<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) August 31, 1999
-----------------
Citadel Communications Corporation
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State of Other Jurisdiction of Incorporation)
000-24515 86-0748219
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
---------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(702) 804-5200
--------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE> 2
This report includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are based largely on current expectations and projections about future events
and financial trends affecting Citadel Communications Corporation's business.
The word believes and similar words are intended to identify forward-looking
statements. The forward-looking statements in this report are subject to risks,
uncertainties and assumptions including, among other things:
o the realization of Citadel Communications' business strategy,
o general economic and business conditions, both nationally and in
Citadel Communications' radio markets,
o Citadel Communications' expectations and estimates concerning future
financial performance, financing plans and the impact of competition,
o anticipated trends in Citadel Communications' industry, and
o the impact of current or pending legislation and regulation and
antitrust considerations.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this report might not transpire. Citadel
Communications undertakes no obligation to publicly update or revise any
forward-looking statements because of new information, future events or
otherwise.
INTRODUCTORY STATEMENT
This report amends Item 7(b) of Citadel Communications Corporation's
Current Report on Form 8-K filed on September 14, 1999 to report the August 31,
1999 acquisition of Fuller-Jeffrey Broadcasting Companies, Inc. and its
subsidiaries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements. The following financial statements were included
pursuant to Item 7(a) in Citadel Communications Corporation's Current
Report on Form 8-K filed on September 14, 1999:
FULLER-JEFFREY BROADCASTING COMPANIES, INC. AND SUBSIDIARIES
Independent Auditors' Report
Consolidated Balance Sheets as of December 31, 1998 and June 30, 1999
(unaudited)
Consolidated Statements of Operations for the year ended December 31, 1998 and
the six months ended June 30, 1998 and 1999 (unaudited)
Consolidated Statements of Stockholders' Deficiency for the year ended December
31, 1998
Consolidated Statements of Cash Flows for the year ended December 31, 1998 and
the six months ended June 30, 1998 and 1999 (unaudited)
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information. The following pro forma financial
information is included herein pursuant to Item 7(b):
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the six
months ended June 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations for the
twelve months ended December 31, 1998
(c) Exhibits. The following exhibits were filed on, or incorporated by reference
in, Citadel Communications Corporation's
1
<PAGE> 3
Current Report on Form 8-K filed on September 14, 1999:
2.1 Stock Purchase Agreement dated April 30, 1999 by and between Robert F.
Fuller and Citadel Broadcasting Company.
2.2 Stock Purchase Agreement dated April 30, 1999 by and between Joseph N.
Jeffrey, Jr. and Citadel Broadcasting Company.
23.1 Consent of KPMG LLP.
2
<PAGE> 4
CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed consolidated financial
statements reflect the results of operations and balance sheet of Citadel
Communications Corporation after giving effect to:
(1) the following transactions completed as of September 14, 1999
(collectively, the "Completed Transactions"):
o the January 2, 1998 acquisition of WEMR-FM and WEMR-AM serving
the Wilkes-Barre/Scranton market for the purchase price of
approximately $0.8 million and the March 26, 1998 acquisition
of WCTP-FM, WCTD-FM and WKJN-AM serving the
Wilkes-Barre/Scranton market for the purchase price of
approximately $6.0 million (collectively, the "Wilkes-Barre/
Scranton Acquisitions"),
o the February 12, 1998 acquisition of Pacific Northwest
Broadcasting Corporation which owned KQFC-FM, KKGL-FM and
KBOI-AM in Boise for the purchase price of approximately $14.0
million and the April 21, 1998 acquisition of KIZN-FM and
KZMG-FM in Boise for the purchase price of approximately $14.5
million (collectively, the "Boise Acquisition"),
o the November 17, 1998 acquisition of KAAY-AM in Little Rock
for the purchase price of approximately $5.1 million,
o the February 9, 1999 acquisition of WKQZ-FM, WYLZ-FM, WILZ-FM,
WIOG-FM, WGER-FM and WSGW-AM in Saginaw/Bay City for the
purchase price of approximately $35.0 million (the
"Saginaw/Bay City Acquisition"),
o the February 17, 1999 acquisition of WHYL-FM and WHYL-AM in
