8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 1, 2007

Cox Radio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12187	58-1620022
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6205 Peachtree Dunwoody Road Atlanta, Georgia	30328
(Address of principal executive offices)	(Zip Code)

(678) 645-0000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 1, 2007, Cox Radio, Inc. issued a press release announcing its financial results for the quarter and six-month period ended June 30, 2007, and a copy of this press release is being furnished as an exhibit to this report. The press release contains disclosure of station operating income, station operating income margin and free cash flow, each of which is not a measure of financial performance or liquidity calculated in accordance with accounting principles generally accepted in the United States (GAAP). Page 6 of the press release contains disclosure regarding why management believes the presentation of these non-GAAP measures provides useful information to investors and, to the extent material, management’s uses for such measures. Page 7 of the press release contains:

• a tabular reconciliation of operating income, from Cox Radio’s financial statements presented in accordance with GAAP, to station operating income, a non-GAAP financial measure; and

• a tabular reconciliation of net income, from Cox Radio’s financial statements presented in accordance with GAAP, to free cash flow, a non-GAAP financial measure.

The information required to be furnished pursuant to Item 2.02 and Exhibit 99.1 of this report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of that section, except if Cox Radio specifically incorporates it by reference into a filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibit:

99.1 Press Release dated August 1, 2007, announcing financial results for the quarter and six-month period ended June 30, 2007 (furnished pursuant to Item 2.02 of Form 8-K)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	COX RADIO, INC.
Date: August 1, 2007	By:	/s/ Neil O. Johnston
	Name:	Neil O. Johnston
	Title:	Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS

FOR IMMEDIATE RELEASE

COX RADIO REPORTS SECOND QUARTER 2007 FINANCIAL RESULTS

- Net Revenues up 1% -

ATLANTA, August 1, 2007 — Cox Radio, Inc. (NYSE: CXR) today reported financial results for the three-month and six-month periods ended June 30, 2007.

Financial highlights (in thousands, except per share data and percentages) are as follows:

	Three Months Ended June 30,								Six Months Ended June 30,
	2007			2006					2007			2006
Net revenues	$	118,002		$	117,151		0.7	%	$	218,755		$	214,757		1.9	%
Station operating income (1)		47,790			49,953		(4.3	)%		85,615			88,058		(2.8	)%
Station operating income margin (2)		40.5	%		42.6	%	—			39.1	%		41.0	%	—
Operating income	$	38,204		$	40,140		(4.8	)%	$	66,255		$	69,549		(4.7	)%
Net income		20,254			25,668		(21.1	)%		33,787			39,651		(14.8	)%
Net income per common share – diluted	$	0.21		$	0.27		(22.2	)%	$	0.35		$	0.41		(14.6	)%
Free cash flow (3)		29,164			30,595		(4.7	)%		49,404			49,703		(0.6	)%

(1) Station operating income is not a measure of performance calculated in accordance with accounting principles generally accepted in the United States (GAAP). Please see the attached table for a reconciliation to operating income, the most directly comparable GAAP financial measure.

(2) Station operating income margin is station operating income as a percentage of net revenues.

(3) Free cash flow is not a measure of performance calculated in accordance with GAAP. Please see the attached table for a reconciliation to net income, the most directly comparable GAAP financial measure.

Robert F. Neil, President and CEO, commented, “Our revenues for the second quarter increased 1%, in-line with the markets in which we operate, driven primarily by local revenues, which were up 1%, and Internet revenues, which were up 21% for the quarter. I’m especially pleased with the progress we’re making in our largest markets, Atlanta, Miami and Orlando, each of which showed solid revenue growth through the first six months.”

Operating Results – Second Quarter 2007

Net revenues for the second quarter of 2007 were $118.0 million, up 0.7% from the second quarter of 2006. Local revenues increased 0.6% and national revenues decreased 0.7%, each as compared to the second quarter of 2006. Other revenues increased 6.0% as compared to the second quarter of 2006, primarily due to a 21.3% increase in Internet revenues during that same period. Our stations in Atlanta, Birmingham and Greenville delivered revenue growth during the second quarter of 2007. The revenue growth at these stations was partially offset by results of our stations in Houston, Jacksonville and Dayton, where net revenues were down for the quarter. Revenues in Atlanta, our largest market, were up 5.8% in the second quarter of 2007 as compared to the same period in 2006.

