-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D1MrxC3PfeHyCgsQpsn8i8xtmYtV1cMggGEbblSSnsZ5Fn91fBRo6PvqWdGQyqhf AsLmdbDWDj3qV/VsLGvqIw== 0000950137-05-008316.txt : 20050701 0000950137-05-008316.hdr.sgml : 20050701 20050701122836 ACCESSION NUMBER: 0000950137-05-008316 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050628 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMMIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000783005 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 351542018 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23264 FILM NUMBER: 05931553 BUSINESS ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE SUITE 700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 BUSINESS PHONE: 3172660100 MAIL ADDRESS: STREET 1: ONE EMMIS PLAZA STREET 2: 40 MONUMENT CIRCLE #700 CITY: INDIANAPOLIS STATE: IN ZIP: 46204 FORMER COMPANY: FORMER CONFORMED NAME: EMMIS BROADCASTING CORPORATION DATE OF NAME CHANGE: 19920703 8-K 1 c96430e8vk.htm CURRENT REPORT e8vk
 

 
 

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): June 28, 2005

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))

 
 

1


 

ITEM 2.02. Results of Operations and Financial Condition

On June 28, 2005, Emmis Communications Corporation (the “Company”) issued a press release and held a conference call discussing its results of operations and financial condition as of and for the fiscal quarter ended May 31, 2005.

A copy of the press release is attached as Exhibit 99.1 and incorporated in this item by reference. A transcript of the conference call is attached as Exhibit 99.2 and incorporated in this item by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

         
  EXHIBIT #   DESCRIPTION  
 
 
99.1
  Press release dated June 28, 2005.
 
 
99.2
  Transcript of June 28, 2005 conference call  

2


 

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: July 1, 2005  By:   /s/  J. Scott Enright    
          J. Scott Enright, Vice President,   
         Associate General Counsel and Secretary   
 

3

EX-99.1 2 c96430exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1

     
(EMMIS LOGO)
  A conference call regarding this earnings release is scheduled for
9 a.m. Eastern, Tuesday, June 28, 2005. Dial in at 1.517.623.4891 or
listen online at
www.emmis.com
 
Contacts:
Walter Berger, EVP & CFO
Kate Snedeker, Media & Investor Relations
317.266.0100

For Immediate Release
Tuesday, June 28, 2005

Emmis Communications Reports 1st Quarter Results
Active quarter led by increases in net revenues;
Emmis domestic radio markets up 1.7% while Emmis domestic radio up 5.3%

Indianapolis...Emmis Communications Corporation (NASDAQ: EMMS) today announced results for its first fiscal quarter ended May 31, 2005.

For the first fiscal quarter, reported net revenue was $161.8 million, compared to $153.0 million for the same quarter of the prior year, an increase of 6%. On a pro forma basis, net revenue for the quarter was $162.7 million, compared to $157.5 million for the same quarter of the prior year, an increase of 3%. Diluted net income per common share was $0.14, compared to a loss of ($1.36) for the same quarter of the prior year. The first quarter of the prior year included a loss on debt extinguishment of $97 million.

“Exploring strategic alternatives for our television group and buying back stock are designed to give Emmis more flexibility to grow as opportunities become available in our core areas,” Emmis Chairman and CEO Jeff Smulyan said. “With the activity of the quarter and the continuing competitive challenges, the focus shown by the Emmis team lays the groundwork for another successful year.”

For the first quarter, reported radio net revenues increased 13%, while pro forma radio net revenues (including WLUP-FM and the Emmis radio network in Slovakia) increased 7%. Television net revenues decreased 3% and publishing net revenues increased 12%.

For the first quarter, operating income was $36.7 million, compared to $34.7 million for the same quarter of the prior year. Emmis’ station operating income for the first quarter was $59.3 million, compared to $60.5 million for the same quarter of the prior year.

Emmis has included supplemental pro forma net revenues, station operating expenses excluding non-cash compensation and certain other financial data on its website, www.emmis.com. This information, which includes all consummated station acquisitions and dispositions, can be found under the “Investors” tab.

Under the terms of Emmis Operating Company’s senior bank credit facility, Emmis Communications Corporation total consolidated debt-to-EBITDA leverage was 6.0x as of May 31, 2005, down from 6.9x a year ago.

International radio net revenues and station operating expenses for the quarter ended May 31, 2005 were $4.5 million and $3.8 million, respectively.

-more-


 

Add One/Emmis

During the first quarter, Emmis announced a “Dutch Auction” tender offer, in which Emmis offered to purchase for cash up to 20,250,000 shares of its Class A common stock at a price per share not less than $17.25 and not greater than $19.75. At closing, Emmis accepted for purchase 20,250,000 Class A shares at a purchase price of $19.50 per share, for a total cost of $394.9 million. The Class A shares accepted for purchase represent approximately 83.42% of the shares properly tendered at that price and approximately 38.98% of Emmis’ 51,955,872 Class A shares issued and outstanding as of June 13, 2005. As a result of the completion of the tender offer, immediately following payment for the tendered Class A shares, Emmis expects that approximately 31,769,105 Class A shares are currently issued and outstanding.

On May 10, Emmis announced it was seeking strategic alternatives for its 16-station Television Division. Emmis has engaged the Blackstone Group to facilitate this process. Confidential information memorandums have been sent to interested parties, and the process will continue in an orderly fashion.

Also during the first quarter, the company finalized its acquisition of D.EXPRES, a.s., a Slovakian company that owns and operates Rádio Expres, a national radio network in Slovakia, one of the world’s fastest growing economies. The purchase price was approximately $12.6 million, and the acquisition closed on March 10, 2005.

Subsequent to the quarter end, the company announced its issuance of $350 million of floating rate senior notes in a Rule 144A offering. The offering closed on June 21, 2005. Emmis used the proceeds from the offering of the floating rate senior notes, together with the proceeds of other indebtedness, (i) to repurchase a portion of its outstanding shares of Class A common stock pursuant to its Dutch Auction tender offer, (ii) to repay or refinance indebtedness and (iii) to pay fees and expenses relating to these and related transactions. It also may purchase shares of its Class A common stock in open market transactions.

On March 1, 2005, Emmis granted approximately 250,000 shares of restricted stock to certain of its employees in lieu of stock options, which significantly reduced the Company’s annual stock option grant. Although Emmis does not expect to begin expensing stock options until at least March 1, 2006 (pursuant to SFAS No. 123R), it expenses the value of these restricted stock grants over their applicable vesting period, which ranges from 2 to 3 years. Noncash compensation expense associated with these grants in the quarter ended May 31, 2005 was $0.5 million and is included in the corporate segment in the allocation of noncash compensation expense. The Company expects the expense associated with these restricted stock grants to be approximately $2.0 million in fiscal 2006.

Pro forma calculations assume the following events all had occurred on March 1, 2004: (a) the acquisition of WLUP-FM in Chicago in January 2005 and (b) the acquisition of a radio network in Slovakia in March 2005.

