##### 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 1934FOR THE QUARTERLY PERIOD ENDED JUNE 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
    
    20-4530834(State or Other Jurisdiction of
    
    (I.R.S. EmployerIncorporation or Organization)
    
    Identification No.)14 Piedmont Center, Suite 1400, Atlanta, GA
    
    30305(Address of Principal Executive Offices)
    
    (ZIP Code)
 (404) 949-0700
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer 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 INFORMATIONItem 1. Unaudited Financial Statements
    
    3Condensed
Consolidated Balance Sheets as of June 30, 2007 and
December 31, 2006 (Radio Holdings)
    
    3Condensed Consolidated Statements of Operations For the Three Months Ended June 30, 2007
(CMP Susquehanna Radio Holdings Corp. Radio Holdings), For the Periods From May 5, 2006 (date
of inception) Through June 30, 2006 (CMP Susquehanna Radio Holdings Corp. Radio
Holdings), April 1, 2006 Through May 4, 2006 (Susquehanna Pfaltzgraff Co.
Predecessor), For the Six Months Ended June 30, 2007 (CMP Susquehanna Radio Holdings
Corp. Radio Holdings), and For the Periods From May 5, 2006 (date of inception) Through
June 30, 2006 (CMP Susquehanna Radio Holdings Corp. Radio Holdings) and January 1,
2006 Through May 4, 2006 (Susquehanna Pfaltzgraff Co. Predecessor)
    
    4Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007
(CMP Susquehanna Radio Holdings Corp. Radio Holdings), and the Periods From May 5, 2006
(date of inception) to June 30, 2006 (CMP Susquehanna Radio Holdings Corp. 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 INFORMATIONItem 1. Legal Proceedings
    
    16Item 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
    
    18Signature
    
    19Exhibit Index
    
    20EX-31.1 SECTION 302, CERTIFICATION OF THE PEOEX-31.2 SECTION 302, CERTIFICATION OF THE PFOEX-32.1 SECTION 906, CERTIFICATION OF THE PEO AND 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 HoldingsJune 30, 2007
    
    
    December 31, 2006ASSETSCURRENT ASSETSCash and cash equivalents
    
    $
    13
    
    
    $
    7,898Accounts receivable, less allowance for
doubtful accounts of $1,608 in 2007 and
$1,509 in 2006
    
    
    49,792
    
    
    
    49,041Deferred income taxes
    
    
    5,736
    
    
    
    927Prepaid expenses and other current assets
    
    
    6,477
    
    
    
    3,188Total Current Assets
    
    
    62,018
    
    
    
    61,054Property, plant and equipment, net
    
    
    38,557
    
    
    
    40,852Intangible assets, net (including
goodwill of $549,612 in 2007 and $550,163
in 2006)
    
    
    1,353,194
    
    
    
    1,356,250Other assets
    
    
    33,994
    
    
    
    36,230Total assets
    
    $
    1,487,763
    
    
    $
    1,494,386LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIESAccounts payable
    
    $
    642
    
    
    $
    2,023Current portion of long-term debt
    
    
    7,000
    
    
    
    7,000Accrued interest
    
    
    6,637
    
    
    
    6,437Accrued income taxes
    
    
    510
    
    
    
    2,355Other current liabilities
    
    
    8,659
    
    
    
    11,344Total Current Liabilities
    
    
    23,448
    
    
    
    29,159Long-term debt
    
    
    920,000
    
    
    
    924,500Other liabilities
    
    
    9,626
    
    
    
    8,598Deferred income taxes
    
    
    250,626
    
    
    
    250,626Total liabilities
    
    
    1,203,700
    
    
    
    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
    
    
    (16,025
    )
    
    
    (18,607
    )Accumulated other comprehensive income
    
    
    160
    
    
    
    182Total Stockholders Equity
    
    
    284,063
    
    
    
    281,503Total Liabilities and Stockholders Equity
    
    $
    1,487,763
    
    
    $
    1,494,386
 See accompanying notes to condensed consolidated financial statements.
 3




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##### Table of Contents



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
    
    
    
    Predecessor
    
    
    
    Radio Holdings
    
    
    
    PredecessorFor the Period
    
    
    
    For the Period
    
    
    
    
    
    
    
    For the Period
    
    
    
    For the PeriodFor the Three
    
    
    From May 5,
    
    
    
    from April 1,
    
    
    