Cost of services is comprised of expenses incurred by our technical, news and programming departments. Cost of services increased $1.8 million, or 8.4%, to $22.7 million. This increase was the result of $0.6 million of additional expenses related to expanded employee participation in Cox Enterprises’ defined benefit pension plan, as well as additional costs associated with programming talent.

Selling, general and administrative expenses are comprised of expenses incurred by our sales, promotion and general and administrative departments. These expenses increased $1.5 million, or 3.1% as compared to the second quarter of 2006. This increase was primarily the result of $1.0 million of additional expenses related to expanded employee participation in Cox Enterprises’ defined benefit pension plan. Additionally, there was an increase in sales commissions and property tax expense in the second quarter of 2007, as compared to the second quarter of 2006, which was partly offset by decreased promotion expense during the same period.

Corporate general and administrative expenses were largely flat as compared to the second quarter of 2006.

Operating income for the second quarter of 2007 was $38.2 million, a $1.9 million decrease from the second quarter of 2006 for the reasons discussed above.

Interest expense during the second quarter of 2007 totaled $5.3 million, as compared to $6.1 million for the second quarter of 2006. This decrease was primarily attributable to lower overall outstanding debt. The average interest rate on our credit facility was 6.0% during both the second quarter of 2007 and 2006.

Income tax expense increased approximately $4.6 million to $12.9 million in the second quarter of 2007, as compared to $8.3 million in the second quarter of 2006. This change in income tax expense was primarily due to a $2.5 million prior-year decrease in current tax expense resulting from a favorable audit settlement and a $3.1 million prior-year decrease in deferred tax expense resulting from changes in certain state income tax laws. Our overall effective tax rate was 39.0% for the second quarter of 2007 and 24.5% for the second quarter of 2006.

Net income for the second quarter of 2007 was $20.3 million, a decrease of $5.4 million from the second quarter of 2006. This decrease was attributable to the various factors discussed above.

Capital expenditures for the second quarter of 2007 totaled $2.4 million.

Page 2 of 7

Operating Results – First Six Months of 2007

Net revenues for the first six months of 2007 increased $4.0 million to $218.8 million, a 1.9% increase compared to the first six months of 2006. Local revenues increased 2.2% and national revenues decreased 1.2%, each as compared to the first six months of 2006. Other revenues increased 7.4% as compared to the first six months of 2006, primarily due to a 26.5% increase in Internet revenues during that same period. Our stations in Atlanta, Orlando, Miami, Birmingham and Greenville delivered revenue growth during the first six months of 2007. Those increases were partially offset by results of our stations in Houston, San Antonio, Jacksonville, Dayton and Louisville, where revenues were down for the first six months of 2007. Revenues in Atlanta, our largest market, were up 9.4% in the first six months of 2007 as compared to the same period in 2006.

Cost of services increased $3.6 million, or 8.6%, to $45.6 million compared to the first six months of 2006. This increase was the result of $1.3 million of additional expenses related to expanded employee participation in Cox Enterprises’ defined benefit pension plan, as well as additional costs associated with programming talent.

Selling, general and administrative expenses increased $3.5 million, or 4.0%, to $90.4 million compared to the first six months of 2006. This increase was the result of expenses related to additional performance units and stock-based compensation awarded in the first quarter of 2007. Compensation expense for these awards is recognized as they vest. Additionally, there was a $2.0 million increase in expenses related to expanded employee participation in Cox Enterprises’ defined benefit pension plan.

Corporate general and administrative expenses were largely flat compared to the first six months of 2006. The changes in depreciation and amortization and other operating expenses, net, were not material to our overall operating results or financial condition.

Operating income for the first six months of 2007 was $66.3 million, a $3.3 million decrease over the first six months of 2006 for the reasons discussed above.

