##### 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 MARCH 31, 2011.
 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 000-24525
 CUMULUS MEDIA INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware(State or Other Jurisdiction of 
Incorporation or Organization)
    
    36-4159663(I.R.S. Employer
Identification No.)3280 Peachtree Road, NW Suite 2300, Atlanta, GA(Address of Principal Executive Offices)
    
    30305(ZIP Code)
 (404) 949-0700
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
 o þ




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##### 



CUMULUS MEDIA INC.
 INDEX
 PART I. FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements (Unaudited)
    
    
    3Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010
    
    
    3Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2011 and March 31, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and March 31, 2010
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II. OTHER INFORMATION
    
    
    26Item 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 6. Exhibits
    
    
    26Signatures
    
    
    27Exhibit Index
    
    
    28EX-2.1EX-10.3EX-10.4EX-31.1EX-31.2EX-32.1
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##### Table of Contents



PART I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 CUMULUS MEDIA INC.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Dollars in thousands, except for share and per share data)
 (Unaudited)
 March 31,
    
    
    December 31,2011
    
    
    2010AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,435
    
    
    $
    12,814Restricted cash
    
    
    604
    
    
    
    604Accounts receivable, less allowance for doubtful accounts
of $1,052 and $1,115 in 2011 and 2010, respectively
    
    
    33,377
    
    
    
    38,267Trade receivable
    
    
    2,977
    
    
    
    3,605Prepaid expenses and other current assets
    
    
    4,996
    
    
    
    4,403Total current assets
    
    
    44,389
    
    
    
    59,693Property and equipment, net
    
    
    38,927
    
    
    
    39,684Intangible assets, net
    
    
    171,214
    
    
    
    160,970Goodwill
    
    
    60,422
    
    
    
    56,079Other assets
    
    
    3,924
    
    
    
    3,210Total assets
    
    $
    318,876
    
    
    $
    319,636Liabilities and Stockholders DeficitCurrent liabilities:Accounts payable and accrued expenses
    
    $
    22,929
    
    
    $
    20,365Trade payable
    
    
    3,094
    
    
    
    3,569Derivative instrument
    
    
    
    
    
    
    3,683Current portion of long-term debt
    
    
    5,982
    
    
    
    15,165Total current liabilities
    
    
    32,005
    
    
    
    42,782Long-term debt
    
    
    567,287
    
    
    
    575,843Other liabilities
    
    
    17,223
    
    
    
    17,590Deferred income taxes
    
    
    26,764
    
    
    
    24,730Total liabilities
    
    
    643,279
    
    
    
    660,945Stockholders Deficit:Preferred stock, 20,262,000 shares authorized, par value $0.01 per share, including: 250,000 shares designated as 13 3/4%
Series A Cumulative Exchangeable Redeemable
Preferred Stock due 2009, stated value $1,000 per share; 0 shares issued and
outstanding in both 2011 and 2010; and 12,000 shares designated as 12% Series B
Cumulative Preferred Stock, stated value $10,000 per share; 0 shares issued and
outstanding in both 2011 and 2010
    
    
    
    
    
    
    Class A common stock, par value $0.01 per share; 200,000,000 shares authorized;
59,572,592 and 59,599,857 shares issued, and 36,068,317 and 35,538,530 shares outstanding, in 2011 and 2010, respectively
    
    
    596
    
    
    
    596Class B common stock, par value $0.01 per share; 20,000,000 shares authorized;
5,809,191 shares issued and outstanding in both 2011 and 2010
    
    
    58
    
    
    
    58Class C common stock, par value $0.01 per share; 30,000,000 shares authorized;
644,871 shares issued and outstanding in both 2011 and 2010
    
    
    6
    
    
    
    6Treasury stock, at cost, 23,531,540 and 24,061,327 shares in 2011 and 2010, respectively
    
    
    (251,360
    )
    
    
    (256,792
    )Additional paid-in-capital
    
    
    959,512
    
    
    
    964,156Accumulated deficit
    
    
    (1,033,215
    )
    
    
    (1,049,333
    )Total stockholders deficit
    
    
    (324,403
    )
    
    
    (341,309
    )Total liabilities and stockholders deficit
    
    $
    318,876
    
    
    $
    319,636
 See accompanying notes to unaudited condensed consolidated financial statements.
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CUMULUS MEDIA INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 (Dollars in thousands, except for share and per share data)
 (Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Broadcast revenues
    