The following table reconciles reported results to pro forma results (dollars in thousands):

                         
    3 months ended May 31,     %  
    2005     2004     Change  
Radio
                       
Reported net revenues
  $ 75,100     $ 66,710       13 %
Plus: Revenues from assets acquired
    882       4,475          
Less: net revenues from assets disposed
                   
 
                   
Pro forma net revenues
  $ 75,982     $ 71,185       7 %
 
                   

-more-


 

Add Two/Emmis

                         
Television
                       
Reported net revenues
  $ 66,572     $ 68,434       -3 %
Plus: Revenues from assets acquired
                   
Less: net revenues from assets disposed
                   
 
                 
Pro forma net revenues
  $ 66,572     $ 68,434       -3 %
 
                 
Publishing
                       
Reported net revenues
  $ 20,102     $ 17,895       12 %
Plus: Revenues from assets acquired
                   
Less: net revenues from assets disposed
                   
Pro forma net revenues
  $ 20,102     $ 17,895       12 %
 
                 
Total Company
                       
Reported net revenues
  $ 161,774     $ 153,039       6 %
Plus: Revenues from assets acquired
    882       4,475          
Less: Revenues from assets disposed
                   
 
                 
Pro forma net revenues
  $ 162,656     $ 157,514       3 %
 
                 
         
Guidance Table      
(Dollars in millions)      
2nd Quarter Guidance   Quarter ended 8/31/05  
Net Revenues:
       
Domestic Radio
  $ 79.5  
International Radio
    8.0  
 
     
Total Radio
    87.5  
Television
    60.3  
Publishing
    22.0  
 
     
Total net revenues
  $ 169.8  
 
Station Operating Expenses, excluding non-cash compensation:
       
Domestic Radio (a) (b)
  $ 42.4  
Foreign Radio
    5.5  
 
     
Total Radio
    47.9  
Television
    40.3  
Publishing
    20.4  
 
     
Total station operating expenses, excluding non-cash comp
  $ 108.6  
 
Corporate Expenses
  $ 7.1  

(a)   Quarter ended Aug. 31, 2004 included a concert in L.A. with $1.6 million of net revenues and $0.4 million of expenses, which will not occur in the quarter ending Aug. 31, 2005.
 
(b)   Guidance for the quarter ending Aug. 31, 2005 includes incremental expense associated with various legal matters.

The above domestic radio net revenue guidance implies pro forma growth of 4% in Q2. Prior year pro forma results are available on the Company’s website.

-more-


 

Add Three/Emmis

Emmis will host a conference call regarding this information on Tuesday, June 28 at 9 a.m. Eastern at 1.517.623.4891, with a replay available until Tuesday, July 5 at 1.203.369.3449. Listen online by visiting www.emmis.com.

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. 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 non-cash compensation.

Emmis Communications – Great Media, Great People, Great Service®
Emmis is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis owns 23 FM and 2 AM domestic radio stations serving the nation’s largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN. Emmis has recently announced its intent to seek strategic alternatives for its 16 television stations, which could result in the sale of all or a portion of its television assets. In addition, Emmis owns a radio network, international radio stations, regional and specialty magazines and ancillary businesses in broadcast sales and book publishing.

The information in this news release is being widely disseminated in accordance with the Securities & Exchange Commission’s Regulation FD.

Certain statements included above which are not statements of historical fact, including financial data for quarters or other periods that are not yet completed and statements identified with the words “continues,” “expect,” “will,” or “would,” are intended to be, and are, identified as “forward-looking statements,” as defined in the Securities and Exchange Act of 1934, as amended, and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions; fluctuations in the demand for advertising; increased competition in the broadcasting industry including the implementation of competing formats in large markets; the attraction and retention of quality talent and other programming; public and governmental reaction to Emmis programming decisions; changes in the costs of programming; changes in interest rates; inability to grow through suitable acquisitions, including the desired radio; inability or delay in closing previously announced acquisitions; terrorist attacks or other large-scale disasters; wars and other events creating economic uncertainty; and other factors mentioned in documents filed by Emmis 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.

-30-

Note: Financial schedule attached.


 

EMMIS COMMUNICATIONS CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED FINANCIAL DATA
(Unaudited, dollars in thousands, except per share data)

                         
    Three months ended May 31,  
    2005             2004  
OPERATING DATA:
                       
Net revenues:
                       
Radio
  $ 75,100             $ 66,710  
Television
    66,572               68,434  
Publishing
    20,102               17,895  
Total net revenues
    161,774               153,039  
Operating expenses, excluding noncash compensation:
                       
Radio
    42,375               36,317  
Television
    41,236               39,790  
Publishing
    18,846               16,439  
Total station operating expenses, excluding noncash compensation
    102,457               92,546  
Corporate expenses, excluding noncash compensation
    7,118               8,420  
Noncash compensation (a)
    4,100               4,975  
Depreciation and amortization
    11,360               12,436  
 
                   
 
Operating income
    36,739               34,662  
Interest expense
    (17,030 )             (19,696 )
Loss on debt extinguishment (b)
                  (96,975 )
Other expense, net
    (402 )             (96 )
 
                   
 
Income (loss) before income taxes, minority interest, discontinued operations and accounting change
    19,307               (82,105 )
Provision (benefit) for income taxes
    8,144               (8,292 )
Minority interest expense, net of tax
    785               594  
 
                   
 
Income (loss) from continuing operations
    10,378               (74,407 )
Income (loss) from discontinued operations, net of tax
                  837  
 
                   
Net income (loss)
    10,378               (73,570 )
Preferred stock dividends
    2,246               2,246  
 
                     
Net loss available to common shareholders
  $ 8,132             $ (75,816 )
 
                   
 
Basic net income (loss) per common share:
                       
Continuing operations
  $ 0.14             $ (1.37 )
Discontinued operations, net of tax
                  0.01  
 
                   
Net loss available to common shareholders
  $ 0.14             $ (1.36 )
 
                   
 
Diluted net income (loss) per common share:
                       
Continuing operations
  $ 0.14             $ (1.37 )
Discontinued operations, net of tax
                  0.01  
 
                   
Net loss available to common shareholders
  $ 0.14             $ (1.36 )
 
                   
 
Weighted average shares outstanding:
                       
Basic
    56,654               55,864  
Diluted
    57,112               55,864  
 
(a) Noncash compensation by segment:
                       
Radio
  $ 1,000             $ 1,481  
Television
    900               1,742  
Publishing
    350               661  
Corporate
    1,850               1,091  
 
                   
Total
  $ 4,100             $ 4,975  
 
                   
 
(b) Reflects costs associated with our debt recapitalization, which closed on May 10, 2004 and a subsequent subordinated debt extinguishment on June 10, 2004.


 

                         
    Three months ended May 31,  
    2005             2004  
OTHER DATA:
                       
Station operating income (See below)
    59,317               60,493  
Cash paid for taxes
                  121  
Capital expenditures
    4,804               7,351  
 
COMPUTATION OF STATION OPERATING INCOME:
                       
Operating income
  $ 36,739             $ 34,662  
Plus: Depreciation and amortization
    11,360               12,436  
Plus: Corporate expenses, excluding noncash compensation
    7,118               8,420  
Plus: Noncash compensation
    4,100               4,975  
 
                   
Station operating income
  $ 59,317             $ 60,493  
 
                   
 
SELECTED BALANCE SHEET INFORMATION:
  May 31, 2005           February 28, 2005
 
                   
 
Total Cash and Cash Equivalents
  $ 15,524             $ 16,054  
 
Senior Debt
  $ 822,625             $ 804,313  
Senior Subordinated Debt
    375,000               375,000  
Senior Discount Notes
    1,285               1,245  
 
                   
Total Senior, Senior Subordinated and Senior Discount Debt
  $ 1,198,910             $ 1,180,558  
 
                   

EX-99.2 3 c96430exv99w2.htm TRANSCRIPT exv99w2
 

Exhibit 99.2

     
1
  EMMIS COMMUNICATIONS CORPORATION
 
   
2
  1ST QUARTER EARNINGS CALL
 
   
3
  9:00 a.m. E.D.T., June 28, 2005
 
   
4
   
 
   
5
   
 
   
6
   
 
   
7
   
 
   
8
   
 
   
9
   
 
   
10
   
 
   
11
   
 
   
12
   
 
   
13
   
 
   
14
   
 
   
15
   
 
   
16
   
 
   
17
   
 
   
18
   
 
   
19
   
 
   
20
   
 
   
21
   
 
   
22
   
 
   
23
   
 
   
24
   
 
   
25
   
 
   

2


 

     
1
       GERRY: Thank you for jointing the Emmis
 
   
2
  Communications First Quarter Earnings call. I would
 
   
3
  like to remind all participants this call is being
 
   
4
  recorded. If you do have any objections, you may
 
   
5
  disconnect at this time. If you would like to ask a
 
   
6
  question, please press star one. To withdraw your
 
   
7
  question, press star two. I would now like to turn
 
   
8
  the call over to Kate with Emmis. You may begin.
 