Interest expense during the first six months of 2007 totaled $11.1 million, as compared to $12.3 million for the first six months of 2006. This decrease was primarily attributable to lower overall outstanding debt. The average rate on our credit facility was 6.0% during the first six months of 2007 and 5.8% during the first six months of 2006.

Income tax expense increased approximately $4.1 million to $21.7 million in the first six months of 2007 compared to $17.6 million in the first six months of 2006. This change in income tax expense was primarily due to a $2.5 million prior-year decrease in current tax expense resulting from a favorable audit settlement and a $3.1 million prior-year decrease in deferred tax expense resulting from changes in certain state income tax laws. The effective tax rate for the first six months of 2007 and 2006 was 39.1% and 30.7%, respectively.

Net income for the first six months of 2007 was $33.8 million, as compared to $39.7 million for the first six months of 2006, for the reasons discussed above.

Capital expenditures for the first six months of 2007 totaled $4.0 million.

Page 3 of 7

Other Matters

On August 24, 2005, our Board of Directors authorized a share repurchase program for the purchase of shares of Class A common stock with a market value of up to $100.0 million. As of June 30, 2007, we had purchased approximately 6.1 million shares for an aggregate purchase price of approximately $87.1 million, including commissions and fees, at an average price of $14.21 per share. On May 16, 2007, our Board of Directors authorized an additional share repurchase program through which we, from time to time, may repurchase up to $100 million of our Class A common stock in the open market or through privately negotiated transactions, with the amount and timing of repurchases to be determined by management. We intend to acquire shares pursuant to the remaining $12.9 million authorized under the original $100 million program before making purchases under the newly authorized program.

Cox Radio is one of the largest radio companies in the United States based on revenues. Cox Radio owns, operates or provides sales and marketing services for 80 stations (67 FM and 13 AM) clustered in 18 markets, including major markets such as Atlanta, Houston, Miami, Orlando, San Antonio and Tampa. Cox Radio shares are traded on the New York Stock Exchange under the symbol: CXR.

Cox Radio will host a teleconference to discuss its results on Wednesday, August 1^st at 11:00 a.m. Eastern Daylight Time. To access the teleconference, please dial 973-582-2854 ten minutes prior to the start time. The teleconference will also be available via live webcast on the investor relations portion of our website, located at www.coxradio.com. If you cannot listen to the teleconference at its scheduled time, there will be a replay available through Wednesday, August 8, 2007 and can be accessed by dialing 877-519-4471 (U.S.) or 973-341-3080 (Int’l), passcode 8952460. The webcast will also be archived on our website for 30 days.

Forward-Looking Statements

Statements in this release, including statements relating to any earnings or revenue projections, are “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which are statements that relate to future plans, earnings, objectives, expectations, performance, and similar projections, as well as any facts or assumptions underlying these statements or projections. Actual results may differ materially from the results expressed or implied in these forward-looking statements due to various risks, uncertainties or other factors. These factors include competition within the radio broadcasting industry, advertising demand in our markets, the possibility that advertisers may cancel or postpone schedules in response to political events, competition for audience share, our success in executing and integrating acquisitions, our ability to generate sufficient cash flow to meet our debt service obligations and finance operations, and other risk factors described from time to time in Cox Radio’s filings with the Securities and Exchange Commission, including Cox Radio’s Annual Report on Form 10-K for the year ended December 31, 2006. Cox Radio assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.

Contact:
Analysts and Investors	Analysts, Investors, Press or Media
Neil Johnston	Dan Harris
Vice President & Chief Financial Officer	Brainerd Communicators, Inc.
Cox Radio, Inc.	212-986-6667
678-645-4310	harris@braincomm.com

