You should read the following discussion together with the financial statements and related notes included elsewhere in this report. The results discussed below are not necessarily indicative of the results to be expected in any future periods. This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words "may," "will," "estimate," "intend," "continue," "believe," "expect" or "anticipate" and other similar words. Such forward-looking statements may be contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations," among other places. Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as unforeseen events that would cause us to broadcast commercial-free for any period of time and changes in the radio broadcasting industry generally. We do not intend, and undertake no obligation, to update any forward-looking statement. Key risks to our company are described in our annual report on Form 10-K, filed with the Securities and Exchange Commission on March 27, 2009.

General

We are a radio broadcasting company whose primary business is acquiring, developing, and operating radio stations throughout the United States. We own and operate 42 radio stations in the following markets: Miami-Fort Lauderdale, FL, Philadelphia, PA, Wilmington, DE, Las Vegas, NV, Fort Myers-Naples, FL, Fayetteville, NC, Greenville-New Bern-Jacksonville, NC, Augusta, GA, West Palm Beach-Boca Raton, FL, Atlanta, GA and Boston, MA. We refer to each group of radio stations that we own in each radio market as a market cluster.

Recent Developments

On August 25, 2009, we completed the sale of substantially all of the assets used in the operation of radio station KBET-AM and certain assets used in the operation of radio stations KCYE-FM and KFRH-FM in Las Vegas, Nevada to Silver State Broadcasting LLC for $15.3 million in cash. We repaid a portion of the outstanding balance under our credit facility with the sale proceeds. We recorded a $1.7 million gain on sale during the third quarter of 2009.

We continue to be impacted by deteriorating general economic conditions, which have caused a downturn in the advertising industry. The automobile and retail industries have historically been important sources of advertising revenue for us however they have been disproportionately impacted by the ongoing economic downturn. As these industries have reduced their discretionary spending they have reduced their advertising budgets. We will continue to review our operating costs and expenses areas in response to the decreased demand for advertising which has negatively impacted our revenues.

Financial Statement Presentation

The following discussion provides a brief description of certain key items that appear in our financial statements and general factors that impact these items.

Net Revenue. Our net revenue is primarily derived from the sale of advertising airtime to local and national advertisers. Net revenue is gross revenue less agency commissions, generally 15% of gross revenue. Local revenue generally consists of advertising airtime sales to advertisers in a radio station's local market either directly to the advertiser or through the advertiser's agency. National revenue generally consists of advertising airtime sales to agencies purchasing advertising for multiple markets. National sales are generally facilitated by our national representation firm, which serves as our agent in these transactions.

The advertising rates that we are able to charge and the number of advertisements that we can broadcast without jeopardizing listener levels generally determine our net revenue. Advertising rates are primarily based on the following factors:

• a radio station's audience share in the demographic groups targeted by advertisers as measured principally by quarterly reports issued by the Arbitron Ratings Company;

• the supply of, and demand for, radio advertising time; and

• the size of the market.

Our net revenue is affected by general economic conditions, competition and our ability to improve operations at our market clusters. Seasonal revenue fluctuations are also common in the radio broadcasting industry and are primarily due to variations in advertising expenditures by local and national advertisers. Our revenues are typically lowest in the first calendar quarter of the year.

We use trade sales agreements to reduce cash paid for operating costs and expenses by exchanging advertising airtime for goods or services; however, we endeavor to minimize trade revenue in order to maximize cash revenue from our available airtime.

Operating Costs and Expenses. Our operating costs and expenses consist primarily of (1) programming, engineering, and promotional expenses, reported as cost of services, and selling, general and administrative expenses incurred at our radio stations, (2) general and administrative expenses, including compensation and other expenses, incurred at our corporate offices, and (3) depreciation and amortization. We strive to control our operating expenses by centralizing certain functions at our corporate offices and consolidating certain functions in each of our market clusters.

