8-K

UNITED STATES
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) November 3, 2009

CUMULUS MEDIA INC.

(Exact name of registrant as specified in its charter)

Delaware	000-24525	36-4159663
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS employer Identification No.)

3280 Peachtree Road, N.W., Suite 2300, Atlanta GA	30305
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (404) 949-0700

(Former name or former address, if changed since last report)

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition.

     On November 3, 2009, Cumulus Media Inc. issued a press release announcing financial results for the nine months ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     This information is furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, unless we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits.

     (d) Exhibits. The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Press Release, dated November 3, 2009.

2

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.

CUMULUS MEDIA INC.
By:	/s/ J.P. Hannan
	Name:	J.P. Hannan
	Title:	Vice President, and Acting Chief Financial Officer

Date: November 3, 2009

3

Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated November 3, 2009.

4

EX-99.1

Exhibit 99.1

For Release 7:30 AM Eastern Daylight Time, Tuesday, November 3, 2009

CUMULUS MEDIA INC.

Cumulus Reports Third Quarter 2009 Results

ATLANTA, GA – November 3, 2009: Cumulus Media Inc. (NASDAQ: CMLS) today reported financial results for the three and nine months ended September 30, 2009.

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

	Three Months Ended									Nine Months Ended
	September 30,									September 30,
As Reported:	2009			2008			% Change			2009			2008			% Change
Cash revenue	$	61,913		$	76,532			-19.1	%	$	177,767		$	225,966			-21.3	%
Barter revenue		3,214			3,418			-6.0	%		8,676			10,512			-17.5	%
Net revenues	$	65,127		$	79,950			-18.5	%	$	186,443		$	236,478			-21.2	%
Station operating expenses		40,159			50,795			-20.9	%		121,690			154,920			-21.4	%
Station operating income (1)		24,968			29,155			-14.4	%		64,753			81,558			-20.6	%
Station operating income margin (2)		38.3	%		36.5	%					34.7	%		34.5	%
Adjusted EBITDA (3)		20,142			25,164			-20.0	%		51,065			70,878			-28.0	%
Net income	$	(143,991	)	$	6,000			-2499.9	%	$	(133,212	)	$	32,048			-515.7	%
(Loss) per common share:
Basic income (loss) per common share	$	(3.56	)	$	0.14			N/A		$	(3.29	)	$	0.74			N/A
Diluted income (loss) per common share	$	(3.56	)	$	0.14			N/A		$	(3.29	)	$	0.74			N/A
Free cash flow (4)	$	8,466		$	16,679			-49.2	%	$	23,339		$	44,016			-47.0	%

(1)	Station operating income consists of operating income before LMA fees, depreciation and amortization, non-cash stock compensation, impairment charge, gain on exchange of radio stations, terminated transaction expense and corporate general and administrative expenses. 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 of station operating income to the most directly comparable GAAP financial measure.
(2)	Station operating income margin is defined as station operating income as a percentage of net revenues.
(3)	Adjusted EBITDA is defined as operating income before LMA fees, depreciation and amortization, non-cash stock compensation, impairment charge, gain on exchange of radio stations and terminated transaction expense. Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP. Please see the attached table for a reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure.
(4)	Free cash flow is defined as operating income before non-cash stock compensation, impairment charge, depreciation and amortization, gain on exchange of radio stations, terminated transaction expense, less net interest expense (excluding non-cash charge/credit for change in value and amortization of swap arrangements and amortization of debt issuance costs), income taxes paid and maintenance capital expenditures. Free cash flow is not a measure of performance calculated in accordance with GAAP. Please see the attached table for a reconciliation of free cash flow to the most directly comparable GAAP financial measure.

Results of Operations

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

Net revenues for the third quarter decreased from $80.0 million to $65.1 million, a decrease of 18.5% versus the third quarter of 2008, primarily due to the impact the current economic recession has had across our entire station platform and industry at large. Cash revenues for the third quarter decreased from $76.5 million to $61.9 million, a decrease of 19.1% and barter revenue decreased $0.2 million or 6.0% as we continue to deemphasize barter transactions.

