UNITED STATES
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007OR[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 333-121185 CBD MEDIA HOLDINGS LLC (Exact name of registrant as specified in its charter) DELAWARE03-0395275(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification Number)312 PLUM STREET, SUITE 90045202CINCINNATI, OHIO(Zip Code)(Address of principal executive offices) Registrants telephone number, including area code: (513) 397-6794 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) AND 12 (g) OF THE ACT: TITLE OF CLASSNAME OF EXCHANGE ON WHICH REGISTEREDN/AN/A  Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                      [X] Yes         [  ] No  1


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one): [  ] Large accelerated filer          [  ] Accelerated filer          [X] Non-accelerated filer  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). .                                                 [X] Yes         [  ] No   2      TABLE OF CONTENTS  PagePart IFINANCIAL INFORMATIONItem 1.Financial Statements4Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations17Item 3.Quantitative and Qualitative Disclosures About Market Risk22Item 4T.Controls and Procedures22Part IIOTHER INFORMATIONItem 1.Legal Proceedings24Item 1A.Risk Factors24Item 2.Unregistered Sales of Equity Securities and Use of Proceeds24Item 3.Defaults Upon Senior Securities24Item 4.Submission of Matters to a Vote of Security Holders24Item 5.Other Information24Item 6.Exhibits24Signatures26    3    PART I FINANCIAL INFORMATION  Item 1. Financial Statements.  CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 2007, DECEMBER 31, 2006 AND JUNE 30, 2006 (Dollars in Thousands)  June 30,
2007
(Unaudited)December 31,
2006June 30,
2006
(Unaudited)ASSETSCURRENT ASSETS:Cash and cash equivalents$5,907$7,673$10,772Accounts receivable (net of allowance of $4,565, $3,325 and $4,244 at June 30, 2007, December 31, 2006 and June 30, 2006, respectively)12,5265,56113,024Deferred directory costs19,26612,84019,200Prepaid expenses and other current assets2,041325529Related party receivable1,0962,0681,339Total current assets40,83628,46744,864PROPERTY AND EQUIPMENT (NET)303271266DEBT ISSUANCE COSTS (net of accumulated amortization of $7,625, $6,618 and $5,403 at June 30, 2007, December 31, 2006 and June 30, 2006, respectively)7,4518,0119,226GOODWILL27,11527,11527,115INTANGIBLE ASSETS (NET OF AMORTIZATION)173,436185,471197,751TOTAL ASSETS$249,141$249,335$279,222LIABILITIES AND MEMBERS CAPITAL (DEFICIT)CURRENT LIABILITIES:Accounts Payable  Intercompany$25$-$-Accounts payable7341,682810Accrued liabilities11,7878,58812,854Deferred revenue11,7467,61212,260Other current liabilities634634634Related party payable375234524Total current liabilities25,30118,75027,082LONG-TERM DEBT355,820360,000375,000OTHER LONG-TERM LIABILITIES (NET OF CURRENT PORTION)399516833Total liabilities381,520379,266402,915MEMBERS CAPITAL (DEFICIT):Contributed capital--Retained earnings (deficit)(132,379)(129,931)(123,693)Total members capital (deficit)(132,379)(129,931)(123,693)TOTAL LIABILITIES AND MEMBERS CAPITAL (DEFICIT)$249,141$249,335$279,222  See notes to condensed consolidated financial statements.   4    CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006 AND THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (Dollars in Thousands)  For the Three Months Ended June 30, 2007For the Three Months Ended June 30, 2006For the Six
Months Ended
June 30, 2007For the Six
Months Ended
June 30, 2006NET REVENUE (includes net related party amounts of $1,668 and $1,223 for the three months ended June 30, 2007 and 2006, respectively and amounts of $1,784 and $1,348 for the six months ended June 30, 2007 and 2006, respectively)$22,714$23,016$43,469$44,245COST OF REVENUE (includes related party amounts of $306 and $346 for the three months ended June 30, 2007 and 2006, respectively and amounts of $487 and $549 for the six months ended June 30, 2007 and 2006, respectively)8,1237,95916,07815,625AMORTIZATION AND DEPRECIATION6,0466,15212,09612,305GENERAL AND ADMINISTRATIVE EXPENSES (includes related party amounts of $500 for the three months ended June 30, 2007 and 2006, respectively and amounts of $1,000 and $1,000 for the six months ended June 30, 2007 and 2006, respectively)1,0811,1952,6852,340OPERATING INCOME7,4647,71012,61013,975OTHER (INCOME) EXPENSES:Interest expense8,2168,52016,38616,917Interest income(10)(14)(27)(25)Total other expenses8,2068,50616,35916,892NET (LOSS)$(742)$(796)$(3,749)$(2,917)    See notes to condensed consolidated financial statements.      5    CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED STATEMENTS OF MEMBERS CAPITAL (DEFICIT) (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (Dollars in Thousands)  Contributed
CapitalRetained
Earnings (Deficit)Total
Members Capital (Deficit)BALANCE AT DECEMBER 31, 2005$-$(120,776)$(120,776)NET LOSS(2,917)(2,917)BALANCE AT JUNE 30, 2006$-$(123,693)$(123,693)BALANCE AT DECEMBER 31, 2006$-$(129,931)$(129,931)NET LOSS(3,749)(3,749)CONTRIBUTIONS TO MEMBER1,3011,301BALANCE AT JUNE 30, 2007$-$(132,379)$(132,379)   See notes to condensed consolidated financial statements.   6    CBD MEDIA HOLDINGS LLC  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (Dollars in Thousands)  20072006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss$(3,749)$  (2,917)Adjustments to reconcile net loss to cash flows provided by operating activities:Depreciation and amortization12,09612,305Amortization of debt issuance costs1,0071,008Changes in certain working capital accounts:Accounts receivable(5,993)(8,226)Prepaid expenses and other assets(1,716)(91)Deferred directory costs(6,426)(5,982)Accounts payable and other current liabilities(782)328Accrued liabilities3,1994,212Deferred revenue4,1344,792Other(117)(217)Net cash provided by operating activities1,6535,212CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures(93)(97)Net cash used in investing activities(93)(97)CASH FLOWS FROM FINANCING ACTIVITIES:Contribution from member1,301-Debt issuance costs(447)-Payments on borrowings(4,180)(7,000)Net cash used in financing activities(3,326)(7,000)NET (DECREASE) IN CASH AND CASH EQUIVALENTS(1,766)(1,885)CASH AND CASH EQUIVALENTS:Beginning of period7,67312,657End of period$5,907$ 10,772SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for interest$15,515$ 15,994Cash paid for income taxes$-$            -  See notes to condensed consolidated financial statements.   7    CBD MEDIA HOLDINGS LLC  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006 (Dollars in Thousands)  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Nature of BusinessCBD Media Holdings LLC (CBD Holdings) is located in Cincinnati, Ohio and owns 100% of CBD Media LLC (CBD Media and, together with CBD Holdings, the Company). The Company publishes yellow page directories and sells directory advertising and information services in the Greater Cincinnati area, including Northern Kentucky and Southeast Indiana. These services are available to customers in the form of traditional printed directories, an internet-based directory website, www.cincinnatibellyellowpages.com, and electronic directories on CD-ROM.  CBD Holdings has no material operations of its own or assets other than the equity interests of CBD Media.  On October 13, 2004, the Company formed a wholly-owned finance subsidiary, CBD Holdings Finance, Inc. (CBD Holdings Finance), which is incorporated in the state of Delaware.  CBD Holdings Finance co-issued the senior notes, joint and severally, with the Company.  Separate financial statements for CBD Holdings Finance are not provided because CBD Holdings Finance does not have independent assets or operations from the Company.  Substantially all of the Companys operations are outsourced to third-party service providers, and the Company is dependent upon the performance of third parties for the following key components of its operations: sales of advertising, printing of directories, distribution and delivery of directories, and billing and collection. The Company has executed long-term contracts with these third-parties. A change in these suppliers could cause a disruption in the Companys business due to the time it would take to locate and qualify an alternate supplier for these services.  On March 20, 2007, the businesses of the Company and Local Insight Media, L.P. (Local Insight) were combined.  As a result of the consummation of such combination (the Combination): (i) CBD Holdings became an indirect, wholly owned subsidiary of Local Insight and (ii) CBD Media remained a wholly owned subsidiary of CBD Holdings.  