   
9
       KATE: Thank you, Gerry. Good morning. Thank
 
   
10
  you for joining us for today’s Emmis Communications
 
   
11
  conference call regarding first quarter earnings. I
 
   
12
  want to extend a special welcome to all the Emmis
 
   
13
  employees who are joining us and listening in this
 
   
14
  morning. And those of you listening in from our
 
   
15
  website, www.emmis.com.
 
   
16
       We’ll begin in just a moment with opening
 
   
17
  comments from Emmis Chairman and CEO, Jeff Smulyan,
 
   
18
  and CFO Walter Berger. After their opening comments,
 
   
19
  our conference call moderator will come back on the
 
   
20
  line to instruct you on how to submit questions.
 
   
21
       Joining us to help answer your questions this
 
   
22
  morning are Rick Cummings, President of Emmis Radio,
 
   
23
  and Randy Bongarten, President of Emmis Television.
 
   
24
  A playback of the call will be available for the next
 
   
25
  week by dialing 203-369-3449.
 
   

3


 

     
1
       This conference call may include forward-looking
 
   
2
  statements within the meaning of the private
 
   
3
  securities litigation reform act of 1995. Please refer
 
   
4
  to Emmis’ public filings with the FCC for more
 
   
5
  information on the various risks and uncertainties.
 
   
6
  Additional disclosure related to nongap financial
 
   
7
  measures can be found under the investor’s tab of our
 
   
8
  website, www.emmis.com. Jeff?
 
   
9
       JEFF SMULYAN: Kate, thanks. And I thank
 
   
10
  everybody for being here today. This has obviously
 
   
11
  been a significant quarter for us. In the quarter we
 
   
12
  announced that we would consider alternatives for the
 
   
13
  disposition of our television group because we felt
 
   
14
  that Emmis going forward, it needed to be more
 
   
15
  focused. And also in the quarter, we executed a
 
   
16
  significant buy-back of almost 40 percent of our
 
   
17
  common stock because we believe very strongly that
 
   
18
  the most important investment we can make is in our
 
   
19
  own assets. We did that. Several other highlights,
 
   
20
  obviously our radio group had a stellar quarter. We
 
   
21
  outperformed our markets in six of seven markets.
 
   
22
  Television, we outperformed our markets in seven of
 
   
23
  our 11 markets. In radio, we went through the best
 
   
24
  round of rating books that we’ve ever had, led by the
 
   
25
  record 12 consecutive number one book at Power In Los
 
   

4


 

     
1
  Angeles, very strong showing by KISS in New York, our
 
   
2
  cluster of stations in St. Louis, the best
 
   
3
  performance of any of the Bob or Jack formats at our
 
   
4
  station in Austin, a number one overall book in
 
   
5
  Phoenix, just a stellar — a stellar book. And
 
   
6
  again, beating our markets by about three percent,
 
   
7
  beating our industry by a little bit more than that.
 
   
8
  It’s been a good quarter. It’s been a challenging
 
   
9
  quarter because we’ve re-focused the company and
 
   
10
  we’re in that process now, but again, another quarter
 
   
11
  where our people have shown that they can outperform
 
   
12
  everybody they compete with. And we believe, going
 
   
13
  forward, that we’re in very good shape.
 
   
14
       I also want to mention that our publishing group,
 
   
15
  especially our city and regional magazines, had a
 
   
16
  very, very good first quarter. And our international
 
   
17
  group, led by our network in Hungary, coming off its
 
   
18
  best year ever, and now going on to another year
 
   
19
  which looks even better than last year.
 
   
20
       Remarkable startup in Slovakia. We’re very
 
   
21
  pleased with the ratings we’re — we surpassed the
 
   
22
  nationally — the state-owned network with gigantic
 
   
23
  ratings in our first book out of the box and a very
 
   
24
  strong debut with our new network in Belgium. So all
 
   
25
  in all, again, our people continue to perform at the
 
   

5


 

     
1
  highest levels of their industry. We’re pleased and
 
   
2
  we believe that as we transition Emmis into a more
 
   
3
  focused company, that we’ll have a chance to grow.
 
   
4
       I also want to talk very briefly about going
 
   
5
  forward. We’re not as bearish on some signs in the
 
   
6
  radio business as I’ve seen from analysts out there.
 
   
7
  Our June has been very good, you see the quarters in
 
   
8
  — March, April and May, our first quarter, and you
 
   
9
  see those numbers. July has been coming up a little
 
   
10
  bit lately and we’re a bit bullish on August. So all
 
   
11
  in all we believe the radio business will do a little
 
   
12
  bit better this year than I think is being predicted.
 
   
13
       And with that, I’ll turn it over to Walter
 
   
14
  Berger.
 
   
15
       MR. BERGER: Jeff, thank you, and welcome
 
   
16
  everybody to the call this morning. The — let me go
 
   
17
  through a couple things, one with respect to some —
 
   
18
  just some simple housekeeping issues. First, with
 
   
19
  respect to the first goal for our revenue numbers, we
 
   
20
  outperformed those numbers for revenue and
 
   
21
  essentially hit our EPS number too, which was about
 
   
22
  15 cents.
 
   
23
       Let’s talk a little bit about the first quarter.
 
   
24
  I want to give a couple data points for everybody.
 
   
25
  Jeff talked about the strong performances across the
 
   

6


 

     
1
  board by each of our respective business units. It’s
 
   
2
  interesting as I harken back to our call at the
 
   
3
  fourth quarter where we gave guidance for the first
 
   
4
  quarter, some people thought our revenue number for
 
   
5
  radio was too aggressive. It was, and we
 
   
6
  outperformed it, which is a significant statement
 
   
7
  again sort of echoes some of Jeff’s positive
 
   
8
  comments on radio. Our TV business is overcoming not
 
   
9
  having some political dollars and was contemplated to
 
   
10
  come in at negative three. We actually beat that
 
   
11
  number, coming in a little bit better than that. All
 
   
12
  in all, we overachieved our revenue from the guidance
 
   
13
  by one and a half percentage points and we
 
   
14
  overachieved our station operating by four percent.
 
   
15
  So we tried to drop down some decent incremental
 
   
16
  operating leverage from that.
 
   
17
       A couple specifics on the first quarter. Just
 
   
18
  announced for the ninth quarter in a row, we have our
 
   
19
  mini less is more thesis, radio rates were up 14
 
   
20
  percent, sellout was down eight percent, another
 
   
21
  great statement. In terms of categories, for Q1,
 
   
22
  auto was flat after coming after two quarters of auto
 
   
23
  being up. On the positive side, media was up about
 
   
24
  22 percent and interest going up, banking and
 
   
25
  mortgage companies were also positive. In terms of
 
   

7


 

     
1
  the mix of our business, a couple of data points
 
   
2
  also. National markets were up two percent, Emmis
 
   
3
  was up two percent. It probably would have been a
 
   
4
  little bit stronger, but our L.A. national numbers
 
   
5
  were off a little bit. More importantly though, our
 
   
6
  local markets were up two percent whereas Emmis was
 
   
7
  up a very, very strong six percent.
 