Station operating expenses decreased from $50.8 million to $40.2 million, a decrease of 20.9% from the third quarter of 2008. This decrease was primarily due to continued efforts to contain operating costs, such as personnel reductions and continued scrutiny of all operating expenses across our entire station platform.

Station operating income decreased from $29.2 million to $25.0 million, a decrease of 14.4% from the third quarter of 2008, for the reasons discussed above.

Corporate expenses (excluding non-cash stock compensation and terminated transaction expense) for the three months ended September 30, 2009 increased $0.8 million over the comparative period in 2008, primarily due to non-recurring severance costs and other professional fees associated with corporate restructuring, and professional fees related to interim impairment analysis.

Non-cash stock compensation expense was $0.8 million for the three months ended September 30, 2009, as compared with $1.0 million non-cash stock compensation expense in the prior year, three-month period due to certain option awards becoming fully amortized in 2008.

Interest expense, net of interest income, increased by $3.1 million to $11.1 million for the three months ended September 30, 2009 as compared with net interest expense of $8.0 million in the prior year’s period. Cash interest expense associated with outstanding debt decreased by $0.8 million to $7.1 million as compared to $7.9 million in the prior year’s period. This decrease was due to a lower average cost of bank debt and decreased levels of bank debt outstanding during the current quarter. Cash interest expense associated with the yield on interest rate swap increased $3.2 million to $3.7 million from $0.5 million in the prior year’s period. The remaining $0.7 million increase is primarily due to the change in the fair value of certain derivative instruments.

For the three months ended September 30, 2009, the Company recorded an income tax benefit of $27.2 million, as compared to expense of $7.3 million for the third quarter of 2008.

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

Net revenues for the nine months ended September 30, 2009 decreased from $236.5 million to $186.4 million, a decrease of 21.2% from the same period in 2008, due to the impact the current economic recession has had across our entire station platform. Cash revenues for the nine months ended September 30, 2009 decreased from $226.0 million to $177.8 million, a decrease of 21.3% and barter revenues decreased 17.5% to $8.7 million from $10.5 million as we continue to deemphasize barter transactions.

Station operating expenses decreased from $154.9 million to $121.7 million, a decrease of 21.4% from the same period in 2008. This decrease was primarily due to continued efforts to contain operating costs, such as personnel reductions, a mandatory one-week furlough and continued scrutiny of all operating expenses across our entire station platform.

Station operating income decreased from $81.6 million to $64.8 million, a decrease of 20.6% from the nine months ended September 30, 2008, for the reasons discussed above.

Corporate expenses (excluding non-cash stock compensation and terminated transaction expense) for the nine months ended September 30, 2009 increased $3.0 million over the comparative period in 2008 due to increased costs incurred during the quarter as referenced above, as well as an increase in professional fees associated with our defense of certain lawsuits and deal fees associated with an asset exchange.

Non-cash stock compensation expense was $2.1 million for the nine months ended September 30, 2009, as compared with $3.9 million non-cash stock compensation expense in the prior year nine-month period due to certain option awards becoming fully amortized in 2008.

Interest expense, net of interest income, decreased by $2.9 million to $25.0 million for the nine months ended September 30, 2009 as compared with $27.9 million in the prior year’s period. Cash interest expense associated with outstanding debt decreased by $11.2 million to $15.0 million as compared to $26.2 million in the prior year’s period. This decrease was due to a lower average cost of bank debt and decreased levels of bank debt outstanding during the current period. Cash interest expense associated with the yield on the interest rate swap increased $7.6 million to $10.5 million from $2.9 million in the prior year’s period. The remaining $0.7 million increase is primarily due to the change in the fair value of certain derivative instruments.

For the nine months ended September 30, 2009, the Company recorded an income tax benefit of $22.0 million, as compared to expense of $11.8 million for the same period during 2008.

2

Cumulus Media Partners

For the three and nine months ended September 30, 2009, the Company recorded as net revenues approximately $1.0 million and $3.0 million, respectively, in management fees from CMP.

Leverage and Financial Position

Total leverage was 8.57 times at September 30, 2009. Trailing Twelve Month covenant EBITDA was approximately $75.4 million.