For more details regarding the Combination, see Note 5, Change of Control Transaction.  Basis of PresentationThe condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The information disclosed in the notes to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2006 has not changed materially unless otherwise disclosed herein. Financial information as of December 31, 2006 included in these condensed consolidated financial statements has been derived from audited consolidated financial statements. In managements opinion, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the interim periods have been made.  Results of operations are not necessarily indicative of the results that may be expected for future interim periods or for the full year.  Cash and Cash EquivalentsCash and cash equivalents represent cash on hand and demand deposits with banks and short-term, highly liquid investments.  Property and EquipmentDepreciation is computed using the straight-line method over estimated useful lives ranging from three to five years.  Goodwill and Intangible AssetsAt inception the Company adopted Financial Accounting Standard No. (FAS) 142Goodwill and Other Intangible Assets. Recorded goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually in the fourth quarter. Other intangible assets are reviewed for impairment in accordance with FAS 144Accounting for the Impairment or Disposal of Long-Lived Assets. All other intangible assets except for advertiser related assets are amortized using the straight-line amortization method. Advertiser related assets are amortized using an accelerated amortization method that matches the expected benefit derived from the advertisers. The accelerated amortization method used is a method that allocates amortization expense in proportion to each years expected revenues to the total expected revenues over the thirty year life of the Companys advertisers. Based on the Companys experience, advertiser attrition is more rapid in the earlier years of the life of the Companys advertisers.  A thirty year life was established for the advertiser related assets because the Companys historical experience shows that some advertisers continue to use the Companys service for periods of up to thirty years. A summary of intangible assets is as follows:   8    Advertiser
listNon-compete
covenantListing
databaseTrademark and
tradename
licensesTotalCarrying amount June 30, 2006$52,000$154,000$200$104,000$310,200Accumulated amortization(23,129)(66,733)(87)(22,500)(112,449)Net amount at June 30, 2006$28,871$87,267$113$81,500$197,751Carrying amount December 31, 2006$52,000$154,000$200$104,000$310,200Accumulated amortization(25,099)(74,433)(97)(25,100)(124,729)Net amount at December 31, 2006$26,901$79,567$103$78,900$185,471Carrying amount June 30, 2007$52,000$154,000$200$104,000$310,200Accumulated amortization(26,824)(82,133)(107)(27,700)(36,764)Net amount at June 30, 2007$25,176$71,867$93$76,300$173,436  Amortization of identifiable intangible assets for the next five years as of June 30, 2007 is as follows:  Period ending June 30:2008$23,855200923,452201023,100201122,792201216,096    Deferred Directory CostsDirect costs incurred related to directories published in June and November of each year are deferred and amortized over the life of the directory, generally twelve months. Primary directory costs include sales commissions paid to sales agents and printing and distribution costs associated with the directory publications.  Debt Issue CostsThe costs related to the issuance of debt are capitalized and amortized to interest expense over the life of the related loans using the effective interest method.  Amortization of approximately $1,007 and $1,008 has been charged to interest expense for the six months ended June 30, 2007 and 2006, respectively.  Vendor IncentivesThe Company has long-term contracts with certain vendors under which the vendors pay cash incentives to the Company for entering into the contracts. These incentives are recorded as deferred income and amortized as a reduction of cost of sales over the related contract terms. The amount of deferred vendor incentives that are expected to be amortized within one year are recorded as a current liability within other current liabilities. The remaining portion of deferred vendor incentives are recorded within other long-term liabilities. Total deferred vendor incentives were approximately $1,033, $1,150 and $1,467 at June 30, 2007, December 31, 2006 and June 30, 2006, respectively.  Fair Value of Financial InstrumentsThe carrying amounts reported in the balance sheet for cash and cash equivalents, accounts receivable, accounts payable and other accrued expenses approximate their fair values due to the short-term nature of these financial instruments. The fair value of the Companys long-term debt, including current maturities, is estimated using discounted cash flow analyses, based on the incremental borrowing rates currently available to the Company for similar debt with similar terms and maturity.  Concentration of Credit RisksFinancial instruments which potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. Management believes its credit policies are prudent and reflect normal industry terms   9   and business risk. The Company does not anticipate non-performance by its customers and, accordingly, does not ordinarily require collateral.  Revenue RecognitionRevenue is primarily the result of selling advertising that is subsequently placed in the Cincinnati Bell Yellow Pages. Revenues related to publishing directories are recognized using the amortization method under which revenues are recognized over the lives of the directories, generally twelve months. Deferred revenue relates to the sale of advertising to national advertisers which is billed in advance and recognized over the lives of the directories. Net revenue includes primarily estimated sales adjustments for estimated losses due to claims resulting from publication errors, omissions in customer advertising, customer early terminations or other customer complaints. The estimated sales adjustments are determined based on historical experience, current knowledge of customers with disconnected phone service, and customer complaints received.  Income TaxesNo provision for federal taxes is required because the Company has elected to be taxed as a limited liability company; accordingly, the members respective share of income is included in its federal return.  Use of EstimatesThe preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from those estimates.   2. LONG-TERM DEBT  Long-term debt at June 30, 2007, December 31, 2006 and June 30, 2006 consisted of the following:  June 30,
2007December 31,
2006June 30,
20069 1⁄4% Senior notes due 2012$100,000$100,000$100,00085/8% Senior subordinated notes due 2011147,820150,000150,000Term loan facility, payable to a consortium of banks, with interest of 7.82%, 7.73%, and 7.76% at June 30, 2007, December 31, 2006, and June 30, 2006, respectively. Due on December 31, 2009.108,000110,000125,000Total$355,820$360,000$375,000   The Company has a revolving line of credit as part of the same senior credit facility as the term loan, under which the Company may borrow up to $5,000 at the banks prime rate or LIBOR, plus applicable margins.  There were no borrowings outstanding on the revolving line of credit at June 30, 2007, December 31, 2006 or June 30, 2006.  Substantially all assets of the Company are pledged as collateral under the existing debt agreements.  Under the terms of the loan agreements noted above, certain restrictive covenants exist regarding the Companys ability to enter into new loan agreements, enter into interest rate hedges, buy or sell assets, enter into mergers or acquisitions, affect a liquidation of the Company, pay dividends, or amend the provisions of the Companys Certificate of Formation and Operating Agreement or any provision of any material contract.  Other restrictive covenants include leverage restrictions and interest coverage.  At June 30, 2007 and 2006, the Company was in compliance with all restrictive covenants.  Further, the terms of the indenture governing the senior subordinated notes significantly restrict CBD Media and its subsidiaries from paying dividends or distributions to us and otherwise transferring assets to us if the aggregate amount of such dividends, distributions and transfers, together with all other restricted payments made by CBD Media since July 1, 2003, would exceed the sum of an amount calculated pursuant to a formula taking into account, among other things, the amount of CBD Medias consolidated cash flow since July 1, 2003.  