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     Emmis Communications   Public-side Lender Presentation   April 21, 2015     





 







2   Note: Certain statements in this presentation constitute “forward-looking statements”   within the meaning of the Private Securities Litigation Reform Act of 1995. Such   forward-looking statements involve known and unknown risks, uncertainties and other   factors which may cause the actual results, performance or achievements of the   Company to be materially different from any future results, performance or   achievements expressed or implied by such forward-looking statements. Reference is   made to the Company’s Annual Report on Form 10-K and other public documents filed   with the Securities and Exchange Commission for additional information concerning   such risks and uncertainties   Additional disclosure related to non-GAAP financial measures can be found under the   Investors tab on our website, www.emmis.com     





 







3   •    Jeff Smulyan, Chairman, President & Chief Executive Officer   • Patrick Walsh, Executive Vice President, Chief Financial Officer &                                               Chief Operating Officer   • Ryan Hornaday, Senior Vice President of Finance & Treasurer         Today’s presenters     





 







4    Emmis performed better than its competitors in New York (Emmis -6.0%, NY market -7.3% for 9 months   ended November 30, 2014), but the overall market remains weak and continues to be a drag on Emmis’   performance    The Company is facing new headwinds in the Los Angeles market, where a new station was launched in   February 2015 (iHeart Radio’s KRRL) aimed directly at Emmis’ Power 106 (KPWR)   – KRRL also lured away Emmis’ popular morning host (Big Boy) in early March; the station launched   commercial-free with 10,000 songs and a $1+ million marketing campaign to jumpstart ratings   – Power 106 has been Emmis’ best-performing station for several years and is its most profitable    The New York and Los Angeles markets account for over half of Emmis’ radio revenues, which causes   the Company uncertainty regarding financial results for Fiscal 2016    Emmis is seeking further covenant relief for the quarters ended May 31, 2015 through February 28, 2017   given the aforementioned uncertainty   – Emmis finished Fiscal 2015 under its 6.00x covenant at 5.40x, but wants to constructively manage   compliance with sufficient cushion   – The Company reduced cash operating costs by approximately $7 million as part of its Fiscal 2016   budget   Situation update and overview of   amendment request     





 







5   Emmis has outperformed its markets but   markets are weak   Time period Emmis revenue growth Market revenue growth   9M 11/30/14      +1.8%      -4.1%   FYE 2/28/14      +4.9%      +2.7%   FYE 2/28/13      +3.3%      -1.2%   FYE 2/29/121      +4.0%      +0.6%   FYE 2/28/111      +6.7%      +4.5%   Emmis versus the market    Emmis wins!   By 2%                Emmis wins!   By 4%                Emmis wins!   By 3%                Emmis wins!   By 2%               Superior strategy and execution leading to consistently better results   Source: Miller Kaplan   1 Excludes WRKS now operated under LMA with ESPN as WEPN-FM          Emmis wins!   By 6%; extending   performance lead on rivals     





 







6   KPWR (Power 106) in Los Angeles has been   strong; however, new headwinds are expected   YTD 9-month market revenue summary    Total revenues -3.0%   YTD 9-month Emmis revenue summary    Total revenues +8.2%      Los Angeles market    Power 106 has been Emmis’ top performing station for several years while facing limited direct   competition in the Los Angeles radio market    Market rank by radio revenues: #1    Ranking in primary demographic target: #1 (November 2014)    Revenues have outpaced the competitors in the Los Angeles market, helping Emmis’ market share   grow from 5.5% to 6.1% during the 9 months ended November 30, 2014      Market overview   Programming    Launched The Cruz Show in mornings with long-time Power 106 evening   personality J Cruz and nearly all of former morning show cast (lost one   member)    Completed research on station’s competitive positioning with Edison   Research   Talent    Completed or enhanced contract terms with key personalities J Cruz   (mornings), Yesi Ortiz (mid-days) and Felli Fel (afternoon drive) along   with morning show cast and key mixers    In December, reached 4-year agreement with award-winning program   director Jimmy Steal    Signed or finalizing employment agreements with key programming, sales   management, marketing and digital personnel               Tactical response to LA pressure   Sales    Enhanced commission structure for account executives    Working on companywide non-compete agreements for sales force   (evaluating alternatives in California)   Marketing and Promotion    Added $500K to Q1 marketing budget and retained full amount of core   digital and promotional budgets (i.e. targeted ticket giveaways and   Facebook advertising)     Increased total spend from $300K to $950K   Culture and Compensation    Finalizing lease extension to provide for tenant improvement allowance    Finalized non-executive, team incentive for hitting Fiscal 2016 budget           