Harrisburg/Carlisle for the purchase price of approximately
$4.5 million (the "Carlisle Acquisition"),
o the March 17, 1999 acquisition of Citywide Communications,
Inc., which owned KQXL-FM, WEMX-FM, WCAC-FM, WXOK-AM and
WIBR-AM serving the Baton Rouge market and KFXZ-FM, KNEK-FM,
KRRQ-FM and KNEK-AM serving the Lafayette market for the
purchase price of approximately $31.5 million (the "Baton
Rouge/Lafayette Acquisition"),
o the April 30, 1999 acquisition of KSPZ-FM serving the Colorado
Springs market in exchange for KKLI-FM in Colorado Springs,
the April 30, 1999 acquisition of KVOR-AM and KTWK-AM serving
the Colorado Springs market and KEYF-FM and KEYF-AM serving
the Spokane market for the purchase price of approximately
$10.0 million and the April 30, 1999 termination of a joint
sales agreement under which Citadel Communications operated
certain other radio stations in Colorado Springs and in
Spokane (collectively, the "Capstar Transactions"),
o the June 30, 1999 acquisition of WSSX-FM, WWWZ-FM, WMGL-FM,
WSUY-FM, WNKT-FM, WTMA-AM, WTMZ-AM and WXTC-AM in Charleston,
WHWK-FM, WYOS-FM, WAAL-FM, WNBF-AM and WKOP-AM in Binghamton,
WMDH-FM and WMDH-AM in Muncie and WWKI-FM in Kokomo for the
purchase price of approximately $77.0 million (the
"Charleston/Binghamton/Muncie/Kokomo Acquisition"),
o the August 31, 1999 acquisition of Fuller-Jeffrey Broadcasting
Companies, Inc. which owned WOKQ-FM, WPKQ-FM, WXBB-FM and
WXBP-FM serving the Portsmouth/Dover/Rochester market and
WBLM-FM, WCYI-FM, WCYY-FM, WHOM-FM, WJBQ-FM and WCLZ-FM
serving the Portland market for the purchase price of
approximately $65.3 million, which amount includes
approximately $1.8 million in consulting and noncompetition
payments payable over a seven-year period (the
"Portsmouth/Dover/Rochester/Portland Acquisition"),
o the July 27, 1998 sale of WEST-AM in Allentown/Bethlehem as a
portion of the consideration for the 1997 acquisition of
WLEV-FM in Allentown/Bethlehem,
o the October 7, 1998 sale of WQCY-FM, WTAD-AM, WMOS-FM and
WBJR-FM in Quincy for the sale price of approximately
$2.3 million (the "Quincy Sale"),
3
<PAGE> 5
o the July 1998 initial public offering by Citadel
Communications of shares of its common stock and the use of
net proceeds from that offering,
o the November 1998 sale by Citadel Communications' subsidiary,
Citadel Broadcasting Company, of $115.0 million principal
amount of its 9-1/4% Senior Subordinated Notes due 2008 and
the use of net proceeds from that offering,
o the June 1999 public offering by Citadel Communications of
shares of its common stock and the use of net proceeds from
that offering (the "1999 Offering"), and
o the August 1999 redemption of a portion of Citadel
Broadcasting's outstanding 13-1/4% Exchangeable Preferred
Stock (the "Preferred Redemption");
(2) the acquisition pending as of September 14, 1999 of KATT-FM,
KYIS-FM, KCYI-FM, KNTL-FM and WWLS-AM in Oklahoma City for a purchase price of
approximately $60.0 million (the "Pending Acquisition"); and
(3) the disposition pending as of September 14, 1999 of KKTT-FM,
KEHK-FM and KUGN-AM in Eugene, KAKT-FM, KBOY-FM, KCMX-FM, KTMT-FM, KCMX-AM and
KTMT-AM in Medford, KEYW-FM, KORD-FM, KXRX-FM, KTHT-FM and KFLD-AM in
Tri-Cities, KCTR-FM, KKBR-FM, KBBB-FM, KMHK-FM and KBUL-AM in Billings, WQKK-AM
and WGLU-FM in Johnstown and WQWK-FM, WNCL-FM, WRSC-AM and WBLF-AM in State
College for the sale price of approximately $26.0 million (the "Pending
Disposition").
The unaudited pro forma condensed consolidated financial statements are
based on Citadel Communications' historical consolidated financial statements
and the financial statements of those entities acquired, or from which assets
were acquired, in connection with the Completed Transactions.
In the opinion of management, all adjustments necessary to fairly
present this pro forma information have been made. The interest rate applied to
borrowings under, and repayments of, Citadel Broadcasting's credit facility in
the pro forma consolidated statements of operations was 8.4375%, which
represents the interest rate in effect under the credit facility as of January
1, 1998.
Depreciation and amortization for the acquisitions are based upon
preliminary allocations of the purchase price to property and equipment and
intangible assets. Actual depreciation and amortization may differ depending on
the final allocation of the purchase price. However, management does not believe
these differences will be material.
For pro forma purposes, Citadel Communications' balance sheet as of
June 30, 1999 has been adjusted to give effect to the following transactions as
if each had occurred on June 30, 1999:
(1) the Portsmouth/Dover/Rochester/Portland Acquisition,
(2) the Pending Acquisition,
(3) the Pending Disposition, and
(4) the Preferred Redemption.
