UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 1O-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001.

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 000-24525

CUMULUS MEDIA INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ILLINOIS 36-4159663
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

3535 Piedmont Road, Building 14, Fl 14, Atlanta, GA 30305
(Address of Principal Executive Offices) (ZIP CODE)

(404) 949-0700

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

As of April 30, 2001, the registrant had outstanding 35,214,349 shares of
common stock consisting of (i) 28,427,729 shares of Class A Common Stock; (ii)
4,479,343 shares of Class B Common Stock; and (iii) 2,307,277 shares of Class C
Common Stock.

CUMULUS MEDIA INC.

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Balance Sheets as of March 31, 2001 and December
31, 2000

Consolidated Statements of Operations for the Three Months
Ended March 31, 2001 and 2000

Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2001 and 2000

Notes to Consolidated Financial Statements

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Item 3 Quantitative and Qualitative Disclosures About Market Risk.

PART II. OTHER INFORMATION

Item 1 Legal Proceedings

Item 2 Changes in Securities and Use of Proceeds

Item 3 Defaults Upon Senior Securities

Item 4 Submission of Matters to a Vote of Security Holders

Item 5 Other Information

Item 6 Exhibits and Reports on Form 8-K

Signatures

Exhibit Index

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

CUMULUS MEDIA INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except for share and per share data)

(UNAUDITED)
March 31, December 31,
2001 2000
---- ----

Assets
Current assets:
Cash and cash equivalents........................................... $ 31,809 $ 10,979
Accounts receivable, less allowance for doubtful accounts
of $9,469 and $17,348 respectively............................... 35,550 43,498
Prepaid expenses and other current assets........................... 4,776 9,536
-------- --------
Total current assets........................................... 72,135 64,013
Property and equipment, net............................................ 81,479 79,829
Intangible assets, net................................................. 757,503 762,996
Other assets........................................................... 35,978 48,097
-------- --------
Total assets.................................................. $947,095 $954,935
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses............................... $ 37,217 $ 45,858
Current portion of long-term debt................................... 208 208
Other current liabilities........................................... 591 679
-------- --------
Total current liabilities...................................... 38,016 46,745
Long-term debt......................................................... 285,019 285,020
Other liabilities...................................................... 1,747 1,924
Deferred income taxes.................................................. 29,970 29,666
-------- --------
Total liabilities.............................................. 354,752 363,355
-------- --------
Series A Cumulative Exchangeable Redeemable Preferred Stock
due 2009, stated value $1,000 per share, 117,530 and 113,643
shares issued and outstanding, respectively 121,544 117,530
-------- --------
Series B Cumulative Exchangeable Redeemable Preferred Stock due
2009, stated value $10,000 per share, 257 and 250 shares
issued and outstanding, respectively 2,253 2,178
-------- --------
Commitments and contingencies (Note 6)
Stockholders' equity:
Class A common stock, par value $.01 per share; 50,000,000
shares authorized; 28,427,729 and 28,378,976 shares issued and
outstanding............................................................ 284 284
Class B common stock, par value $.01 per share; 20,000,000
shares authorized; 4,479,343 and 4,479,343 shares issued and
outstanding............................................................ 45 45
Class C common stock, par value $.01 per share; 30,000,000
shares authorized; 2,307,277 and 2,307,277 shares issued and
outstanding............................................................ 23 23
Additional paid-in-capital.......................................... 508,344 512,284
Loan to officers................................................... (9,984) (9,984)
Accumulated deficit................................................. (30,166) (30,780)
-------- ---------
Total stockholders' equity..................................... 468,546 471,872
-------- --------
Total liabilities and stockholders' equity..................... $947,095 $954,935
======== ========

See Accompanying Notes to Consolidated Financial Statements

CUMULUS MEDIA INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except for share and per share data)

(UNAUDITED)

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2001 MARCH 31, 2000

Revenues................................................... $ 48,965 $ 51,854
Less: agency commissions................................... (4,377) (4,137)
---------- ----------
Net revenues....................................... 44,588 47,717
Operating expenses:
Station operating expenses, excluding depreciation,
amortization and LMA fees (including provision for
doubtful accounts of $951 and $976 respectively) 35,412 42,303
Depreciation and amortization......................... 12,284 9,897
LMA fees................................................ 1,014 1,179
Corporate general and administrative....................... 3,834 4,684
---------- ----------
Total operating expenses............................ 52,544 58,063
---------- ----------
Operating loss...................................... (7,956) (10,346)
---------- ----------
Nonoperating income (expense):
Interest expense........................................ (7,967) (7,636)
Interest income......................................... 577 2,092
Other income, net....................................... 16,248 1
---------- ----------
Total nonoperating expenses, net.................... 8,858 (5,543)
---------- ----------
Income (loss) before income taxes................... 902 (15,889)
Income tax (expense) benefit (288) 5,769
---------- ----------
Net income (loss)................................... 614 (10,120)
Preferred stock dividends and accretion of
discount................................................. 4,089 3,528
---------- ----------
Net loss attributable to common
stockholders...................................... $ (3,475) $ (13,648)
========== ==========
Basic and diluted loss per common share.................... $ (0.10) $ (0.39)
---------- ----------
Weighted average common shares outstanding................. 35,205,370 35,057,219
========== ==========

See Accompanying Notes to Consolidated Financial Statements

CUMULUS MEDIA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

(UNAUDITED)

THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 2001 MARCH 31, 2000

Cash flows from operating activities:
Net income (loss)...................................................... $ 614 $(10,120)
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation..................................................... 3,780 2,884
Amortization of goodwill, intangible assets and other assets 8,685 7,446
Provision for doubtful accounts.................................. 951 976
Gain on sale of stations......................................... (16,028) --
Deferred taxes................................................... 288 (5,769)
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable................................................. 8,408 (133)
Prepaid expenses and other current assets........................... 3,899 1,115
Accounts payable and accrued expenses............................... (9,085) (3,532)
Other assets........................................................ (171) (2,324)
Other liabilities................................................... (151) (312)
-------- --------
Net cash provided by (used in) operating activities.............. 1,190 (9,769)
-------- --------
Cash flows from investing activities:
Acquisitions........................................................ (14,748) (28,610)
Dispositions........................................................ 36,213 --
Escrow deposits on pending acquisitions............................. (462) (27,491)
Capital expenditures................................................ (1,282) (4,799)
Other............................................................... (76) (1,695)
-------- --------
Net cash provided by (used in) investing activities............ 19,645 (62,595)
-------- --------
Cash flows from financing activities:
Proceeds from revolving line of credit.............................. 2,500 --
Payments on revolving line of credit................................ (2,500) --
Payments on promissory notes........................................ (5) (5)
Payment of dividend on Series A Preferred Stock..................... -- (3,530)
Payments for debt issuance costs.................................... -- (1)
-------- --------
Net cash (used in) financing activities.......................... (5) (3,536)
-------- --------
(Decrease) increase in cash and cash equivalents....................... 20,830 (75,900)
Cash and cash equivalents at beginning of period....................... $ 10,979 $219,581
Cash and cash equivalents at end of period............................. $ 31,809 $143,681
Non-cash operating, investing and financing activities:
Trade revenue....................................................... $ 2,780 $ 2,666
Trade expense....................................................... 2,905 2,682
Assets acquired through notes payable............................... -- 3,387
Preferred stock dividends paid in kind and accretion of discount.... 4,089 3,528

See Accompanying Notes to Consolidated Financial Statements

CUMULUS MEDIA INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. INTERIM FINANCIAL DATA

The consolidated financial statements should be read in conjunction with the
consolidated financial statements of Cumulus Media Inc. ("Cumulus" or the
"Company") and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000. The accompanying unaudited financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments necessary for a fair presentation of results of the interim periods
have been made and such adjustments were of a normal and recurring nature. The
results of operations and cash flows for the three months ended March 31, 2001
are not necessarily indicative of the results that can be expected for the
entire fiscal year ending December 31, 2001.

2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities". This
statement standardizes the accounting for derivative instruments by requiring
that an entity recognize those items as assets or liabilities in the statement
of financial position and measure them at fair value. Statement 133 is amended
by Statement 137 "Accounting for Derivative Financial Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133," and is
effective for years beginning after June 15, 2000. Management has adopted this
statement as of January 1, 2001. Adoption of this statement did not have a
material impact on the Company's financial position or results of operations.

3. ACQUISITIONS:

During the quarter ended March 31, 2001, the Company completed acquisitions
of 7 radio stations for $105.7 million in purchase price. Of the $105.7 million
required to fund the acquisitions, $78.0 million was provided through the
exchange of stations (as described below), $14.7 million was funded in cash and
$13.0 million had been previously funded as escrow deposits on the pending
acquisitions. These aggregate acquisition amounts include the assets acquired
pursuant to the asset exchange and sales transaction described below.

All of the Company's acquisitions were accounted for by the purchase method
of accounting, including stations acquired in the asset exchange and sale
transaction with Clear Channel Communications. As such, the accompanying
consolidated balance sheet includes the acquired assets and liabilities and the
statement of operations includes the results of operations of the acquired
entities from their respective dates of acquisition. The accompanying
consolidated statements of operations include the results of operations of the
divested entities through the date of disposition.

An allocation of the aggregate purchase prices to the estimated fair values
of the assets acquired and liabilities assumed is presented below (dollars in
thousands).

Property and equipment..... $ 4,141
Intangible assets.......... 101,607
$105,748
========

CLEAR CHANNEL ASSET SALE AND EXCHANGE

On January 18, 2001, the Company completed substantially all of the third
and final phase of an asset exchange and sale transaction with certain
subsidiaries of Clear Channel Communications. Upon the closing, the Company
transferred 44 stations in 8 markets in exchange for 4 stations in 1 market and
approximately $36.2 million in cash. As of the close date, the Company also
received approximately $2.7 million in proceeds previously withheld from the
second phase of the Clear Channel transactions. The Company recorded a $16.0
million gain on this asset and exchange transaction during the three months
ended March 31, 2001, which has been presented in other income in the
accompanying statement of operations.

PRO FORMA

The unaudited consolidated condensed pro forma results of operations data
for the three months ended March 31, 2001 and 2000, as if all acquisitions and
dispositions completed during 2000 and during the first quarter of 2001 occurred
at January 1, 2000, follow

(dollars in thousands, except per share data):

THREE MONTHS ENDED
MARCH 31, MARCH 31,
2001 2000
---- ----

Net revenues.................................... $ 44,407 $ 46,168
Operating loss.................................. (6,894) (9,698)
Net loss........................................ (8,713) (10,424)
Net loss attributable to common stockholders.... (12,802) (14,513)
======== ========
Basic and diluted loss per common share......... $ (0.36) $ (0.41)

Escrow funds of approximately $19.4 million paid by the Company in
connection with pending acquisitions have been classified as Other Assets at
March 31, 2001 in the accompanying consolidated balance sheet.

At March 31, 2001 the Company operated 31 stations under local marketing
agreements ("LMA"). The statement of operations for the quarter ended March 31,
2001 includes the revenue and broadcast operating expenses of these radio
stations and any related fees associated with the LMA from the effective date of
the LMA through the earlier of the acquisition date or March 31, 2001.

4. RESTRUCTURING CHARGE

During June 2000 the Company implemented two separate Board-approved
restructuring programs. During the quarter ended June 30, 2000, the Company
recorded a $9.3 million charge to operating expenses related to restructuring
costs.

The June, 2000 restructuring programs were the result of Board-approved
mandates to discontinue the operations of Cumulus Internet Services and to
centralize the Company's corporate administrative organization and employees in
Atlanta. The programs included severance and related costs, and costs for
vacated leased facilities, impaired leasehold improvements at vacated leased
facilities, and impaired assets related to the Internet businesses.

