##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
 For or the transition period from               to
 Commission file number 333-143558
 CMP SUSQUEHANNA RADIO HOLDINGS CORP.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    20-4530834(I.R.S. Employer
Identification No.)3280 Peachtree Road N.W., Suite 2300, Atlanta GA(Address of Principal Executive Offices)
    
    30305(ZIP Code)14 Piedmont Center, Suite 1400, Atlanta, GA(Former Address of Principal Executive Offices)
 (404) 949-0700
 þ o
  o o þ
 o þ




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##### 



CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (Radio Holdings)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (Predecessor)
INDEX
  
 PART I. FINANCIAL INFORMATION
    
    3Item 1. Unaudited Financial Statements
    
    3Condensed Consolidated Balance Sheets as of September 30, 2007 and December 31, 2006
    
    3Condensed Consolidated Statements of Operations For the Three Months Ended September 30,
2007 (CMP Susquehanna Radio Holdings Corp. Radio Holdings), For the Three Months Ended
September 30, 2006 (Radio Holdings), For the Nine Months Ended September 30, 2007 (Radio
Holdings), and For the Periods From May 5, 2006 (date of inception) Through September 30,
2006 (Radio Holdings) and January 1, 2006 Through May 4, 2006 (Susquehanna Pfaltzgraff
Co. Predecessor)
    
    4Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30,
2007 (Radio Holdings), and the Periods From May 5, 2006 to September 30, 2006 (Radio
Holdings) and January 1, 2006 to May 4, 2006 (Susquehanna Pfaltzgraff Co. Predecessor)
    
    5Notes to Condensed Consolidated Financial Statements
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    10Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    16Item 4. Controls and Procedures
    
    16PART II. OTHER INFORMATION
    
    17Item 1. Legal Proceedings
    
    17Item 1A. Risk Factors
    
    17Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    17Item 3. Defaults Upon Senior Securities
    
    17Item 4. Submission of Matters to a Vote of Security Holders
    
    17Item 5. Other Information
    
    17Item 6. Exhibits
    
    17Signature
    
    18Exhibit Index
    
    18EX-31.1 SECTION 302 CERTIFICATION OF THE PEOEX-31.2 SECTION 302 CERTIFICATION OF THE PFOEX-32.1 SECTION 906 CERTIFICATION OF THE PEO & PFO
  2




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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item
1. Financial Statements
 
 CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (Radio Holdings)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
 Radio HoldingsSeptember 30, 2007
    
    
    December 31, 2006ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    6,246
    
    
    $
    7,898Accounts receivable, less allowance for
doubtful accounts of $1,546 in 2007 and
$1,509 in 2006
    
    
    51,494
    
    
    
    49,041Deferred income taxes
    
    
    988
    
    
    
    927Prepaid expenses and other current assets
    
    
    5,941
    
    
    
    3,188Total Current Assets
    
    
    64,669
    
    
    
    61,054Property, plant and equipment, net
    
    
    37,689
    
    
    
    40,852Intangible assets, net (including
goodwill of $549,642 in 2007 and $550,163
in 2006)
    
    
    1,352,507
    
    
    
    1,356,250Other assets
    
    
    33,049
    
    
    
    36,230Total assets
    
    $
    1,487,914
    
    
    $
    1,494,386LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    1,077
    
    
    $
    2,023Current portion of long-term debt
    
    
    7,000
    
    
    
    7,000Accrued interest
    
    
    12,538
    
    
    
    6,437Accrued income taxes
    
    
    510
    
    
    
    2,355Other current liabilities
    
    
    10,374
    
    
    
    11,344Total Current Liabilities
    
    
    31,499
    
    
    
    29,159Long-term debt
    
    
    913,250
    
    
    
    924,500Other liabilities
    
    
    9,921
    
    
    
    8,598Deferred income taxes
    
    
    251,369
    
    
    
    250,626Total liabilities
    
    
    1,206,039
    
    
    
    1,212,883STOCKHOLDERS EQUITY:Common Stock  Voting $.01 par value,
authorized 1,000 shares and issued 100
shares
    
    
    
    
    
    
    Additional paid-in capital
    
    
    299,928
    
    
    
    299,928Accumulated deficit
    
    
    (18,140
    )
    
    
    (18,607
    )Accumulated other comprehensive income
    
    
    87
    
    
    
    182Total Stockholders Equity
    
    
    281,875
    
    
    
    281,503Total Liabilities and Stockholders Equity
    
    $
    1,487,914
    
    
    $
    1,494,386
 See accompanying notes to condensed consolidated financial statements.
 3




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CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (Radio Holdings)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (Predecessor)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
(Unaudited)
 Radio Holdings
    