The unaudited pro forma information is presented for illustrative
purposes only and does not indicate the operating results or financial position
that would have occurred if the transactions described above had been completed
on the dates indicated, nor is it indicative of future operating results or
financial position if the pending transactions described above are completed.
Citadel Communications cannot predict whether the completion of the Pending
Acquisition and the Pending Disposition will conform to the assumptions used in
the preparation of the unaudited pro forma condensed consolidated financial
statements. Additionally, as of September 14, 1999, consummation of each of the
Pending Acquisition and the Pending Disposition is subject to certain
conditions. Although Citadel Communications believes these closing conditions
are customary for transactions of this type, there can be no assurance that such
conditions will be satisfied.
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CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ADJUSTMENTS
FOR
CITADEL THE PENDING
ADJUSTMENTS COMMUNICATIONS ACQUISITION
ACTUAL FOR AS ADJUSTED AND PRO FORMA
CITADEL COMPLETED FOR COMPLETED THE PENDING CITADEL
COMMUNICATIONS TRANSACTIONS (1) TRANSACTIONS DISPOSITION(2) COMMUNICATIONS
-------------- ---------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 68,680 $(57,096) $ 11,584 $ (500) $ 11,084
Accounts and notes receivable, net 41,218 4,752 45,970 2,629 48,599
Prepaid expenses 3,149 256 3,405 114 3,519
Assets held for sale 25,974 -- 25,974 (25,974) --
-------------------- --------- -------- --------- -------- ---------
Total current assets 139,021 (52,088) 86,933 (23,731) 63,202
Property and equipment, net 59,659 4,650 64,309 3,120 67,429
Intangible assets, net 412,150 56,678 468,828 56,162 524,990
Other assets 4,377 405 4,782 -- 4,782
------------ --------- -------- --------- -------- ---------
TOTAL ASSETS $ 615,207 $ 9,645 $ 624,852 $ 35,551 $ 660,403
========= ======== ========= ======== =========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable and accrued liabilities $ 15,383 $ 2,091 $ 17,474 $ -- $ 17,474
Current maturities of other long-term
Obligations 212 1,750 1,962 360 2,322
----------- --------- -------- --------- -------- ---------
Total current liabilities 15,595 3,841 19,436 360 19,796
Notes payable, less current maturities -- 42,236 42,236 34,000 76,236
10 1/4% Notes 98,657 -- 98,657 -- 98,657
9 1/4% Notes 111,638 -- 111,638 -- 111,638
Other long-term obligations, less current
Maturities 1,004 15,264 16,268 1,165 17,433
Deferred tax liability 31,354 -- 31,354 -- 31,354
Exchangeable preferred stock 124,900 (51,696) 73,204 -- 73,204
Common stock and APIC 270,233 -- 270,233 -- 270,233
Deferred compensation (932) -- (932) -- (932)
Accumulated other comprehensive loss (52) -- (52) -- (52)
Accumulated deficit/retained earnings (37,190) -- (37,190) 26 (37,164)
------------------------------------- --------- -------- --------- -------- ---------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 615,207 $ 9,645 $ 624,852 $ 35,551 $ 660,403
========= ======== ========= ======== =========
</TABLE>
(1) Represents the net effect of the Portsmouth/Dover/Rochester/Portland
Acquisition and the Preferred Redemption as if each of the transactions
had taken place on June 30, 1999. In the Preferred Redemption Citadel
Broadcasting redeemed approximately 35% of its issued and outstanding
13-1/4% Exchangeable Preferred Stock. Approximately 452,000 shares were
redeemed at a redemption price of $113.25 per share for a total of
approximately $51.2 million. In addition Citadel Broadcasting paid
approximately $515,000 of accrued dividends on the shares redeemed.
(2) Represents the net effect of the Pending Acquisition and the Pending
Disposition.
