<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended June 30, 1995
Commission File No. 1-8283
Citicasters Inc.
Incorporated under the laws of Florida
IRS Employer Identification No. 59-2054850
One East Fourth Street, Cincinnati, Ohio 45202
Phone: (513) 562-8000
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 and (2)
has been subject to such filing requirements for the past 90 days. Yes
X No
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13, or 15(d)
of the Securities Exchange Act of 1934 subsequent to the distribution of
securities under a plan confirmed by a court. Yes X No
As of August 1, 1995, there were 13,466,308 shares of Common
Stock outstanding.
EXHIBIT INDEX Page 12
Page 1 of 14
<PAGE>
CITICASTERS INC. - 10-Q
PART I
FINANCIAL INFORMATION
CITICASTERS INC. AND SUBSIDIARIES
BALANCE SHEET
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term investments $ 6,252 $ 46,258
Trade receivables, less allowance for
doubtful accounts of $1,606 and $1,244 30,928 31,851
Broadcast program rights 5,625 5,488
Prepaid and other current assets 1,691 2,635
Total current assets 44,496 86,232
Broadcast program rights, less current portion 3,641 4,466
Property and equipment, net 33,146 25,083
Contracts, broadcasting licenses and other
intangibles, less accumulated amortization
of $12,989 and $8,932 310,758 274,695
Deferred charges and other assets 17,285 13,016
$409,326 $403,492
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable, accrued expenses and
other current liabilities $ 18,963 $ 33,673
Broadcast program rights fees payable 5,264 5,041
Total current liabilities 24,227 38,714
Broadcast program rights fees payable,
less current portion 3,002 3,666
Long-term debt 128,384 122,291
Deferred income taxes 44,486 44,486
Other liabilities 51,933 43,398
Total liabilities 252,032 252,555
Page 2
<PAGE>
Shareholders' equity:
Common Stock, $.01 par value, including additional
paid-in capital; 500,000,000 shares authorized;
13,466,308 and 13,468,832 shares outstanding 87,668 87,831
Retained earnings from January 1, 1994 69,626 63,106
Total shareholders' equity 157,294 150,937
$409,326 $403,492
See notes to financial statements.
</TABLE>
Page 3
<PAGE>
CITICASTERS INC. - 10-Q
CITICASTERS INC. AND SUBSIDIARIES
STATEMENT OF OPERATIONS
(In Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net Revenues:
Television broadcasting $16,429 $ 42,362 $30,515 $ 76,904
Radio broadcasting 20,457 18,061 35,416 31,968
36,886 60,423 65,931 108,872
Costs and expenses:
Operating expenses 9,229 17,818 18,373 35,060
Selling, general and administrative 11,587 16,080 22,322 31,845
Corporate general and administrative 1,038 1,304 2,161 2,462
Depreciation and amortization 3,444 6,900 6,763 13,991
25,298 42,102 49,619 83,358
Operating income 11,588 18,321 16,312 25,514
Other income (expense):
Interest expense (3,372) (9,652) (6,885) (19,414)
Investment income 387 158 1,067 214
Miscellaneous, net (61) (66) 126 (505)
(3,046) (9,560) (5,692) (19,705)
Earnings before income taxes 8,542 8,761 10,620 5,809
Income taxes 3,300 3,600 4,100 2,400
NET EARNINGS $ 5,242 $ 5,161 $ 6,520 $ 3,409
SHARE DATA:
Primary:
Net earnings $.37 $.30 $.47 $.20
Average common shares 14,020 17,103 13,957 17,099
Fully Diluted:
Net earnings $.37 $.30 $.46 $.20
Average common shares 14,093 17,103 14,095 17,099
See notes to financial statements.