    
    Radio Holdings
    
    
    
    PredecessorFor the PeriodFor the Three
    
    
    For the Three
    
    
    For the Nine
    
    
    From May 5,
    
    
    
    For the PeriodMonths Ended
    
    
    Months Ended
    
    
    Months Ended
    
    
    2006 Through
    
    
    
    from January 1,September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,
    
    
    
    2006 Through2007
    
    
    2006
    
    
    2007
    
    
    2006
    
    
    
    May 4, 2006Broadcast revenues, net
    
    $
    59,814
    
    
    $
    58,117
    
    
    $
    165,992
    
    
    $
    98,973
    
    
    
    $
    65,987Operating expenses:Station operating expense excluding depreciation
amortization
    
    
    33,154
    
    
    
    33,105
    
    
    
    92,924
    
    
    
    54,812
    
    
    
    
    49,510Corporate general and administrative expenses
    
    
    1,511
    
    
    
    1,499
    
    
    
    5,270
    
    
    
    4,308
    
    
    
    
    31,029Depreciation and amortization
    
    
    2,149
    
    
    
    10,010
    
    
    
    7,525
    
    
    
    21,840
    
    
    
    
    2,421Costs related to sale of business, principally
advisory fees
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,513Total operating expenses
    
    
    36,814
    
    
    
    44,614
    
    
    
    105,719
    
    
    
    80,960
    
    
    
    
    97,473Operating income (loss) from continuing operations
    
    
    23,000
    
    
    
    13,503
    
    
    
    60,273
    
    
    
    18,013
    
    
    
    
    (31,486
    )Non-operating income (expense) from continuing operations:Interest expense, net
    
    
    (19,583
    )
    
    
    (20,222
    )
    
    
    (59,016
    )
    
    
    (32,690
    )
    
    
    
    (4,638
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,492
    )Other income (expense)
    
    
    (41
    )
    
    
    (249
    )
    
    
    (108
    )
    
    
    (1,835
    )
    
    
    
    Income (loss) from continuing operations before
income taxes and minority interest
    
    
    3,376
    
    
    
    (6,968
    )
    
    
    1,149
    
    
    
    (16,512
    )
    
    
    
    (42,616
    )Income tax (provision) benefit
    
    
    (5,490
    )
    
    
    1,876
    
    
    
    (682
    )
    
    
    5,053
    
    
    
    
    16,640Minority interest income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,368
    )Income (loss) from continuing operations
    
    
    (2,114
    )
    
    
    (5,092
    )
    
    
    467
    
    
    
    (11,459
    )
    
    
    
    (27,344
    )Discontinued operations:Gain from operations of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    502,718Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (195,647
    )Minority interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,966
    )Gain on discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    233,105Net income (loss)
    
    $
    (2,114
    )
    
    $
    (5,092
    )
    
    $
    467
    
    
    $
    (11,459
    )
    
    
    $
    205,761
 See accompanying notes to condensed consolidated financial statements.
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CMP SUSQUEHANNA RADIO HOLDINGS CORP. AND SUBSIDIARIES (Radio Holdings)
And SUSQUEHANNA PFALTZGRAFF CO. AND SUBSIDIARIES (Predecessor)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 (In thousands)Radio Holdings
    
    
    
    PredecessorNine Months Ended
    
    
    May 5, 2006 to
    
    
    
    January 1, 2006 toSeptember 30, 2007
    
    
    September 30, 2006
    
    
    
    May 4, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    467
    
    
    $
    (11,459
    )
    
    
    $
    205,761Adjustments to reconcile net income(loss) to net cash
provided (used in) by operating activities:Depreciation and amortization of intangible assets
    
    
    7,525
    
    
    
    21,840
    
    
    
    
    15,143Deferred financing amortization
    
    
    3,004
    
    
    
    1,428
    
    
    
    
    197Radio Employee Stock Plan
    
    
    
    
    
    
    
    
    
    
    
    118Provision for doubtful accounts
    
    
    653
    
    
    
    772
    
    
    
    
    Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    6,492SusQtech and Pfaltzgraff
    
    
    
    
    
    
    
    
    
    
    
    (498,528
    )Deferred income taxes
    
    
    682
    
    
    $
    (5,053
    )
    
    
    
    2,633Minority interests
    
    
    
    
    
    
    
    
    
    
    
    75,334Changes in assets and liabilities:Decrease (increase) in accounts receivable,
    
    
    (3,106
    )
    
    
    797
    
    
    
    
    825Decrease (increase) in prepaid and other current assets
    
    
    (2,753
    )
    
    
    (4,285
    )
    