The following table depicts the amounts associated with and activity related to
the June 2000 restructuring programs through March 31, 2001: (dollars in
thousands)

Restructuring Paid Through Unpaid Balance
Liability March 31, as of
Expense Category December 31, 2000 2001 March 31, 2001
- ---------------- ----------------- ---- --------------

Employee severance and related costs $ 528 $ 131 $ 397
Lease termination costs 2,379 161 2,218
----- --- -----
Office relocation subtotal 2,907 292 2,615
----- --- -----

Accrued internet contractual obligations 375 -- 375
Internet lease termination costs 434 25 409
--- -- ---
Internet services subtotal 809 25 784
--- ------- ---

Restructuring liability totals $ 3,716 $ 317 $3,399
======== ======= ======

As of March 31, 2001, approximately $3.4 million in accrued
restructuring costs remain related to the Company's June, 2000 restructuring
programs. This balance is comprised of $0.4 million in employee severance and
related charges, $2.2 million in lease termination costs, $0.4 million related
to amounts owed for software development and asset acquisitions related to
capitalized Internet system and infrastructure assets, and $0.4 in internet
lease termination charges. The remaining portion of the unpaid balance is
expected to be paid by the end of June 2001, except for the Company's lease
obligations at the vacated facilities in Milwaukee and Chicago and certain
contractual severance obligations. Lease obligations will be paid by the end of
2003. The contractual severance obligations will be paid by December 2001.

5. GUARANTOR'S FINANCIAL INFORMATION

Certain of the Company's direct and indirect subsidiaries (all such
subsidiaries are directly or indirectly wholly owned by the Company) will
provide full and unconditional guarantees for the Company's senior subordinated
notes on a joint and several basis.

There are no significant restrictions on the ability of the guarantor
subsidiaries to pay dividends or make loans to the Company.

The following tables provide consolidated condensed financial information
pertaining to the Company's subsidiary guarantors. The Company has not presented
separate financial statements for the subsidiary guarantors and non-guarantors
because management does not believe that such information is material to
investors.

MARCH 31, 2001 DECEMBER 31, 2000
-------------- -----------------

Current assets.......... $ 133,951 $127,959
Noncurrent assets....... 821,575 821,455
Current liabilities..... 13,397 14,885
Noncurrent liabilities.. 22,845 20,032

THREE MONTHS ENDED
------------------
MARCH 31, 2001 MARCH 31, 2000
-------------- --------------

Net revenue........... $ 43,967 $ 44,565
Operating expenses.... 34,870 49,668
Net loss.............. (2,785) (5,145)

6. EARNINGS PER SHARE

The following table sets forth the computation of basic loss per share for
the three month periods ended March 31, 2001 and 2000 (dollars in thousands,
except per share data).

THREE MONTHS ENDED
------------------
March 31, 2001 March 31, 2000
-------------- --------------

Numerator:
Net income (loss) $ 614 $ (10,120)
Preferred stock dividends and accretion of
discount (4,089) (3,528)
-------- ---------
Numerator for basic earnings per share - income
available for common stockholders $(3,475) $ (13,648)

Denominator:
Denominator for basic earnings per share -
weighted average shares 35,205 35,057
-------- ---------

Basic and diluted loss per common share $ (0.10) $ (0.39)
======== =========

During fiscal 1998, 1999 and 2000 the Company issued options to key
executives and employees to purchase shares of common stock as part of the
Company's stock option plans. At March 31, 2001 and 2000 there were options
issued to purchase the following classes of common stock:

March 31, March 31,
2001 2000

Options to purchase class A common stock..... 3,331,711 2,114,309
Options to purchase class C common stock..... 3,001,380 3,001,380

The Series B Preferred Stock was convertible into 472,884 Shares of Class B
Common Stock at March 31, 2001. Earnings per share assuming dilution has not
been presented as the effect of the options and the Series B Preferred Stock
would be antidilutive for the three month periods ended March 31, 2001 and 2000.

7. COMMITMENTS AND CONTINGENCIES

As of March 31, 2001 the Company has entered into various asset purchase
agreements to acquire radio stations. In general, the transactions are
structured such that if the Company cannot consummate these acquisitions because
of a breach of contract, the Company may be liable for a percentage of the
purchase price, as defined by the agreements. The ability of the Company to
complete the pending acquisitions is dependent upon the Company's ability to
obtain additional equity and/or debt financing. We intend to finance the pending
acquisitions with cash on hand, the proceeds of borrowings under our credit
facility or future credit facilities, and other sources to be identified. There
can be no assurance the Company will be able to obtain such financing. In the
event that the Company is unable to obtain financing necessary to consummate the
remaining pending acquisitions, the Company could be liable for approximately
$19.4 million in purchase price.

The Company had been named as a defendant in the following eleven class
action complaints: (1) Wolfe v. Weening, et al.; (2) Klar v. Cumulus Media Inc.,
et al.; (3) Atlas v. Cumulus Media Inc., et al.; (4) Steinberg and Steinberg v.
Cumulus Media Inc., et al.; (5) Wong v. Weening, et al.; (6) Pleatman v. Cumulus
Media Inc., et al.; (7) Kincer v. Weening, et al.; (8) Krim v. Cumulus Media
Inc., et al.; (9) Baldwin v. Cumulus Media, Inc., et al.; (10) Pabian v.
Weening, et al.; and (11) Demers v. Cumulus Media Inc., et al. Certain present
and former directors and officers of the Company, and certain underwriters of
the Company's stock, have also been named as defendants. The complaints have all
been filed in the United States District Court for the Eastern District of
Wisconsin. They were filed as class actions on behalf of persons who purchased
or acquired Cumulus Media common stock during various time periods between May
11, 1999 and April 24, 2000. On August 4, 2000, the eleven actions were
consolidated into a single action, also pending in the United States District
Court for the Eastern District of Wisconsin. On December 8, 2000, plaintiffs
served a Second Amended Consolidated Class Action Complaint, which alleges,
among other things, violations of Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Sections 11 and
12(a) of the Securities Act of 1933, and seeks unspecified damages. The
plaintiffs allege that the defendants issued false and misleading statements and
failed to disclose material facts concerning, among other things, the Company's
financial condition as a result of the restatement on May 26, 2000 of the
Company's results for the first three quarters of 1999. The plaintiffs further
allege that because of the issuance of false and misleading statements and/or
failure to disclose material facts, the price of Cumulus Media stock was
artificially inflated. On February 8, 2001, the Company served its motion to
dismiss the second amended complaint. Although the Company has certain defenses
it intends to vigorously assert in these proceedings, the Company cannot predict
how the plaintiffs' claims will ultimately be resolved. In the event there were
a decision adverse to the Company, or pursuant to a settlement agreement, the
Company could ultimately be obligated to make payments including payments which
may not be covered by insurance. Such payments could have a material adverse
effect on the Company's financial position, results of operations or cash flows.