   
8
       A couple other things. In six of the seven
 
   
9
  markets that we’re in, we gained shares. Chicago
 
   
10
  stayed flat, which is really good, based on some of
 
   
11
  the successes that we were contemplating out of that
 
   
12
  market forthcoming. In terms of market out
 
   
13
  performance by cluster, New York was up over market
 
   
14
  by two percent, L.A. four, Phoenix, a very strong 22
 
   
15
  percent showing once again how we can perform
 
   
16
  effectively with standalone. St. Louis, four
 
   
17
  percent, Indy, two percent, and Austin finishing up
 
   
18
  with a very strong plus eight.
 
   
19
       A couple of things people had some questions
 
   
20
  about with respect to our expenses were up a little
 
   
21
  bit higher. I think when you sort of naturalize or
 
   
22
  rather neutralize some of the stock comps, you’ll see
 
   
23
  that our performance is actually a little bit better.
 
   
24
  We’ve been trying to bring down that number
 
   
25
  substantially, and if you go to our web page, you’ll

8


 

     
1
  see the analysis, and we have been bringing it down.
 
   
2
  However, as you translate more noncash expenses into
 
   
3
  cash, it obviously has an adverse effect. The second
 
   
4
  impact of that was the music license expense due to
 
   
5
  the new industry agreement which I think most of you
 
   
6
  guys or people know about since it’s been announced.
 
   
7
       In TV, a couple other data points. Net revenue
 
   
8
  was down 2.7, although we got it down three. BCF was
 
   
9
  down 11.6. However, as I said a second ago, we both
 
   
10
  overachieved our guidance marginally on the revenue
 
   
11
  side, but substantially on the BCF.
 
   
12
       Now, a couple other things that you need to
 
   
13
  realize when you look at that, national revenue was
 
   
14
  up 2.1, local and regional was up 7.8, so we’re
 
   
15
  trying to overcome about $5 million of political
 
   
16
  dollars in the first quarter, which most of you might
 
   
17
  not recall, but there was actually strong revenues
 
   
18
  that came in at that point in time.
 
   
19
       To give you a couple of other data points, I want
 
   
20
  to talk about Q2 and then we’ll quickly go into
 
   
21
  questions. With respect to debt, there’s a marginal
 
   
22
  increase that dealt with our acquisition in Slovakia,
 
   
23
  which we’ve talked about, announced earlier this
 
   
24
  year. I think that’s a good acquisition, it was done
 
   
25
  on a low multiple basis and we’re looking for strong

9


 

     
1
  rate of return on that. Not big dollars, like about
 
   
2
  $15 or $16 million.
 
   
3
       On taxes, for those of you that want to sort of
 
   
4
  do your calculations, continue to use an effective
 
   
5
  rate of 42 percent, which is what you should do for
 
   
6
  the year. And CapEx for this quarter was about
 
   
7
  $4.8 to $5 million for the quarter, should
 
   
8
  contemplate about nine for the second quarter, and
 
   
9
  about a balance of about $20 million for the balance
 
   
10
  of the year. Actually that’s the total for the year.
 
   
11
       A couple of other things, and now I want to move
 
   
12
  in quickly to the guidance for the second quarter.
 
   
13
  Again, this continues to show strong performance in
 
   
14
  our business. You can look for approximately four
 
   
15
  percent out of our domestic radio group, almost about
 
   
16
  a negative two out of our TV group, and that’s
 
   
17
  offsetting, again, about $4 million of political
 
   
18
  dollars in the second quarter that we experienced and
 
   
19
  benefitted from last year. So again, still a very
 
   
20
  good performance coming out of that.
 
   
21
       That’s really it in terms of some of the
 
   
22
  highlights. I think, Jeff, probably at this point it
 
   
23
  makes more sense to go into Q and A.
 
   
24
       JEFF: Right, Walter, I think that’s good.
 
   
25
       KATE: Gerry, we’re ready for questions now.

10


 

     
1
       GERRY: Okay, if you would like to ask a
 
   
2
  question, please press star one. To withdraw your
 
   
3
  question, press star two. And our first question
 
   
4
  comes from Victor Miller. You may ask your question.
 
   
5
       MR. VICTOR MILLER: Good morning. Thank you for
 
   
6
  taking the question. First on your radio guidance,
 
   
7
  you had a concert last year in L.A. Does that mean
 
   
8
  that excluding the concert you’d be up 6.2 percent on
 
   
9
  the base advertising business? Secondly, on the
 
   
10
  expense side for second quarter, it seems to outpace
 
   
11
  the revenue guidance in almost every — I think in
 
   
12
  every division. Can you talk about what you’re
 
   
13
  seeing there?
 
   
14
       WALTER: Sure.
 
   
15
       MR. VICTOR MILLER: And then lastly, you’ve got,
 
   
16
  you know, significant leverage now, you actually are
 
   
17
  not obviously cutting back on expenses grow —
 
   
18
  expense growth to make your, you know, surge ahead,
 
   
19
  and that may be some signals that you’re confident in
 
   
20
  the TV — on the TV sales side. If you could talk
 
   
21
  about maybe where you are, at least in the process of
 
   
22
  that, are books out, you know, how far you are in
 
   
23
  that process. Thanks.
 
   
24
       WALTER: Yeah, let me — let me answer the first
 
   
25
  two quickly. What I think Victor is referring to is

11


 

     
1
  Power House, which is a concert we do out of Los
 
   
2
  Angeles, which we typically had scheduled to be in
 
   
3
  the second quarter. It was moved into the first
 
   
4
  quarter, it was a success for us, it has been a
 
   
5
  success for us, and it has typically thrown off
 
   
6
  substantially higher margins than the core business
 
   
7
  would. So that impacted us favorably in terms of the
 
   
8
  first quarter, and maybe in terms of some of the
 
   
9
  operating leverage in the second quarter, you know,
 
   
10
  had the adverse effect.
 
   
11
       Secondly, looking into the second quarter, we had
 
   
12
  some incremental costs associated with some of our
 
   
13
  promotions, like Smackfest and so forth, and
 
   
14
  how we’re looking to resolve some outstanding issues
 
   
15
  that we have with that. And that represents also an
 
   
16
  unplanned-for incremental costs, see how it goes
 
   
17
  forth.
 
   
18
       I’ll let Jeff talk about the third point, but one
 
   
19
  of the things I want to say is if you look at our
 
   
20
  leverage, you know, for the first quarter we felt
 
   
21
  pretty confident, I think, about five, nine or six
 
   
22
  times. Everybody has been able to do the math going
 
   
23
  forward and see that for a short interim period of
 
   
24
  time, we’ll have leverage somewhere in the eight
 
   
25 .
  times.

12


 

     
1
       Our view is that the business still continues to
 
   
2
  perform strong. I think the numbers that we’re
 
   
3
  throwing out there in general, maybe even
 
   
4
  specifically, outpace the industry exceptionally
 
   
5
  well, and we’re confident through the divestiture of
 
   
6
  the TV assets and our performance that this leverage
 
   
7
  will come down substantially through the balance of
 
   
8
  the — of the year. Probably to levels of the — you
 
   
9
  know, the market has not experienced in a long time.
 
   
10
       JEFF: Yes, and Vic, I mean, obviously, we’re not
 
   
11
  going to comment exactly on the timetable of our
 
   
12
  television process. It is moving forward. I think
 
   
13
  we’ve been pleasantly surprised by the number of
 
   
14
  people who have expressed interest certainly beyond
 
   
15
  our thoughts. It is moving forward. You know, when
 
   
16
  we have something to say, we’ll say it, but it does
 
   
17
  — I think obviously your point about we’re going to
 
   
18
  run this business the way we’ve always run it, to
 
   
19
  make the right investments, we always have this issue
 
   
20
  in the first quarter and then into the second
 
   
21
  quarter, some new expenses that come on every year in
 
   
22
  our businesses. But I would say there is a very,
 
   
23
  very robust market, a tremendous amount of interest,
 
   
24
  and we — you know, we’ve made the decision that
 
   
25
  we’re going to move forward, and I think you’ll see

13


 

     
1
  that process move fairly quickly on the television
 
   
2
  side.
 