There is no exception to this restriction in the indenture governing the senior subordinated notes that would specifically permit us to pay interest and liquidated damages, if any, on the senior notes, repay the senior notes at maturity or to repurchase senior notes in connection with an asset sale or change of control transaction.  Moreover, CBD Medias ability to make any such dividends, distributions or other restricted payments requires that CBD Media (1) not be in default under the indenture and (2) be in compliance with the leverage ratio set forth in such indenture (which measures its ratio of indebtedness to consolidated cash flow).  The Combination resulted in a Change of Control for purposes of the indentures governing CBD Holdings 9 1⁄4% Senior notes due 2012 and CBD Medias 8 5⁄8% Senior subordinated notes due 2011.  In connection with the Combination: (i) CBD Holdings offered to repurchase any and all of its 9 1⁄4% Senior notes due 2012 and (ii) CBD Media offered to repurchase any and all of its 8 5⁄8% Senior subordinated notes due 2011.  Upon the close of such offers, $2,180 of CBD Media’s 8 5⁄8% Senior subordinated notes due 2011 and none of CBD Holdings’ 9 1⁄4% Senior notes due 2012 had been tendered and repurchased.   10    The fair value of the Company’s debt obligations was approximately $360,369, $365,625 and $372,438 as of June 30, 2007, December 31, 2006 and June 30, 2006, respectively.  Scheduled maturities of long-term debt are as follows:  Year ending December 31:2009$108,0002011147,8202012100,000TOTAL$355,820  Immediately prior to the closing of the Combination a special dividend in the aggregate amount of $82 million (the Special Dividend) was paid to CBD Holdings equity holders.  Such special dividend is described in greater detail below in Note 5, Change of Control Transaction.  The Special Dividend was funded pursuant to a Bridge Loan Agreement (the Bridge LoanAgreement) dated as of March 20, 2007, by and among CBD Investor, Inc., CBD Media Holdings II LLC, Local Insight Media LLC, the several lenders from time to time parties thereto, and Wachovia Investments Holdings, LLC as administrative agent.  Under the Bridge Loan Agreement, CBD Investor borrowed an aggregate of $91 million, which was used to fund the Special Dividend, to pay fees and expenses arising in connection with the transaction and for working capital purposes.  3. RELATED PARTY TRANSACTIONS  Affiliates of Cincinnati Bell Inc., a limited partner of Local Insight, provide the Company with billing, collection and distribution services. The related party receivable reported on the balance sheet represents cash collected by Cincinnati Bell Telephone that has not been remitted to the Company.  Total fees for such services were $487 and $549 for the six months ended June 30, 2007 and 2006, respectively. In addition, the Company provides Cincinnati Bell Telephone with advertising, printing and distribution services. Total gross fees for such services were $4,893 and $4,565, for the six months ended June 30, 2007 and 2006, respectively, which had related pass through expenses of $3,110 and $3,217 for the six months ended June 30, 2007 and 2006, respectively.  Entities affiliated with CBD Holdings provide management services to the Company under the terms of an advisory agreement. Total fees for such services were $555 and $1,000 for the six months ended June 30, 2007 and 2006, respectively.  4. MANAGEMENT UNIT AWARDS AND INCENTIVE COMPENSATION  During 2002, CBD Holdings awarded 23,570 Class C units in CBD Holdings to management of CBD Media.  During 2003, an additional 806 Class C units were issued.  In 2004, 330 Class C units were forfeited.  The fair value of the Class C units awarded to management of the Company on the date of grant was determined to be less than $3.  The Class C units were subject to various restrictions, including continuous employment over a four year period.  Subsequent to the vesting period, any transfer or sale of the Class C units was subject to the approval of the majority owners of CBD Holdings.  Management believed that the restrictions on liquidation and lack of voting rights made the Class C units subordinate to the other classes of unit holders in CBD Holdings.  Prior to the adoption of FAS 123-R  Share-Based Payment, management considered this arrangement to be consistent with the definition of junior stock and was accounted for on its measurement date in accordance with Financial Accounting Standards Board Interpretation No. (FIN) 38  Determining the Measurement Date for Stock Option, Purchase, and Award Plans Involving Junior Stock.  Compensation expense was not recorded until a measurement date was reached in accordance with FIN 38.   11    On January 1, 2006, the Company adopted FAS 123-R, using a modified prospective application.  Accordingly, prior period amounts have not been restated.  The adoption of FAS 123-R did not have a significant effect on the Companys financial statements and related disclosures.  In connection with the recapitalization in June 2003, CBD Investor, Inc. (parent of CBD Holdings prior to the Combination) established an incentive compensation program for the Companys employees who held the Class C units, under which CBD Investor, Inc. paid these employees as a group an aggregate amount of approximately $1,000 upon consummation of the recapitalization, which was expensed in July 2003.  Additionally, CBD Investor, Inc. agreed to provide an additional pool to these employees of up to $4,350.  In April 2005, the holders of the Class C units received aggregate tax distributions from the Company of approximately $36.  As these distributions were made by the Company without regard to vesting or eventual vesting of the Class C units, such distributions were recorded as compensation expense.  Due to the change in control, the Class C Unit Holders were paid $856.  In connection with the October 2004 recapitalization, the holders of the Class C units received distributions from the Company of approximately $1,326.  As these distributions were made by the Company without regard to vesting or eventual vesting of the Class C units, such distributions were recorded as compensation expense.  In addition, CBD Holdings established an incentive compensation program under which the holders of the Class C units were eligible to receive additional distributions of approximately $1,315.  The Class C units generally vested over a three-year period on each anniversary of the recapitalization, subject to continued employment with the Company.  In October 2005, CBD Holdings paid approximately $438, or approximately one-third of the remaining $1,326 to holders of the Class C units.  The holders of Class C units became fully vested upon the completion of the Combination and participated in the payment of the Special Dividend on March 20, 2007.  Compensation expense for the six months ended June 30, 2007 and 2006 was $140 and $164, respectively.  5. CHANGE OF CONTROL TRANSACTION  On March 20, 2007, CBD Media and Local Insight consummated the previously announced combination of their businesses pursuant to a Contribution Agreement (the Agreement), dated as of December 11, 2006, by and among Local Insight Media, LLC (LIM, LLC, the predecessor of Local Insight), CBD Investor, Inc. (CBD Investor), Cincinnati Bell Inc. Holdings (CBIH), the holders of equity securities of CBD Investor (the CBD Investor Stockholders), the holders of Class C Units of CBD Media Holdings (the Class C Holders), and the holders of equity securities of LIM, LLC.  This agreement caused change of shareholders, while not altering the operation of the business from its previous form.  Prior to the Combination, CBD Investor, CBIH and the Class C Holders collectively owned 100% of the membership interests of CBD Holdings.  In connection with the consummation of the transactions contemplated by the Agreement: (i) all the membership interests of CBD Holdings held by CBIH and the Class C Holders were contributed to CBD Media Holdings II LLC (Holdings II); (ii) LIM, LLC, directly or indirectly, received a contribution of (A) all the equity interests of CBD Investor from the CBD Investor Stockholders and (B) all the equity interest of Holdings II held by CBIH and the Class C Holders; (iii) LIM, LLC contributed all the equity interests of CBD Investor and Holdings II to Local Insight Media, Inc., a wholly owned subsidiary of LIM, LLC (LIMI); (iv) LIMI contributed all the equity interests of Holdings II to CBD Investor; (v) Holdings II merged with and into CBD Investor; and (vi) LIM, LLC converted from a limited liability company into a limited partnership.  