    For the Six
    
    
    From May 5,
    
    
    
    from January 1,Months Ended
    
    
    2006 Through
    
    
    
    2006 Through
    
    
    
    Months Ended
    
    
    2006 Through
    
    
    
    2006 ThroughJune 30, 2007
    
    
    June 30, 2006
    
    
    
    May 4, 2006
    
    
    
    June 30, 2007
    
    
    June 30, 2006
    
    
    
    May 4, 2006Broadcast revenues, net
    
    $
    60,051
    
    
    $
    40,856
    
    
    
    $
    16,776
    
    
    
    $
    106,178
    
    
    $
    40,856
    
    
    
    $
    65,987Operating expenses:Station
operating expenses excluding depreciation and amortization
    
    
    33,216
    
    
    
    21,707
    
    
    
    
    17,739
    
    
    
    
    59,770
    
    
    
    21,707
    
    
    
    
    49,510Corporate general and administrative expenses
    
    
    2,208
    
    
    
    2,809
    
    
    
    
    24,775
    
    
    
    
    3,751
    
    
    
    2,809
    
    
    
    
    31,029Depreciation and amortization
    
    
    2,582
    
    
    
    11,830
    
    
    
    
    631
    
    
    
    
    5,377
    
    
    
    11,830
    
    
    
    
    2,421Costs related to sale of business, principally
advisory fees
    
    
    
    
    
    
    
    
    
    
    
    14,513
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,513Total operating expenses
    
    
    38,006
    
    
    
    36,346
    
    
    
    
    57,658
    
    
    
    
    68,898
    
    
    
    36,346
    
    
    
    
    97,473Operating income (loss) from continuing operations
    
    
    22,045
    
    
    
    4,510
    
    
    
    
    (40,882
    )
    
    
    
    37,280
    
    
    
    4,510
    
    
    
    
    (31,486
    )Non-operating income (expense) from continuing operations:Interest expense, net
    
    
    (19,924
    )
    
    
    (12,468
    )
    
    
    
    (172
    )
    
    
    
    (39,433
    )
    
    
    (12,468
    )
    
    
    
    (4,638
    )Loss on early extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,492
    )Other income (expense)
    
    
    74
    
    
    
    (1,586
    )
    
    
    
    (225
    )
    
    
    
    (74
    )
    
    
    (1,586
    )
    
    
    
    Income (loss) from continuing operations before
income taxes and minority interest
    
    
    2,195
    
    
    
    (9,544
    )
    
    
    
    (41,279
    )
    
    
    
    (2,227
    )
    
    
    (9,544
    )
    
    
    
    (42,616
    )Benefit for income taxes
    
    
    2,715
    
    
    
    3,177
    
    
    
    
    16,749
    
    
    
    
    4,809
    
    
    
    3,177
    
    
    
    
    16,640Minority interest expense
    
    
    
    
    
    
    
    
    
    
    
    (897
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (1,368
    )Income (loss) from continuing operations
    
    
    4,910
    
    
    
    (6,367
    )
    
    
    
    (25,427
    )
    
    
    
    2,582
    
    
    
    (6,367
    )
    
    
    
    (27,344
    )Discontinued operations:Gain from operations of discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    498,796
    
    
    
    
    
    
    
    
    
    
    
    
    
    502,718Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    (193,922
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (195,647
    )Minority interest expense
    
    
    
    
    
    
    
    
    
    
    
    (74,003
    )
    
    
    
    
    
    
    
    
    
    
    
    
    (73,966
    )Gain on discontinued operations
    
    
    
    
    
    
    
    
    
    
    
    230,871
    
    
    
    
    
    
    
    
    
    
    
    
    
    233,105Net income (loss)
    
    $
    4,910
    
    
    $
    (6,367
    )
    
    
    $
    205,444
    
    
    
    $
    2,582
    
    
    $
    (6,367
    )
    
    
    $
    205,761
 See accompanying notes to condensed consolidated financial statements.
 4




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##### Table of Contents



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)
 Radio Holdings
    
    
    
    PredecessorSix Months Ended June 30,
    
    
    May 5, 2006 to June 30,
    
    
    
    January 1, 2006 to May2007
    
    
    2006
    
    
    
    4, 2006CASH FLOWS FROM OPERATING ACTIVITIESNet income (loss)
    