   
3
       VICTOR: Thank you.
 
   
4
       JEFF: Thanks, Vic.
 
   
5
       GERRY: Our next question comes from Jonathan
 
   
6
  Jacobi of Bank of America Securities. You may ask
 
   
7
  your question.
 
   
8
       JONATHAN: Good morning.
 
   
9
       JEFF: Hi, Jonathan. How are you?
 
   
10
       JONATHAN: Just three questions here. The first,
 
   
11
  one of your competitors in Los Angeles, who actually
 
   
12
  was leasing your tower, launched a somewhat format
 
   
13
  attack in the market. I’m curious to hear sort of
 
   
14
  your thought in terms of how it might impact revenue,
 
   
15
  also anything you can give us in terms of color on
 
   
16
  the lawsuit.
 
   
17
       Secondly, and this is just a question in terms of
 
   
18
  data that’s out in the marketplace, the Media
 
   
19
  Monitor’s data seems to indicate that you guys
 
   
20
  actually right now are in the top 10 or 20 markets
 
   
21
  sort of the highest ad minutes, slot loaded. Every
 
   
22
  quarter we hear that you’re sort of reducing
 
   
23
  inventory. So I’m wondering sort of — is the data
 
   
24
  perhaps not getting — you know, there are areas to
 
   
25
  the data, but your thoughts there. And lastly, if
 
   

14


 

     
1
  you could tell us on the expected valuation range on
 
   
2
  the TV assets, and also, do you feel that that has to
 
   
3
  be a wholesale sale of the business or would you look
 
   
4
  at selling it piecemeal to potential buyers? Thanks.
 
   
5
       JEFF: I’ll take those, Jonathan.
 
   
6
  Number one, the issue in Los Angeles, and we’ve
 
   
7
  always had a nice relationship with Raul Elacon, Raul
 
   
8
  came to me and said they wanted to lease space. We
 
   
9
  really weren’t interested in doing it, we did it as a
 
   
10
  favor, but under the condition that they notify us.
 
   
11
  They said look, this is going to be a Spanish station
 
   
12
  and it won’t be anywhere near you. And it was
 
   
13
  specifically written into the contract that any
 
   
14
  format change, we would be notified. They didn’t do
 
   
15
  that. We feel very strongly that there’s a breach in
 
   
16
  the contract, feel very strongly that they’re in
 
   
17
  violation. And, you know, we don’t like to go to
 
   
18
  court, but we felt that it was such an egregious case
 
   
19
  that we needed to.
 
   
20
       As far as the competition, you know, we’ve been
 
   
21
  dealing with competition out there forever. I think
 
   
22
  it’s going to have an impact on us. The reggaeton
 
   
23
  format, even though it’s largely Spanish language,
 
   
24
  clearly does impact, you know, assimilated Hispanics,
 
   
25
  and that’s a big part of our audience of Power.
 
   

15


 

     
1
  We’ve been number one 12 straight books. Do I think
 
   
2
  we’ll be number one 13, 14? I don’t think so.
 
   
3
       On the other hand, you know, we’ve had a major
 
   
4
  competitive battle with KISS, which has moved into
 
   
5
  our space in Los Angeles. So, you know, this is what
 
   
6
  we’ve been doing for 25 years and, you know, we’re
 
   
7
  going to have ups and downs. I think we’ll have a
 
   
8
  little bit of a down in Los Angeles, on the other
 
   
9
  hand we’re seeing some — some great signs back at
 
   
10
  HOT in New York, and we’re seeing great signs in our
 
   
11
  — in Chicago and Austin and St. Louis and
 
   
12
  Indianapolis. So to that, not worried.
 
   
13
       As far as highest ad minutes, I’ve never heard
 
   
14
  that before. We’ve always been known, I don’t want
 
   
15
  to say Media Monitors is wrong, we know we’ve run
 
   
16
  less units at a higher rate, you know, we’ve never
 
   
17
  been known as people who throw a lot of inventory out
 
   
18
  there. If it’s possible, you know, on certain day
 
   
19
  parts and certain situations maybe, but we feel very
 
   
20
  comfortable. Emmis has never been criticized for
 
   
21
  being very cluttered. So I’m not saying that there
 
   
22
  aren’t times when we may run more units than most
 
   
23
  people, but that’s not our history. And so I’m a
 
   
24
  little surprised that we would show up highest in any
 
   
25
  measurement, but you never know.
 
   

16


 

     
1
       As far as TV valuations, I think the street
 
   
2
  expects around a $1 billion. I would just say we’re
 
   
3
  cautiously optimistic we’ll do better than that.
 
   
4
  There’s been a tremendous amount of interest.
 
   
5
  Because of the tax situation and our (inaudible) and
 
   
6
  the structure of our TV group, we have the ability to
 
   
7
  sell them individually or as a group. We will look
 
   
8
  at when bids come in and then we’ll do what is in the
 
   
9
  best interests of everybody. But we have a
 
   
10
  tremendous amount of flexibility and I would say —
 
   
11
  since I don’t ever say I’m bullish about anything, I
 
   
12
  would say I’m a little bit more than cautiously
 
   
13
  optimistic in this case that we’ll do very well.
 
   
14
       JONATHAN: Thank you so much.
 
   
15
       GERRY: Okay, our next question comes from Lee
 
   
16
  Westerfield of Harris Assets. You may ask your
 
   
17
  question.
 
   
18
       LEE: Yes, thank you very much, Jeff and Walter.
 
   
19
  Good morning. In the domestic radio business,
 
   
20
  actually to focus here on two markets on New York and
 
   
21
  Austin if I may, in New York, of course, you’re
 
   
22
  coming up off of — off of the Tsunami event, if you
 
   
23
  would, in the first quarter or the calendar first
 
   
24
  quarter. By my calculations, HOT 97 inventory
 
   
25
  commercial loads 6 a.m. to 7 p.m. went from seven
 
   

17


 

     
1
  minutes an hour to 12 minutes an hour in May. The
 
   
2
  question I have for you is whether the revenue trends
 
   
3
  have tracked alongside that kind of jump in inventory
 
   
4
  or whether you’re pricing it at somewhat of a
 
   
5
  discount, and then your turn here and whether we can
 
   
6
  look for pricing increases going forward at HOT.
 
   
7
       And then the following question, if you can
 
   
8
  remind the audience as to the terms with the Austin
 
   
9
  cluster, if you choose to buy in the remaining 49 and
 
   
10
  a half percent, and what the timing and the details
 
   
11
  are. And then one follow-up question.
 
   
12
       JEFF: All right, the Austin, we
 
   
13
  have a benchmark of 18 times, but that is — that is
 
   
14
  merely a benchmark. We don’t have to buy it and we
 
   
15
  can make an offer and can accept it or not. We
 
   
16
  haven’t made a decision. We’re very comfortable with
 
   
17
  our partnership with Bob and David Sinclair, and
 
   
18
  really don’t have any intention of buying any of the
 
   
19
  49 percent. It’s been a wonderful partnership, and
 
   
20
  as you know, our ratings there have just been
 
   
21
  spectacular.
 
   
22
       WALTER: In fact, you know that
 
   
23
  we’re now the number one biller. In Austin we are
 
   
24
  now the number one biller.
 
