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Executives

Jeffrey H. Smulyan - Chairman of the Board, President and Chief Executive Officer

Patrick Walsh – Chief Financial Officer & Treasurer

Analysts

Victor Miller – Bear Stearns & Co.

Lee Westerfield – BMO Capital Market

Jonathan Jacoby – Banc of America Securities

Marci Ryvicker – Wachovia Securities

James Dix – Deutsche Bank

EMMIS Communications Corporation (EMMS) F3Q07 Earnings Call January 9, 2008 8:30 AM ET

Operator

Welcome to EMMIS third quarter earnings call. Your lines will be on a listen only mode until the question and answer segment of the call today. This call is being recorded, if you do have any objections you may disconnect at this time. I would now like to turn the call over to Kate at EMMIS Communications. Thank you Ma’am, you may begin.

Kate – Manager of Finance and Investor Relations

Thanks Hope, good morning and thank you for joining us today for EMMIS Communications conference call regarding third quarter earnings. I want to extend a special welcome to all EMMIS employees who are joining us and listening in this morning, and those of you listening in on our website www.EMMIS.com. We will begin in just a moment with opening comments from our chairman and CEO Jeff Smulyan and Pat Walsh, CFO. After their opening comments our conference call moderator will come back on the line to instruct you on how to submit questions.

As many of you know, Rick Cummings, President of EMMIS Radio usually joins our calls and help answer your questions. He isn’t with us today because his mother passed away, and our thoughts are with Rick and his family.

Playback of the call will be available for the next week by dialing 203-369-3135 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 filing with the SEC for more information on the various risks and uncertainties, additional disclosures, related to non GAAP financial measures can be found under the investors tab of our website at www.EMMIS.com.

Jeffrey H. Smulyan

I along with Kate want to extend our condolences to Rick and his family. For that reason, since we have a funeral to attend we’re probably going to keep today’s call shorter than normal.

We are always viewed as the canary in the coal mine and I was driving in this morning thinking well maybe this is the perspective from the very bottom of the shaft. But having said that, there is been so much written about the challenging times that maybe I am surprisingly upbeat today. I am upbeat for a few reasons. As we enter a new year we see some very encouraging things with EMMIS. We know that the backdrop of industry performance have not been good and yet we think 2008 will be a better year for the industry. We think specifically it will be better for us in this quarter our markets on a local basis and an overall basis, with the exception of KMDN which we discussed, our performance has beaten our markets.

We’ve especially seen a really remarkable turnaround in our sales effort in New York and I want to commend Alex Cameron and her team for the job they have done in turning around their sales performance in New York it’s really been very encouraging. Beyond that we feel good about ratings we had our first rounds of ratings yesterday in 1834 HOT went back to number one and in 2554 KISS again is one of the top four players. We feel very, very good about the first round of ratings. We feel strategically the company is in good shape, better shape than it’s been in a while from a sales standpoint and we think coming back on a ratings stance.

Beyond that there are some other big highlights, our publishing group has continued to do very well, again beating expectations and consistently putting out not only great product but very good sales and SOI results. Our international group has had a remarkable quarter and that’s a continuation of what we’ve done. 30% overall up [Schlagger] our network in Hungary which had its best ratings ever and now doubled its nearest national competitor is up 20%, our properties in Belgium are up 20%, we are up over 30% in Slovakia and up over 100% in Bulgaria, which is our newest international outpost, so we feel very good there.

We enter 2008 with an interactive group which most people believe is the most adept in our industry and we will make some major announcement about clients that we will be bringing on and the ground breaking efforts that our interactive group have created we think justify the confidence and the allocation of resources that we’ve committed to them in the last few years.

So from a company standpoint I am encouraged, I know this is the worst point in the history of the industry. I am reminded of my friend Jim Boyle who always says, “Have you hit the bottom?” I think this is probably the bottom. There is an invigoration in our industry that I want to comment on. So much has been written about PPM and the questions, and we’ve made our position known. But, I think there is something that no one has focused on, we had a radio station, not ours a competitors, did a 6 million cume in New York city, Jerry Lee station had a gigantic cume in Philadelphia, all of us are seeing remarkable new listeners that nobody thought we had. I am going to quote David Field, I think David sums up the whole PPM debate, “If the New York Times announced that they had 3 million more readers in NY City that they have just found we would be having a parade down 5th avenue. We have announced 4 to 5 million more cumulative listeners in New York City through PPM and everybody is saying, ‘Well radio it’s really got trouble.’” It sort of if times announce with the new cume readers pages per reader was down five pages but the cume was way up, everyone would focus on the cume story. Yes time spent listening is down, but the cume story demonstrates the remarkable ability of this industry to reach people where they live and I think we’ve lost that and I think you’re going to see this year finally, a reinvigorated industry highlighting that point. I also think as an industry that you’re going to see a major national sales effort on behalf of this industry that will be unprescident and I think finally, we’ll starting moving the needle back to a positive point. While I know everybody is beaten up on radio, our company and everybody else. I think 2008 really has a chance to be a better year.