    $
    56,733
    
    
    $
    55,358Management fees
    
    
    1,125
    
    
    
    1,000Net revenues
    
    
    57,858
    
    
    
    56,358Operating expenses:Station operating expenses (excluding depreciation, amortization and LMA fees)
    
    
    37,555
    
    
    
    39,926Depreciation and amortization
    
    
    2,123
    
    
    
    2,517LMA fees
    
    
    581
    
    
    
    529Corporate general and administrative expenses (including non-cash stock
compensation of $589 and $(101) in 2011 and 2010, respectively)
    
    
    8,129
    
    
    
    4,066Gain on exchange of assets or stations
    
    
    (15,158
    )
    
    
    Realized loss on derivative instrument
    
    
    40
    
    
    
    584Total operating expenses
    
    
    33,270
    
    
    
    47,622Operating income
    
    
    24,588
    
    
    
    8,736Non-operating (expense) income:Interest expense
    
    
    (6,320
    )
    
    
    (8,831
    )Interest income
    
    
    2
    
    
    
    2Other expense, net
    
    
    (2
    )
    
    
    (53
    )Total non-operating expense, net
    
    
    (6,320
    )
    
    
    (8,882
    )Income (loss) before income taxes
    
    
    18,268
    
    
    
    (146
    )Income tax (expense) benefit
    
    
    (2,149
    )
    
    
    2Net income (loss)
    
    $
    16,119
    
    
    $
    (144
    )Basic and diluted income (loss) per common share (see Note 8, Earnings Per Share):Basic income (loss) per common share
    
    $
    0.38
    
    
    $
    (0.01
    )Diluted income (loss) per common share
    
    $
    0.37
    
    
    $
    (0.01
    )Weighted average basic common shares outstanding
    
    
    40,572,264
    
    
    
    40,455,933Weighted average diluted common shares outstanding
    
    
    41,679,773
    
    
    
    40,455,933
 See accompanying notes to unaudited condensed consolidated financial statements.
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CUMULUS MEDIA INC.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Dollars in thousands)
 (Unaudited)
 Three Months Ended March 31,2011
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    16,119
    
    
    $
    (144
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization
    
    
    2,123
    
    
    
    2,517Amortization of debt issuance costs/discounts
    
    
    337
    
    
    
    305Provision for doubtful accounts
    
    
    223
    
    
    
    364Loss on sale of assets or stations
    
    
    2
    
    
    
    53Gain on exchange of assets or stations
    
    
    (15,158
    )
    
    
    Fair value adjustment of derivative instruments
    
    
    (3,643
    )
    
    
    (1,329
    )Deferred income taxes
    
    
    2,034
    
    
    
    (14
    )Non-cash stock compensation
    
    
    589
    
    
    
    (101
    )Changes in assets and liabilities:Restricted cash
    
    
    
    
    
    
    160Accounts receivable
    
    
    4,667
    
    
    
    8,192Trade receivable
    
    
    628
    
    
    
    (2,072
    )Prepaid expenses and other current assets
    
    
    (593
    )
    
    
    (391
    )Other assets
    
    
    184
    
    
    
    1,246Accounts payable and accrued expenses
    
    
    3,396
    
    
    
    498Trade payable
    
    
    (475
    )
    
    
    2,008Other liabilities
    
    
    (407
    )
    
    
    803Net cash provided by operating activities
    
    
    10,026
    
    
    
    12,095Cash flows from investing activities:Capital expenditures
    
    
    (502
    )
    
    
    (431
    )Purchase of intangible assets
    
    
    (309
    )
    
    
    (216
    )Acquisition costs
    
    
    (975
    )
    
    
    Proceeds from sale of assets or stations
    
    
    
    
    
    
    196Net cash used in investing activities
    
    
    (1,786
    )
    
    
    (451
    )Cash flows from financing activities:Repayments of borrowings from bank credit facility
    
    
    (17,986
    )
    
    
    (12,804
    )Tax
withholding paid on behalf of employees
    
    
    (633
    )
    
    
    (144
    )Net cash used in financing activities
    
    
    (18,619
    )
    
    
    (12,918
    )Decrease in cash and cash equivalents
    
    
    (10,379
    )
    
    
    (1,274
    )Cash and cash equivalents at beginning of period
    
    
    12,814
    
    
    
    16,224Cash and cash equivalents at end of period
    
    $
    2,435
    
    
    $
    14,950Supplemental disclosures of cash flow information:Interest paid
    
    $
    9,798
    
    
    $
    10,527Income taxes paid
    
    
    