The Company is also a defendant from time to time in various other lawsuits,
which are generally incidental to its business. The Company is vigorously
contesting all such matters and believes that their ultimate resolution will not
have a material adverse effect on its consolidated financial position, results
of operations or cash flows.

8. SUBSEQUENT EVENTS

Subsequent to March 31, 2001 the Company completed the acquisition of 1
radio station for an aggregate purchase price of approximately $5.0 million.
This transaction will be accounted for by the purchase method of accounting.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion of the consolidated financial condition and results of
operations of Cumulus Media Inc. ("Cumulus" or the "Company") should be read in
conjunction with the consolidated financial statements and related notes thereto
of the Company included elsewhere in this quarterly report. This discussion
contains certain forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those discussed
herein. This quarterly report contains statements that constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements appear in a number of places in
this quarterly report and include statements regarding the intent, belief or
current expectations of the Company, its directors or its officers primarily
with respect to the future operating performance of the Company. Any such
forward-looking statements are not guarantees of future performance and may
involve risks and uncertainties. Actual results may differ from those in the
forward-looking statements as a result of various factors. Risks and
uncertainties that may effect forward looking statements in this document
include, without limitation, risks and uncertainties relating to leverage, the
need for additional funds, FCC and government approval pending acquisitions, the
inability of the Company to renew one or more of its broadcast licenses, changes
in interest rates, consummation of the Company's pending acquisitions,
integration of the pending acquisitions, the ability of the Company to eliminate
certain costs, the management of rapid growth, the popularity of radio as a
broadcasting and advertising medium and changing consumer tastes. Many of these
risks and uncertainties are beyond the control of the Company. This discussion
identifies important factors that could cause such differences. The occurrence
of any such factors not currently expected by the Company would significantly
alter the results set forth in these statements.

OVERVIEW

The following is a discussion of the key factors that have affected our business
since its inception on May 22, 1997. The following information should be read in
conjunction with the consolidated financial statements and related notes thereto
included elsewhere in this report.

The following discussion of our financial condition and results of
operations includes the results of acquisitions and local marketing, management
and consulting agreements. We currently own and operate 225 stations in 44 U.S.
markets and provide sales and marketing services under local marketing,
management and consulting agreements (pending FCC approval of acquisition) to 31
stations in 14 U.S. markets. We are the second largest radio broadcasting
company in the U.S. based on number of stations. We believe we are the seventh
largest radio broadcasting company in the U.S. based on 2000 pro forma net
revenues. We will own and operate a total of 226 radio stations (165 FM and 61
AM) in 46 U.S. markets upon consummation of our pending acquisitions.

ADVERTISING REVENUE AND BROADCAST CASH FLOW

Our primary source of revenues is the sale of advertising time on our radio
stations. Our sales of advertising time are primarily affected by the demand for
advertising time from local, regional and national advertisers and the
advertising rates charged by our radio stations. Advertising demand and rates
are based primarily on a station's ability to attract audiences in the
demographic groups targeted by its advertisers, as measured principally by
Arbitron on a periodic basis, generally once, twice or four times per year.
Because audience ratings in local markets are crucial to a station's financial
success, we endeavor to develop strong listener loyalty. We believe that the
diversification of formats on our stations helps to insulate them from the
effects of changes in the musical tastes of the public with respect to any
particular format. The number of advertisements that can be broadcast without
jeopardizing listening levels and the resulting rating is limited in part by the
format of a particular station. Our stations strive to maximize revenue by
continually managing the number of commercials available for sale and adjusting
prices based upon local market conditions. In the broadcasting industry, radio
stations sometimes utilize trade or barter agreements which exchange advertising
time for goods or services such as travel or lodging, instead of for cash. Our
use of trade agreements was not significant during the three months ended March
31, 2001 and 2000. We will seek to continue to minimize our use of trade
agreements.

Our advertising contracts are generally short-term. We generate most of our
revenue from local advertising, which is sold primarily by a station's sales
staff. During the three months ended March 31, 2001 and 2000 approximately 87%
and 89%, respectively, of our revenues were from local advertising. To generate
national advertising sales, we engage Interep National Radio Sales, Inc., a
national representative company. Our revenues vary throughout the year. As is
typical in the radio broadcasting industry, we expect our first calendar quarter
will produce the lowest revenues for the year, and the fourth calendar quarter
will generally produce the highest revenues for the year, with the exception of
certain of our stations such as those in Salisbury-Ocean City, Maryland and
Myrtle Beach, South Carolina, where the stations generally earn higher revenues
in the second and third quarters of the year because of the higher seasonal
population in those communities.

Our operating results in any period may be affected by the incurrence of
advertising and promotion expenses that typically do not have an effect on
revenue generation until future periods, if at all. Our most significant station
operating expenses are employee salaries and commissions, programming expenses,
advertising and promotional expenditures, technical expenses, and general and
administrative expenses. We strive to control these expenses by working closely
with local station management. The performance of radio station groups, such as
ours, is customarily measured by the ability to generate broadcast cash flow and
EBITDA. Broadcast cash flow consists of operating income (loss) before
depreciation and amortization, LMA fees, corporate general and administrative
expenses and non-cash stock compensation expense. EBITDA consists of operating
income (loss) before depreciation and amortization, LMA fees and non-cash stock
compensation expense. Broadcast cash flow and EBITDA, as defined by us, may not
be comparable to similarly titled measures used by other companies. Although
broadcast cash flow and EBITDA are not measures of performance calculated in
accordance with GAAP, management believes that they are useful to an investor in
evaluating us because they are measures widely used in the broadcast industry to
evaluate a radio company's operating performance. However, broadcast cash flow
and EBITDA should not be considered in isolation or as substitutes for net
income, cash flows from operating activities and other income or cash flow
statement data prepared in accordance with GAAP, or as measures of liquidity or
profitability. The Company's results from operations from period to period are
not historically comparable due to the impact of the various acquisitions and
dispositions that the Company has completed.