   
25
       JEFF: So we’ve been very pleased

18


 

     
1
  there. As far as the HOT — I mean, you know that we
 
   
2
  suffered a lot in the — in the fourth quarter of
 
   
3
  last year and the first quarter, not only in revenue
 
   
4
  loss, but some certain litigation expenses and, you
 
   
5
  know, a lot of things. There’s a lot of upside going
 
   
6
  forward because HOT has dropped. If we compare that
 
   
7
  upside with what has happened, especially at KISS, we
 
   
8
  should have a very spectacular time in the next year
 
   
9
  going forward.
 
   
10
       And Rick, I don’t know if you’re on the phone,
 
   
11
  but you might amplify a little further. I know
 
   
12
  you’re on the phone, but I don’t know how good your
 
   
13
  connection is.
 
   
14
       RICK: Yeah, Jeff, can you hear me?
 
   
15
       JEFF: Yes, we can, Rick, go ahead.
 
   
16
       RICK: I’m sorry about the nose — the noise
 
   
17
  folks on this line, but — yeah, in regard to that
 
   
18
  question, Lee, yes, we have — we have probably
 
   
19
  discounted a bit on some of the inventory at this
 
   
20
  point in time, but we think that most of the — the
 
   
21
  negative impact that this January incident had early
 
   
22
  in the year on HOT, most of it we’ve weathered at
 
   
23
  this point, and certainly all of it that we
 
   
24
  anticipate, I think that we’ve accounted for and gone
 
   
25
  forward. The — but the timing, as you know,

19


 

     
1
  couldn’t have been worse. There were a lot of
 
   
2
  annuals being set at that point in time, and frankly,
 
   
3
  HOT missed a number of those. So we have taken — we
 
   
4
  have taken a significant impact there, more in the
 
   
5
  first and second quarters than we’ll see in the back
 
   
6
  half of the year. But we believe we’re passed all of
 
   
7
  it. Certainly from a rating standpoint, we’ve done
 
   
8
  fine with that radio station, and we think the back
 
   
9
  half of the year we’ll begin to recover some of the
 
   
10
  losses from the first half.
 
   
11
       And KISS has had such a remarkable run, probably
 
   
12
  the fastest growing station revenue-wise in all of
 
   
13
  New York this past 12 months, and because of that,
 
   
14
  we’ve still been able to outperform the market in
 
   
15
  spite of the negative impact of HOT.
 
   
16
       LEE: Terrific, gentlemen. One follow-up
 
   
17
  question, Walter. The Cap X, if you can give us Cap
 
   
18
  X by division?
 
   
19
       WALTER: Most of it comes through
 
   
20
  the TV side, basically probably around 80 percent of
 
   
21
  that timeline.
 
   
22
       LEE: Jeff, Walter, and Rick as well, thank you
 
   
23
  very much gentlemen.
 
   
24
       GERRY: Okay, our next question comes from
 
   
25
  Lorraine Mancini of Merrill Lynch. You may ask your

20


 

     
1
  question.
 
   
2
       LORRAINE: Morning. A couple things. You
 
   
3
  mentioned that the physical first quarter benefitted
 
   
4
  from the L.A. event moving forward. Does your New
 
   
5
  York summer event help offset some of that in Q2, is
 
   
6
  there any difference there from last year? Also, can
 
   
7
  you talk a bit about when the new Chicago station
 
   
8
  might add some additional upside to your numbers, is
 
   
9
  that a second half event? And then the third thing
 
   
10
  is expenses. You had indicated that they would be
 
   
11
  heavier in the first half of the year, and start
 
   
12
  turning down, I believe on the last call —
 
   
13
       WALTER: Right.
 
   
14
       LORRAINE: What type of core growth should we
 
   
15
  expect once some of these things cycle through, like
 
   
16
  the record contract and the additional spending on
 
   
17
  the stations?
 
   
18
       WALTER: Well, Lorraine, let’s talk about a
 
   
19
  couple of things. You know, you asked — as I said
 
   
20
  earlier, and you sort of reiterated, and I think
 
   
21
  Victor too, we benefited in the first quarter by the
 
   
22
  timing of Power House in the presence in the first
 
   
23
  quarter. In the second quarter, Summer Jam, you
 
   
24
  know, we had big numbers last year and I think we had
 
   
25
  sort of comparable numbers this year. So you’re not

21


 

     
1
  going to see tremendous incremental difference year
 
   
2
  over year.
 
   
3
       A couple things too that added incremental costs,
 
   
4
  is as you know, we flipped some formats over the last
 
   
5
  week, and we’ve had great success, whether it’s Bob
 
   
6
  in Austin or now Hank in Indianapolis. And because
 
   
7
  of those successes, we want to make sure that we just
 
   
8
  don’t have a quick jump and not the same rating
 
   
9
  successes. But we’ve — we’ve decided to allocate to
 
   
10
  those formats. I mean, the worst thing to do is to
 
   
11
  book a format, have some nice success and then lose
 
   
12
  it because we didn’t really manage it well. So we’ve
 
   
13
  decided to do that.
 
   
14
       You know, I think what you should do is you
 
   
15
  should probably go back and look at — we don’t give
 
   
16
  forward guidance that far out. But you should really
 
   
17
  look at what you said, a hopefully lower level
 
   
18
  expenses going forward. I think one of the things,
 
   
19
  though, to look at though, is when you look at our
 
   
20
  guidance in the — in the first quarter, when we feed
 
   
21
  our guidance, that we’re feeding it, you know,
 
   
22
  through decent operating leverage relationships, and
 
   
23
  I think that’s what we’ve tried to show.
 
   
24
       WALTER: Yeah, and Lorraine, as far
 
   
25
  as Chicago, you know, as we said, we beat the market

22


 

     
1
  handily in six of our seven markets. Chicago has
 
   
2
  been the lagger. We believe that in this last
 
   
3
  quarter, we’re starting to see the turn — the corner
 
   
4
  turn. There does appear to be some upside. The loop
 
   
5
  has had some good trends, Q101 has had some good
 
   
6
  trends, our direct competitor, the Zone, is off a bit, so
 
   
7
  we believe that there’s — there’s some pretty good
 
   
8
  upside in Chicago. That — if you look at the
 
   
9
  potential, given the history of the Loop and Q101,
 
   
10
  the upside there is really quite significant. And we
 
   
11
  — we — you know, it’s hard to predict that it’s
 
   
12
  coming, but we’re moving in the right direction. And
 
   
13
  if we do that, you know, then we think it’s going to
 
   
14
  be a better year than we’re certainly willing to
 
   
15
  forecast now.
 
   
16
       WALTER: You know, Lorraine, one of the things
 
   
17
  that I said about Chicago is with respect to how
 
   
18
  Emmis performed against the balance of this market.
 
   
19
  We significantly outperformed, with the exception of
 
   
20
  Chicago, each of our markets. But we can declare
 
   
21
  victory by the fact that Chicago performed on par
 
   
22
  with its respective market, which has been a long
 
   
23
  time. And so you can see the trends are already
 
   
24
  starting to migrate in the right direction and, you
 
   
25
  know, as we said consistently since probably last

23


 

     
1
  November, this is going to prove out to be, in our
 
   
2
  minds and our thoughts, a very successful transaction
 
   
3
  for us, where they’re going to very capably
 
   
4
  rationalize that market for us.
 
   
5
       LORRAINE: Okay, and I have one follow-up. You
 
   
6
  have — I believe you had Howard Stern on one
 
   
7
  station. Have you guys thought about what the impact
 
   
8
  might be of losing him?
 
   
9
       JEFF: Well, we’ve worked through
 
   
10
  it, you know, and we’ve gotten some ideas. That has
 
   
11
  not been one of our largest stations, but clearly
 
   
12
  we’re working on plans. Rick, I don’t know if you
 
   
13
  want to amplify that a little bit more.
 