    
    
    
    213Trade revenue
    
    
    3,373
    
    
    
    3,813Trade expense
    
    
    3,421
    
    
    
    3,741
 See accompanying notes to unaudited condensed consolidated financial statements.
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CUMULUS MEDIA INC.
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. Interim Financial Data, Basis of Presentation:
 Interim Financial Data
   Recent Accounting Pronouncements
 ASU 2010-28. Intangibles  Goodwill and Other
 ASU 2010-29.
 2. Acquisitions and Dispositions
 2011 Acquisitions
 Ann Arbor, Battle Creek and Canton Asset Exchange
  6




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Allocation
    
    AmountFixed assets
    
    $
    1,790Broadcast licenses
    
    
    11,190Goodwill
    
    
    4,342Other intangibles
    
    
    72Total purchase price
    
    $
    17,394Less: Carrying value of Canton station
    
    
    (2,236
    )Gain on asset exchange
    
    $
    15,158
  Pending Acquisitions
     7




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2010 Acquisitions
  3. Derivative Financial Instruments
  May 2005 Option
    Green Bay Option
  8




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Information on the Location and Amounts of Derivatives Fair Values in the
Unaudited Condensed Consolidated Balance Sheets (dollars in thousands)
 Fair ValueBalance Sheet Location
    
    
    March 31, 2011
    
    
    December 31, 2010Derivatives not designated as hedging instruments:Green Bay Option
    
    Other long-term liabilities
    
    $
    8,070
    
    
    $
    8,030May 2005 Option
    
    Other current liabilities
    
    
    
    
    
    
    3,683Total
    
    $
    8,070
    
    
    $
    11,713
  Information on the Location and Amounts of Derivatives Fair Values in the
Unaudited Condensed Consolidated Statements of Operations (dollars in thousands)
 Amount of Income(Expense)Recognized onDerivativesfor the Three MonthsDerivative Instruments
    
    
    Statement of Operations Location
    
    Ended March 31, 2011Green Bay Option
    
    Realized
loss on derivative instrument
    
    $
    (40
    )May 2005 Option
    
    Interest income
    
    
    3,683Total
    
    $
    3,643
 4. Fair Value Measurements
       Fair Value Measurements at Reporting Date UsingQuoted
    
    
    SignificantPrices in
    
    
    Other
    
    
    SignificantActive
    
    
    Observable
    
    
    UnobservableTotal Fair
    
    
    Markets
    
    
    Inputs
    
    
    InputsValue
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Financial Liabilities:Other current liabilitiesGreen Bay Option (1)
    
    $
    8,070
    
    
    $
    
    
    
    $
    
    
    
    $
    8,070Total liabilities
    
    $
    8,070
    
    
    $
    
    
    
    $
    
    
    
    $
    8,070
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(1)
    
    The fair value of the Green Bay Option was determined using inputs that are supported by
little or no market activity (a Level 3 measurement). The fair value represents an estimate of
the net amount that the Company would pay if the option was transferred to another party as of
the date of the valuation. The option valuation incorporates a credit risk adjustment to
reflect the probability of default by the Company.   Description
    
    Green Bay OptionFair value balance at December 31, 2010
    
    $
    8,030Add: Mark to market fair value adjustment
    
    
    40Fair value balance at March 31, 2011
    
    $
    8,070
  
    
    total term of 2.4 years;
    
    volatility rate of 41.0%;
    
    annual dividend rate of 0.0%;
    
    discount rate of 1.0%; and
    
    market value of Green Bay station of $8.8 million.
   March 31, 2011
    
    
    December 31, 2010Carrying value of term loan
    
    $
    575,769
    
    
    $
    593,755Fair value of term loan
    
    $
    570,778
    
    
    $
    547,850
  
    
    discount cash flow rate of 4.6%;
    
    interest rate of 0.2%; and
    
    credit spread of 4.4%.
 5. Investment in Affiliate
  10




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Three Months Ended March 31,2011
    
    
    2010Income Statement Data:Revenues
    
    $
    39,143
    
    
    $
    37,917Operating expenses
    
    
    23,801
    
    
    
    27,304Net income
    
    
    2,096
    
    
    
    1,413Balance Sheet Data:Assets
    
    
    407,833
    
    
    
    489,625Liabilities
    
    
    822,778
    
    
    
    924,538Shareholders deficit
    
    
    (414,945
    )
    