As a result of the Combination, CBD Holdings became an indirect, wholly owned subsidiary of Local Insight.  Prior to the Combination: (i) certain affiliates of Spectrum Equity Investors (Spectrum), through CBD Investor, owned membership interests that represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital IV, L.P. and WCAS Management Corporation (collectively, WCAS) owned in excess of 99% of LIM, LLC.  Following the consummation of the Combination, WCAS owned approximately 71% of Local Insights limited partnership interests and Spectrum owned approximately 27% of Local Insights limited partnership interests.  Immediately prior to the consummation of the Combination, the Special Dividend, in the aggregate amount of $82 million, was paid to the CBD Investor Stockholders, CBIH and the Class C Holders.  The Special Dividend was funded pursuant to the Bridge Loan Agreement. The Agreement was filed with the SEC as Exhibit 2.1 to CBD Holdings 8-K filed on March 27, 2007.  6. RESTRICTED SUBSIDIARIES  CBD Holdings is a holding company with no material operations of its own or assets other than the equity interests of CBD Media.  CBD Holdings operations are conducted through CBD Media.  In October 2004, CBD Holdings issued and sold   12   $100,000 of 9 1⁄4% senior notes due 2012; see Note 2.  CBD Holdings ability to make payments on the notes is dependent on the earnings and distribution of funds from CBD Media through loans, dividends or otherwise.  However, CBD Media is not obligated to make funds available to CBD Holdings for payment on the notes.  The terms of the senior credit facility and the indenture governing the subsidiary notes significantly restrict CBD Media from paying dividends and otherwise transferring assets to CBD Holdings, except for administrative, legal and accounting services.  Set forth below are the consolidated financial statements of CBD Holdings and its restricted subsidiaries as of June 30, 2007, December 31, 2006 and June 30, 2006 and for the six months ended June 30, 2007 and 2006.  The equity method of accounting has been used by CBD Holdings to report its investment in subsidiaries.  Separate financial statements for CBD Holdings are not presented based on managements determination that they do not provide additional information that is material to investors.   13


June 30, 2007December 31, 2006June 30, 2006CBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedASSETSCURRENT ASSETS:Cash and cash equivalents$5,907$5,907$456$7,217$7,673$892$9,880$10,772Accounts receivable (net)12,52612,5265,5615,56113,02413,024Deferred directory costs19,26619,26612,84012,84019,20019,200Prepaid expenses and othercurrent assets2,0412,041325325529529Related party receivable1,0961,0962,0682,0681,3391,339Total current assets ..40,83640,83645628,01128,46789243,97244,864PROPERTY AND EQUIPMENT(NET) ...303303271271266266DEBT ISSUANCE COSTS(NET) ...$2,4315,0207,4512,6725,3398,0112,9136,3139,226GOODWILL.27,11527,11527,11527,11527,11527,115INTANGIBLE ASSETS (NET)..173,436173,436185,471185,471197,751197,751TOTAL ASSETS.$2,431$246,710$249,141$3,128$246,207$$249,335$3,805$275,417$$             279,222LIABILITIES AND MEMBERSCAPITAL (DEFICIT)CURRENT LIABILITIES:Accounts payable intercompany..$25$25Accounts payable.734734$1,682$1,682$810$810Accrued liabilities$4,2657,52211,787$4,2654,3238,588$4,2658,58912,854Deferred revenue..11,74611,7467,6127,61212,26012,260Other current liabilities.634634634634634634Related party payable..375375234234524524Total current liabilities..4,26521,03625,3014,26514,48518,7504,26522,81727,082LONG-TERM DEBT100,000255,820355,820100,000260,000360,000100,000275,000375,000OTHER LONG-TERMLIABILITIES.399399516516833833EXCESS DISTRIBUTIONS FROMSUBSIDIARY30,545$(30,545)28,794$(28,794)23,233$(23,233)TOTAL LIABILITIES134,810277,255(30,545)381,520133,059275,001(28,794)379,266127,498298,650(23,233)402,915MEMBERS CAPITAL (DEFICIT):Contributed capital ...Retained earnings (deficit)(132,379)(30,545)30,545(132,379)(129,931)(28,794)28,794(129,931)(123,693)(23,233)23,233(123,693)Total members' capital (deficit)(132,379)(30,545)30,545(132,379)(129,931)(28,794)28,794(129,931)(123,693)(23,233)23,233(123,693)TOTAL LIABILITIES ANDMEMBERS CAPITAL(DEFICIT)$2,431$246,710$                 -$249,141$3,128$246,207$              -$249,335$3,805$275,417$                -$     279,222


14


Six Months Ended June 30, 2007Six Months Ended June 30, 2006CBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedNET REVENUE ...$43,469$43,469$44,245$44,245COST OF REVENUE ...16,07816,07815,62515,625AMORTIZATION ANDDEPRECIATION....12,09612,09612,30512,305GENERAL ANDADMINISTRATIVEEXPENSES..2,6852,2402,3402,340OPERATING INCOME (LOSS)..12,61013,05513,97513,975OTHER (INCOME) EXPENSES:Interest expense.$4,86611,52016,386$4,86612,05116,917Interest income..(27)(27)(3)(22)(25)Earnings in subsidiary..(1,562)$1,562(1,946)$1,946Total other (income) expenses3,30411,4931,56216,3592,91712,0291,94616,892NET INCOME (LOSS)$(3,304)$1,117$(1,562)$(3,304)$(2,917)$1,946$(1,946)$(2,917)


15


Six Months Ended June 30, 2007Six Months Ended June 30, 2006CBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCBD
HoldingsRestricted
SubsidiariesEliminationsConsolidatedCASH FLOWS FROMOPERATING ACTIVITIES:Net income (loss).$(3,749)$1,117$(1,117)$(3,749)$(2,917)$1,946$(1,946)$(2,917)Adjustments to reconcile netincome (loss) to cash flowsprovided by operating activities:Depreciation andamortization ......12,09612,09612,30512,305Amortization of debt issuancecosts..2417661,0072417671,008Subsidiary earnings(1,117)1,117(1,946)1,946Changes in certain workingcapital accounts:Accounts receivable......(5,993)(5,993)(8,226)(8,226)Prepaid expenses and otherassets......(1,716)(1,716)(91)(91)Deferred directory costs...(6,426)(6,426)(5,982)(5,982)Accounts payable.(782)(782)328328Accrued liabilities3,1993,1994,2124,212Deferred revenue..4,1344,1344,7924,792Other.._______(117)___________(117)_______(217)___________(217)Net cash provided by (used in)operating activities..(4,625)6,2781,653(4,622)9,834-5,212CASH FLOWS FROM INVESTINGACTIVITIES  Capital(93)(93)-(97)-(97)ExpendituresCASH FLOWS FROM
FINANCING ACTIVITIES:Member contributions1,757(456)856Distributions from (to) Members(456)456Intercompany distributions
received (paid)4,625(4,625)4,625(4,625)Debt issuance costs..(447)(447)Payments on borrowings(4,180)(4,180)(7,000)(7,000)Net cash provided by (usedin) financing activities4,169(7,495)(3,326)4,625(11,625)(7,000)NET INCREASE (DECREASE) INCASH AND CASHEQUIVALENTS(456)(1,310)(1,766)3(1,888)(1,885)CASH AND CASHEQUIVALENTS:Beginning of period...4567,2177,67388911,76812,657End of period....-$5,907-$5,907$892$9,880$10,772SUPPLEMENTAL CASH FLOWINFORMATION:Cash paid for interest..$4,625$10,890-$15,515$4,625$11,369-$15,994Cash paid for income taxes


16


Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.  Overview  As used herein, unless the context otherwise requires, CBD Media refers to the business of CBD Media LLC, CBD Holdings refers to CBD Media Holdings LLC, the parent of CBD Media, and the Company, we, us, our or other similar terms refer collectively to CBD Holdings and CBD Media.  CBD Holdings operates entirely through its wholly-owned subsidiary, CBD Media.   We are the exclusive telephone directory publisher for Cincinnati Bell branded yellow pages in the Cincinnati-Hamilton metropolitan area, which is the 23rd largest metropolitan area in the country according to the most recent U.S. Census.  We are a leader in the directory publishing industry, and in 2006, we believe our directories captured over 86% of total directory advertising spending in the Cincinnati-Hamilton metropolitan area.  We generate our revenues primarily through the sale of advertising in our directories.  In 2006, we published 15 yellow pages directories and distributed over 2.4 million copies.  These directories included advertisements from over 16,000 local customers who are principally small and medium-sized businesses, as well as approximately 1,200 national advertisers.  We are also the exclusive publisher of the white pages for Cincinnati Bell Telephone.  In 2006, we published one white pages directory and distributed over one million copies to businesses and residences.  On June 13, 2003, we entered into a senior credit facility providing for borrowings in an aggregate principal amount of up to $165.0 million, including a tranche B term loan facility of $160.0 million and a revolving credit facility providing for borrowings of up to $5.0 million.  