    $
    2,582
    
    
    $
    (6,367
    )
    
    
    $
    205,761Adjustments to reconcile net income(loss) to net cash provided
(used in) by operating activities:Depreciation and amortization of intangible assets
    
    
    5,377
    
    
    
    11,830
    
    
    
    
    15,143Deferred financing amortization
    
    
    2,135
    
    
    
    524
    
    
    
    
    197Radio Employee Stock Plan
    
    
    
    
    
    
    
    
    
    
    
    118Provision for doubtful accounts
    
    
    461
    
    
    
    523
    
    
    
    
    Loss on extinguishment of debt
    
    
    
    
    
    
    
    
    
    
    
    6,492SusQtech and Pfaltzgraff
    
    
    
    
    
    
    
    
    
    
    
    (498,528
    )Deferred income taxes
    
    
    (4,809
    )
    
    
    
    
    
    
    
    2,633Minority interests
    
    
    
    
    
    
    
    
    
    
    
    75,334Changes in assets and liabilities:Decrease (increase) in accounts receivable, net
    
    
    (1,212
    )
    
    
    (8,450
    )
    
    
    
    825Decrease (increase) in prepaid and other current assets
    
    
    (3,289
    )
    
    
    (5,608
    )
    
    
    
    (8,694
    )Decrease (increase) in other assets
    
    
    77
    
    
    
    
    
    
    
    
    Increase(decrease) in accounts payable and other accrued expenses
    
    
    (5,511
    )
    
    
    9,128
    
    
    
    
    16,835Increase (decrease) in other liabilities
    
    
    1,028
    
    
    
    472
    
    
    
    
    (20,125
    )Net cash provided by (used in) operating activities
    
    
    (3,161
    )
    
    
    2,052
    
    
    
    
    (204,009
    )CASH FLOWS FROM INVESTING ACTIVITIESCapital expeditures
    
    
    (576
    )
    
    
    
    
    
    
    
    (8,522
    )Acquisition costs
    
    
    
    
    
    
    
    
    
    
    
    728,328Purchase price adjustments
    
    
    352
    
    
    
    135
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    (224
    )
    
    
    135
    
    
    
    
    719,806CASH FLOWS FROM FINANCING ACTIVITIESIncrease in cash overdrafts
    
    
    
    
    
    
    
    
    
    
    
    2,214Proceeds
from credit facilities
    
    
    11,000
    
    
    
    
    
    
    
    
    113,200Repayment of credit facilities
    
    
    (15,500
    )
    
    
    (10,000
    )
    
    
    
    (466,219
    )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 used in financing activities
    
    
    (4,500
    )
    
    
    (10,000
    )
    
    
    
    (523,134
    )Decrease in cash and cash equivalents
    
    
    (7,885
    )
    
    
    (7,813
    )
    
    
    
    (7,337
    )Cash and cash equivalents at beginning of period
    
    
    7,898
    
    
    
    10,253
    
    
    
    
    7,337Cash and cash equivalents at end of period
    
    $
    13
    
    
    $
    2,440
    
    
    
    $
    Supplemental disclosures of cash flow information:Trade revenue
    
    
    1,360
    
    
    
    174
    
    
    
    
    Trade expense
    
    
    1,171
    
    
    
    111
    
    
    
    
    Cash paid for taxes
    
    
    1,845
    
    
    
    
    
    
    
    
    Interest paid
    
    
    37,791
    
    
    
    
    
    
    
    
    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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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
    
    
    April 1, 2006 ThroughMay 4, 2006
    
    
    May 4, 2006Revenues from discontinued operations
    
    $
    70,394
    
    
    $
    17,173Interest expense, net
    
    $
    6,065
    
    
    $
    1,327
 3. Long-term Debt
  7




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##### Table of Contents



Radio HoldingsJune 30, 2007
    
    
    December 31, 2006Debt classified as continuing operations:9.875% Senior subordinated notes
    
    $
    250,000
    
    
    $
    250,000Term loan and revolving credit facility
    
    
    677,000
    
    
    
    681,500Total
    
    
    927,000
    
    
    
    931,500Less amounts payable within one year
    
    
    7,000
    
    
    
    7,000$
    920,000
    
    
    $
    924,500
       4. Derivative Financial Instruments
 Accounting for Derivative Instruments and Hedging Activities.
 8




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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
  Radio Holdings/Radio Holdings
    