Income Taxes. Our effective tax rate was approximately 43% for the three and nine months ended September 30, 2008 and 57% and 53% for the three and nine months ended September 30, 2009, respectively, which differ from the federal statutory rate of 34% due to the effect of state income taxes and certain of our expenses that are not deductible for tax purposes. The effective tax rate also includes additional tax expense in 2008 and 2009 from the vesting of restricted stock in 2008 and 2009 at stock prices lower than the grant-date stock prices of those awards. The effective tax rate for the three and nine months ended September 30, 2009 also reflects a $0.4 million increase to the valuation allowance for unrealized losses on investments which we have determined, more likely than not, that such losses will not be utilized.

Critical Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect reported amounts and related disclosures. We consider an accounting estimate to be critical if:

• it requires assumptions to be made that were uncertain at the time the estimate was made; and

• changes in the estimate or different estimates that could have been selected could have a material impact on our results of operations or financial condition.

Our critical accounting estimates are described in Item 7 of our annual report on Form 10-K for the year ended December 31, 2008. There have been no material changes to our critical accounting estimates during the third quarter of 2009.

Recent Accounting Pronouncements

In August 2009, the FASB issued Accounting Standard Update ("ASU") 2009-05, Fair Value Measurements and Disclosures - Measuring Liabilities at Fair Value. ASU 2009-05 provides clarification for circumstances in which a quoted price in an inactive market for an identical liability is not available. ASU 2009-05 is effective for the first reporting period beginning after August 2009. We have not completed our evaluation of the impact of the adoption of ASU 2009-05.

Three Months Ended September 30, 2009 Compared to the Three Months Ended September 30, 2008

The following summary table presents a comparison of our results of operations for the three months ended September 30, 2008 and 2009 with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

                                         Three months ended September 30,              Change
                                            2008                 2009               $              %
Net revenue                           $      30,571,244    $      24,415,988   $ (6,155,256 )    (20.1 )%
Cost of services                             10,418,913            8,472,663     (1,946,250 )    (18.7 )
Selling, general and administrative
expenses                                     11,104,606            9,074,292     (2,030,314 )    (18.3 )
Corporate general and
administrative expenses                       2,214,838            1,855,882       (358,956 )    (16.2 )
Net gain on sale or disposal of
assets                                               -             1,496,336      1,496,336         NM
Interest expense                              2,045,164            2,733,022        687,858       33.6
Net income                                    2,318,683            1,379,178       (939,505 )    (40.5 )

Net Revenue. The $6.2 million decrease in net revenue during the three months ended September 30, 2009 was primarily due to the downturn in the advertising industry as a result of general economic conditions. Net revenue decreased at all eleven of our market clusters. Net revenue decreased $2.1 million at our Miami-Fort Lauderdale market cluster, $1.0 million at our Philadelphia market cluster, $1.0 million at our Las Vegas market cluster, $0.7 million at our Fayetteville market cluster, $0.4 million at our Wilmington market cluster, and $0.4 million at our Greenville-New Bern-Jacksonville market cluster.

Cost of Services. The $1.9 million decrease in cost of services during the three months ended September 30, 2009 was primarily due to cost containment measures in response to the decrease in net revenue. Cost of services decreased at ten of our eleven market clusters and was comparable to 2008 at the remaining market cluster. Cost of services decreased $0.7 million at our Miami-Fort Lauderdale market cluster, $0.4 million at our Las Vegas market cluster, and $0.3 million at our Philadelphia market cluster.

Selling, General and Administrative Expenses. The $2.0 million decrease in selling, general and administrative expenses during the three months ended September 30, 2009 was primarily due to a decrease in sales commissions resulting from the decrease in net revenue and cost containment measures. Selling, general and administrative expenses decreased at ten of our eleven market clusters and were comparable to 2008 at the remaining market cluster. Selling, general and administrative expenses decreased $0.6 million at our Philadelphia market cluster, $0.5 million at our Miami-Fort Lauderdale market cluster, and $0.3 million at our Las Vegas market cluster.

Corporate General and Administrative Expenses. The $0.4 million decrease in corporate general and administrative expenses during the three months ended September 30, 2009 was primarily due to a decrease in cash and stock-based compensation expense and other cost containment measures.