    
    
    (8,694
    )Decrease (increase) in other assets
    
    
    80
    
    
    
    990
    
    
    
    
    Increase (decrease) in accounts payable and other
accrued expenses
    
    
    2,541
    
    
    
    21,200
    
    
    
    
    16,835Increase (decrease) in other liabilities
    
    
    1,323
    
    
    
    473
    
    
    
    
    (20,125
    )Net cash provided by (used in) operating activities
    
    
    10,416
    
    
    
    26,703
    
    
    
    
    (204,009
    )CASH FLOWS FROM INVESTING ACTIVITIESCapital expenditures
    
    
    (1,140
    )
    
    
    (96
    )
    
    
    
    (8,522
    )Acquisition costs
    
    
    
    
    
    
    
    
    
    
    
    728,328Purchase of intangibles
    
    
    
    
    
    
    (1,220,043
    )
    
    
    
    Purchase price adjustments
    
    
    322
    
    
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (818
    )
    
    
    (1,220,139
    )
    
    
    
    719,806CASH FLOWS FROM FINANCING ACTIVITIESIncrease in cash overdrafts
    
    
    
    
    
    

    
    
    
    
    2,214Proceeds from revolving line of credit
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from credit facility
    
    
    11,000
    
    
    
    700,000
    
    
    
    
    113,200Subordinated
debt
    
    
    
    
    
    
    250,000
    
    
    
    
    Repayment of credit facilities
    
    
    (22,250
    )
    
    
    (16,750
    )
    
    
    
    (466,219
    )Payment of
debt issuance costs
    
    
    
    
    
    
    (25,721
    )
    
    
    
    Capital
contributions
    
    
    
    
    
    
    299,928
    
    
    
    
    Cash dividends to shareholders
    
    
    
    
    
    
    
    
    
    
    
    (268
    )Distribution of cash to trust
    
    
    
    
    
    
    
    
    
    
    
    (48,579
    )Purchase of minority interest
    
    
    
    
    
    
    
    
    
    
    
    (123,610
    )Repurchase of ESOP shares
    
    
    
    
    
    
    
    
    
    
    
    (58
    )Proceeds from stock options
    
    
    
    
    
    
    
    
    
    
    
    186Net cash
provided by (used in) financing activities
    
    
    (11,250
    )
    
    
    1,207,457
    
    
    
    
    (523,134
    )(Decrease)
Increase in cash and cash equivalents
    
    
    (1,652
    )
    
    
    14,021
    
    
    
    
    (7,337
    )Cash and cash equivalents at beginning of period
    
    
    7,898
    
    
    
    
    
    
    
    
    7,337Cash and cash equivalents at end of period
    
    $
    6,246
    
    
    $
    14,021
    
    
    
    $
    Supplemental disclosures of cash flow information:Trade revenue
    
    
    2,080
    
    
    
    1,600
    
    
    
    
    Trade expense
    
    
    1,732
    
    
    
    1,502
    
    
    
    
    Cash paid for taxes
    
    
    1,845
    
    
    
    
    
    
    
    
    Interest paid
    
    
    50,803
    
    
    
    17,307
    
    
    
    
    17,309Non-cash distributions to trust
    
    
    
    
    
    
    
    
    
    
    
    81,305
 See accompanying notes to condensed consolidated financial statements.
 5




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##### Table of Contents



CMP Susquehanna Radio Holdings Corp. and Subsidiaries (Radio Holdings)
and Susquehanna Pfaltzgraff Co. and Subsidiaries (Predecessor)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 1. Interim Financial Data and Basis of Presentation
 Interim Financial Data
     Financial Statement Presentation
  Change In Entity
  6




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##### Table of Contents



Recent Accounting Pronouncement
 FIN 48. Accounting for Uncertainty in
Income Taxes  an interpretation of SFAS Statement No. 109.
 
    
    a decision not to file a tax return in a particular jurisdiction for which a return might be required,
    
    an allocation or a shift of income between taxing jurisdictions,
    
    the characterization of income or a decision to exclude reporting taxable income in a tax return, or
    
    a decision to classify a transaction, entity, or other position in a tax return as tax exempt.
   2. Discontinued Operations of Predecessor
    January 1, 2006 Through May 4, 2006Revenues from discontinued operations
    
    
    70,394Interest expense, net
    
    
    6,065
 7




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##### Table of Contents



3. Long-term Debt
  Radio HoldingsSeptember 30, 2007
    
    December 31, 2006Debt classified as continuing operations:9.875% Senior subordinated notes
    
    $
    250,000
    
    
    $
    250,000Term loan and revolving credit facility
    
    
    670,250
    
    
    