</TABLE>
Page 4
<PAGE>
CITICASTERS INC. - 10-Q
CITICASTERS INC. AND SUBSIDIARIES
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(In Thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
1995 1994
<S> <C> <C>
Common Stock, including additional
paid-in capital:
Beginning balance $ 87,831 $138,588 Common Stock repurchased
and retired (341) -
Common Stock issued upon
exercise of stock options 178 -
Balance at end of period 87,668 138,588
Retained earnings:
Beginning balance 63,106 -
Net earnings 6,520 3,409
$ 69,626 $ 3,409
TOTAL SHAREHOLDERS' EQUITY $157,294 $141,997
</TABLE>
Page 5
<PAGE>
CITICASTERS INC. - 10-Q
CITICASTERS INC. AND SUBSIDIARIES
STATEMENT OF CASH FLOWS
(In Thousands)
<TABLE>
<CAPTION>
Six months ened
June 30,
1995 1994
<S> <C> <C>
OPERATING ACTIVITIES:
Net earnings $ 6,520 $ 3,409
Adjustments:
Depreciation and amortization 6,763 13,991
Non-cash interest expense 93 101
Decrease (increase) in trade receivables 923 (2,199)
Decrease in broadcast program rights,
net of fees payable 247 565
Increase (decrease) in accounts payable, accrued
expenses and other liabilities (6,133) 2,135
Increase in deferred income taxes - 2,798
Other (91) 1,825
8,322 22,625
INVESTING ACTIVITIES:
Deposits on broadcast stations to be acquired (3,400) -
Purchases of:
Broadcast stations (45,000) (16,380)
Real estate, property and equipment (5,783) (3,275)
Sales of broadcast stations - 9,500
Other 18 (352)
(54,165) (10,507)
FINANCING ACTIVITIES:
Retirements and refinancing of long-term debt - (201,068)
Additional long-term borrowings 6,000 195,350
Repurchases of the Company's Common Stock (341) -
Other 178 -
5,837 (5,718)
NET INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS (40,006) 6,400
Cash and short-term investments at beginning of period 46,258 4,789
Cash and short-term investments at end of period $ 6,252 $ 11,189
See notes to financial statements.
</TABLE>
Page 6
<PAGE>
CITICASTERS INC. - 10-Q
NOTES TO FINANCIAL STATEMENTS
A. ACCOUNTING POLICIES
BASIS OF PRESENTATION The accompanying financial statements
for Citicasters Inc. are unaudited, but Citicasters believes
that all adjustments (consisting only of normal recurring
accruals, unless otherwise disclosed herein) necessary for fair
presentation have been made. The results of operations for
interim periods are not necessarily indicative of results to be
expected for the year. The financial statements have been
prepared in accordance with the instructions to Form 10-Q and
therefore do not include all information and footnotes
necessary to be in conformity with generally accepted
accounting principles. Significant intercompany balances and
transactions have been eliminated. Certain reclassifications
have been made to conform to the current year's presentation.
On December 28, 1993, the Company completed its comprehensive
financial restructuring through a prepackaged plan of
reorganization under chapter 11 of the Bankruptcy Code. As of
December 31, 1993, the Company adopted fresh-start reporting as
required by AICPA Statement of Position No. 90-7 entitled
"Financial Reporting by Entities in Reorganization under the
Bankruptcy Code." Pursuant to the adoption of fresh-start
reporting the Company adjusted its assets and liabilities to
their estimated fair values and restated retained earnings to
zero.
All acquisitions have been treated as purchases. The accounts
and results of operations of companies since their formation or
acquisition are included in the consolidated financial
statements.
American Financial Group, Inc. and its Subsidiaries ("American
Financial") owned 5,049,085 shares (37.5%) of Citicasters'
outstanding Common Stock at August 1, 1995. At that date,
American Financial's Chairman, Carl H. Lindner, owned an
additional 2,319,796 shares (17.2%) of Citicasters' outstanding
Common Stock.
BROADCAST PROGRAM RIGHTS The rights to broadcast non-network
programs on Citicasters' television stations are stated at
cost, less accumulated amortization. These costs are charged
to operations on a straight-line basis over the contract period
or on a per showing basis, whichever results in the greater
aggregate amortization.
Page 7
<PAGE>
PROPERTY AND EQUIPMENT Property and equipment are based on
cost and depreciation is calculated primarily using the
straight-line method. Depreciable lives are: land
improvements, 8-20 years; buildings and improvements, 8-20
years; operating and other equipment, 3-20 years; and leasehold
improvements, over the life of the lease.
CONTRACTS, BROADCASTING LICENSES AND OTHER INTANGIBLES
Contracts, broadcasting licenses and other intangible
srepresent the excess of the value of the broadcast stations
over the values of their net tangible assets, and is
attributable to FCC licenses, network affiliation agreements
and other contractual or market related factors.
Reorganization value in excess of amounts allocable to
identifiable assets represents the excess of the estimated fair
value of the Company at the time of the reorganization over the
estimated fair value allocated to its net identifiable assets.