Capital expenditures for the three and nine months ended September 30, 2009 totaled $0.7 million and $1.9 million, respectively. Capital expenditures during the quarter were comprised of $0.5 million of expenditures related to leasehold improvements and the purchase of equipment related to studio facilities and tower structures, and $0.2 million of maintenance capital expenditures.

Non-GAAP Financial Measures

The Company utilizes certain financial measures that are not calculated in accordance with GAAP to assess financial performance and profitability. The non-GAAP financial measures used in this release are station operating income, adjusted EBITDA and free cash flow. Station operating income consists of operating income before LMA fees, depreciation and amortization, non-cash stock compensation, impairment charge, gain on exchange of radio stations, terminated transaction expense and corporate general and administrative expenses. Adjusted EBITDA is defined as operating income before LMA fees, depreciation and amortization, non-cash stock compensation, impairment charge, gain on exchange of radio stations and terminated transaction expense.

Free cash flow is defined as operating income before non-cash stock compensation, impairment charge, depreciation and amortization, gain on exchange of radio stations, terminated transaction expense, less net interest expense (excluding non-cash charge/credit for change in value and amortization of swap arrangements and amortization of debt issuance costs), and maintenance capital expenditures.

Station Operating Income

Station operating income isolates the amount of income generated solely by the Company’s stations and assists management in evaluating the earnings potential of the Company’s station portfolio. In deriving this measure, management excludes LMA fees, even though it requires a cash commitment, due to the insignificance and temporary nature of such fees. Management excludes depreciation and amortization due to the insignificant investment in tangible assets required to operate the stations and the relatively insignificant amount of intangible assets subject to amortization. Management excludes non-cash stock compensation and impairment charges from the measure as they do not represent cash payments for activities related to the operation of the stations. Management excludes gain on the exchange of radio stations as it does not represent a cash transaction. Management excludes terminated transaction expense as it is unrelated to the operation of the stations. Corporate expenses, despite representing an additional significant cash commitment, are excluded in an effort to present the operating performance of the Company’s stations exclusive of the corporate resources employed. Management believes this is important to its investors because it highlights the gross margin generated by its station portfolio. Management believes that station operating income is the most frequently used financial measure in determining the market value of a radio station or group of stations. Management has observed that station operating income is commonly employed by firms that provide appraisal services to the broadcasting industry in valuing radio stations. Further, in each of the more than 145 radio station acquisitions the Company has completed since its inception, it has used station operating income as the primary metric to evaluate and negotiate the purchase price to be paid. Given its relevance to the estimated value of a radio station, management believes, and its experience indicates that investors consider the measure to be extremely useful in order to determine the value of its portfolio of stations. Management believes that station operating income is the most commonly used financial measure employed by the investment community to compare the performance of radio station operators. Finally, station operating income is one of the measures that management uses to evaluate the performance and results of its stations. Management uses the measure to assess the performance of the Company’s station managers and the Company’s Board of Directors uses it as part if its assessment of the relative performance of the Company’s executive management. As a result, in disclosing station operating income, the Company is providing its investors with an analysis of its performance that is consistent with that which is utilized by its management and its Board.

Station operating income is not a recognized term under GAAP and does not purport to be an alternative to operating income from continuing operations as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, station operating income is not intended to be a measure of free cash flow available for dividends, reinvestment in the Company’s business or other management’s discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Station operating income should be viewed as a supplement to, and not a substitute for, results of operations presented on the basis of GAAP. Management compensates for the limitations of using station operating income by using it only to supplement the Company’s GAAP results to provide a more complete understanding of the factors and trends affecting the Company’s business than GAAP results alone. Station operating income has its limitations as an analytical tool, and investors should not consider it in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

3

Adjusted EBITDA

Adjusted EBITDA is also utilized by management to analyze the cash flow generated by the Company’s business. This measure isolates the amount of income generated by its stations after the incurrence of corporate general and administrative expenses (exclusive of terminated transaction expense which is non-recurring and unrelated to the operation of the stations). Management uses this measure to determine the contribution of the Company’s station portfolio, including the corporate resources employed to manage the portfolio, to the funding of its other operating expenses and to the funding of debt service and acquisitions.