With that I will turn it over to Pat Walsh.

Patrick Walsh

Good morning everyone. I want to join Jeff and our entire team on letting Rick know that he and his family are in our thoughts during this difficult time. Our third fiscal quarter ended November 30th. Our diluted net loss from continuing operations was $0.22 per share compared to a $0.09 per share loss in the prior year. The increased operating loss was primarily contributable to a $15.3 million one time non-cash contract termination fee recorded during the period related to our recent change in national representation firms. Absent this one time non-cash charge, net income from continuing operations would have slight exceeded first call’s estimates.

Net revenues for the fiscal third quarter were $91.7 million a .5% increase compared to the third quarter fiscal year 07. As has been the case in recent quarters, weakness in our domestic operations was offset by strong growth in our international radio and publishing operations. Radio revenues for the third quarter were $64.6 million down 3.2% compared to the prior year. Domestic radio net revenues were off 7% during the quarter while our markets were down 5.8%. Our revenue challenges continue to be most pronounced in our largest markets: New York, Los Angeles, and Chicago.

In New York third quarter FY08 revenues were down 11% while the market was down 5%. Our Los Angeles clusters’ revenues were down 9%, while market was off 7%. Our Chicago down 13% in a market off 6%. To finish off our various clusters our Indianapolis market was off 17% in a market down 12%. Austin was down 1% in a market up 4%, and St. Louis beat it’s market although under very challenging conditions with our cluster down 10% with a market down 12%.

Our international radio division continued its string of strong quarters with revenues in the third quarter 08 up 30% over the prior year. Each of our country operations exhibited double digit growth during the quarter [inaudible] by strong local market growth in Slovakia and Bulgaria and the continued weakness in the US dollar. Approximately 60% of our growth is attributable to strong foreign currencies relative to the dollar.

Publishing net revenue during the third quarter were up 5% on a pro forma basis, as performance improved at most of our publications including Los Angeles, our newly acquired Orange Coast, Atlanta, Cincinnati, Tu Ciudad and our crafting publication country sampler. We are guiding fourth quarter FY08 radio net revenues to be in line with revenues during the fourth quarter of FY07. This guidance includes our domestic and international operations and certain national revenue performance guarantees in our new national sales representation agreement with CAT.

At this time we cannot reasonably estimate the exact amount, if any, of the national revenue guarantees. For competitive reasons we do not plan to disclose the exact threshold of national performance guarantees included in the new rep agreement. The exact amount of any guarantees received from our national rep firm will be recorded and disclosed when such amounts are probable and reasonably estimatible. Revenue performance guarantees in our 10 year agreement only relates to national revenues for FY08 and FY09. Absent the national performance guarantees, as was the case in the third quarter, we anticipate that fourth quarter FY08 domestic radio revenues will exhibit a similar decrease to our market. Something of the order of mid single digit.

Some additional insight into our third quarter domestic radio performance. Our underperformance in the third quarter was both on a local and national level. Locally our stations were done 8% while our markets were off 6%. Our national performance was more challenging with national revenues down 26% while our markets were off 12%. This underperformance was in some measure related to the process of transitioning national representation firms. As we expected, we’ve begun to see our national performance improve relative to our market recently as our new rep firm has its first full quarter of operating with our stations.

In terms of category performance, as was the case in the third quarter of 07, our single largest category this quarter was media comprising 11% of total revenues. Automotive represented 10% of our third quarter business. Both automotive and media were down double digits, as were other top 10 categories: movie, cellular, and beverages. Restaurants, retail, and healthcare exhibited more modest single digit declines. Financials and entertainment were the only top 10 categories in positive territory. For the third quarter sell out was up 4%, and average unit rate down 14%.

Turning our attention to expenses, total operating expenses increased 7% during the quarter attributable to three principal factors: on, the planned expansion of EMMIS Interactive; second, increased sales promotional costs and a weak dollar impacting international expenses; and third a 9% increase in publishing expenses attributable principally to the Orange Coast acquisition.