Intangible assets are being amortized on a straight-line basis
over an average of 35 years. On an ongoing basis, Citicasters
reviews the carrying value of its intangible assets. If this
review indicates that intangible assets will not be
recoverable, as determined based on undiscounted cash flows of
the Company's broadcast stations over the remaining
amortization period, Citicasters' carrying values of intangible
assets are reduced by the amount of the estimated shortfall of
cash flows.
Page 8
<PAGE>
CITICASTERS INC. 10-Q
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DEBT DISCOUNT Debt discount is being amortized over the life
of the related debt obligations by the interest method.
INCOME TAXES Citicasters files a consolidated Federal income
tax return which includes all 80% or more owned subsidiaries.
Deferred income tax assets and liabilities are determined based
on differences between financial reporting and tax bases and
are measured using enacted tax rates. Deferred tax assets are
recognized if it is more likely than not that a benefit will be
realized.
EARNINGS PER SHARE Primary and fully diluted earnings per
share are based upon the weighted average number of common
shares and gives effect to common equivalent shares (dilutive
options) outstanding during the respective periods.
STATEMENT OF CASH FLOWS For cash flow purposes, "investing
activities" are defined as making and collecting loans and
acquiring and disposing of debt or equity instruments and
property and equipment. "Financing activities" include
obtaining resources from owners and providing them with a
return on their investments, borrowing money and repaying
amounts borrowed. All other activities are considered
"operating." Short-term investments for purposes of the
Financial Statements are those which had a maturity of three
months or less when acquired.
B. ACQUISITIONS AND DISPOSITIONS On June 19, 1995, Citicasters
acquired its second FM station in Portland (KKCW) for $30
million. During August 1995, Citicasters acquired a second FM
radio station in Tampa (WTBT) for $5.5 million. The purchase
price included a $3.4 million escrow deposit which is reflected
in Citicasters June 30, 1995 balance sheet in the caption
"Deferred charges and other assets." The purchase price for
WTBT-FM could increase to $8 million depending on the
satisfaction of certain conditions. Citicasters began
operating WTBT-FM during March 1995.
During 1994, Citicasters sold one AM and three FM radio
stations and acquired or commenced the operation of two FM
radio stations. The following table sets forth certain
information regarding these radio station transactions:
Page 9
<PAGE>
CITICASTERS INC. 10-Q
NOTES TO FINANCIAL STATEMENTS - CONTINUED
<TABLE>
<CAPTION>
Date Operations Date of Acquisition Price/
Commenced/Ceased Closing Sales Price
<S> <C> <C> <C>
Acquisitions:
Sacramento (KRXQ-FM) January 1, 1994 May 27, 1994 $16 million
Cincinnati (WWNK-FM) April 25, 1994 April 21, 1995 $15 million
Dispositions:
Detroit (WRIF-FM) January 23, 1994 September 23, 1994 $11.5 million
Milwaukee (WLZR-FM&AM) April 14, 1994 April 14, 1994 $7 million
Denver (KBPI-FM) April 19, 1994 August 5, 1994 $8 million
</TABLE>
In the aggregate, these purchases and sales of radio stations
in 1994 and 1995 will not have a material effect on
Citicasters' results.
During September and October 1994, Citicasters sold four of its
network affiliated television stations to entities affiliated
with New World Communications Group Incorporated ("New World").
The stations sold included KSAZ in Phoenix, WDAF in Kansas
City, WBRC in Birmingham and WGHP in Greensboro/Highpoint.
Citicasters received $355.5 million in cash and a warrant to
purchase, for five years, 5,000,000 shares of New World Common
Stock at $15 per share. The warrant was valued at $10 million
and is included in the balance sheet caption "Deferred charges
and other assets." Citicasters recorded a pretax gain of $95.3
million ($50.1 million after tax) on these sales. Proceeds
from the sales were used to retire long-term debt and to
repurchase shares of the Company's Common Stock.