 







7   New York market has been challenging; Emmis   executing its plan   YTD 9-month market revenue summary    Total revenues -7.3%   YTD 9-month Emmis revenue summary    Total revenues -6.0%      New York market    The New York market has been weak throughout calendar 2014, down mid to high single digits   after being up 5% in calendar 2013    Auto is down slightly while wireless and beverages are down significantly    National was off approximately 30% during the summer months and was down 18% for the 9-   months ended November 30, 2014   Market overview   Programming and Talent    Hiring new Program Director for Hot 97 with background at CBS and   Beasley who quickly landed new mid-day personality from Radio One-   Houston and afternoon personality from iHeart Media-San Francisco and   MTV to improve appeal to young-end audience    Locked up new or extended contracts with key talent including Ebro   Darden, Funk Flex, DJ Enuff, DJ Camillo on Hot 97 and Earthquake, Shaila   and Déjà vu on WBLS    Locking up these talents was more expensive in light of the public   disclosures in LA litigation               Tactical response to NYC market weakness   Sales    Restructured commissions to focus team on new business development,   digital and event sales in light of weak transaction environment    Staffed team to focus on selling large dollar integrated marketing   programs to national clients    Efforts focused on Summer Jam, Circle of Sisters and digital assets   Culture and Compensation    One-year post acquisition, team is integrated and working together more   effectively    Significant talent upgrades on-air, programming and in sales should begin   to improve operating performance in Fiscal 2016        





 







8   Emmis continues to outperform in other radio   markets; publishing business continues to grow   YTD 9-month market revenue summary    Total revenues -2.8%   YTD 9-month Emmis revenue summary    Total revenues -1.1%      St. Louis market (Emmis: 4 stations)    Emmis’ publishing operations consist of Texas Monthly, Los   Angeles, Atlanta, Indianapolis Monthly, Cincinnati, and Orange   Coast    Publishing grew revenues 3.5% in the 9-months ended   November 30, 2014    Custom publications (alumni magazines, visitor guides, etc.) has   been a profitable growth segment for Emmis’ publishing   division      Publishing summary    Emmis continues to outperform the St. Louis, Austin and   Indianapolis markets, beating market revenues in each of the   three radio markets    The Company captured additional market share of 0.5%, 3.1%   and 3.7% in St. Louis, Austin and Indianapolis, respectively    In addition to the three aforementioned markets, Emmis also   operates four stations in Terre Haute, IN that generated    $96,000 in cash flow for the Company      Performance overview   YTD 9-month market revenue summary    Total revenues +6.0%   YTD 9-month Emmis revenue summary    Total revenues +9.6%      Austin market (Emmis: 6 stations)   YTD 9-month market revenue summary    Total revenues -1.2%   YTD 9-month Emmis revenue summary    Total revenues +4.6%      Indianapolis market (Emmis: 4 stations)     





 







     Transaction overview   J.P. Morgan Securities LLC     





 







10   Actual % of x LTM Pro Forma % of x LTM   ($ millions) 11/30/2014  Market Cap. Adj. EBITDA 11/30/2014  Market Cap. Adj. EBITDA   Cash and Cash Equivalents $1.9 $1.9   $20mm Revolver due June 2019 10.0 4.9% 0.36x 10.0 3.6% 0.27x   Term Loan B due 2021 109.0 53.1% 3.88x 185.0 65.8% 5.00x   Total Balance Sheet Debt $119.0 58.0% 4.23x $195.0 69.3% 5.27x   Net Compliance Debt $117.1 4.16x $193.1 5.22x   Market Value of Equity   2   86.2 42.0% 86.2 30.7%   Total Market Capitalization $205.2 100.0% $281.2 100.0%   Less: Cash and Cash Equivalents (1.9) (1.9)   Enterprise Value $203.3 7.23x $279.3 7.55x   LTM 11/30/2014 Adjusted EBITDA $28.1   Pro Forma for 2nd Closing  11/30/2014 Adjusted EBITDA   3   $37.0   Pro Forma November 30, 20141 Pro Forma For 2nd Closing   Existing capitalization   Source: Company financials and projection model   Note: Capitalization table excludes Digonex and 98.7 non recourse debt   1 Leverage ratio nets $76.0 million of restricted cash against Term Loan balance   2 Market capitalization as of April 14, 2015   3 Pro forma for impact of WLIB/WBLS acquisition                  