    
    (434,913
    )
    6. Long-Term Debt
  March 31, 2011
    
    
    December 31, 2010Term loan
    
    $
    575,769
    
    
    $
    593,754Less: Debt discount
    
    
    (2,500
    )
    
    
    (2,746
    )Less: Current portion of long-term debt
    
    
    (5,982
    )
    
    
    (15,165
    )Long-term debt, net of debt discount
    
    $
    567,287
    
    
    $
    575,843
 Existing Credit Agreement
    11




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7. Stock Based Compensation
   8. Earnings per Share (EPS)
   12




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Three Months Ended March 31,2011
    
    
    2010Basic Earnings (Loss) Per ShareNumerator:Undistributed net income (loss)
    
    $
    16,119
    
    
    $
    (144
    )Participation rights of unvested restricted stock in
undistributed earnings
    
    
    623
    
    
    
    Basic undistributed net income (loss)  attributable
to common shares
    
    $
    15,496
    
    
    $
    (144
    )Denominator:Denominator for basic income (loss) per common share:Basic weighted average common shares outstanding
    
    
    40,572
    
    
    
    40,456Basic Earnings (Loss) Per Share  attributable to common shares
    
    $
    0.38
    
    
    $
    (0.01
    )Diluted Earnings (Loss) Per Share:Numerator:Undistributed net income (loss)
    
    $
    16,119
    
    
    $
    (144
    )Participation rights of unvested restricted stock in
undistributed earnings
    
    
    607
    
    
    
    Basic undistributed net income (loss)  attributable
to common shares
    
    $
    15,512
    
    
    $
    (144
    )Denominator:Basic weighted average shares outstanding
    
    
    40,572
    
    
    
    40,456Effect of dilutive options and warrants (1)
    
    
    1,108
    
    
    
    Diluted weighted average shares outstanding
    
    
    41,680
    
    
    
    40,456Diluted Earnings (Loss) Per Share  attributable to common shares
    
    $
    0.37
    
    
    $
    (0.01
    )
 
 (1)
    
    For the three months ended March 31, 2011, options to purchase 85,092 shares of common stock
were outstanding but excluded from the EPS calculation because the exercise prices of the
options were equal to or exceeded the average share price for the period and, as a result, the
inclusion of such options would have been antidilutive. For the three months ended March 31,
2010, options to purchase 873,119 shares of common stock were outstanding but excluded from
the EPS calculation because the inclusion of such options would have been antidilutive due to
the net loss position. Additionally, for the three months ended March 31, 2010, the Company
excluded from the EPS calculation certain warrants because including the warrants would have
been antidilutive due to the net loss position.  March 31, 2011Restricted shares of Class A Common Stock
    
    
    1,789,881Options to purchase Class A Common Stock
    
    
    784,217
 9. Commitments and Contingencies
    13




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Mission Abstract Data
L.L.C, d/b/a Digimedia v. Beasley Broadcast Group, Inc., et. al.
     10. Restricted Cash
  11. Variable Interest Entities
  14




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12. Intangible Assets and Goodwill
  Indefinite Lived
    
    
    Definite Lived
    
    
    TotalIntangible Assets:Balance as of December 31, 2009
    
    $
    160,801
    
    
    $
    579
    
    
    $
    161,380Acquisition
    
    
    230
    
    
    
    
    
    
    
    230Amortization
    
    
    
    
    
    
    (201
    )
    
    
    (201
    )Impairment
    
    
    (629
    )
    
    
    
    
    
    
    (629
    )Reclassifications
    
    
    16
    
    
    
    174
    
    
    
    190Balance as of December 31, 2010
    
    $
    160,418
    
    
    $
    552
    
    
    $
    160,970Acquisition
    
    
    11,498
    
    
    
    72
    
    
    
    11,570Disposition
    
    
    (1,303
    )
    
    
    (14
    )
    
    
    (1,317
    )Amortization
    
    
    
    
    
    
    (9
    )
    
    
    (9
    )Balance as of March 31, 2011
    
    $
    170,613
    
    
    $
    601
    
    
    $
    171,214
 2011
    
    
    2010Balance as of January 1:Goodwill
    
    $
    285,820
    
    
    $
    285,820Accumulated impairment losses
    
    
    (229,741
    )
    
    
    (229,699
    )Subtotal
    
    
    56,079
    
    
    
    56,121Goodwill acquired during the year
    
    
    4,343
    
    
    
    Balance as of March 31:Goodwill
    
    
    290,163
    
    
    