Page 10
<PAGE>
CITICASTERS INC. 10-Q
NOTES TO FINANCIAL STATEMENTS - CONTINUED
The following proforma financial information is based on the
historical financial statements of Citicasters, adjusted to
reflect the television station sales, retirement of long-term
debt and the February 1994 refinancing of subordinated debt (in
thousands except per share data):
<TABLE>
<CAPTION> Three months Six months
ended ended
June 30, 1994 June 30, 1994
<S> <C> <C>
Net revenues $33,453 $60,325
Operating income $ 8,158 $10,697
Net earnings $ 2,943 $ 2,114
Net earnings per share $ .17 $ .12
</TABLE>
C. LONG-TERM DEBT Long-term debt consisted of the following
(in thousands):
<TABLE> June 30, December 31,
1995 1994
<S> <C> <C>
Citicasters:
9-3/4% Senior Subordinated Notes
due February 2004, less unamortized
discount of $2,616 and $2,709
(imputed interest rate 10.13%) $122,384 $122,291
Subsidiaries:
Bank credit facility 6,000 -
$128,384 $122,291
</TABLE>
As of June 30, 1995, Citicasters had $119 million of bank
credit available under a $125 million acquisition facility and
all $25 million of bank credit available under a working
capital facility. During the second quarter of 1995
Citicasters borrowed $6 million using the acquisition facility
to partially fund the purchase of its second FM station in
Portland. No additional funds have been drawn under either of
these facilities as of August 1, 1995.
Page 11
<PAGE>
CITICASTERS INC. 10-Q
NOTES TO FINANCIAL STATEMENTS - CONTINUED
D. SHAREHOLDERS' EQUITY Citicasters is authorized to issue 500
million shares of Class A Common Stock, $.01 par value, 125
million shares of Class B Common Stock, $.01 par value and 9.5
million shares of Serial Preferred Stock, $.01 par value. The
preferred stock may have such preferences and other rights and
limitations as the Board of Directors may designate with
respect to each series.
On April 19, 1995, Citicasters' Board of Directors declared a
three for two stock split of its outstanding Common Stock. The
stock split was effective for holders of record at the close of
business on May 4, 1995 with a distribution made on May 18,
1995 and resulted in the issuance of 4,488,418 additional
common shares. All share and per share data have been restated
to reflect the stock split.
Citicasters' bank credit agreement permits it to acquire up to
$65 million of its common stock. During the last four months
of 1994, Citicasters acquired 3,518,212 shares of its common
stock for $51.1 million from several unaffiliated institutions.
During the first quarter of 1995, Citicasters completed an odd
lot tender pursuant to which it acquired an additional 16,457
shares at a cost of $20 per share from holders of fewer than
100 shares.
Page 12
<PAGE>
CITICASTERS INC. 10-Q
ITEM 2
Management's Discussion and Analysis
of Financial Condition and Results of Operations
GENERAL
The following is a discussion of certain factors affecting Citicasters'
results of operations for the three and six month periods ended June
30, 1995 and its liquidity and capital resources. This discussion
should be read in conjunction with Citicasters' Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
Citicasters is a holding company and depends on advances, dividends and
tax allocation payments from its operating subsidiary, Citicasters Co.,
to meet its expenditures for administrative expenses and debt service
obligations. Based upon current levels of Citicasters Co.'s operations
and anticipated growth, it is expected that operating cash flow will be
sufficient to meet expenditures for operations (including capital
expenditures), administrative expenses and debt service. Citicasters'
credit agreement provides two credit facilities: an acquisition facility
of $125 million and a working capital facility of $25 million.
Citicasters Co. is permitted to advance funds or pay dividends to
Citicasters Inc. for administrative expenses, borrowing costs and
payment of dividends. During the second quarter of 1995 Citicasters
borrowed $6 million from the acquisition facility to partially fund the
purchase of its second FM station in Portland. No additional funds have
been drawn under either of these facilities as of August 1, 1995.
Anticipated capital expenditures for 1995 include two major projects; a
building renovation for the three Cincinnati stations expected to cost
$4.5 million and the construction of a FM tower in Tampa expected to
cost $3 million. At June 30, 1995, approximately $2 million had been
spent for the Cincinnati project and approximately $2.5 million had been
spent on the Tampa project.
Citicasters expects to use its excess operating cash flow and the
acquisition facility to fund future acquisitions of radio stations.
Citicasters expects to pursue the acquisition of additional stations in
its present markets and stations in markets where it does not currently
own stations. Citicasters completed the $30 million purchase of KKCW-FM
in Portland and the $15 million purchase of WWNK-FM in Cincinnati in the
second quarter of 1995. During August 1995, Citicasters acquired a
second FM radio station in Tampa (WTBT) for $5.5 million. The purchase
price for WTBT could increase to $8 million depending on the
satisfaction of certain conditions.