RESULTS OF OPERATIONS

The following table presents summary historical consolidated financial
information and other supplementary data of Cumulus for the three months ended
March 31, 2001 and 2000.

FOR THE THREE FOR THE THREE
MONTHS ENDED MONTHS ENDED
MARCH 31, 2001 MARCH 31, 2000
-------------- --------------

STATEMENT OF OPERATIONS DATA:
Net broadcast revenue................................................. $ 44,588 $ 47,717
Stations operating expenses
excluding depreciation & amortization............................ 35,412 42,303
Depreciation and amortization......................................... 12,284 9,897
LMA fees.............................................................. 1,014 1,179
Corporate expenses.................................................... 3,834 4,684
Operating (loss).................................................. (7,956) (10,346)
Interest expense (net)................................................ (7,390) (5,544)
Other income, net 16,248 1
Net income (loss) 614 (10,120)
Net loss attributable to common stockholders.......................... (3,475) (13,648)
OTHER DATA:
Broadcast cash flow (1)............................................... 9,176 5,414
Broadcast cash flow margin............................................ 20.6% 11.3%
EBITDA (2)............................................................ 5,342 730

Cash flows related to:
Operating activities............................................ 1,190 (9,769)
Investing activities............................................ 19,645 (62,595)
Financing activities............................................ (5) (3,536)

Capital expenditures.................................................. $ 1,282 $ 4,799

(1) Broadcast cash flow consists of operating loss before depreciation,
amortization, corporate expenses, and noncash stock compensation expense.
Although broadcast cash flow is not a measure of performance calculated in
accordance with GAAP, management believes that it is useful to an investor in
evaluating the Company because it is a measure widely used in the broadcasting
industry to evaluate a radio Company's operating performance. Nevertheless, it
should not be considered in isolation or as a substitute for net income,
operating income (loss), cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity that is
calculated in accordance with GAAP. As broadcast cash flow is not a measure
calculated in accordance with GAAP, this measure may not be compared to
similarly titled measures employed by other companies.

(2) EBITDA consists of operating loss before depreciation, amortization, LMA
fees and noncash stock compensation expense. Although EBITDA (before noncash
stock compensation expense) is not a measure of performance calculated in
accordance with GAAP, management believes that it is useful to an investor in
evaluating the Company because it is a measure widely used in the broadcasting
industry to evaluate a radio company's operating performance. Nevertheless, it
should not be considered in isolation or as a substitute for net income,
operating income (loss), cash flows from operating activities or any other
measure for determining the Company's operating performance or liquidity that is
calculated in accordance with GAAP. As EBITDA (before noncash stock compensation
expense), is not a measure calculated in accordance with GAAP, this measure may
not be compared to similarly titled measures employed by other companies.

THREE MONTHS ENDED MARCH 31, 2001 VERSUS THE THREE MONTHS ENDED MARCH 31, 2000.

NET REVENUES. Net revenues decreased $3.1 million, or 6.6%, to $44.6 million
for the three months ended March 31, 2001 from $47.7 million for the three
months ended March 31, 2000. This decrease was primarily attributable to the
disposition of radio stations during fiscal 2000 and the first quarter of 2001
and lower sales volume associated with the Company's implementation of stringent
credit and collections policies and the current economic slowdown and tightening
corporate advertising budgets.

In addition, on a same station basis, net revenue for the 167 stations in 32
markets operated for at least a full year decreased $0.6 million or 2.0% to
$29.1 million for the three months ending March 31, 2001, compared to same
station net revenues of $29.7 million for the three month period ending March
31, 2000. The decrease in same station net revenue was primarily attributable to
lower market rates and sales volume associated with the current economic
slowdown and tightening corporate advertising budgets.

STATION OPERATING EXPENSES, EXCLUDING DEPRECIATION, AMORTIZATION AND LMA
FEES. Station operating expenses excluding depreciation, amortization and LMA
fees decreased $6.9 million, or 16.3%, to $35.4 million for the three months

ending March 31, 2001 from $42.3 million for the three months ending March 31,
2000. This decrease was primarily attributable to 1) a decrease in the station
portfolio as a result of the disposition of radio stations during fiscal 2000
and 2001 and 2) expense reductions achieved as a result of improved management
control of cost of sales and other operating expense saving initiatives. The
provision for doubtful accounts was $1.0 million for the three months ended
March 31, 2001 and was approximately the same during the three months ended
March 31, 2000. As a percentage of net revenues, the provision for doubtful
accounts increased by 0.1% to 2.1% for the three months ended March 31, 2001, as
compared with 2.0% for the comparable period in the prior year. The nominal
increase in the provision for doubtful accounts as a percentage of revenue was
the result of management's review of the adequacy of its reserves based on
historical write-off experience.

On a same station basis, for the 167 stations in 32 markets operated for at
least a full year, station operating expenses excluding depreciation,
amortization and LMA fees decreased $3.2 million, or 11.9%, to $24.0 million for
the three months ending March 31, 2001 compared to $27.3 million for the three
months ending March 31, 2000. The decrease in same station operating expenses
excluding depreciation, amortization and LMA fees is attributable to improved
management control of costs of sales and other expense saving initiatives.

DEPRECIATION AND AMORTIZATION. Depreciation and amortization increased $2.4
million, or 24.1%, to $12.3 million for the three month period ending March 31,
2001 compared to $9.9 million for the three month period ending March 31, 2000.
This increase was primarily attributable to depreciation and amortization
relating to radio station acquisitions consummated subsequent to the three
months ended March 31, 2000 and a full quarter of depreciation and amortization
on radio station acquisitions consummated during the three month period ended
March 31, 2000, offset by a decrease in depreciation and amortization associated
with station dispositions.

LMA FEES. LMA fees decreased $0.2 million, or 14.0%, to $1.0 million for the
three months ending March 31, 2001 from $1.2 million for the three months ending
March 31, 2000. This decrease was primarily attributable to the purchase of
stations subsequent to March 31, 2000 which were formerly operated under local
marketing, management and consulting agreements and the related discontinuance
of fees associated with such agreements.