 







11   Summary of amendment request   Summary of terms and conditions   Borrower: Emmis Operating Company (the “Company”)   Guarantors: All existing and future restricted domestic subsidiaries of the Borrower   Sole Bookrunner: J.P. Morgan Securities LLC   Administrative Agent: JPMorgan Chase Bank, N.A.   Ratings:  Corporate – [TBD]    Issue – [TBD]   Facilities: Facility Amount Tenor Rates LIBOR Floor OID Amortization    Revolver  $20mm 5 years L + 475 bps None 99.01 None      Term Loan B $185.0mm2 7 years L + 475 bps 1.00% 98.75   1.00% per annum;   bullet at maturity   Call Protection: 102 through February 29, 2016, 101 through February 28, 2017 and par thereafter (Term Loan B only)   Amortization (TL B): 0.50% through quarter ending January 1, 2016 and 1.25% thereafter   Use of Proceeds: Finance the acquisition of YMF Media, LLC’s New York cluster of radio stations (the “Acquisition”), refinance certain indebtedness,   pay fees and expenses and fund working capital and general corporate purposes   Security: First priority lien on, and security interest in, substantially all tangible and intangible property of the Borrower and each Guarantor,   including a pledge of 100% of the stock of the Borrower and each domestic restricted subsidiary, subject to FCC rules on licenses   Incremental Facility: $20mm plus an unlimited amount subject to pro forma net senior secured leverage < 3.50x   Financial Maintenance   Covenants:    Maximum Total Debt / EBITDA: Amend covenant to 6.75x through February 29, 2016, stepping down to 6.50x through May 31,   2016, 6.25x through August 31, 2016, 6.00x through November 30, 2017, 5.75x through February 28, 2017 and 4.00x thereafter    Minimum Interest Coverage (Revolver only): 2.00x      Mandatory Prepayments: Mandatory prepayments required from proceeds of:    100% of net cash proceeds of non-ordinary course asset sale proceeds, with 12-month reinvestment rights    100% of debt issuance proceeds (other than permitted debt)    75% of ECF stepping down to 50% when net senior secured leverage < 3.50x, 25% when net senior secured leverage                      < 2.75x and 0% when net senior secured leverage < 2.25x   Other Adjustments3:  EBITDA definition allowance for severance basket and limited radio station reformatting    Excess Cash Flow definition adjustment for LMA and financing fees   1 Taken in the form of an upfront fee   2 At closing $76mm was funded into escrow until the phase 2 Acquisition payment in February 2015    3 Severance basket to permit up to $5.0mm in add back as well as a radio station reformatting basket of $2.5mm; Excess Cash Flow adjustment up to $6.0mm   Note: The definitions of “Consolidated Excess Cash Flow” and “Consolidated EBITDA” will be amended to carve out fees and expenses in connection with the   Amendment      Borrower   Guarantors   Sole Bookrunner   Facilities   Security   Pricing Facility Drawn Cost Undrawn Cost LIBOR Floor Facility Drawn Cost Undrawn Cost LIBOR Floor   RC L + 500 bps 50.0bps n/a RC L + 600 bps 50.0bps n/a   TLB L + 500 bps n/a 1.00% TLB L + 600 bps n/a 1.00%   Incremental Facilities   Consent Fee   Call Premium (TLB)   Amortization (TLB)   Financial Covenants   Mandatory prepayments   37.5 bps 50.0 bps   102 call protection through the first anniversary of the Amendment   Date, 101 call protection through the second anniversary of the   Amendment Date and par thereafter   0.50% per quarter through FYE 2/28/16 and 5.0% per annum   thereafter   Reset 101 soft call for 12 months after amendment ffectiveness   1.0% per annum; with bullet payment due at maturity    Max. leverage ratio of 6.75x through February 29, 2016, stepping   down to 6.50x through May 31, 2016, 6.25x through August 31, 2016,   6.00x through Novemb r 30, 2016, 5.75x through F bruary 28, 2017   and 4.00x thereafter    Same as existing    Max. leverage ratio of 5.25x through November 30, 2014, stepping   up to 6.00x through February 29, 2016, stepping down to 4.75x   through November 30, 2016 and 4.00x ther after    Min. interest coverage ratio of 2.00x (RC only)    100% of debt issuance proceeds (other than Permitted Debt)    75% of ECF stepping down to 50% when net sr. sec. leverage <   3.50x, 25% when leverage < 2.75x, and 0% when < 2.25x    100% of net cash proceeds of non-ordinary course asset sales, as   well as insurance and co demnation proceeds, with 12-month   reinv stment rights    Same as existing   Illustrative Amendment #2 terms and conditions   Same as existing   Same as existing   Same as existing    Same as existing    Same as existing   Same as existing   Same as existing   1st priority lien on, and security interest in, substantially all tangible   and intangible property of the Borrower a d each Guarant , including   a pledge of 100% of the stock of the Borrower and each domestic   restricted subsidiary, subject to FCC rules on licenses   $20.0 million / unlimit d up to 3.5x net senior secured lever ge    7-year $185mm Senior Secured Term Loan B Facility   Amendment #1 terms and conditions   Emmis Operating Company (the “Borrower”)   All existing and future restricted, domestic subsidiaries   J.P. Morgan Securities LLC    5-year $20mm Senior Secured Revolving Credit Facility    