On June 13, 2003, we issued $150.0 million of 8 5⁄8% senior subordinated notes due 2011, which we refer to as “senior subordinated notes”.  We refer to the June 2003 transactions as the “2003 recapitalization”.  The tranche B term loan facility was subsequently refinanced in February 2004 with a tranche C facility.  In October 2004, we completed a recapitalization, which we refer to as the 2004 recapitalization.  We issued and sold $100.0 million of 9 1⁄4% senior notes due 2012, which we refer to as the senior notes.  In connection with the 2004 recapitalization, we amended the senior credit facility by replacing the existing tranche C term loan with a $153.0 million tranche D term loan.  CBD Media distributed approximately $27.0 million to us, and we, in turn, distributed such funds, along with the net proceeds of the senior notes offering to our equityholders.  On March 20, 2007, CBD Media and Local Insight Media, LP (Local Insight) consummated the previously announced combination of their businesses (the Combination) pursuant to a Contribution Agreement (the Agreement), dated as of December 11, 2006, by and among Local Insight Media, LLC (LIM, LLC, the predecessor of Local Insight), CBD Investor, Inc. (CBDInvestor), Cincinnati Bell Inc. Holdings (CBIH), the holders of equity securities of CBD Investor (the CBD InvestorStockholders), the holders of Class C Units of CBD Media Holdings (the Class C Holders), and the holders of equity securities of LIM, LLC.  Prior to the Combination, CBD Investor, CBIH and the Class C Holders collectively owned 100% of the membership interests, of CBD Holdings.  In connection with the consummation of the transactions contemplated by the Agreement: (i) all the membership interests of CBD Holdings held by CBIH and the Class C Holders were contributed to CBD Media Holdings II LLC (Holdings II); (ii) LIM, LLC, directly or indirectly, received a contribution of (A) all the equity interests of CBD Investor from the CBD Investor Stockholders and (B) all the equity interest of Holdings II held by CBIH and the Class C Holders; (iii) LIM, LLC contributed all the equity interests of CBD Investor and Holdings II to Local Insight Media, Inc., a wholly owned subsidiary of LIM, LLC (LIMI); (iv) LIMI contributed all the equity interests of Holdings II to CBD Investor; (v) Holdings II merged with and into CBD Investor; and (vi) LIM, LLC converted from a limited liability company into a limited partnership.  As a result of the Combination, CBD Holdings became an indirect, wholly owned subsidiary of Local Insight.  Prior to the Combination: (i) certain affiliates of Spectrum Equity Investors (Spectrum), through CBD Investor, owned membership interests that represented approximately 95% of the economic interests and 100% of the voting power, respectively, of CBD Media Holdings and (ii) Welsh, Carson, Anderson & Stowe X, L.P., WCAS Capital IV, L.P. and WCAS Management Corporation (collectively, WCAS) owned in excess of 99% of LIM, LLC.  Following the consummation of the Combination, WCAS owned approximately 71% of Local Insights limited partnership interests and Spectrum owned approximately 27% of Local Insights limited partnership interests.   17    Critical Accounting Policies and Estimates  Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States of America. The application of these principles requires that in some instances we make estimates and assumptions regarding future events that impact the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Predicting future events is inherently an imprecise activity and as such requires the use of judgments. On an ongoing basis, we review the basis for our estimates and will make adjustments based on current and anticipated economic conditions, accepted actuarial valuation methodologies or other factors that we consider to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates.  We consider the following policies to be important in understanding the judgments involved in preparing our financial statements and the uncertainties that could affect our financial condition, results of operations or cash flows.  Revenue recognition. The sale of advertising in telephone directories published by us is our primary source of revenue. We recognize revenues ratably over the life of each directory using the deferral and amortization method, with revenue recognition commencing in the month of delivery.  Revenue from internet advertisements is recognized ratably over the twelve-month period we commit to carry the advertisement.  Cost of revenue. Direct costs related to the publication of print directories, including sales commissions, paper, printing, transportation, distribution and pre-press production and employee costs relating to each of the foregoing are recognized ratably over the life of each directory under the deferral and amortization method, with cost recognition commencing in the month of delivery.  Allowance for sales adjustments. Adjustments to revenue are primarily for estimated losses due to claims resulting from publication errors, omissions in customer advertising, customer early terminations or other customer complaints. Adjustments to revenue are accrued over the time period for which the associated revenues are billed.  Vendor incentives. We have long-term contracts with various vendors under which the vendors pay cash incentives to us for entering into the contracts. These incentives are recorded as deferred income and amortized as a reduction of cost of revenue over the related contract terms. The amount of deferred vendor incentives that are expected to be amortized within one year are recorded as a current liability within other current liabilities. The remaining portion of deferred vendor incentives are recorded within other long-term liabilities.  Goodwill and other intangible assets. Recorded goodwill and intangible assets with indefinite lives are not amortized, but are tested for impairment annually in the fourth quarter. All other finite lived intangible assets are not amortized over their useful lives and are reviewed for impairment in accordance with SFAS No. 144.  Results of Operations  Comparison of Results of Operations for the Three Months Ended June 30, 2007 and 2006.  Net Revenue. Net revenue for the three months ended June 30, 2007 was $22.7 million, consisting of $16.9 million in local advertising, $3.5 million in national advertising and $2.3 million in internet advertising. Net revenue for the three months ended June 30, 2006 was $23.0 million, consisting of $18.0 million in local advertising, $3.5 million in national advertising and $1.5 million in internet advertising.  The difference is primarily related to the decrease in local revenue from the directories published in June 2006 and the increase of adjustment for reserves by $0.5 million.  In addition, internet revenue increased by $0.8 million over the same quarter in 2007.  Adjustments to revenue for estimated losses due to claims resulting from publication errors, omissions in customer advertising, customer early terminations or other customer complaints were $0.4 million and zero for the three months ended June 30, 2007 and 2006, respectively.  Adjustments as a percentage of total revenue were 2% for the three months ended June 30, 2006 and zero for the three months ended June, 30 2006.  The reduction in 2006 was reflective of an improvement on billed collections over the reserve rate being utilized previously.  Cost of Revenue. Cost of revenue was $8.1 million for the three months ended June 30, 2007 and $8.0 million for the three months ended June 30, 2006.  Cost of revenue represented 36% and 35% of net revenue for the three months ended June 30, 2007 and 2006, respectively.  The increase was primarily related to an increase in Internet production expense of $300 thousand due to increase internet revenue and reduced commissions expense of $200 thousand as a result of lower revenue.  General and Administrative Expense. General and administrative expense was $1.1 million for the three months ended June 30, 2007 and $1.2 million for the three months ended June 30, 2006.   18    Depreciation and Amortization Expense. Depreciation and amortization expense was $6.0 million for the three months ended June 30, 2007 and $6.2 million for the three months ended June 30, 2006.  Interest Expense. Interest expense was $8.2 million for the three months ended June 30, 2007 and $8.5 million for the same period in 2006.  Net Loss. Net loss was $0.7 million for the three months ended June 30, 2007 and was $0.8 million for the same period in 2006.  