CORPORATE, GENERAL AND ADMINISTRATIVE EXPENSES. Corporate, general and
administrative expenses decreased $0.9 million, or 18.1%, to $3.8 million for
the three months ending March 31, 2001 compared to $4.7 million for the three
months ended March 31, 2000. Certain non-recurring reorganization, severance,
travel and professional fee expenses incurred during the quarter ended March 31,
2000 primarily contributed to the increased corporate expenses in the prior
year. The decrease in corporate general and administrative expense was also
attributable to the successful consolidation of the Company's corporate offices,
formerly located in Chicago, Illinois and Milwaukee, Wisconsin, to Atlanta,
Georgia and the related cost savings associated with the elimination of
duplicative corporate resources.

OTHER EXPENSE (INCOME). Interest expense, net of interest income, increased
by $1.8 million, or 33.3%, to $7.4 million for the three months ending March 31,
2001 compared to $5.5 million for the three months ended March 31, 2000. This
increase was primarily attributable to lower cash reserves and related decreases
in interest income earned.

Other Income, net, increased to $16.2 million for the three months ended
March 31, 2001 compared to $0.0 million in the prior year. This increase was
primarily attributable to gains realized on the sale of assets as a result of
the successful completion of the third and final phase of asset sales with Clear
Channel Communications.

INCOME TAXES. Income tax expense increased by $6.1 million, to $0.3 million
for the three months ending March 31, 2001 compared to an income tax benefit of
$5.8 million for the three months ended March 31, 2000. This increase was
primarily attributable to deferred tax expense recognized on the gain on sale of
stations incurred as a result of the completion of the third and final phase of
asset sales with Clear Channel Communications.

PREFERRED STOCK DIVIDENDS AND ACCRETION OF DISCOUNT. Preferred stock
dividends and accretion of discount of preferred stock increased $0.6 million,
or 15.9%, to $4.1 million for the three months ended March 31, 2001 compared to
$3.5 million for the three months ended March 31, 2000. This increase was
attributable to increased dividends resulting from increasing levels of the
Company's Series A Preferred Stock and dividends associated with the Company's
issuance of Series B Preferred Stock.

NET LOSS ATTRIBUTABLE TO COMMON STOCK. As a result of the factors described
above, net loss attributable to common stock decreased $10.2 million, or 74.5%,
to $3.5 million for the three months ended March 31, 2001 compared to $13.6
million for the three months ended March 31, 2000.

BROADCAST CASH FLOW. As a result of the factors described above, Broadcast
Cash Flow increased $3.8 million, or 69.5%, to $9.2 million for the three months
ended March 31, 2001 compared to $5.4 million for the three months ended March
31, 2000.

EBITDA. As a result of the increase in broadcast cash flow and decrease in
corporate, general and administrative expenses described above, EBITDA increased
$4.6 million, or 631.8%, to $5.3 million for the three months ended March 31,
2001 compared to $0.7 million for the three months ended March 31, 2000.

INTANGIBLE ASSETS. Intangible assets, net of amortization, were $757.5
million and $763.0 million as of March 31, 2001 and December 31, 2000,
respectively. These intangible asset balances primarily consist of broadcast
licenses and goodwill, although the Company possesses certain other intangible
assets obtained in connection with our acquisitions, such as non-compete
agreements. The decrease in intangible assets, net during the three months ended
March 31, 2001 is attributable to dispositions during the quarter, less the net
acquisitions in the asset exchange and sale transaction with Clear Channel.
Specifically identified intangible assets, including broadcasting licenses, are
recorded at their estimated fair value on the date of the related acquisition.
Goodwill represents the excess of purchase price over the fair value of tangible
assets and specifically identified intangible assets. Although intangible assets
are recorded in the Company's financial statements at amortized cost, we believe
that such assets, especially broadcast licenses, can significantly appreciate in
value by successfully executing the Company's operating strategies. During the
three months ended March 31, 2001, the Company recognized an accounting gain of
approximately $16.0 million as a result of the asset exchange and sale
transaction with Clear Channel Communications. The Company also recognized
similar gains in fiscal 2000. We believe these gains indicate that certain
internally generated intangible assets, which are not recorded for accounting
purposes, can significantly increase the value of our portfolio of stations over
time. The Company's strategic initiative to focus on its core radio business is
designed to enhance the overall value of our stations and maximize the value of
the related broadcast licenses.

LIQUIDITY AND CAPITAL RESOURCES

Our principal need for funds has been to fund the acquisition of radio
stations and to a lesser extent, working capital needs, capital expenditures and
interest and debt service payments. Our principal sources of funds for these
requirements have been cash flows from financing activities, such as the
proceeds from the offering of our debt and equity securities and borrowings
under credit agreements. Our principal need for funds in the future are expected
to include the need to fund pending and future acquisitions, interest and debt
service payments, working capital needs and capital expenditures. We believe the
Company's present cash positions will be sufficient to meet our ordinary
operating requirements for the foreseeable future. In order to fund the
aggregate purchase price for all currently pending acquisitions, the Company
expects that it will need to raise approximately $40.0 million prior to the end
of the third quarter of 2001. The Company intends to raise this capital through
additional debt financing or asset sales. The ability of the Company to complete
the pending acquisitions is dependent upon on the Company's ability to obtain
additional equity and/or debt financing. There can be no assurance that the
Company will be able to obtain such financing on favorable terms, if at all.

For the three months ended March 31, 2001, net cash provided by operating
activities increased $11.0 million, or 112.2%, to $1.2 million from net cash
used in operating activities of $9.8 million for the three months ended March
31, 2000. This increase was due primarily to a reduction in net cash utilized
for working capital when compared to the three months ended March 31, 2000.

For the three months ended March 31, 2001, net cash provided by investing
activities increased $82.2 million, or 131.4%, to $19.6 million from net cash
used in investing activities of $62.6 million for the three months ended March
31, 2000. This increase was due primarily to the completion of the third and
final phase of the asset sales to Clear Channel Communications which generated
approximately $36.2 million in proceeds to the Company during the three months
ended March 31, 2001.

