not. So we understand that, and we are certainly are on to a robust start this year, there is no doubt and the last quarter was a little disappointing, you know we gave our guidance. It was right before October and the October month was horrible, it was down 7 as an industry. November-December were a bit better, but clearly this industry needs to bounce back, and I think we are all doing some proactive things that they will make it sell. But until it happens, you know its not, you know until we released those numbers, you know we are not going to get the credit that I think the industry ultimately will deserve. As far as ABC Radio, you know those talks are ongoing with others, we have said we are not in that process, I would assume that it will be sold this year but I just don’t know, that process is going on for so long on so many different parties and that’s really is not something that we are engaged in at this point.

Q – Marci Ryvicker

Great thank you and I hope you feel better.

A – Richard Cummings

Hey thanks Marci.

Kate Snedeker, Media & Investor Relations

We have time for one last question.

Operator

Our next question comes from Bishop Cheen from Wachovia.

Q – Bishop Cheen

I think Jeff in days, you don’t sound bad for a guy with the rose balsam.

A – Richard Cummings

Hey thanks, thanks Bish, and wondering why wasn’t that bad.

A - Jeffrey H. Smulyan

I am very proud of all our My School and Texas and it was a pleasant game.

Q – Bishop Cheen

Once you get your leopards down, the TV divestitures are behind you. In looking at growth and acquisitions, what would you like to expand with, where do you take unless if its not the ABC, which apparently its not.

A - Jeffrey H. Smulyan

Well Bish I think we have said we are going to – we want, you know the thing that I have found with this company is its an extraordinary group of people who always managed to outperform and we want to find areas where we can grow. I know was in, people questioned the baseball investment that there is a thing if that happens, there is some things here we see that has some interesting broke around the baseball organization. We are going to continue towering for opportunities, and well we think we can grow beyond our recent past. Those are the types of investment we will make, and you know whether it’s a domestic radio or international radio or whether its in baseball or whether its in more publishing, we just we believe that we are very good at operating businesses. And now I want to put our skills to work in areas that grow disproportionately. That is the goal of this company, its time for us to create some dye.

Q – Bishop Cheen

Did you see any burning pressure in calendar 2006 to make the acquisitions, do you have any kind of timetable?

A - Jeffrey H. Smulyan

No, I think we are just going to – we are going to do what we think makes the most sense. And I think the difference is that we will look at it more from a long-term maybe perspective than some will look at and say you know what about this quarter, we always focus on our quarters. I think our quarters you know stack up very favorably with other people but what we really want to do is create some long-term value and people who are going to be with us for the long-term hopefully will be rewarded.

Q – Bishop Cheen

Okay, 35 minutes and not one word about colts?

A - Jeffrey H. Smulyan

No we – we will be able to hopefully talk about that in our next conference call.

Q – Bishop Cheen

All right, thank you Jeff.

A - Jeffrey H. Smulyan

Thanks

Kate Snedeker, Media & Investor Relations

Before just closing comments, just a reminder that a replay will be available until next Monday at 203-369-0900. Jeff.

Jeffrey H. Smulyan, Chairman & CEO

Hey thanks and thank everybody, I want to thank everybody for being here today. Again I really take great pride in the fact that our people stack up as well as anybody. They always have and I think they always will, I think we are in an industry especially radio that’s been challenged but we managed to perform well. And we think that in the coming years there is some exciting things happening and we will have a balance sheet that will allow us to move in different directions and we just have to see what those are. I can’t tell you what that will be right now but we are just going to keep moving forward. And again thank all of our people for making that possible.

Kate Snedeker, Media & Investor Relations

Thank you.

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Source: Emmis Communications Q3 2006 Earnings Conference Call Transcript (EMMS)
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