Absent the EMMIS Interactive expansions, spend during the quarter for domestic radio expenses was in line with third quarter of FY 07. As outlined during our last quarterly call, we expect expense growth to moderate in the fourth quarter, and are guiding low single digit growth during the fourth quarter. Corporate expenses decreased 42% during the fourth quarter as a result of the company’s ongoing corporate cost cutting initiatives and the absence of expenses related to the company’s dividend during the prior year. On the balance sheet on November 30 we had $449 million outstanding under our credit facility. Our leverage ratio was defined in that facility was 6.1 times trailing twelve month cash flow. Our weighted average cost of debt was 7.03%.

As most of you know, our leverage and fixed charge coverage ratios become more restrictive at the end of the first quarter of FY09. Based on current internal operating projections, we are confident while that our cushion will narrow considerably we will remain in compliance with these covenants. However, to the extent operating conditions deteriorate further, we are fully aware of a number of remedies to address the situation.

One M&A matter of note, subsequent to the quarter end we purchased our third Bulgarian radio network, Info Radio for $8.8 million. We are excited to add Info Radio to Radio Fresh and FM Plus to build out our presence in this rapidly growing eastern European radio market.

Two final housekeeping items before we move on to Q&A. We continue to actively market the sale of our lone remaining TV station WVUE in New Orleans. We continue to market this station and are impressed that the results of the station continue to improve. We continue to report the station’s improved results in discontinued operations and expect to sell the station within the next three to 12 months. However, to the extent we are unable to sell the station before reporting fourth quarter earnings we will likely reevaluate whether we reclassify WVUE back into continuing operations. Secondly, we continue to guide cap ex for the full fiscal year in the $7 to $8 million range.

With that I will turn it back for any brief Q&A.

Question-and-Answer Session

Operator

(Operator Instructions) Our first question is from Victor Miller. You may ask your question.

Victor Miller – Bear Stearns & Co.

On national advertising the large market versus the smaller market gap seems to be widening pretty substantially in terms of performance national not being as healthy in the large market. Do you think Jeff this from the number of alternatives in those markets or is money starting to go more into the radio network business? Or are you just seeing the rates coming down more because everyone can just wait for the last minute and then panic sets in and you can be very aggressive for the advertiser on the rate side.

Jeffrey H. Smulyan

I think it’s all of the above. I’ve said, we as an industry has lost our cache. The thing that is most frustrating and I’ve talked about eastern Europe and Paul Fiddick and I were comparing consumption levels and consumptions levels of radio in eastern Europe are actually less than they are here. You see that again, validation of the consumption levels with the staggering PPM numbers. The perception is radio is yesterday’s news and I think a lot of advertisers has said, “Well if radio is yesterday’s news let me allocate dollars.” I think the reason is so much better in small markets is because this is an industry that makes the cash register ring. And, I don’t dare what perception is on Madison Avenue when you’re in Bismarck, North Dakota and you’re an auto dealer and your radio spots keep getting you results, you keep doing it and I think that’s been the strange dichotomy between large and small markets. I think we have to point out to major national advertisers and I think that’s what we’re going to do, that this is a very vibrant medium. We have lost that battle.

Victor Miller – Bear Stearns & Co.

The second question obviously you spent Between Bulgaria and Orange Coast about $17 million. Why have you decided to use capital there instead of really reinvigorating that share repurchase and only doing 400,000 shares in the quarter when that seems to be also important element on your value creation.

Jeffrey H. Smulyan

There are tradeoffs Vic and what we’ve said is we want to go to areas where we can grow disproportionately. And you’re right probable the best place to grow disproportionably is buying our own shares back. But we also feel that when there’re opportunities - in both those situations Bulgaria rounded out our existing stations and it was a case where we thought 1 + 2 equals more than three. By adding the third station in Bulgaria it made a big difference to our two existing stations. The same with Orange Coast, where Orange Coast makes us much stronger with Los Angeles Magazine, those were unique. But clearly we’re going to allocate capital. We’re very, very protective of our capital. We’re going to allocate where we absolutely think there is a better rate of return than buying back shares.

Operator

LeeWesterfield with BMO Capital Management. You may ask your question.

Lee Westerfield – BMO Capital Market

Two questions - the first the publishing group, if you can walk through what looked to my eyes that you had an upside to the revenues in the quarter. I just wanted to see if you could break that out across the various publications? Secondly, and I’m just trying to reconciling some of the comments here to understand the domestic radio business out performance versus markets. You were kind and you went through your market by market year performance versus the market as a whole. But, how do we reconcile the idea that excluding KMBN and Los Angeles you would have out performed your markets?