For the three months ended March 31, 2001, net cash used in financing
activities decreased $3.5 million, to $0.0 million compared to $3.5 million
during the three months ended March 31, 2000. The net cash used during the prior
year was primarily the result of the payment of cash dividends on the Company's
Series A Preferred Stock. During the three months ended March 31, 2001, such
dividends were paid in kind to holders of the stock.

Historical Acquisitions. During the three months ended March 31, 2001, the
Company completed 2 acquisitions across 2 markets having an aggregate purchase
price of $105.7 million. Of the $105.7 million required to fund the
acquisitions, $78.0 million was provided through the exchange of stations, $14.7
million was funded in cash and $13.0 million had been previously funded as
escrow deposits on the pending acquisitions. An additional acquisition has been
subsequently completed in May 2001 in 1 market for an aggregate purchase price
of $5.0 million. The sources of funds for these acquisitions were primarily the
proceeds from the completion of the third and final phase of asset sales to
Clear Channel Communications.

Pending Acquisitions. As of March 31, 2001, the Company was a party to
various agreements to acquire stations across 15 markets. The aggregate purchase
price of the Company's pending acquisitions is expected to be approximately
$86.5 million. We intend to finance the pending acquisitions with cash on hand,
the proceeds of borrowings under our Credit Facility or future credit
facilities, and other sources to be identified. The ability of the Company to
complete the pending acquisitions is dependent upon on the Company's ability to
obtain additional equity and/or debt financing on favorable terms, if at all.
There can be no assurance that the Company will be able to obtain such financing
on favorable terms, if at all. We expect to consummate most of our pending
acquisitions during the second quarter of 2001, although there can be no
assurance that the transactions will be consummated within that time frame, or
at all. In two of the markets in which there are pending acquisitions
(Columbus-Starkville, MS; and Columbus, GA), petitions to deny have been filed
against the Company's FCC assignment applications. All such petitions and FCC
staff inquiries must be resolved before FCC approval can be obtained and the
acquisitions consummated. There can be no assurance that the pending
acquisitions will be consummated. In addition, from time to time the Company
completes acquisitions following the initial grant of an assignment application
by the FCC staff but before such grant becomes a final order, and a petition to
review such a grant may be filed. There can be no assurance that such grants may
not ultimately be reversed by the FCC or an appellate court as a result of such
petitions, which could result in the Company being required to divest the assets
it has acquired.

Dispositions. On January 18, 2001, the Company completed substantially all
of the third and final phase of an asset exchange and sale transaction with
certain subsidiaries of Clear Channel Communications. Upon the closing, the
Company transferred 44 stations in 8 markets in exchange for 4 stations in 1
market and approximately $36.2 million in cash. As of the close date, the
Company also received approximately $2.7 million in proceeds previously withheld
from the second phase of Clear Channel transactions.

Sources of Liquidity. We financed our 2001 cash acquisitions primarily with
the proceeds of asset sales and borrowings under our credit facility.

Our senior credit facility provides for aggregate principal borrowings of
$175.0 million and consists of a seven-year revolving credit facility of $50.0
million, an eight-year term loan facility of $75.0 million and an eight and
one-half year term loan facility of $50.0 million. The amount available under
the seven-year revolving credit facility will be automatically reduced by 5% of
the initial aggregate principal amount in each of the third and fourth years
following closing (August 31, 1999), 10% of the initial aggregate principal
amount in the fifth year following the closing, 20% of the initial aggregate
principal amount in the sixth year following the closing and the remaining 60%
of the initial aggregate principal amount in the seventh year following the
closing. As of March 31, 2001 and April 30, 2001 $125.0 million was outstanding
under the term loan facilities.

The Company's obligations under its current credit facility are
collateralized by substantially all of its assets in which a security interest
may lawfully be granted (including FCC licenses held by its subsidiaries),
including, without limitation, intellectual property; real property, and all of
the capital stock of the Company's direct and indirect domestic subsidiaries,
except the capital stock of Broadcast Software International, Inc., Cumulus
Internet Services Inc. and Cumulus Telecommunications, Inc., and 65% of the
capital stock of any first-tier foreign subsidiary. The obligations under the
credit facility are also guaranteed by each of the direct and indirect domestic
subsidiaries, except Broadcast Software, Cumulus Internet Services and Cumulus
Telecommunications, and are required to be guaranteed by any additional
subsidiaries acquired by Cumulus.

Both the revolving credit and term loan borrowings under the credit
facility bear interest, at the Company's option, at a rate equal to the Base
Rate (as defined under the terms of our credit facility, 8.0% as of March 31,
2001), plus a margin ranging between 0.50% to 2.125%, or the Eurodollar Rate (as
defined under the terms of the credit facility, 5.09% as of March 31, 2001) plus
a margin ranging between 1.50% to 3.125% (in each case dependent upon the
leverage ratio of the Company). At March 31, 2001 the Company's effective
interest rate on term loan amounts outstanding under the credit facility was
8.52%.

A commitment fee calculated at a rate ranging from 0.375% to 0.75% per
annum (depending upon the Company's utilization rate) of the average daily
amount available under the revolving lines of credit is payable quarterly in
arrears, and fees in respect of letters of credit issued under the Credit
Facility equal to the interest rate margin then applicable to Eurodollar Rate
loans under the seven-year revolving credit facility also will be payable
quarterly in arrears. In addition, a fronting fee of 0.125% is payable quarterly
to the issuing bank.

The eight-year term loan borrowings are repayable in quarterly
installments beginning in 2001. The scheduled annual amortization is $0.75
million for each of the third, fourth, fifth, sixth and seventh years following
closing and $71.25 million in the eighth year following closing. The eight and a
half year term loan is repayable in two equal installments on November 30, 2007
and February 28, 2008. The amount available under the 7-year revolving credit
facility will be automatically reduced in quarterly installments as described in
the first paragraph above. Certain mandatory prepayments of the term loan
facility and the revolving

credit line and reductions in the availability of the revolving credit line are
required to be made including: (i) 100% of the net proceeds from any issuance of
capital stock or incurrence of indebtedness; (ii) 100% of the net proceeds from
certain asset sales; and (iii) between 50% and 75% (dependent on our leverage
ratio) of our excess cash flow.