    
    
    PredecessorCombined ThreeThree Months
    
    
    
    Months Ended
    
    
    Increase
    
    
    % PercentEnded June 30, 2007
    
    
    
    June 30, 2006
    
    
    (Decrease)
    
    
    ChangeSTATEMENT OF OPERATIONS DATA:Net revenues
    
    $
    60,051
    
    
    
    $
    57,632
    
    
    $
    2,419
    
    
    
    4.2
    %Station operating expenses excluding depreciation,
amortization and LMA fees
    
    
    33,216
    
    
    
    
    39,446
    
    
    
    (6,230
    )
    
    
    (15.8
    )%Corporate
general and administrative expenses
    
    
    2,208
    
    
    
    
    27,584
    
    
    
    (25,376
    )
    
    
    (92.0
    )%Depreciation
and amortization
    
    
    2,582
    
    
    
    
    12,461
    
    
    
    (9,879
    )
    
    
    (79.3
    )%Costs related to sale of business, principally advisory fees
    
    
    
    
    
    
    
    14,513
    
    
    
    (14,513
    )
    
    
    (100.0
    )%Operating income (loss)
    
    $
    22,045
    
    
    
    $
    (36,372
    )
    
    $
    (58,417
    )
    
    
    (160.6
    )%Interest expense, net
    
    
    (19,924
    )
    
    
    
    (12,640
    )
    
    
    7,284
    
    
    
    57.6
    %Other income (expense), net
    
    
    74
    
    
    
    
    (1,811
    )
    
    
    (1,885
    )
    
    
    (104.1
    )%Income tax benefit
    
    
    2,715
    
    
    
    
    19,926
    
    
    
    (17,211
    )
    
    
    (86.4
    )%Minority interest expense
    
    
    
    
    
    
    
    (897
    )
    
    
    (897
    )
    
    
    (100.0
    )%Income (loss) from continuing operations
    
    $
    4,910
    
    
    
    $
    (31,794
    )
    
    $
    (36,704
    )
    
    
    (115.4
    )%OTHER DATA:Station operating income (1)
    
    $
    26,835
    
    
    
    $
    18,186
    
    
    $
    8,649
    
    
    
    47.6
    %Station operating income margin (2)
    
    
    44.7
    %
    
    
    
    31.6
    %
    
    
    *
    *
    
    
    *
    *




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##### Table of Contents



Radio Holdings/Radio Holdings
    
    
    
    PredecessorSix Months Ended
    
    
    
    Combined Six Months
    
    
    Increase
    
    
    % PercentJune 30, 2007
    
    
    
    Ended June 30, 2006
    
    
    (Decrease)
    
    
    ChangeSTATEMENT OF OPERATIONS DATA:Net revenues
    
    $
    106,178
    
    
    
    $
    106,843
    
    
    $
    (665
    )
    
    
    (0.6
    )%Station operating expenses excluding depreciation,
amortization and LMA fees
    
    
    59,770
    
    
    
    
    71,217
    
    
    
    (11,447
    )
    
    
    (16.1
    )%Corporate
general and administrative expenses
    
    
    3,751
    
    
    
    
    33,838
    
    
    
    (30,087
    )
    
    
    (88.9
    )%Depreciation
and amortization
    
    
    5,377
    
    
    
    
    14,251
    
    
    
    (8,874
    )
    
    
    (62.3
    )%Costs related to sale of business, principally advisory fees
    
    
    
    
    
    
    
    14,513
    
    
    
    (14,513
    )
    
    
    (100.0
    )%Operating income (loss)
    
    $
    37,280
    
    
    
    $
    (26,976
    )
    
    $
    (64,256
    )
    
    
    (238.2
    )%Interest expense, net
    
    
    (39,433
    )
    
    
    
    (17,106
    )
    
    
    22,327
    
    
    
    130.5
    %Loss on early extinguishment of debt
    
    
    
    
    
    
    
    (6,492
    )
    
    
    (6,492
    )
    
    
    (100.0
    )%Other income (expense), net
    
    
    (74
    )
    
    
    
    (1,586
    )
    
    
    (1,512
    )
    
    
    (95.3
    )%Income tax benefit
    
    
    4,809
    
    
    
    
    19,817
    
    
    
    (15,008
    )
    
    
    (75.7
    )%Minority interest expense
    
    
    
    
    
    
    