Page 13
<PAGE>
CITICASTERS INC. 10-Q
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Citicasters expects to continue in the near future to purchase, sell or
exchange broadcast stations in order to avail itself of the considerable
operating opportunities presented by radio duopoly rules which permit
ownership of up to two AM and two FM stations in certain markets,
including those in which Citicasters presently has radio operations.
The Company will also continue to consider acquisition opportunities in
new markets.
Page 14
<PAGE>
CITICASTERS INC. 10-Q
Management's Discussion and Analysis
of Financial Condition and Results of Operations - continued
RESULTS OF OPERATIONS
The financial results of Citicasters' business are seasonal. Broadcast
revenues are generally higher in the second and fourth calendar quarters
than in the first and third quarters.
The amount of broadcast advertising time available for sale by
Citicasters' stations is relatively fixed, and by its nature cannot be
stockpiled for later sale. Therefore, the primary variables affecting
revenue levels are the demand for advertising time, the viewing or
listening audience of the station and the entry of new stations in the
marketplace. The major variable costs of operation are programming
(news, sports and entertainment), sales costs related to revenues and
promotional costs. The success of the programming determines the
audience levels and therefore affects revenue.
Citicasters' management believes that operating income before
depreciation and amortization is helpful in understanding cash flow
generated from its broadcasting operations that is available for debt
service, capital expenditures and taxes, and in comparing operating
performance of Citicasters' broadcast stations to other broadcast
stations. Operating income before depreciation and amortization should
not be considered an alternative to net income as an indicator of
Citicasters' overall performance.
Net revenues and operating income are shown below (in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net revenues:
Television broadcasting:
Local $ 8,097 $21,501 $15,740 $ 40,665
National 7,507 18,894 13,282 32,512
Other 825 1,967 1,493 3,727
Total 16,429 42,362 30,515 76,904
Radio broadcasting:
Local 16,714 15,110 28,684 26,720
National 3,589 2,798 6,393 4,956
Other 154 153 339 292
Total 20,457 18,061 35,416 31,968
Total net revenues 36,886 60,423 65,931 108,872
Page 15
<PAGE>
Operating, selling, general
and administrative expenses (20,816) (33,898) (40,695) (66,905)
Corporate general and
administrative expenses (1,038) (1,304) (2,161) (2,462)
Operating income before
depreciation and
amortization 15,032 25,221 23,075 39,505
Depreciation and amortization (3,444) (6,900) (6,763) (13,991)
Operating income $11,588 $18,321 $16,312 $ 25,514
</TABLE>
Page 16
<PAGE>
CITICASTERS INC. 10-Q
Management's Discussion and Analysis
of Financial Condition and Results of Operations - continued
Net revenues and operating income adjusted to remove the operating
results of the four television stations sold, are shown below
(in thousands):
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net revenues:
Television broadcasting $16,429 $15,392 $30,515 $28,357
Radio broadcasting 20,457 18,061 35,416 31,968
Total net revenues 36,886 33,453 65,931 60,325
Operating, selling, general
and administrative expenses (20,816) (20,570) (40,695) (40,262)
Corporate general and
administrative expenses (1,038) (1,304) (2,161) (2,462)
Operating income before
depreciation and
amortization 15,032 11,579 23,075 17,601
Depreciation and amortization (3,444) (3,421) (6,763) (6,904)
Operating income $11,588 $ 8,158 $16,312 $10,697
</TABLE>
Three and six months ended June 30, 1995 compared to June 30, 1994
The decrease in television net revenues for the three and six months
ended June 30, 1995 is attributable to the sale of four television
stations in September and October 1994. Excluding the results of the
stations sold, television net revenues increased 7% and 8% respectively,
during the three and six months ended June 30, 1995 compared to the same
periods a year ago. This increase reflects the expanding economy's
effect on advertising expenditures and sales efforts. Radio net
revenues increased by 13% and 11% for the three and six months,
respectively, due to the expanding economy, sales efforts and improved
ratings at several of the stations.
Costs and expenses including depreciation and amortization decreased as
a result of the sale of the television stations.