Comparison of Results of Operations for the Six Months Ended June 30, 2007 and 2006.  Net Revenue.Net revenue for the six months ended June 30, 2007 was $43.5 million, consisting of $32.1 million in local advertising, $7.1 million in national advertising and $4.3 million in internet advertising; net revenue for the six months ended June 30, 2006 was $44.2 million, consisting of $34.4 million in local advertising, $7.1 million in national advertising and $2.7 million in internet advertising.  Net revenue decreased $0.7 million as a result of an increase over the six months of $0.4 million in reserve adjustments and a decrease in local print revenue of $1.8 million relating to lower gross revenues in 2006.  This decrease was partially offset by a $1.6 million increase in internet revenue.  Adjustments to revenue for estimated losses due to claims resulting from publication errors, omissions in customer advertising, customer early terminations or other customer complaints were $1.1 million and $0.7 million for the six months ended June 30, 2007 and 2006, respectively.  Adjustments as a percentage of total revenue were 3% for the six months ended June 30, 2007 and 2% for the six months ended June 30, 2006.  The reduction in 2006 was reflective of an improvement on billed collections over the reserve rate being utilized previously.  Cost of Revenue.Cost of revenue was $16.1 million for the six months ended June 30, 2007 and $15.6 million for the six months ended June 30, 2006.  Cost of revenue was 37% of net revenue for the six months ended June 30, 2007 and 35% of net revenue for the six months ended June 30, 2006.  The increase was primarily related to an increase in Internet production expense of $800 thousand due to increase internet revenue and reduced commissions $400 thousand as result of lower print revenues.  General and Administrative Expense.General and administrative expense was $2.7 million for the six months ended June 30, 2007 and $2.3 million for the six months ended June 30, 2006.  General and administrative expense was 6% and 5% of net revenue for the six months ended June 30, 2007 and 2006, respectively.  The increase is due to additional one-time expenses associated with the Combination.  Depreciation and Amortization Expense.Depreciation and amortization expense was $12.1 million for the six months ended June 30, 2007 and $12.3 million for the six months ended June 30, 2006.  Interest Expense.Interest expense was $16.4 million for the six months ended June 30, 2007 and $16.9 million for the six months ended June 30, 2006.  The decrease is primarily related to the decrease in the outstanding balance on the term loan facility.  Net Loss.Net loss was $3.7 million for the six months ended June 30, 2007 and $2.9 million for the six months ended June 30, 2006.  The increase loss was due to lower revenues associated with local print revenues and increase costs associated with higher internet advertising revenue.  These factors were partially off set by lower amortization expense and reduced interest expense as a result of lower outstanding debt levels.  Liquidity and Capital Resources  Our management believes that cash flow generated from operations will be sufficient to continue to fund our interest and principal payment obligations, working capital requirements and future capital expenditures.  The revolving credit facility provides an additional source of capital to fund these obligations, subject to the restrictions contained in the senior credit facility and the indentures governing the senior notes and senior subordinated notes.  Any future acquisitions may require additional capital, which may be financed through borrowings under the revolving portion of the senior credit facility, the issuance of additional indebtedness or, issuance of equity securities of us or CBD Media, net cash provided by operations, other third-party financing or a combination of these alternatives.  Such capital may not be available to us on acceptable terms or at all.  Total capital expenditures were $93,000 in 2007 and $97,000 in 2006.  We anticipate that the amount of capital expenditures will remain at insignificant levels and will not significantly increase for the foreseeable future.  Net Cash Provided by Operations.Net cash provided by operations for the six months ended June 30, 2007, was $1.6 million as compared to $5.2 million for the same period in 2006.   The change was primarily due higher net loss, an increase in prepayment of $1.5 million relating to the early payment in 2007 of the management fee.  In addition, accrued liabilities decreased $1.0 million as a   19   result of $400 thousand reduction in accrued interest and a reduction of $600 thousand relating to the restricted dividend which was paid on March 20, 2007.  Net Cash Used In Financing Activities.Net cash used in financing activities for the six months ended June 30, 2007, was $3.3 million as compared to $7.0 million for the same period in 2006.  The change was primarily due to decrease in payments on borrowings.  Net Cash Used in Investing Activities.Net cash used in investing activities was $93,000 for the six months ended June 30, 2007 and $97,000 for the six months ended June 30, 2006.  Indebtedness.On June 13, 2003, CBD Media entered into the senior credit facility providing for borrowings in an aggregate principal amount of up to $165.0 million and issued the senior subordinated notes.  The senior credit facility contains financial, negative and affirmative covenants and requirements affecting CBD Holdings, CBD Media and its subsidiaries, including the maintenance of ratios measuring consolidated total leverage and consolidated senior leverage to EBITDA (as defined in the senior credit facility) as well as EBITDA (as defined in the senior credit facility) to consolidated interest expense.  The senior credit facility also includes interest rate and similar arrangements that we may enter into with the lenders under the senior credit facility and/or the affiliates of those lenders.  In the February 2004 refinancing, CBD Media amended the senior credit facility whereby the $160.0 million tranche B term loan facility was replaced with a $150.0 million tranche C term loan facility.  In connection with the issuance of the senior notes, CBD Media executed an amendment to its senior credit facility that, among other things, (i) increased the size of the term loan portion of the senior credit facility by $23.0 million; (ii) replaced the $150.0 million tranche C term loan facility with a $153.0 million  tranche D term loan facility; (iii) permitted us to issue the senior notes; (iv) permitted CBD Media, so long as there was no default or event of default under the senior credit facility, to make distributions to us necessary to make regularly scheduled payments of interest in respect of the senior notes; (v) so long as there was no default or event of default under the senior credit facility, set aside funds for the distribution to our equityholders of an amount not to exceed $130 million; (vi) deleted from the senior credit facility the requirement that CBD Media maintain a fixed charge coverage ratio and modified other financial ratios that CBD Media was required to maintain; and (vii) made other amendments and modifications to the senior credit facility related to the issuance of the senior notes.  Interest is payable on the senior subordinated notes on June 1 and December 1 of each year and the senior subordinated notes will mature on June 1, 2011.  The senior subordinated notes were issued pursuant to an indenture containing financial, negative and affirmative covenants and requirements affecting CBD Media and its affiliates, including limits on CBD Medias ability to incur additional indebtedness, pay distributions or dividends or make other types of restructured payments, sell assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets, enter into transactions with affiliates, create liens and enter into new lines of business.  In October 2004, we issued $100.0 million of senior notes due in 2012 with an interest rate of 9 1⁄4%.  Interest on the senior notes is due semi-annually on January 15 and July 15, beginning on January 15, 2005.  The aggregate principal amount of the senior notes will be due on July 15, 2012.  The indenture governing the senior notes limits our ability to incur additional indebtedness, pay distributions or dividends or make other types of restricted payments, sell assets, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, enter into transactions with affiliates, create liens and enter into new lines of business.  