    285,820Accumulated impairment losses
    
    
    (229,741
    )
    
    
    (229,699
    )Total
    
    $
    60,422
    
    
    $
    56,121
  13. Related Party
  15




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14. Subsequent Events
      16




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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 General
  Operating Overview
  Liquidity Considerations
    17




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Advertising Revenue and Station Operating Income
     18




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Results of Operations
 Analysis of the Condensed Consolidated Statements of Operations.
 For the Three MonthsEnded March 31,
    
    
    2011 vs 20102011
    
    
    2010
    
    
    $ Change
    
    
    % ChangeSTATEMENT OF OPERATIONS DATA:Net revenues
    
    $
    57,858
    
    
    $
    56,358
    
    
    $
    1,500
    
    
    
    2.7
    %Station operating expenses (excluding depreciation,
amortization and LMA fees)
    
    
    37,555
    
    
    
    39,926
    
    
    
    (2,371
    )
    
    
    -5.9
    %Depreciation and amortization
    
    
    2,123
    
    
    
    2,517
    
    
    
    (394
    )
    
    
    -15.7
    %LMA fees
    
    
    581
    
    
    
    529
    
    
    
    52
    
    
    
    9.8
    %Corporate general and administrative expenses (including
non-cash stock compensation expense)
    
    
    8,129
    
    
    
    4,066
    
    
    
    4,063
    
    
    
    99.9
    %Gain on exchange of assets or stations
    
    
    (15,158
    )
    
    
    
    
    
    
    (15,158
    )
    
    
    *
    *Realized loss on derivative instrument
    
    
    40
    
    
    
    584
    
    
    
    (544
    )
    
    
    -93.2
    %Operating income
    
    
    24,588
    
    
    
    8,736
    
    
    
    15,852
    
    
    
    181.5
    %Interest expense, net
    
    
    (6,318
    )
    
    
    (8,829
    )
    
    
    2,511
    
    
    
    -28.4
    %Other expense, net
    
    
    (2
    )
    
    
    (53
    )
    
    
    51
    
    
    
    -96.2
    %Income tax (expense) benefit
    
    
    (2,149
    )
    
    
    2
    
    
    
    (2,151
    )
    
    
    *
    *Net income (loss)
    
    $
    16,119
    
    
    $
    (144
    )
    
    $
    16,263
    
    
    
    -11293.8
    %OTHER DATA:Station Operating Income (1)
    
    $
    20,303
    
    
    $
    16,432
    
    
    $
    3,871
    
    
    
    23.6
    %Station Operating Income margin (2)
    
    
    35.1
    %
    
    
    29.2
    %
    
    
    *
    *
    
    
    5.9
    %
 
 **
    
    Calculation is not meaningful.(1)
    
    Station Operating Income consists of operating income before depreciation and amortization,
LMA fees, non-cash stock compensation expense, corporate general and administrative expenses,
the gain on exchange of assets or stations, and the realized loss on derivative instruments.
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 (loss), operating income, 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 under
"Station Operating Income.(2)
    
    Station Operating Income margin is defined as Station Operating Income as a percentage of net
revenues. Three Months Ended March 31, 2011 versus the Three Months Ended March 31, 2010
 Net Revenues.
 Station Operating Expenses, Excluding Depreciation, Amortization and LMA Fees.
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##### Table of Contents



Depreciation and Amortization.
 LMA Fees.
 Corporate, General and Administrative Expenses Including Non-cash Stock Compensation.
 Gain on Exchange of Assets or Stations.
 Realized Loss on Derivative Instrument.
 Interest Expense, net.
 For the Three MonthsEnded March 31,
    
    
    2011 vs 20102011
    
    
    2010
    
    
    $ Change
    
    
    % ChangeBank Borrowings  term loan and revolving credit facilities
    
    $
    5,955
    
    
    $
    6,678
    
    
    $
    (723
    )
    
    
    -10.8
    %Bank Borrowings yield adjustment  interest rate swap
    
    
    3,708
    
    
    
    3,739
    
    
    
    (31
    )
    
    
    -0.8
    %Change in fair value of interest rate option agreement
    
    
    (3,680
    )
    
    
    (1,913
    )
    
    
    (1,767
    )
    
    
    92.4
    %Other interest expense
    
    
    337
    
    
    
    327
    
    
    
    10
    
    
    
    3.1
    %Interest income
    
    
    (2
    )
    
    
    (2
    )
    
    
    