Page 17
<PAGE>
CITICASTERS INC. 10-Q
Management's Discussion and Analysis
of Financial Condition and Results of Operations - continued
Operating income declined as a result of the sale of the four television
stations in September and October 1994. Excluding the results of the
stations sold, operating income increased 42% and 52% respectively,
during the quarter and six months ended June 30, 1995 compared to the
same periods in 1994 due to the increases in net revenue and expense
controls.
Operating Outlook - three months ended September 30, 1995 compared to
September 30, 1994
The Company expects to report increases in net revenues and operating
income before depreciation and amortization for its two remaining
television stations and radio group in the third quarter. The
percentage increases are not, however, expected to be as large as those
reported in the first half of the year due to the exceptionally high
growth rates during the second half of 1994 including the effects of
political advertising.
Other Income (Expense) Information
Interest expense decreased $6.3 million (65%) and $12.5 million (65%)
during the quarter and first half of 1995, respectively, compared to the
same periods in 1994 due primarily to reduced debt levels resulting from
the sale of four television stations in September and October 1994.
Page 18
<PAGE>
CITICASTERS INC. 10-Q
PART II
OTHER INFORMATION
ITEM 4
Submission of Matters to a Vote of Security Holders
At Citicasters' annual meeting of shareholders held May 16, 1995, the
following actions were taken by shareholders:
4.1 All persons nominated as directors were elected with the votes for
each person being:
<TABLE>
<CAPTION>
Shares - Withheld
Name Shares For Authority
<S> <C> <C>
Carl H. Lindner 12,363,243 124,226
S. Craig Lindner 12,410,378 77,091
John P. Zanotti 12,410,483 76,986
Julius S. Anreder 12,409,973 77,496
Theodore H. Emmerich 12,409,961 77,508
James E. Evans 12,410,486 76,983
</TABLE>
4.2 Approval of the 1994 Directors Stock Option Plan.
<TABLE>
Shares For Shares Against Shares Abstained
<S> <C> <C>
12,390,977 93,714 2,778
</TABLE>
ITEM 6
Exhibits and Reports on Form 8-K
a) Exhibits: 11 Computation of Earnings Per Common Share
27 Financial Data Schedule
b) Reports on Form 8-K: None
Page 19
<PAGE>
<PAGE>
CITICASTERS INC. 10-Q
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.
CITICASTERS INC.
August 10, 1995 BY: GREGORY C. THOMAS
Gregory C. Thomas
Executive Vice President and
Chief Financial Officer
Page 20
<PAGE>
<PAGE>
CITICASTERS INC. AND SUBSIDIARIES
EXHIBIT 11 - COMPUTATION OF EARNINGS PER COMMON SHARE
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months Six months
ended ended
June 30, June 30,
1995 1995
<S> <C> <C>
Net earnings used to calculate primary and fully-
diluted earnings per share $5,242 $6,520
Shares used in calculation of primary earnings
per share:
Weighted average common shares 13,466 13,468
Dilutive effect of assumed exercise of certain
options for the purchase of common shares 554 489
Weighted average common shares used to calculate
primary earnings per share 14,020 13,957
Primary earnings per common share $.37 $.47
Shares used in calculation of fully-diluted
earnings per share:
Weighted average common shares 13,466 13,468
Dilutive effect of assumed exercise of
certain stock options for the purchase
of common stock 627 627
Weighted average common shares used to calculate
fully-diluted earnings per share 14,093 14,095
Fully-diluted earnings per common share $.37 $.46
</TABLE>
Page 21
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> JUN-30-1995
<CASH> 6,252
<SECURITIES> 0
<RECEIVABLES> 32,534
<ALLOWANCES> 1,606
<INVENTORY> 0
<CURRENT-ASSETS> 44,496
<PP&E> 323,747
<DEPRECIATION> 12,989
<TOTAL-ASSETS> 409,326
<CURRENT-LIABILITIES> 24,237
<BONDS> 128,384
<COMMON> 87,668
0
0
<OTHER-SE> 69,626
<TOTAL-LIABILITY-AND-EQUITY> 409,326
<SALES> 0
<TOTAL-REVENUES> 65,931
<CGS> 0
<TOTAL-COSTS> 42,856
<OTHER-EXPENSES> 6,763
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,885
<INCOME-PRETAX> 10,620
<INCOME-TAX> 4,100
<INCOME-CONTINUING> 6,520
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,520
<EPS-PRIMARY> 0.47
<EPS-DILUTED> 0.46
</TABLE>