The Combination resulted in a Change of Control for purposes of the indentures governing CBD Holdings 9 1⁄4% senior notes due 2012 and CBD Medias 8 5⁄8% senior subordinated notes due 2011.  In connection with such transaction: (i) CBD Holdings offered to repurchase any and all of its 9 1⁄4% senior notes due 2012 and (ii) CBD Media offered to repurchase any and all of its 8 5⁄8% senior subordinated notes due 2011.  Upon close of such offers, $2.18 million of CBD Media’s 8 5⁄8% senior subordinated notes due 2011 and none of CBD Holdings’ 9 1⁄4% senior notes due 2012 had been tendered and repurchased.  Liquidity.Our operations are conducted through CBD Media.  Our ability to make payments on our consolidated indebtedness, and to fund our working capital needs and planned capital expenditures will depend upon our ability to generate cash in the future.  This, to an extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.  Our liquidity could also be impacted by a decline in usage of printed yellow page directories.  While in the short term any impact could be offset by price increases, in the long term any such impact could limit our ability to meet our financial obligations.  Our ability to make payments on the senior notes is also subject to the terms and restrictions set forth in the senior credit facility and the indenture governing the senior subordinated notes.  For example, under the terms of the senior credit facility, during any period that CBD Media is in default under the senior credit facility (including for failure to maintain required financial ratios) it would be prohibited from making distributions to us for the purpose of allowing us to make regularly scheduled interest payments on the senior notes.  Moreover, the terms of the senior credit facility currently do not permit CBD Media to make distributions to us in order to permit us to repurchase senior notes in connection with a change of control or asset sale as may be required under the indenture governing the senior notes.  Any failure by us to make such payments or to repurchase senior notes would be a default under the indenture governing the senior notes.   20    Further, the terms of the indenture governing the senior subordinated notes significantly restrict CBD Media and its subsidiaries from paying dividends or distributions to us and otherwise transferring assets to us if the aggregate amount of such dividends, distributions and transfers, together with all other restricted payments made by CBD Media since July 1, 2003, would exceed the sum of an amount calculated pursuant to a formula taking into account, among other things, the amount of CBD Medias consolidated cash flow since July 1, 2003.  There is no exception to this restriction in the indenture governing the senior subordinated notes that would specifically permit us to pay interest and liquidated damages, if any, on the senior notes, repay the senior notes at  maturity or to repurchase senior notes in connection with an asset sale or change of control transaction.  Moreover, CBD Medias ability to make any such dividends, distributions or other restricted payments requires that CBD Media (1) not be in default under the indenture and (2) be in compliance with the leverage ratio set forth in such indenture (which measures its ratio of indebtedness to consolidated cash flow).  CBD Media has made significant distributions to CBD Holdings in connection with the 2003 recapitalization, the 2004 recapitalization and the interest payment requirements on the senior notes.  As a result of these distributions, a significant amount of cash is unavailable to make payments on CBD Medias indebtedness or on the senior notes.  We have had, and expect to continue to have in the future, limited cash and cash equivalents on hand.  Our primary source of liquidity is, and is expected to continue to be, cash flow generated from operations as well as our ability to borrow up to $5.0 million under the revolving portion of the senior credit facility.  Following the payment of these distributions to CBD Holdings, CBD Media has limited capacity to make distributions to us in the near future.  Given the restrictions on CBD Media under the debt covenants, we currently anticipate that, in order to make scheduled payments of interest and liquidated damages, if any, on the senior notes, CBD Media will be required to (1) generate, every six months, restricted payment capacity under the restricted payment covenant under the indenture governing the senior subordinated notes in excess of $4.625 million and (2) have the ability to incur at least $1.00 of additional debt under such indenture.  Based on our current levels of operations, we believe that our cash flow from operations and available borrowings under the senior credit facility will be adequate to meet our consolidated liquidity for the foreseeable future and to permit CBD Media to make distributions to us to make scheduled interest payments on the senior notes.  We cannot assure you, however, that in the long-term our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the senior credit facility or otherwise in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs.  To the extent that such sources were not adequate to fund our liquidity needs, we would need to raise additional capital, restructure our indebtedness or cut costs in order to lower our liquidity needs.  If we consummate an acquisition, our debt service requirements could increase.  We may need to refinance all or a portion of our indebtedness on or before maturity.  We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.  We will require a significant amount of cash to service our debt, including the senior notes, and our ability to generate cash depends on many factors beyond our control.  The following tables outline the required financial ratios for CBD Media to be in compliance with the financial covenants of the term loan facility:  PeriodLeverage Ratio
Max.Leverage Ratio at June 30, 2007January 1, 2007 through June 30, 20077.50 to 1.007.05 to 1.00July 1, 2007 through December 31, 20077.25 to 1.00January 1, 2008 through June 30, 20087.00 to 1.00For each fiscal quarter from July 1, 2008 through December 31, 20096.75 to 1.00  PeriodSenior Leverage Ratio
Max.Senior Leverage Ratio
at June 30, 2007October 1, 2006 through September 30, 20072.75 to 1.002.14 to 1.00For each fiscal quarter from October 1, 2007 through December 31, 20092.50 to 1.00  PeriodInterest Coverage
Ratio  Min.Interest Coverage Ratio
at June 30, 2007For each fiscal quarter from January 1, 2007 and thereafter1.35 to 1.001.62 to 1.00  Agreements with affiliates.We were a party to an advisory agreement dated March 7, 2002 and further amended on June 13, 2003, with a related party, Applegate & Collatos, Inc., or ACI.  This advisory agreement required us to make quarterly payments of $500,000 to ACI and reimburse ACI for its reasonable expenses.  Pursuant to a letter of instruction effective October 1, 2003, ACI directed us to make quarterly payments to CBD Holdings (capped at $500,000) and without additional payments for reimbursements of expenses.  Such quarterly payments were received by CBD Holdings for the period from October 1, 2003 until September 30, 2004,   21   and then paid by CBD Holdings to ACI.  The letter of instruction has been withdrawn and, pursuant to the advisory agreement, we made quarterly payments of $500,000 to ACI directly and reimbursed ACI for reasonable expenses, effective October 1, 2004.  Such advisory agreement terminated upon the consummation of the Combination.  No amounts were paid to ACI during the quarter ended June 30, 2007.  In connection with the Combination, CBD Media and LIMI entered into a management services agreement.  This advisory agreement requires CBD Media to make an annual payment of $2 million to LIMI.  CBD paid $2 million to LIMI in the quarter ended June 30, 2007 and will recognize such payment over the next twelve months.  Forward-Looking Statements  In this periodic report on Form 10-Q, we make forward-looking statements, which are subject to uncertainties. These statements are included throughout this report on Form 10-Q and relate to, among other things, analyses and other information based on forecasts of future results and estimates of amounts not yet determinable, including our ability to generate cash flow in the future and our ability to service our debt obligations. These forward-looking statements are identified by their use of terms and phrases such as anticipate, believe, could, estimate, expect, intend, may, plan, predict, project, will, continue, and other similar terms and phrases, including references to assumptions.  