In deriving this measure, management excludes LMA fees, even though it requires a cash commitment, due to the insignificance and temporary nature of such fees. Management also excludes depreciation and amortization due to the insignificant investment in tangible assets required to operate its stations and corporate office and the relatively insignificant amount of intangible assets subject to amortization. Management excludes non-cash stock compensation and impairment charges from the measure as they do not represent cash payments for activities related to the operation of the stations. Management excludes gain on the exchange of radio stations as it does not represent a cash transaction. Finally, management excludes terminated transaction expense as it is unrelated to the operation of the stations.

Management believes that adjusted EBITDA, although not a measure that is calculated in accordance with GAAP, nevertheless is commonly employed by the investment community as a measure for determining the market value of a radio company. Management has also observed that adjusted EBITDA is routinely employed to evaluate and negotiate the potential purchase price for radio broadcasting companies. Given the relevance to the overall value of the Company, management believes that investors consider the metric to be extremely useful.

Adjusted EBITDA should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating
activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP.

Free Cash Flow

Free cash flow is also utilized by management to analyze the cash generated by our business. Free cash flow measures the amount of income generated each period that could be used to fund acquisitions or repay debt, after funding station and corporate expenses (excluding transaction costs), maintenance capital expenditures, payment of LMA fees and debt service.

Management believes that free cash flow, although not a measure that is calculated in accordance with GAAP is commonly employed by the investment community to evaluate a company’s ability to pay down debt, pay dividends, repurchase stock and/or facilitate the further growth of a company through acquisition or internal development. Management further believes that free cash flow is also utilized by investors as a measure in determining the market value of a radio company. Free cash flow should not be considered in isolation or as a substitute for net income, operating income, cash flows from operating activities or any other measure for determining the Company’s operating performance or liquidity that is calculated in accordance with GAAP.

As station operating income, adjusted EBITDA and free cash flow are measures that are not calculated in accordance with GAAP, they may not be comparable to similarly titled measures employed by other companies. See the quantitative reconciliation of these measures to their most directly comparable financial measure calculated and presented in accordance with GAAP that follows below.

Forward-Looking Statements

Certain statements in this release may constitute “forward-looking” statements, which are statements that involve risks and uncertainties that cannot be predicted or quantified and, consequently, 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, but are not limited to, competition within the radio broadcasting industry, advertising demand in our markets, the possibility that advertisers may cancel or postpone schedules in response to national or world 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 Cumulus Media Inc.’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2008. Cumulus Media Inc. assumes no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.

Cumulus Media Inc. is the second largest radio broadcaster in the United States based on station count, controlling approximately 350 radio stations in 68 U.S. media markets. In combination with its affiliate, Cumulus Media Partners, LLC, the Company believes it is the fourth largest radio broadcast company in the United States when based on net revenues. The Company’s headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Cumulus shares are traded on the NASDAQ Global Select Market under the symbol CMLS.

4

Cumulus Media Inc. will host a teleconference later today at 11:00 AM EDT to discuss third quarter results. The conference call dial-in number for domestic callers is 866-349-5160, conference code 23439#. International callers should dial 850-436-4031 for conference call access. Please call five to ten minutes in advance to ensure that you are connected prior to the presentation. The call also may be accessed via webcast at www.cumulus.com.

Immediately after completion of the call, a replay can be accessed until 11:59PM EST, December 3, 2009. Domestic callers can access the replay by dialing 866-415-9493, replay code 23439#. International callers should dial 585-419-6446 for conference replay access.

For further information, please contact:

Cumulus Media Inc.
J.P. Hannan
Vice President & Interim Chief Financial Officer
404-260-6600