   
14
       RICK: Yeah, sorry again for the lag, but yeah,
 
   
15
  it’s one station in St. Louis, we already have gone
 
   
16
  well down the road talking about a replacement for
 
   
17
  Howard. We believe we know who that is. If we can
 
   
18
  get — work a deal, we think we’ll be very
 
   
19
  competitive there. But I still believe that we’ll
 
   
20
  take some — some hit of the adult numbers. That
 
   
21
  radio station has been an 1849 performer, but we
 
   
22
  really think that it’s — it’s a rank point — a rank
 
   
23
  position, there is nothing too significant. And as
 
   
24
  most of our dollars still come from (inaudible) and
 
   
25
  will continue to be (inaudible). So I don’t think

24


 

     
1
  it’s going to be significant for us.
 
   
2
       LORRAINE: Thank you.
 
   
3
       GERRY: Okay, our next question comes from
 
   
4
  Michael Kopenski of A.G. Edwards. You may ask your
 
   
5
  question.
 
   
6
       MR. KOPENSKI: Thanks a lot for taking the
 
   
7
  question, and congratulations. I know it’s been a
 
   
8
  difficult marketing, I think you’ve done a great job.
 
   
9
  I want to — if you could talk a little bit about the
 
   
10
  patience that you indicated, kind of going into the
 
   
11
  next quarter. I was just wondering if you’re
 
   
12
  starting to see signs that national is starting to
 
   
13
  pick up a little bit better, particularly referred
 
   
14
  from some of my contacts, that some of the
 
   
15
  categories, particularly auto, seems to be coming in
 
   
16
  a little bit better as we get into the late summer,
 
   
17
  and was just wondering if you could talk about
 
   
18
  particular categories as well. And then I have a
 
   
19
  couple of quick follow-ups.
 
   
20
       WALTER: Do you have any other
 
   
21
  questions, Mike, you want to address before we go
 
   
22
  through this?
 
   
23
       MR. KOPENSKI: The other question I had was about
 
   
24
  Emmis’ interest in any of the Disney radio stations,
 
   
25
  if you could talk a little bit about if you were in

25


 

     
1
  the hunt for those stations as well as maybe for your
 
   
2
  networks as well or if it’s just the stations.
 
   
3
       JEFF: Okay. I’ll do the latter,
 
   
4
  you do the first.
 
   
5
       WALTER: Okay. With respect to the
 
   
6
  categories in my opening comments, I said that auto
 
   
7
  was essentially flat versus the first quarter of the
 
   
8
  prior year which is sort of a — I think positive
 
   
9
  because there was some contemplation that perhaps for
 
   
10
  radio could actually be negative. Now, what’s
 
   
11
  interesting is on our TV numbers auto is actually up.
 
   
12
  But, you know, auto for us at this time represents
 
   
13
  about 14 percent of our total revenue. And our top
 
   
14
  10 categories add up to about 69 percent.
 
   
15
  But categories that were up included in media,
 
   
16
  which includes advertising on radio by either cable
 
   
17
  TV or newspaper, restaurants were up a little bit,
 
   
18
  banks, credit cards and mortgages were up
 
   
19
  substantially for us, which is our fourth category.
 
   
20
  Movies and videos were also up. And that probably
 
   
21
  one of the areas that was off a little bit was
 
   
22
  cellulars and pager services, which, you know, based
 
   
23
  on conversations we’ve had, Mike, that’s probably not
 
   
24
  coming as a surprise to anybody.
 
   
25
       Another area that I thought was also pretty

26


 

     
1
  encouraging was department stores and clothing were
 
   
2
  up. And the reason I say that is that I look at some
 
   
3
  of the categories, I focus more on what are driven
 
   
4
  more by retail, so it’s an indication of consumer
 
   
5
  confidence and things like that. And I think there
 
   
6
  were a number of signs that really helped.
 
   
7
       Now, in terms of your question on national
 
   
8
  versus, you know, performance, one of my opening
 
   
9
  comments was that the national markets were up two
 
   
10
  percent and Emmis is up two percent. I think we
 
   
11
  would have actually been up stronger, but our
 
   
12
  performance in L.A. for a host of reasons wasn’t
 
   
13
  nearly as strong. And we’re beginning to see some of
 
   
14
  those trends come back, and I think they’re very
 
   
15
  favorable, not just for us, but for the industry as a
 
   
16
  whole.
 
   
17
       JEFF: Mike, as to this Disney
 
   
18
  thing. You know, it’s funny, normally — I’ve been
 
   
19
  doing this for 25 years, and normally most
 
   
20
  transactions are not in the — you know, in the
 
   
21
  public eye. This one, for some reason obviously
 
   
22
  because it’s Disney has had a lot of speculation.
 
   
23
  We’ve all seen the stories, you know, recently this
 
   
24
  morning, talk about Mel Karmazin and Sirius, Entercom, Cox, Citadel, everybody.
 
   
25
  I’ve seen the stories about us — I saw one recently

27


 

     
1
  which talked about the fact that it was the dream
 
   
2
  match up for Emmis because the match up of Emmis’
 
   
3
  stations in the largest market was a perfect pair
 
   
4
  with ABC and that only Emmis could help transform a
 
   
5
  network because of this large market focus. Those
 
   
6
  are nice things to see. And we clearly, you know,
 
   
7
  know the Disney people, like them an awful lot. John
 
   
8
  here is a wonderful guy and a great broadcaster.
 
   
9
  Having said all that, you know, I’ve been doing this
 
   
10
  long enough that, you know, we all talk, we all look
 
   
11
  at everything. I don’t really know if the Walt
 
   
12
  Disney company has made a decision, if they’re going
 
   
13
  to make changes in radio. If they do, they’ll talk
 
   
14
  to all of us and we’ll just see. I think any — any
 
   
15
  thoughts that it would, you know — sure, the match
 
   
16
  up would be intriguing for both companies, but I
 
   
17
  think, you know, we’ll just, you know, do our job.
 
   
18
  Right now our job is to keep operating our
 
   
19
  businesses, and if there are opportunities that make
 
   
20
  sense for our people and their people, then we’ll
 
   
21
  pursue them.
 
   
22
       MR. KOPENSKI: Great, thank you very much.
 
   
23
       GERRY: Okay, our next question comes from Marcy
 
   
24
  Risiker of Wachovia Securities. You may ask your
 
   
25
  question.

28


 

     
1
       MARCY: Good morning, and welcome to Nantucket.
 
   
2
       JEFF: Thank you, thank you.
 
   
3
  It’s a pleasure to be here.
 
   
4
       MARCY: I was wondering what your thoughts are
 
   
5
  regarding your publishing segment. Have you
 
   
6
  considered selling these assets as well to be a true
 
   
7
  radio pure play? And my second question is, once you
 
   
8
  sell your TV assets and your leverage does come down,
 
   
9
  you’ll be heavily concentrated in New York City and
 
   
10
  L. A., what plans do you have for diversification?
 
   
11
       JEFF: Well, Marcy, you know,
 
   
12
  it’s funny. We love our magazine business. Our city
 
   
13
  and regional business has been very, very good. We
 
   
14
  have great franchises and they’re franchises that
 
   
15
  have been able to maintain their position for a long,
 
   
16
  long time. We have absolutely no interest in doing
 
   
17
  anything now. I’ve learned in life you never say
 
   
18
  never, but we feel very good.
 
   
19
       As for concentration, you know, we’ve been
 
   
20
  dealing with that issue for a long time. You know,
 
   
21
  gosh, you’ve got a lot in New York, gosh, you’ve got
 
   
22
  a lot in L.A, now we have a lot in Chicago and St.
 