 







12   Fiscal Quarter Ending Ratio Fiscal Quarter Ending Ratio Fiscal Quarter Ending Ratio   August 31, 2014 5.25x August 31, 2014 5.25x August 31, 2014 5.25x   November 30, 2014 5.25x November 30, 2014 5.25x November 30, 2014 5.25x   February 28, 2015 5.25x February 28, 2015 6.00x February 28, 2015 6.00x   May 31, 2015 5.25x May 31, 2015 6.00x May 31, 2015 6.75x   August 31, 2015 5.25x August 31, 2015 6.00x August 31, 2015 6.75x   November 30, 2015 4.75x November 30, 2015 6.00x November 30, 2015 6.75x   February 29, 2016 4.75x February 29, 2016 6.00x February 29, 2016 6.75x   May 31, 2016 4.75x May 31, 2016 4.75x May 31, 2016 6.50x   August 31, 2016 4.75x August 31, 2016 4.75x August 31, 2016 6.25x   November 30, 2016 4.75x November 30, 2016 4.75x November 30, 2016 6.00x   February 28, 2017 and thereafter 4.00x February 28, 2017 and thereafter 4.00x February 28, 2017 5.75x   May 31, 2017 and thereafter 4.00x   Original Leverage Covenant Step-Down Schedule Amend #1 Leverage Covenant Step-Down Schedule Proposed Leverage Covenant Step-Down Schedule   Leverage covenant step down amendment   summary     





 







13   Preliminary transaction timeline   Key Dates    Tuesday April 21st, 2015 Launch amendment via Lender Conference Call       Draft Amendment documentation posted to IntraLinks    Wednesday April 29th, 2015 Consents due from Lenders    Thursday, April 30th, 2015 Closing and effectiveness    May 7th, 2015  Year end performance announcement   = Bank holiday = Important transaction date   April 2015 May 2015   S M T W T F S S M T W T F S   1 2 3 4 1 2   5 6 7 8 9 10 11 3 4 5 6 7 8 9   12 13 14 15 16 17 18 10 11 12 13 14 15 16   19 20 21 22 23 24 25 17 18 19 20 21 22 23   26 27 28 29 30 24 25 26 27 28 29 30   31     





 







     Appendix        





 







15   EBITDA Reconciliation   ($ thousands)   PF   11/30/14   Pro Forma Cash Flows $37,173   Less:  Katz credit ($1,024)   Less:  Minority Interest - Austin ($6,193)   Less:  Trade Income /  Plus: Trade Loss $97   Plus: Pro forma synergies - WBLS/WLIB $751   Plus: KIHT (St. Louis) reformatting losses --    Plus: Severance and Contract Termination Costs --    Plus: Preferred Litigation Costs $785   Plus:  Digonex Transaction Fees (legal fees) $266   Plus:  YMF legal fees and severance $1,250   Plus: NextRadio payments to Sprint funded by Emmis $768   Plus: YMF Earnout - Gain on contract settlement $2,500   Plus: Digonex operating losses (excluded sub) $594   Plus: Interest Income $31   LTM Adjusted EBITDA $36,998   EBITDA reconciliation