5

CUMULUS MEDIA INC.
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2009			2008			2009			2008
Net revenues	$	65,127		$	79,950		$	186,443		$	236,478
Operating expenses:
Station operating expenses (excluding depreciation, amortization and LMA fees)		40,159			50,795			121,690			154,920
Depreciation and amortization		2,650			2,965			8,365			9,386
LMA fees		595			71			1,792			571
Corporate general and administrative (including non-cash stock compensation expense of $850, $1,015, and $2,053, $3,882, respectively)		5,676			5,006			15,741			14,562
Gain on exchange of assets or stations		—			—			(7,204	)		—
Realized loss on derivative instrument		3,016			—			3,016			—
Impairment of goodwill and intangible assets		173,085			—			173,085			—
Costs associated with terminated transaction		—			82			—			1,975
Total operating expenses		225,181			58,919			316,485			181,414
Operating (loss)/income		(160,054	)		21,030			(130,042	)		55,064
Non-operating income (expense):
Interest expense		(11,052	)		(8,234	)		(25,048	)		(28,796	)
Interest income		3			262			58			873
Terminated transaction fee		—			—			—			15,000
Other income (expense), net		(121	)		6			(156	)		—
Total non-operating expense, net		(11,170	)		(7,966	)		(25,146	)		(12,923	)
(Loss) income before income taxes and equity in net losses of affiliate		(171,224	)		13,064			(155,188	)		42,141
Income tax benefit (expense)		27,233			(7,349	)		21,976			(11,780	)
Equity in net income of affiliate		—			284			—			1,687
Net (loss)/income	$	(143,991	)	$	5,999		$	(133,212	)	$	32,048
Basic and diluted earnings (loss) per common share:
Basic (loss)/earnings per common share	$	(3.56	)	$	0.14		$	(3.29	)	$	0.74
Diluted (loss)/earnings per common share	$	(3.56	)	$	0.14		$	(3.29	)	$	0.74
Weighted average basic common shares outstanding		40,406			41,910			40,432			42,675
Weighted average diluted common shares outstanding		40,406			41,910			40,432			42,690

6

Reconciliation of Non-GAAP Financial Measures to GAAP Counterparts

The following tables reconcile operating income, the most directly comparable financial measure calculated and presented in accordance with GAAP, to Adjusted EBITDA, station operating income and free cash flow (dollars in thousands).

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2009			2008		2009			2008
Operating (loss)/income	$	(160,054	)	$	21,030	$	(130,042	)	$	55,064
LMA fees		595			71		1,792			571
Depreciation and amortization		2,650			2,965		8,365			9,386
Non-cash expenses, including stock compensation		850			1,015		2,053			3,882
Gain on exchange of assets or stations		—			—		(7,204	)		—
Realized loss on derivative instrument		3,016			—		3,016			—
Impairment of goodwill and intangible assets		173,085			—		173,085			—
Costs associated with terminated transaction		—			82		—			1,975
Adjusted EBITDA		20,142			25,163		51,065			70,878
Other corporate general and administrative		4,826			3,991		13,688			10,680
Station operating income	$	24,968		$	29,154	$	64,753		$	81,558

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Operating (loss)/income	$	(160,054	)	$	21,030		$	(130,042	)	$	55,064
Add:
Non-cash expenses, including stock compensation		850			1,015			2,053			3,882
Depreciation and amortization		2,650			2,965			8,365			9,386
Gain on exchange of assets or stations		—			—			(7,204	)		—
Realized loss on derivative instrument		3,016			—			3,016			—
Impairment of goodwill and intangible assets		173,085			—			173,085			—
Costs associated with terminated transaction		—			82			—			1,975
Less:
Interest expense, net of interest income, excluding non-cash charge/credit for change in value of swap arrangements and amortization of debt issuance costs		(10,782	)		(8,222	)		(25,081	)		(25,577	)
Income taxes paid		(103	)		(85	)		(512	)		(114	)
Maintenance capital expenditures		(196	)		(107	)		(341	)		(600	)
Free cash flow	$	8,466		$	16,679		$	23,339		$	44,016

7

CAPITALIZATION
(dollars in thousands)

	September 30, 2009
Total Capitalization to Net Debt Ratio:
Cash and cash equivalents	$	19,792
Long-term debt, including current maturities:
Bank Debt		646,044
Total stockholders’ deficit		(379,656	)
Total capitalization	$	286,180
Ratio		0.46
Net Debt to TTM Pro Forma Adjusted EBITDA Ratio:
Funded debt as of September 30, 2009	$	646,044
Divided by Trailing Twelve Months Pro Forma Adjusted EBITDA		75,409
Ratio		8.57

8