Jeffrey H. Smulyan

The big difference was national and I think you’ll find even if you just exclude KMBN with our markets that we actually local and national, but I believe we would have exceeded our markets slightly. Clearly on a local basis, even excluding KMBN there will be a pretty nice out performance. But, national is what skews everything. Our national markets are down I think 11 or 12 points and we were down 26 for the quarter. That’s a gigantic difference.

Patrick Walsh

Lee I think we’re so skewed towards the large market that if you poll the challenging performance of moving out we do have some stations that actually beat their markets. In particular POWER in Los Angeles had a strong quarter. So, it’s difficult I know to kind of tease out how could you have been within a point when we’ve just rattled off all of those underperformance stats but the math actually works. If you pull moving out we actually would have been in line with the market.

Lee Westerfield – BMO Capital Market

So that’s and indication of how profound KMBN is a factor in your performance. So, we can take that as a guide [inaudible].

Patrick Walsh

I think that’s a fair point.

Lee Westerfield – BMO Capital Market

Then on the publications?

Lee Westerfield – BMO Capital Market

Jeffrey H. Smulyan

It’s kind of frankly across the board performance during the quarter it’s no specific publication. Several of the publications are having particularly strong years. Los Angeles has had a big year. Since we’ve acquired Orange Coast they’ve done very, very well which has made us that much more excited about the acquisition. The folks at Country Sampler, our crafting magazine has build that back and we continue to grow Tu Cuidad our English language magazine targeting affluent Hispanics. All of those are kind of growing and has been kind of an across the board growth for that. It’s not any spike in any particular publication that caused the favorable third quarter result.

Operator

Our next question is from Jonathan Jacoby with Banc of America. You may ask your question.

Jonathan Jacoby – Banc of America Securities

Just a few questions. Jeff what’s going on with the inventory, pricing is down dramatically and now it sounds like inventory is going up. It’s almost like a reverse of less is more and actually that makes me a bit concerned as I look at the industry. The second question is and you touched on it with the PPM, I’m curious how your ratings have looked recently? How they look? What you think might happen? Obviously the advertisers are looking at AQH and that’s sort of the key issue and I understand your point trying to move the industry and the ad community more towards reach than frequency. But that probably can take some time. The, the last question to Pat, what was the growth on a same currency basis for your international group in the quarter?

Jeffrey H. Smulyan

Number one obviously, demand is the entire issue with this industry, it suffers from a lack of demand. It’s why we’ve taken the position we have with experiments with Google. It’s why we feel strongly that we need to do a number of things. It ties into the PPM question. We need to regain the trust of the major national advertisers and if we do that and if we induce more advertisers to come into this industry you will solve your demand problem. You’re not going to solve it any other way. As far as PPM it’s more of the same. It’s interesting, we don’t have official PPM numbers now in New York, they’ve been pull back. What we’re seeing is generally we’ve probably done better at KISS than we expected especially during our competition with BLS and worse at HOT. But it’s too early, the samples aren’t ready yet so we’re in need of a number of months to see exactly what it means. We’ve done a little better than expected at KISS, a little worse than expected at HOT and QCD is about the same.

But, PPM is really a different question Jonathan, and the question is the advertisers have raised is that, “We don’t believe in the diary system. We want modern methodology and we are not buying into your industry because of your methodology.” And, I think that’s again the thing that is lost. When the spin of an industry is negative, everything is sort of spun a negative way. The most important things is that advertisers has said, “Give us a credible measurement system and we will buy your industry more.” They made the leap in television from diary to meters, and there was the same exact AQH cume issue. So our challenge is we absolutely have to be advertiser friendly. That’s what we have to do as an industry.

Patrick Walsh

John, on Internationals, I mentioned in the narrative about 60% of the 30% growth rate was attributable to the weak dollar. So, the other 40% percent kind of in the low teens would be same station growth. That’s concentrated in Slovakia and Bulgaria which are growing very quickly. Our growth had slowed considerably in Hungary where that economy there has weakened. But, that’s kind of where international comes up.

Jonathan Jacoby – Banc of America Securities

Just one follow up, obviously I guess the good news is the company is now performing in line with the industry and that is a really nice turn around as we start 08. You indicated sort of you have several options in case things weaken - sounds like on the industry level relative to your expectations to your bank, to your debt. Can you give us some idea what those options are that you could do to help out in a worst case scenario?