Page 4 of 7

COX RADIO, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net revenues:
Local	$	84,111		$	83,625		$	156,035		$	152,660
National		24,378			24,551			45,732			46,273
Other		9,513			8,975			16,988			15,824
Total revenues		118,002			117,151			218,755			214,757
Operating expenses:
Cost of services (exclusive of depreciation and amortization shown below)		22,715			20,956			45,583			41,972
Selling, general and administrative		49,115			47,623			90,397			86,943
Corporate general and administrative		5,402			5,495			10,709			10,635
Depreciation and amortization		2,701			2,666			5,726			5,308
Other operating (income) expenses, net		(135	)		271			85			350
Operating income		38,204			40,140			66,255			69,549
Other income (expense):
Interest expense		(5,346	)		(6,142	)		(11,075	)		(12,300	)
Other items, net		320			—			320			4
Income before income taxes		33,178			33,998			55,500			57,253
Current income tax expense		8,128			6,321			13,655			12,259
Deferred income tax expense		4,796			2,009			8,058			5,343
Total income tax expense		12,924			8,330			21,713			17,602
Net income	$	20,254		$	25,668		$	33,787		$	39,651
Net income per share—basic
Net income per common share	$	0.21		$	0.27		$	0.36		$	0.41
Net income per share—diluted
Net income per common share	$	0.21		$	0.27		$	0.35		$	0.41
Weighted average basic common shares outstanding		95,091			96,151			95,096			96,948
Weighted average diluted common shares outstanding		95,606			96,455			95,616			97,267

Page 5 of 7

Use of Non-GAAP Financial Measures

Cox Radio utilizes certain financial measures that are not calculated in accordance with GAAP to assess its financial performance. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that: (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented. The non-GAAP financial measures used in this release are station operating income, station operating income margin, and free cash flow.

• Station operating income is operating income excluding other operating income or expenses, net, depreciation and amortization, non-cash compensation expense and corporate general and administrative expenses.

• Station operating income margin is station operating income as a percentage of net revenues calculated in accordance with GAAP.

• Free cash flow is net income plus deferred income tax expense, other operating income or expenses, net, depreciation and amortization and non-cash compensation expense, minus capital expenditures, and adjusted for other items, net, and non-recurring items.

Cox Radio’s management believes that station operating income, station operating income margin and free cash flow provide useful data to evaluate Cox Radio’s overall financial condition and operating results and the means to evaluate our radio stations’ performance and operations. Management also believes that these measures are useful to an investor in evaluating our performance because they are commonly used financial analysis tools for measuring and comparing media companies. In addition, management uses these measures to evaluate individual radio station and market-level performance, as well as our overall operations. Station operating income and free cash flow should not be considered as alternatives to operating income or net income as indicators of Cox Radio’s financial performance. Free cash flow should not be considered an alternative to net cash provided by operating activities as a measure of liquidity. Each of these non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.

Page 6 of 7

The following table reconciles operating income, from Cox Radio’s financial statements presented in accordance with GAAP, to station operating income, a non-GAAP financial measure.

	Three Months Ended June 30,					Six Months Ended June 30,
	2007			2006		2007		2006
	(Unaudited)
	(In thousands)
Operating income	$	38,204		$	40,140	$	66,255	$	69,549
Adjustments:
Other operating (income) expenses, net		(135	)		271		85		350
Depreciation and amortization		2,701			2,666		5,726		5,308
Non-cash compensation expense		1,618			1,381		2,840		2,216
Corporate general and administrative (includes $0.7 and $0.8 million of non-cash compensation expense for the three months ended June 30, 2007 and 2006, respectively, and $1.3 and $1.2 million of non-cash compensation expense for the six months ended June 30, 2007 and 2006, respectively)		5,402			5,495		10,709		10,635
Station operating income	$	47,790		$	49,953	$	85,615	$	88,058

The following table reconciles net income, from Cox Radio’s financial statements presented in accordance with GAAP, to free cash flow, a non-GAAP financial measure.

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
	(Unaudited)
	(In thousands)
Net income	$	20,254		$	25,668		$	33,787		$	39,651
Adjustments:
Deferred income tax expense		4,796			2,009			8,058			5,343
Other items, net		(320	)		—			(320	)		(4	)
Other operating (income) expenses, net		(135	)		271			85			350
Depreciation and amortization		2,701			2,666			5,726			5,308
Non-cash compensation expense		2,302			2,208			4,126			3,442
Capital expenditures		(2,384	)		(2,227	)		(4,008	)		(4,387	)
Non-recurring item:
Proceeds from insurance recovery		1,950			—			1,950			—
Free cash flow	$	29,164		$	30,595		$	49,404		$	49,703

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