Net Gain on Sale or Disposal of Assets. Net gain on sale or disposal of assets includes a $1.7 million gain related to the sale of substantially all of the assets used in the operation of radio station KBET-AM and certain assets used in the operation of radio stations KCYE-FM and KFRH-FM in Las Vegas, Nevada to Silver State Broadcasting LLC on August 25, 2009.

Interest Expense. The $0.7 million increase in interest expense during the three months ended September 30, 2009 was due an increase in our interest rate as a result of the amendment to our credit agreement during the first quarter of 2009 and the swap agreements we entered during the second and third quarters of 2008. These increases were partially offset with reduced borrowing costs as a result of a general decline in interest rates and scheduled and voluntary repayments of borrowings under our credit facility.

Net Income. As a result of the factors described above, net income for the three months ended September 30, 2009 was $1.4 million compared to a net income of $2.3 million for the three months ended September 30, 2008.

Nine Months Ended September 30, 2009 Compared to the Nine Months Ended September 30, 2008

The following summary table presents a comparison of our results of operations for the nine months ended September 30, 2008 and 2009 with respect to certain of our key financial measures. These changes illustrated in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

                                        Nine months ended September 30,                Change
                                           2008                 2009                $              %
Net revenue                          $      90,977,719    $      70,584,484   $ (20,393,235 )    (22.4 )%
Cost of services                            29,647,257           24,563,186      (5,084,071 )    (17.1 )
Selling, general and
administrative expenses                     34,908,556           27,066,066      (7,842,490 )    (22.5 )
Corporate general and
administrative expenses                      7,109,008            6,015,163      (1,093,845 )    (15.4 )
Net gain on sale or disposal of
assets                                              -             1,496,336       1,496,336         NM
Interest expense                             6,839,564            7,528,446         688,882       10.1
Loss on extinguishment of
long-term debt                                      -               513,642         513,642         NM
Net income                                   5,914,247            2,095,984      (3,818,263 )    (64.6 )

Net Revenue. The $20.4 million decrease in net revenue during the nine months ended September 30, 2009 was primarily due to the downturn in the advertising industry as a result of general economic conditions. Net revenue decreased at ten of our eleven market clusters and was comparable to 2008 at the remaining market cluster. Net revenue decreased $5.9 million at our Miami-Fort Lauderdale market cluster, $4.3 million at our Philadelphia market cluster, $2.9 million at our Las Vegas market cluster, $2.0 million at our Fayetteville market cluster, $1.7 million at our Greenville-New Bern-Jacksonville market cluster, $1.5 million at our Fort Myers-Naples market cluster, $0.9 million at our Wilmington market cluster, $0.6 million at our Augusta market cluster, and $0.6 million at our West Palm Beach-Boca Raton market cluster.

Cost of Services. The $5.1 million decrease in cost of services during the nine months ended September 30, 2009 was primarily due to cost containment measures in response to the decrease in net revenue. Cost of services decreased at all of our market clusters including a decrease of $2.1 million at our Miami-Fort Lauderdale market cluster, $0.9 million at our Las Vegas market cluster, $0.6 million at our Philadelphia market cluster, and $0.5 million at our Fort Myers-Naples market cluster.

Selling, General and Administrative Expenses. The $7.8 million decrease in selling, general and administrative expenses during the nine months ended September 30, 2009 was primarily due to a decrease in sales commissions resulting from the decrease in net revenue and cost containment measures. Selling, general and administrative expenses decreased at ten of our eleven market clusters and was comparable to 2008 at the remaining market cluster. Selling, general and administrative expenses decreased $2.6 million at our Miami-Fort Lauderdale market cluster, $1.6 million at our Philadelphia market cluster, $0.9 million at our Las Vegas market cluster, $0.8 million at our Fayetteville market cluster, $0.6 million at our Fort Myers-Naples market cluster, and $0.6 million at our Greenville-New Bern-Jacksonville market cluster.

Corporate General and Administrative Expenses. The $1.1 million decrease in corporate general and administrative expenses during the nine months ended September 30, 2009 was primarily due to a decrease in cash and stock-based compensation expense and other cost containment measures.