    
    
    
    0.0
    %Interest expense, net
    
    $
    6,318
    
    
    $
    8,829
    
    
    $
    (2,511
    )
    
    
    -28.4
    %
 Income
Taxes.
 Station Operating Income.
  20




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##### Table of Contents



Reconciliation of Non-GAAP Financial Measure.
 For the Three MonthsEnded March 31,
    
    
    2011 vs 20102011
    
    
    2010
    
    
    $ Change
    
    
    % ChangeOperating income
    
    $
    24,588
    
    
    $
    8,736
    
    
    $
    15,852
    
    
    
    181.5
    %Depreciation and amortization
    
    
    2,123
    
    
    
    2,517
    
    
    
    (394
    )
    
    
    -15.7
    %LMA fees
    
    
    581
    
    
    
    529
    
    
    
    52
    
    
    
    9.8
    %Non-cash stock compensation
    
    
    589
    
    
    
    (101
    )
    
    
    690
    
    
    
    -683.2
    %Corporate general and administrative
    
    
    7,540
    
    
    
    4,167
    
    
    
    3,373
    
    
    
    80.9
    %Gain on exchange of assets or stations
    
    
    (15,158
    )
    
    
    
    
    
    
    (15,158
    )
    
    
    *
    *Realized loss on derivative instrument
    
    
    40
    
    
    
    584
    
    
    
    (544
    )
    
    
    -93.2
    %Station Operating Income
    
    $
    20,303
    
    
    $
    16,432
    
    
    $
    3,871
    
    
    
    23.6
    %
 
 **
    
    Calculation is not meaningful. Liquidity and Capital Resources
 Liquidity Considerations
  21




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##### Table of Contents



Cash Flows provided by Operating Activities
  Cash Flows used in Investing Activities
  Cash Flows used in Financing Activities
  2011 Acquisitions
 Ann Arbor, Battle Creek and Canton Asset Exchange
    Allocation
    
    AmountFixed assets
    
    $
    1,790Broadcast licenses
    
    
    11,190Goodwill
    
    
    4,342Other intangibles
    
    
    72Total purchase price
    
    $
    17,394Less: Carrying value of Canton station
    
    
    (2,236
    )Gain on asset exchange
    
    $
    15,158
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Pending Acquisitions
       2010 Acquisitions
  23




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Existing Credit Agreement
            24




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures about Market Risk
   
 Item 4. Controls and Procedures
   25




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PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
      
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 6. Exhibits
 2.1
    
    
    
    Exchange Agreement, dated as of January 31, 2011, by and among the Company, Bain Capital Partners, LLC, The
Blackstone Group L.P. and Thomas H. Lee Partners.2.2
    
    
    
    Agreement and Plan of Merger, dated as of March 9, 2011, by and among Citadel Broadcasting Corporation, Cumulus
Media Inc., Cumulus Media Holdings Inc. and Cadet Merger Corporation (incorporated herein by reference to Exhibit
2.1 to our current report on Form 8-K, filed on March 10, 2011).10.1
    
    
    
    Investment Agreement, dated as of March 9, 2011, by and among Cumulus Media Inc. and the Investors party thereto
(incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed on March 10, 2011).10.2
    
    
    
    Amended and Restated Investment Agreement, dated as of April 22, 2011, by and among Cumulus Media Inc. and the
Investors party thereto (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K, filed on
April 25, 2011).10.3
    
    
    
    Employment Agreement between
Cumulus Media Inc. and Richard S. Denning, dated as of
December 22, 2001.10.4
    
    
    
    First Amendment to Employment
Agreement, dated as of December 31, 2008, between Cumulus Media
Inc. and Richard S. Denning.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



SIGNATURES
  CUMULUS MEDIA INC.Date: May 16, 2011
    By:
    /s/ Joseph P. HannanJoseph P. HannanSenior Vice President, Treasurer and
Chief Financial Officer 27




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##### Table of Contents



EXHIBIT INDEX
 2.1
    
    
    
    Exchange Agreement, dated as of January 31, 2011, by and among the Company, Bain Capital Partners, LLC, The
Blackstone Group L.P. and Thomas H. Lee Partners.10.3
    
    
    
    Employment Agreement between
Cumulus Media Inc. and Richard S. Denning, dated as of
December 22, 2001.10.4
    
    
    
    First Amendment to Employment
Agreement, dated as of December 31, 2008, between Cumulus Media
Inc. and Richard S. Denning.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.
 28