    (1,368
    )
    
    
    (1,368
    )
    
    
    (100.0
    )%Income (loss) from continuing operations
    
    $
    2,582
    
    
    
    $
    (33,711
    )
    
    $
    (36,293
    )
    
    
    (107.7
    )%OTHER DATA:Station operating income (1)
    
    $
    46,408
    
    
    
    $
    35,626
    
    
    $
    10,782
    
    
    
    30.3
    %Station operating income margin (2)
    
    
    43.7
    %
    
    
    
    33.3
    %
    
    
    *
    *
    
    
    *
    *Cash flows related to:Operating activities
    
    
    (3,161
    )
    
    
    
    (201,957
    )
    
    
    (198,796
    )
    
    
    (98.4
    )%Investing activities
    
    
    (224
    )
    
    
    
    719,941
    
    
    
    (720,165
    )
    
    
    (100.0
    )%Financing activities
    
    
    (4,500
    )
    
    
    
    (533,134
    )
    
    
    (528,634
    )
    
    
    (99.2
    )%Capital expenditures
    
    
    (576
    )
    
    
    
    (8,522
    )
    
    
    (7,946
    )
    
    
    (93.2
    )%
 
 **
    
    Not a meaningful calculation to present.(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 June 30, 2007 Compared to the Combined Three Months Ended June 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.
    Radio Holdings
    
    
    
    Radio
Holdings/PredecessorCombined ThreeThree Months Ended
    
    
    
    Months Ended
    
    
    Increase/
    
    
    % PercentJune 30, 2007
    
    
    
    June 30, 2006
    
    
    (Decrease)
    
    
    ChangeOperating income (loss)
    
    $
    22,045
    
    
    
    $
    (36,372
    )
    
    $
    (58,417
    )
    
    
    (160.6
    )%Corporate
general and administrative expenses
    
    
    2,208
    
    
    
    
    27,584
    
    
    
    (25,376
    )
    
    
    (92.0
    )%Depreciation and amortization
    
    
    2,582
    
    
    
    
    12,461
    
    
    
    (9,879
    )
    
    
    (79.3
    )%Cost related to sale of business
principally advisory fees
    
    
    
    
    
    
    
    14,513
    
    
    
    (14,513
    )
    
    
    (100.0
    )%Station operating income
    
    $
    26,835
    
    
    
    $
    18,186
    
    
    $
    8,649
    
    
    
    47.6
    %
 13




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##### Table of Contents



Intangible Assets.
 Six Months Ended June 30, 2007 Compared to the Combined Six Months Ended June 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/Radio Holdings
    
    
    
    PredecessorSix Months Ended
    
    
    
    Combined Six Months
    
    
    Increase/
    
    
    % PercentJune 30, 2007
    
    
    
    Ended June 30, 2006
    
    
    (Decrease)
    
    
    ChangeOperating income (loss)
    
    $
    37,280
    
    
    
    $
    (26,976
    )
    
    $
    (64,256
    )
    
    
    (238.2
    )%Corporate
general and administrative expenses
    
    
    3,751
    
    
    
    
    33,838
    
    
    
    (30,087
    )
    
    
    (88.9
    )%Depreciation and amortization
    
    
    5,377
    
    
    
    
    14,251
    
    
    
    (8,874
    )
    
    
    (62.3
    )%Cost related to sale of business
principally advisory fees
    
    
    
    
    
    
    
    14,513
    
    
    
    (14,513
    )
    
    
    (100.0
    )%Station operating income
    
    $
    46,408
    
    
    
    $
    35,626
    
    
    $
    10,782
    
    
    
    30.3
    %
 14




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##### Table of Contents



Liquidity and Capital Resources
 Historical Cash Flows
      Sources of Liquidity
    1 2
    15




---



##### Table of Contents



Future Needs for Liquidity
   
 Item 3. Quantitative
and Qualitative Disclosures About Market Risk
    
 Item 4. Controls and Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
  16




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##### Table of Contents



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
  17




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##### Table of Contents



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.
 18




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##### Table of Contents



SIGNATURE
  CMP SUSQUEHANNA RADIO HOLDINGS CORP..Date:
August 14, 2007
    
    By:
    
    /s/ Martin R. GausvikMartin R. Gausvik
Executive Vice President,
Treasurer and Chief Financial Officer
 19




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##### Table of Contents



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.
 20