    681,500Total
    
    
    920,250
    
    
    
    931,500Less amounts payable within one year
    
    
    7,000
    
    
    
    7,000$
    913,250
    
    
    $
    924,500
      4. Derivative Financial Instruments
 Accounting for Derivative Instruments and Hedging Activities.
 8




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##### Table of Contents



5. Contingencies
    6. Related Party
  9




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
 th
  Advertising Revenue and Station Operating Income
   10




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##### Table of Contents



Results of Operations
  Three Months Ended
    
    
    Three Months EndedSeptember 30, 2007
    
    
    September 30, 2006
    
    Increase (Decrease)
    
    % Percent ChangeSTATEMENT OF OPERATIONS DATA:Net revenues
    
    $
    59,814
    
    
    
    $
    58,117
    
    
    $
    1,697
    
    
    
    2.9
    %Station operating expenses excluding
depreciation, amortization and LMA fees
    
    
    33,154
    
    
    
    
    33,105
    
    
    
    49
    
    
    
    0.1
    %Corporate general and administrative
    
    
    1,511
    
    
    
    
    1,499
    
    
    
    12
    
    
    
    0.8
    %Depreciation and amortization
    
    
    2,149
    
    
    
    
    10,010
    
    
    
    (7,861
    )
    
    
    -78.5
    %Operating income (loss)
    
    $
    23,000
    
    
    
    $
    13,503
    
    
    $
    9,497
    
    
    
    70.3
    %Interest expense, net
    
    
    (19,583
    )
    
    
    
    (20,222
    )
    
    
    (639
    )
    
    
    -3.2
    %Other income (expense), net
    
    
    (41
    )
    
    
    
    (249
    )
    
    
    (208
    )
    
    
    -83.5
    %Income tax (provision) benefit
    
    
    (5,490
    )
    
    
    
    1,876
    
    
    
    (7,366
    )
    
    
    -392.6
    %Income (loss) from continuing operations
    
    $
    (2,114
    )
    
    
    $
    (5,092
    )
    
    $
    (2,978
    )
    
    
    -58.5
    %OTHER DATA:Station operating income (1)
    
    $
    26,660
    
    
    
    $
    25,012
    
    
    $
    1,648
    
    
    
    6.6
    %Station operating income margin (2)
    
    
    44.6
    %
    
    
    
    43.0
    %
    
    
    **
    
    
    
    *
    *
 11




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##### Table of Contents



Radio Holdings/Radio Holdings
    
    
    PredecessorCombined Nine MonthsNine Months Ended
    
    
    Ended September 30,September 30, 2007
    
    
    2006
    
    Increase (Decrease)
    
    % Percent ChangeSTATEMENT OF OPERATIONS DATA:Net revenues
    
    $
    165,992
    
    
    
    $
    164,960
    
    
    $
    1,032
    
    
    
    0.6
    %Station operating expenses excluding
depreciation, amortization and LMA fees
    
    
    92,924
    
    
    
    
    104,322
    
    
    
    (11,398
    )
    
    
    -10.9
    %Corporate general and administrative
    
    
    5,270
    
    
    
    
    35,337
    
    
    
    (30,067
    )
    
    
    -85.1
    %Depreciation and amortization
    
    
    7,525
    
    
    
    
    24,261
    
    
    
    (16,736
    )
    
    
    -69.0
    %Costs related to sale of business,
principally advisory fees
    
    
    
    
    
    
    
    14,513
    
    
    
    (14,513
    )
    
    
    -100.0
    %Operating income (loss)
    
    $
    60,273
    
    
    
    $
    (13,473
    )
    
    $
    73,746
    
    
    
    547.4
    %Interest expense, net
    
    
    (59,016
    )
    
    
    
    (37,328
    )
    
    
    21,688
    
    
    
    58.1
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    
    (6,492
    )
    
    
    (6,492
    )
    
    
    -100.0
    %Other income (expense), net
    
    
    (108
    )
    
    
    
    (1,835
    )
    
    
    (1,727
    )
    
    
    -94.1
    %Income tax (provision) benefit
    
    
    (682
    )
    
    
    
    21,693
    
    
    
    (22,375
    )
    
    
    (103.1
    %)Minority interest expense
    
    
    
    
    
    
    
    (1,368
    )
    
    
    (1,368
    )
    
    
    -100.0
    %Income (loss) from continuing operations
    
    $
    467
    
    
    
    $
    (38,803
    )
    
    $
    (39,270
    )
    
    
    (101.2
    %)OTHER DATA:Station operating income (1)
    
    $
    73,068
    
    
    