   
23
  Louis. We’ll see what happens. I have to say that,
 
   
24
  you know, the key to this company has always been
 
   
25
  great operations. We attract wonderful people. And,

29


 

     
1
  you know, conventional wisdom was when we made the
 
   
2
  trade with Bonneville, that we absolutely had to get
 
   
3
  out of Phoenix. And lo and behold, we stayed in
 
   
4
  Phoenix because we’ve got a good team at Power 92
 
   
5
  there, and in the last rating book, for the first
 
   
6
  time in its history, that station went to number one.
 
   
7
       As a standalone with all of the companies, with
 
   
8
  all the clusters in Phoenix, we have the number one
 
   
9
  radio station there. So sure, I know that Walter
 
   
10
  says format diversification, market diversification,
 
   
11
  but I think we demonstrated over and over again that
 
   
12
  when you attract great people and a really great
 
   
13
  culture that I’m very proud of, that we’ll perform
 
   
14
  wherever our market and format concentration is. And
 
   
15
  I feel very comfortable with that. Opportunities —
 
   
16
       MARCY: Thank you.
 
   
17
       JEFF: Marcy, let me say one more
 
   
18
  thing, if opportunities to expand occur, it would be
 
   
19
  nice. But, you know, we’ve demonstrated that we’re
 
   
20
  not just going to do anything and everything.
 
   
21
  Thanks, Marcy.
 
   
22
       MARCY: Thank you.
 
   
23
       KATE: Gerry, we have time for one last question.
 
   
24
       GERRY: Thank you, and our next question comes
 
   
25
  from Mark Winkos. You may ask your question.

30


 

     
1
       MARK: Thank you. Good morning.
 
   
2
       JEFF: Hi, Mark.
 
   
3
       MARK: First question, on average across your
 
   
4
  whole portfolio, what percentage of the 60 do you get
 
   
5
  in rate on a 30-second spot? And then secondly, on
 
   
6
  leverage, you mentioned that as a TBS a disposed
 
   
7
  leverage is likely to come down to levels, you said,
 
   
8
  not seen by the market in a long time. In that
 
   
9
  light, what do you see the appropriate leverage for
 
   
10
  your core business and what reasons would support not
 
   
11
  just leaving the leverage at a higher level, like
 
   
12
  around six times, and just continue to buy into
 
   
13
  stock?
 
   
14
       JEFF: Well, I think as far as
 
   
15
  the — you know, the core rate, historically radio
 
   
16
  30s have been priced at 80 percent of 60. There’s a
 
   
17
  great debate about that now. Advertisers say we’re
 
   
18
  not paying more than 50, 55 percent. The dust really
 
   
19
  hasn’t settled, so it’s really hard to get enough
 
   
20
  data. And as we’ve always said, we’ve been
 
   
21
  consistent and said look, we will — we will sell
 
   
22
  what makes sense for our advertisers. If the price
 
   
23
  doesn’t make sense for us at a certain rate, we won’t
 
   
24
  — we won’t do it. But I applaud clear channel for
 
   
25
  trying to reduce more people to 30s. You know, it

31


 

     
1
  all depends on the market’s willingness to go there.
 
   
2
       As far as leverage is concerned, obviously we
 
   
3
  made a conscious decision that we knew where we were
 
   
4
  in our television discussions and what was likely to
 
   
5
  occur. We felt pretty confident about the numbers we
 
   
6
  would get. And we felt that the best investment we
 
   
7
  could make by far was owning our own stock. It was
 
   
8
  so terribly underpriced, it still is. I think once
 
   
9
  the television divestiture is done, the leverage of
 
   
10
  the company will be very, very low, probably lower
 
   
11
  than most people calculate, and I think then we’ll
 
   
12
  just — we’ll sit down and see. If the stock is
 
   
13
  still depressed, we certainly will think about it,
 
   
14
  but we’re also going to look at all of our other
 
   
15
  alternatives.
 
   
16
       WALTER: You know, Mark, one of the
 
   
17
  things that’s interesting, and again, it’s difficult
 
   
18
  to foresee what the value of the TV divestitures will
 
   
19
  bring us, but, you know, using sort of the pervasive
 
   
20
  numbers that are out there, looking at our leverage
 
   
21
  post the transaction, you will have essentially a
 
   
22
  pure play radio business with probably one of the
 
   
23
  highest quality balance sheets out there. And so I
 
   
24
  think it’s going to force people to re-look at our
 
   
25
  company in terms of value and the multiples that we

32


 

     
1
  should, you know, aspire to a little differently than
 
   
2
  has been in the past.
 
   
3
       And Marcy asked the question about concentration
 
   
4
  in two markets. Obviously New York, Los Angeles adds up
 
   
5
  that way, but I think what shouldn’t be lost is the
 
   
6
  performance that we get out of a number of other
 
   
7
  significantly large markets, whether St. Louis or
 
   
8
  Austin or so forth. And probably, as we talked about
 
   
9
  on many occasions, the upside we get out of Chicago.
 
   
10
  So you look at that, the upside of Chicago, the
 
   
11
  return of New York vis-a-vis post Tsunami, the lower
 
   
12
  leverage which is going to give us a whole bunch of
 
   
13
  flexibility plus improving our free cash flow, this
 
   
14
  is a really pretty compelling story going forward.
 
   
15
  And I don’t want — you know, and I hope it’s not
 
   
16
  lost on people, that that’s the direction that we’re
 
   
17
  going. So make it much easier for you to evaluate
 
   
18
  us, the quality of our assets and our balance sheets
 
   
19
  going forward, and that’s one of our thesis here.
 
   
20
       MARK: Understood. Thank you.
 
   
21
       KATE: Jeff, before your closing comment, I just
 
   
22
  wanted to remind everyone that a replay of the call
 
   
23
  will be available until next Tuesday, July 5th, and
 
   
24
  that number again is 203-369-3449 or by visiting the
 
   
25
  Emmis website. Jeff?

33


 

     
1
       JEFF SMULYAN: Thanks, Kate. This has obviously
 
   
2
  been a fascinating quarter. It was a very difficult
 
   
3
  decision to make about moving out of the television
 
   
4
  business. But we felt that the challenges that
 
   
5
  American television faced needed to be — to be
 
   
6
  solved by companies with a more singular focus to
 
   
7
  tackle those challenges.
 
   
8
       We believe that at Emmis we have a unique group
 
   
9
  of assets in radio and that we have a unique group of
 
   
10
  people in our culture. And I’ve said before, being
 
   
11
  named one of Fortune’s top 100 places to work in this
 
   
12
  country is one of the hallmarks of the history of
 
   
13
  Emmis. I couldn’t be prouder of it because it speaks
 
   
14
  of a culture that I think produces great results for
 
   
15
  people.
 
   
16
       We believe that as we transition into a more
 
   
17
  singularly focused radio company, while not
 
   
18
  forgetting the great franchises we have in city and
 
   
19
  regional magazines, that we will be able to help move
 
   
20
  the radio business into an era of better growth. We
 
   
21
  think we’re poised to do that, we think we’ll have
 
   
22
  the balance sheet, we know we have the people and we
 
   
23
  know we have the assets, and we want to help move
 
   
24
  radio into a new era with a little bit more
 
   
25
  leadership, and we think that opportunity is there.

34


 

     
1
  And it’s there because our people, this quarter, as
 
   
2
  in all of the previous years that I’ve been
 
   
3
  associated with this company since we started it,
 
   
4
  have been able to demonstrate that we know our
 
   
5
  businesses as well as anybody, and we have a group of
 
   
6
  people who perform at the highest levels always. And
 
   
7
  I thank them for that and I thank you for being on
 
   
8
  this call.
 
   
9
       (Tape ended.)
 
   
10
   
 
   
11
   
 
   
12
   
 
   
13
   
 
   
14
   
 
   
15
   
 
   
16
   
 
   
17
   
 
   
18
   
 
   
19
   
 
   
20
   
 
   
21
   
 
   
22
   
 
   
23
   
 
   
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