Net Gain on Sale or Disposal of Assets. Net gain on sale or disposal of assets includes a $1.7 million gain related to the sale of substantially all of the assets used in the operation of radio station KBET-AM and certain assets used in the operation of radio stations KCYE-FM and KFRH-FM in Las Vegas, Nevada to Silver State Broadcasting LLC on August 25, 2009.

Interest Expense. The $0.7 million increase in interest expense during the nine months ended September 30, 2009 was due to an increase in our interest rate as a result of the amendment to our credit agreement during the first quarter of 2009 and the swap agreements we entered during the second and third quarters of 2008. These increases were offset with reduced borrowing costs as a result of a general decline in interest rates and scheduled and voluntary repayments of borrowings under our credit facility.

Loss on Extinguishment of Long-Term Debt. In connection with an amendment to our credit facility during the first quarter of 2009, we recorded a $0.5 million loss on extinguishment of long-term debt during the nine months ended September 30, 2009.

Net Income. As a result of the factors described above, net income for the nine months ended September 30, 2009 was $2.1 million compared to a net income of $5.9 million for the nine months ended September 30, 2008.

Liquidity and Capital Resources

Overview. Our primary source of liquidity is internally generated cash flow. Our primary liquidity needs have been, and for the next twelve months and thereafter are expected to continue to be, for working capital, debt service, and other general corporate purposes, including capital expenditures. Historically, our capital expenditures have not been significant. In addition to property and equipment associated with radio station acquisitions, our capital expenditures have generally been, and are expected to continue to be, related to the maintenance of our studio and office space and the technological improvement, including upgrades necessary to broadcast HD Radio, and maintenance of our broadcasting towers and equipment. We have also purchased or constructed office and studio space in some of our markets to facilitate the consolidation of our operations.

Prior to March 13, 2009, our credit facility permitted us to repurchase up to $50.0 million of our common stock and on June 10, 2004, our board of directors authorized us to repurchase up to $25.0 million of our Class A common stock over a one-year period from the date of authorization, which was extended on May 12, 2005 for one additional year. On May 24, 2006, our board of directors authorized us to increase the remaining balance under our previous authorization from $21.3 million to $25.0 million and to extend the repurchase period to May 23, 2007. Effective May 24, 2007, our board of directors authorized the extension of the repurchase period for one additional year. Effective May 24, 2008, our board of directors authorized the extension of the repurchase period for one additional year. Effective March 13, 2009, our credit facility prohibits us from repurchasing additional shares of our common stock until our consolidated total debt is less than 5.00 times our consolidated operating cash flow at which time we are permitted to repurchase up to an aggregate of $10.0 million of our common stock. We are permitted to repurchase up to $0.5 million of our common stock per year in connection with vesting of restricted stock. From June 10, 2004 to November 5, 2009, we repurchased 2.6 million shares of our Class A common stock for an aggregate $13.9 million.

Prior to March 13, 2009, our credit facility permitted us to pay cash dividends on our common stock in an amount up to an aggregate of $10.0 million per year. Effective March 13, 2009, our credit facility prohibits us from paying cash dividends on our common stock until our consolidated total debt is less than 5.00 times our consolidated operating cash flow at which time we are permitted to pay cash dividends in an amount up to an aggregate of $5.0 million per year.

We expect to provide for future liquidity needs through one or a combination of the following sources of liquidity:

• internally generated cash flow;

• our credit facility;

• additional borrowings, other than under our existing credit facility, to the extent permitted thereunder; and

• additional equity offerings.

We believe that we will have sufficient liquidity and capital resources to permit us to provide for our liquidity requirements and meet our financial obligations for the next twelve months. However, continuation or worsening of the economic downturn in the United States or in the markets we serve, poor financial results, unanticipated acquisition opportunities or unanticipated expenses could give rise to defaults under our credit facility, additional debt servicing requirements or other additional financing or liquidity requirements sooner than we expect and we may not secure financing when needed or on acceptable terms.