Under the terms of the amended and restated credit facility, the Company
is subject to certain restrictive financial and operating covenants, including
but not limited to maximum leverage covenants, minimum interest and fixed charge
coverage covenants, limitations on asset dispositions and the payment of
dividends. The failure to comply with the covenants would result in an event of
default, which in turn would permit acceleration of debt under those
instruments. At March 31, 2001, the Company was in compliance with such
financial and operating covenants.

The terms of the facility contain events of default after expiration of
applicable grace periods, including failure to make payments on the credit
facility, breach of covenants, breach of representations and warranties,
invalidity of the agreement governing the credit facility and related documents,
cross default under other agreements or conditions relating to indebtedness of
Cumulus or the Company's restricted subsidiaries, certain events of liquidation,
moratorium, insolvency, bankruptcy or similar events, enforcement of security,
certain litigation or other proceedings, and certain events relating to changes
in control. Upon the occurrence of an event of default under the terms of the
credit facility, the majority of the lenders are able to declare all amounts
under our credit facility to be due and payable and take certain other actions,
including enforcement of rights in respect of the collateral. The majority of
the banks extending credit under each term loan facility and the majority of the
banks under each revolving credit facility may terminate such term loan facility
and such revolving credit facility, respectively.

The Company's indenture and the certificates of designation for its
preferred stock limit the amount we may borrow without regard to the other
limitations on incurrence of indebtedness contained therein under credit
facilities to $150.0 million. As of March 31, 2001, we would be permitted, by
the terms of the indenture and the certificate of designation, to incur
approximately $25.0 million of additional indebtedness under our credit facility
without regard to the debt ratios included in our indenture.

We have issued $160.0 million in aggregate principal amount of our 10 3/8%
senior subordinated notes which have a maturity date of July 1, 2008. The notes
are our general unsecured obligations and are subordinated in right of payment
to all our existing and future senior debt (including obligations under our
credit facility). Interest on the notes is payable semi-annually in arrears.

We issued $125.0 million of our Series A Preferred Stock in our initial
public offerings on July 1, 1998. The holders of the Series A Preferred Stock
are entitled to receive cumulative dividends at an annual rate equal to 13 3/4%
of the liquidation preference per share of Series A Preferred Stock, payable
quarterly, in arrears. On or before July 1, 2003, we may, at our option, pay
dividends in cash or in additional fully paid and non-assessable shares of
Series A Preferred Stock. From July 1, 1998 until March 31, 2001, we issued an
additional $41.9 million of shares of Series A Preferred Stock as dividends on
the Series A Preferred Stock. After July 1, 2003, dividends may only be paid in
cash. To date, all of the dividends on the Series A Preferred Stock have been
paid in shares, except for a $3.5 million cash dividend paid on January 1, 2000
to holders of record on December 15, 1999 for the period commencing October 1,
1999 and ending December 31, 1999. The shares of Series A Preferred Stock are
subject to mandatory redemption on July 1, 2009 at a price equal to 100% of the
liquidation preference plus any and all accrued and unpaid cumulative dividends.
On October 1, 1999 we used $51.3 million of the proceeds of our July 1999
offering of our Class A Common Stock to redeem a portion of our Series A
Preferred Stock, including a $ 6.0 million redemption premium and $ 1.5 million
in accrued and unpaid dividends as of the redemption date.

We issued 250 shares of our Series B Preferred Stock on October 2, 2000 for
$2.5 million. The holders of the Series B Preferred Stock are entitled to
receive cumulative dividends at an annual rate equal to 12% of the liquidation
preference per share of Series B Preferred Stock, payable quarterly, in arrears
commencing on January 1, 2001. The Company may, at its option, pay dividends in
cash or in additional fully paid and non-assessable shares of Series B Preferred
Stock. To date, all of the dividends on the Series B Preferred Stock have been
paid in shares.

The shares of Series B Preferred Stock may be converted, at the holder's
discretion, on or after March 30, 2002 into Class B Common Stock at the then
effective conversion rate. The number of shares of Class B Common Stock that
will be issued upon conversion can be calculated by dividing the liquidation
preference of one share of Series B Preferred Stock by the lower of the closing
sales price of the Company's Class A Common Stock as reported by the NASDAQ
Stock Market on the conversion date or the average of the closing sales prices
of the Company's Class A Common Stock as reported by the NASDAQ Stock Market for
the

twenty (20) day trading period prior to the conversion date. The shares of
Series B Preferred Stock are subject to mandatory redemption on October 3, 2009
at a price equal to 100% of the liquidation preference plus any and all accrued
and unpaid cumulative dividends.

The shares of Series B Preferred Stock can be redeemed at any time at the
Company's discretion with notice of not less than 30 days nor more than 60 days
prior to the date of redemption.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

At March 31, 2001 approximately 43.8% of the Company's long-term debt bore
interest at variable rates. Accordingly, the Company's earnings and cash flow
are affected by changes in interest rates. Assuming the current level of
borrowings at variable rates and assuming a 1% increase in the effective rate of
the loans, it is estimated that the Company's interest expense would have
increased by $0.3 million for the three months ending March 31, 2001. In the
event of an adverse change in interest rates, management would likely take
actions to further mitigate its exposure. However, due to the uncertainty of the
actions that would be taken and their possible effects, additional analysis is
not possible at this time. Further, such analysis would not consider the effects
of the change in the level of overall economic activity that could exist in such
an environment.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In addition, we currently and from time to time are involved in litigation
incidental to the conduct of our business. Other than as discussed above, the
Company is not a party to any lawsuit or proceeding which, in our opinion, is
likely to have a material adverse effect on the Company.

Item 2. Changes in Securities and Use of Proceeds

No items to report.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Submission of Matters to a Vote of Security
Holders

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

(a) Not applicable

(b) Reports on Form 8-K

On February 2, 2001 the Company filed a Current Report on Form 8-K
disclosing certain financial information regarding certain of its acquisitions
and dispositions.

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 thereunto duly authorized.

CUMULUS MEDIA INC.

Date: May 15, 2001 By: /s/ Martin R. Gausvik
--------------------
Executive Vice President,
Treasurer and Chief
Financial Officer