    $
    60,638
    
    
    $
    12,430
    
    
    
    20.5
    %Station operating income margin (2)
    
    
    44.0
    %
    
    
    
    36.8
    %
    
    
    **
    
    
    
    
    **Cash flows related to:Operating activities
    
    
    10,416
    
    
    
    
    (177,306
    )
    
    
    187,722Investing activities
    
    
    (818
    )
    
    
    
    (500,333
    )
    
    
    (499,515
    )Financing activities
    
    
    (11,250
    )
    
    
    
    684,323
    
    
    
    (695,573
    )Capital expenditures
    
    
    (1,140
    )
    
    
    
    (8,618
    )
    
    
    (7,478)
    
    
    
    -86.8
    %
 
  (1)
    
    Station operating income consists of operating income before corporate general and administrative
expenses, depreciation and amortization and costs related to sale of business, principally advisory
fees. Station operating income is not a measure of performance calculated in accordance with GAAP.
Station operating income should not be considered in isolation or as a substitute for net income,
operating income (loss), cash flows from operating activities or any other measure for determining our
operating performance or liquidity that is calculated in accordance with GAAP. See managements
explanation of this measure and the reasons for its use and presentation, along with a quantitative
reconciliation of station operating income to its most directly comparable financial measure
calculated and presented in accordance with GAAP, below.(2)
    
    Station operating income margin is defined as station operating income as a percentage of net revenues.
 Three Months Ended September 30, 2007 Compared to Three Months Ended September 30, 2006.
 Net Revenues.
 Station Operating Expenses excluding Depreciation and Amortization.
 Corporate, General and Administrative Expenses.
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##### Table of Contents



Depreciation
and Amortization.
 Interest Expense, Net.
 Income Taxes.
 Station Operating Income.
    Three Months Ended
    
    
    Three Months Ended
    
    Increase/
    
    % PercentSeptember 30, 2007
    
    
    September 30, 2006
    
    (Decrease)
    
    ChangeOperating income (loss)
    
    $
    23,000
    
    
    
    $
    13,503
    
    
    
    9,497
    
    
    
    70.3
    %Corporate general and administrative
    
    
    1,511
    
    
    
    
    1,499
    
    
    
    12
    
    
    
    0.8
    %Depreciation and amortization
    
    
    2,149
    
    
    
    
    10,010
    
    
    
    (7,861
    )
    
    
    -78.5
    %Station operating income
    
    $
    26,660
    
    
    
    $
    25,012
    
    
    
    1,648
    
    
    
    6.6
    %
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##### Table of Contents



Intangible Assets.
 Nine Months Ended September 30, 2007 Compared to the Combined Nine Months Ended September 30,
2006.
 Net Revenues.
 Station Operating Expenses excluding Depreciation and Amortization.
 Corporate, General and Administrative Expenses.
 Depreciation
and Amortization.
 Interest Expense, Net.
 Income Taxes.
 Station Operating Income.
  Radio Holdings
    
    
    PredecessorCombined NineNine Months Ended
    
    
    Months Ended
    
    Increase/
    
    % PercentSeptember 30, 2007
    
    
    September 30, 2006
    
    (Decrease)
    
    ChangeOperating income (loss)
    
    $
    60,273
    
    
    
    $
    (13,473
    )
    
    
    73,746
    
    
    
    547.4
    %Corporate general and administrative
    
    
    5,270
    
    
    
    
    35,337
    
    
    
    (30,067
    )
    
    
    -85.1
    %Depreciation and amortization
    
    
    7,525
    
    
    
    
    24,261
    
    
    
    (16,736
    )
    
    
    -69.0
    %Cost related to sale of business
principally advisory fees
    
    
    
    
    
    
    
    14,513
    
    
    
    (14,513
    )
    
    
    -100.0
    %Station operating income
    
    $
    73,068
    
    
    
    $
    60,638
    
    
    
    12,430
    
    
    
    20.5
    %
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##### Table of Contents



Liquidity and Capital Resources
 Historical Cash Flows
     Sources of Liquidity
       15




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##### Table of Contents



Future Needs for Liquidity
   
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  
 Item 6. Exhibits
 31.1
    
    
    
    Certification of the Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    
    Certification of the Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    
    
    Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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##### Table of Contents



SIGNATURE
  CMP SUSQUEHANNA RADIO HOLDINGS CORP..Date: November 14, 2007
    By:
    /s/ Martin R. GausvikMartin R. GausvikExecutive Vice President,
Treasurer and Chief Financial Officer 
 EXHIBIT INDEX
 31.1
    
    
    
    Certification of the Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    
    
    Certification of the Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1
    
    
    
    Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 18