These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by us in those statements include, among others, the following:   national and local economic and business conditions that affect advertising expenditures by businesses and individuals as well as consumer trends in the usage of our principal product;   our ability to maintain relationships with third-party service providers;   the effect of competition in local telephone service on Cincinnati Bell Telephones current dominant position in the local market;   our relationship with Cincinnati Bell Telephone;   fluctuations in the price of paper;   the retention of key employees;   changes in taxes and government regulations that influence local phone service;   our degree of leverage, which may affect our ability to obtain financing in the future;   the reduction in our operating flexibility resulting from restrictive covenants in our debt agreements, including the risk of default that could occur;   the effects of tax legislative action;   the effect of any rating agency downgrades on the cost and availability of new debt financings; and   our relationship with our principal stockholders.  Although we believe the expectations reflected in our forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this periodic report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.  Item 3. Quantitative and Qualitative Disclosure About Market Risk.  Interest on the senior subordinated notes issued is charged at a fixed rate. As of June 30, 2007, approximately 70% of our total outstanding debt has a fixed interest rate. Interest rate changes generally do not affect the market value of floating rate debt but do impact the amount of our interest payments and our future earnings and cash flows. Conversely for fixed rate debt, interest rate changes do not impact future cash flows and earnings, but do impact the fair market value of such debt. As a portion of our debt bears a variable interest rate, changes in market rates for interest can impact our operating results and cash flows. For example, holding the amount of senior credit facility debt outstanding constant, a one percentage point increase in interest rates would have caused an estimated decrease in annual pre-tax earnings and cash flows of $1.1 million.  The fair value of our debt obligations was approximately $360.4 million as of June 30, 2007.   22    Item 4T. Controls and Procedures.  The management of CBD Holdings is responsible for establishing and maintaining adequate internal control over financial reporting.  CBD Holdings internal control system was designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of published financial statements.  All internal control systems, no matter how well designed, have inherent limitation.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  An internal control material weakness is a significant deficiency or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work.  An internal control over financial reporting significant deficiency, or aggregation of deficiencies, is one that could result in a misstatement of the financial statements that is more than inconsequential.  The management of CBD Holdings assessed the effectiveness of the company's internal control over financial reporting as of June 30, 2007, and this assessment identified the following material weakness in the Company's internal control over financial reporting.  The Company determined that the accounting, auditing, control, and oversight functions regarding its financial statements and financial reporting obligations was too centralized to provide adequate and effective controls.  Because of the over-centralization of these functions, the Company determined that the possibility of material misstatements going undetected was greater than a relatively low level.  In order to address this weakness, management will review de-centralizing the preparation and review of its financial statements and reports.  Because of the material weakness described in the preceding paragraph, management believes that as of June 30, 2007, the Company's internal control over financial reporting was not effective.  During the period covered by this report, there were no changes in the Companys internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.    23   Part II Other Information  Item 1. Legal Proceedings.  From time to time, we are a party to litigation matters arising in connection with the normal course of our business. In many of these matters, plaintiffs allege that they have suffered damages from errors or omissions or improper listings contained in directories published by us. Although we have not had notice of any such claims that we believe to be material, any pending or future claim could have a material adverse effect on our business, financial condition, results of operations or cash flows.  In addition, we are exposed to defamation and breach of privacy claims arising from our publication of directories and our methods of collecting, processing and using personal data. The subjects of our data and users of data that we collect and publish could have claims against us if such data were found to be inaccurate, or if personal data stored by us was improperly accessed and disseminated by unauthorized persons. Although we have not had notice of any material claims relating to defamation or breach of privacy claims to date, we may become party to litigation matters that could have a material adverse effect on our business.  Item 1A. Risk Factors.  There have been no significant changes to the risk factors disclosed in the Companys Annual Report on Form 10-K for the year ended December 31, 2006.  Item 2.  Unregistered Sales of Equity Securities and use of Proceeds.Not applicable.  Item 3.  Defaults upon Senior Securities.Not applicable.  Item 4.  Submission of Matters to a Vote of Security Holders.Not applicable.  Item 5.  Other Information.Not applicable.  Item 6. Exhibits  Exhibit 10.1Third Amended and Restated Employment Agreement between CBD Media LLC and Douglas A. Myers dated as of July 1, 2007.Exhibit 10.2Second Amended Employment Agreement between CBD Media LLC and David D. Miller dated July 1, 2007.Exhibit 31.1Certification of Periodic Report by the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.Exhibit 31.2Certification of Periodic Report by the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.Exhibit 32.1Certification of Periodic Report by the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.*  _________________ * This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.    24    SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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.  CBD MEDIA HOLDINGS LLCDate: August 9, 2007By:/s/ DOUGLAS A. MYERSName:Douglas A. MyersTitle:Chief Executive Officer    25   Exhibit 31.1  CERTIFICATION OF CHIEF EXECUTIVE OFFICER  I, Douglas A. Myers, Chief Executive Officer of CBD Media Holdings LLC certify that:  1. I have reviewed this report on Form 10-Q of CBD Media Holdings LLC;  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: August 9, 2007By:/s/ DOUGLAS A. MYERSName:Douglas A. MyersTitle:Chief Executive Officer   26   Exhibit 31.2  CERTIFICATION OF CHIEF FINANCIAL OFFICER  I, John P. Schwing, Chief Financial Officer of CBD Media Holdings LLC certify that:  1. I have reviewed this report on Form 10-Q of CBD Media Holdings LLC;  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;  4. The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;  b) Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and  c) Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and  5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.  Date: August 9, 2007By:/s/ JOHN P. SCHWINGName:John P. SchwingTitle:Chief Financial Officer   27   Exhibit 32.1  CERTIFICATION OF PERIODIC REPORT  The undersigned officers of CBD Media Holdings LLC hereby certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:  1. the periodic report on Form 10-Q of CBD Media Holdings LLC for the quarter ended June 30, 2007 (the Report) fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and  2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CBD Media Holdings LLC.  Date: August 9, 2007By:/s/  DOUGLAS A. MYERSName:Douglas A. MyersTitle:Chief Executive Officer  Date: August 9, 2007By:/s/ JOHN P. SCHWINGName:John P. SchwingTitle:Chief Financial Officer  The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.   28