Our ability to reduce our total debt ratio, as defined by our credit facility, by increasing operating cash flow and/or decreasing long-term debt will determine how much, if any, of the remaining commitments under the revolving portion of our credit facility will be available to us in the future. Continuation or worsening of the economic downturn in the United States or in the markets we serve, poor financial results or unanticipated expenses could result in our failure to maintain or lower our total leverage ratio and we may not be permitted to make any additional borrowings under the revolving portion of our credit facility.

The following summary table presents a comparison of our capital resources for the nine months ended September 30, 2008 and 2009 with respect to certain of our key measures affecting our liquidity. The changes set forth in the table are discussed in greater detail below. This section should be read in conjunction with the financial statements and notes to financial statements included in Item 1 of this report.

                                                            Nine months ended September 30,
                                                               2008                   2009
Net cash provided by operating activities                $     16,750,306         $   8,585,372
Net cash provided by (used in) investing activities            (1,200,898 )          14,927,004
Net cash used in financing activities                         (17,116,247 )         (21,679,842 )

Net increase (decrease) in cash and cash equivalents     $     (1,566,839 )       $   1,832,534

Net Cash Provided By Operating Activities. Net cash provided by operating activities decreased by $8.2 million during the nine months ended September 30, 2009 compared to the same period in 2008 primarily due to a $19.9 million decrease in cash

receipts from the sale of advertising airtime, a $1.0 million decrease in cash refunded for income taxes, and a $0.5 million increase in cash paid for interest. This decrease was partially offset by a $12.6 million decrease in cash paid for station operating expenses, and a $0.7 million decrease in cash paid for corporate general and administrative expenses.

Net Cash Used In Investing Activities. Net cash provided by investing activities in the nine months ended September 30, 2009 was primarily due to cash proceeds of $15.3 million from the sale of assets in Las Vegas, Nevada, which were partially offset by cash payments for capital expenditures of $0.5 million. Net cash used in investing activities for the same period in 2008 was primarily due to cash payments for capital expenditures of $1.3 million.

Net Cash Used In Financing Activities. Net cash used in financing activities in the nine months ended September 30, 2009 was primarily due to scheduled repayments of $2.7 million and voluntary repayments of $17.9 million under our credit facility, and payments of $0.8 million of loan fees related to the amended credit facility. Net cash used in financing activities for the same period in 2008 was primarily due to voluntary repayments of $12.0 million under our credit facility, cash dividends of $4.4 million, and $0.8 million for repurchases of our Class A common stock.

Credit Facility. As of October 31, 2009, the outstanding balance of our credit facility was $153.8 million. As of September 30, 2009, the credit facility consists of a revolving credit loan with a maximum commitment of $65.0 million and a term loan with a remaining balance of $98.0 million. The revolving credit loan includes a $7.5 million sub-limit for letters of credit which may not be increased. At our election, the revolving credit loan and term loan may bear interest at either the base rate or LIBOR plus a margin that is determined by our debt to operating cash flow ratio. The base rate is equal to the higher of the prime rate, the federal funds effective rate, or the one month LIBOR quoted rate plus 1.0%. Interest on base rate loans is payable quarterly through maturity. Interest on LIBOR loans is payable on the last day of the selected LIBOR period and, if the selected period is longer than three months, every three months after the beginning of the LIBOR period. The revolving credit loan and term loan carried interest, based on LIBOR, at 4.1955% and 4.2744% as of December 31, 2008 and September 30, 2009, respectively, and mature on June 30, 2015. The scheduled reductions in the amount available under the revolving credit loan may require principal repayments if the outstanding balance at that time exceeds the maximum amount available under the revolving credit loan. In connection with the amended credit facility, we recorded a $0.5 million loss on extinguishment of long-term debt during the first quarter of 2009.

As of September 30, 2009, we had $9.2 million in remaining commitments available under the revolving credit loan of our credit facility.

As of September 30, 2009, our credit facility is secured by substantially all of our assets and is guaranteed jointly and severally by the Company and all of our subsidiaries. The guarantees were issued to our lenders for repayment of the outstanding balance of the credit facility. If we default under the terms of the credit facility, our subsidiaries may have been required to perform under their . . .