Jeffrey H. Smulyan

Probably not on this call. We have a whole list of things we might do but I think we’d probably rather not.

Patrick Walsh

There’s a host of things and you guys are all writing about them. So, I think you guys know what they are.

Jonathan Jacoby – Banc of America Securities

I think the question that some people may ask is why not go ahead with it even if things don’t weaken and unlock that value?

Jeffrey H. Smulyan

Again Jonathan that’s longer debate that we probably won’t have on an earnings call. Exactly what the value is, what the opportunities are. I know a lot of people are speculating, including you, on values. Maybe if you give me a check on some of the value ideas you have and I’ll cash it and swap it for you.

Operator

Marci Ryvicker with Wachovia Securities. You may ask your question.

Marci Ryvicker – Wachovia Securities

I have two questions. Jeff you mentioned the interactive division and its doing very well. Can you talk about how much this is contributing to revenue and expenses in the quarter and going forward? And secondly, are there any other assets you’re actively looking to purchase outside of domestic radio at this time?

Jeffrey H. Smulyan

I’ll take the first one and I’ll give Pat the second one. We’re always evaluating things Marci. Obviously at a time when capital is very constrained plus our balance sheet issue there has to be a compelling reason to do that. So, I would say you never say never. It’s not likely we’re looking at a lot of things but, I don’t want to close the door to the possibility that something might be compelling. Just like solving an issue for us in Bulgaria was important and tucking in Orange Coast was important. But, generally speaking we’re not aggressively looking.

Patrick Walsh

Our interactive group continues to grow. I think we’ve reported in conferences that that team will do about $9 million in revenue this year. We expect that number to grow rapidly next year as we begin offering their services to other clients outside of EMMIS. Historically that group has been profitable and cash flow positive as we’ve invested capital and operation dollars to scale their operation to serve others. That’s not the case this year. They’re actually burning some cash. We haven’t broken that out and don’t plan to until that operation scales to some more degree. But, we think strong growth will continue both within EMMIS where there’s no reason that group can’t continue to grow on 20% per annum. And then, pretty explosive growth in services offered to other third parties outside of EMMIS.

Operator

James Dix with Deutsche Bank you may ask your question.

James Dix – Deutsche Bank

Just in terms of the outlook for the calendar year 08 do you see any reasons for your large markets just setting aside your specific station cluster issues to either diverge positively or negatively from the industry? I’m talking specifically about New York, Chicago, Los Angeles. Secondly, you gave some operating expense guidance Pat for the final fiscal quarter of 08. Is that a reasonable number to pencil in for the rest of the calendar year 08? Kind of low single digits or are there some one time things we should be thinking about.

Patrick Walsh

Let me knock that out and then we can give you some thoughts on the overall market. Where, as you guys know, with the 229 fiscal year end we’re in the stages of kind of finalizing our operating budgets at this stage and I’m not really in a position I think yet to provide full year expense guidance. But, we should be in a better position during the next quarterly call to talk a little bit about next fiscal year’s guidance.

Jeffrey H. Smulyan

As far as the markets obviously we’re going to be constrained by whatever those markets do and yet my sense is considering we’ve had really a couple of tough years we probably I think more optimistic this year because of the sales turnaround in New York, because of the latest rating trends, because of some things that we see in Chicago might be a little encouraging for us. Our big question is moving whether we can make something happen there. I think I’m a little bit more optimistic we’ll outperform the market this year in those markets largely because it’s a bounce back effect. But, again, we’re in the 8th of January and it’s a little tough to know what exactly all of that means.

Kate – Manager of Finance and Investor Relations

Before closing comments I just wanted to say a replay of the call will be available until next Wednesday by calling 203-369-3135 or by visiting our website.

Jeffrey H. Smulyan

Thanks Kate and I want to thank all of our people again. This has been probably the most challenging time any of us have seen in the radio businesses certainly since the early 90s maybe even in the last 35 years. The industry has been beaten up by every conceivable corner of the universe. I think this is going to be the year where we start to turn things around. I don’t think there’s going to be any miracles but I do have some reasons for optimism. The remarkable impact and reach of this medium I think will help us and propel us and will lead to some finally positive news. But, I know how challenging it’s been for our people and I know how challenging it’s been for others in the industry and our goal is to finally see some upwards movement and really bring this terrific medium back to the position where we do believe it belongs. Thank you all.

Operator

This does conclude today’s conference. Thank you.

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