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CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
CITADEL ADJUSTMENTS FOR ADJUSTMENTS
COMMUNICATIONS THE PENDING FOR THE
AS ADJUSTED ACQUISITION 1999 OFFERING
ACTUAL ADJUSTMENTS FOR FOR AND THE AND THE PRO FORMA
CITADEL COMPLETED COMPLETED PENDING PREFERRED CITADEL
COMMUNICATIONS TRANSACTIONS (1) TRANSACTIONS DISPOSITION (2) REDEMPTION COMMUNICATIONS
-------------- ---------------- ------------ --------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue..................... 75,077 19,673 94,750 (2,257) -- 92,493
Station operating expenses...... 51,706 13,686 65,392 (3,567) -- 61,825
Depreciation and amortization... 15,124 6,699 21,823 2,723 -- 24,546
Corporate general and
administrative................ 2,886 -- 2,886 (88) -- 2,798
------- ------- ------- ------ ------ -------
Operating expenses........... 69,716 20,385 90,101 (932) -- 89,169
------- ------- ------- ------ ------ -------
Operating income (loss)......... 5,361 (712) 4,649 (1,325) -- 3,324
Interest expense................ 11,482 4,313 15,795 1,434 (3,700) 13,529
Other (income) expense, net..... (709) -- (709) -- -- (709)
------- ------- ------- ------ ------ -------
Income (loss) before income
taxes......................... (5,412) (5,025) (10,437) (2,759) 3,700 (9,496)
Income taxes (benefit).......... (903) (790) (1,693) (566) -- (2,259)
Dividend requirement for
Exchangeable Preferred Stock.. (8,025) -- (8,025) -- 2,376 (5,649)
------- ------- ------- ------ ------ -------
Income (loss) from continuing
operations Applicable to
common shares................. (12,534) (4,235) (16,769) (2,193) 6,076 (12,886)
======= ======= ======= ====== ====== =======
</TABLE>
(1) Represents the net effect of the Completed Transactions that were
consummated after January 1, 1999, except the 1999 Offering and the
Preferred Redemption, as if each transaction had taken place on January
1, 1998. Prior to the acquisition dates, Citadel Communications
operated many of the acquired stations under a joint sales agreement
("JSA") or local marketing agreement ("LMA"). Citadel Communications
receives fees for such services. Includes net revenue and station
operating expenses for stations operated under JSAs to reflect
ownership of the stations as of January 1, 1998. Net revenue and
station expenses for stations operated under LMAs are included in
Citadel Communications' historical consolidated financial statements.
For those stations operated under JSAs or LMAs and subsequently
acquired, associated fees and redundant expenses were eliminated and
estimated occupancy costs were included to adjust the results of
operations to reflect ownership of the stations as of January 1, 1998.
Dollars in the table below are shown in thousands.
<TABLE>
<CAPTION>
PORTSMOUTH/ CHARLESTON/
DOVER/ BINGHAMTON CARLISLE
ROCHESTER/ MUNCIE/ BATON ROUGE/ SAGINAW/ ACQUISITION
PORTLAND KOKOMO LAFAYETTE BAY CITY AND CAPSTAR THE COMPLETED
ACQUISITION ACQUISITION ACQUISITION ACQUISITION TRANSACTIONS TRANSACTIONS
----------- ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue 7,302 9,687 1,371 526 787 19,673
Station operating expenses 4,630 6,752 1,275 486 543 13,686
Depreciation and amortization 2,926 2,683 628 202 260 6,699
------ ------ ------ ---- ---- -------
Operating expenses 7,556 9,435 1,903 688 803 20,385
------ ------ ------ ---- ---- -------
Operating income (loss) (254) 252 (532) (162) (16) (712)
Interest expense 1,782 2,531 -- -- -- 4,313
------ ------ ------ ---- ---- -------
Income (loss) before income
taxes (2,036) (2,279) (532) (162) (16) (5,025)
Income taxes (benefit) (664) -- (126) -- -- (790)
------ ------ ------ ---- ---- -------
Income (loss) from
continuing operations (1,372) (2,279) (406) (162) (16) (4,235)
====== ====== ====== ==== ==== =======
</TABLE>
(2) Represents the net effect of the Pending Acquisition and the Pending
Disposition as if each transaction had taken place on January 1, 1998.
Dollars in the table below are shown in thousands.
<TABLE>
<CAPTION>
PENDING
ACQUISITION AND
PENDING PENDING PENDING
DISPOSITION ACQUISITION DISPOSITION
----------- ----------- ---------------
<S> <C> <C> <C>
Net revenue (6,879) 4,622 (2,257)
Station operating expenses (6,723) 3,156 (3,567)
Depreciation and amortization -- 2,723 2,723
Corporate general and administrative (88) -- (88)
------ ------ ------
Operating expenses (6,811) 5,879 (932)
------ ------ ------
Operating income (loss) (68) (1,257) (1,325)
Interest expense (1,097) 2,531 1,434
------ ------ ------
Income (loss) before income taxes 1,029 (3,788) (2,759)
Income taxes (benefit) -- (566) (566)
------ ------ ------
Income (loss) from continuing
operations 1,029 (3,222) (2,193)
====== ====== ======
</TABLE>
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CITADEL COMMUNICATIONS CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ADJUSTMENTS
CITADEL ADJUSTMENTS FOR FOR THE
COMMUNICATIONS THE PENDING 1999 OFFERING
ACTUAL ADJUSTMENTS FOR AS ADJUSTED ACQUISITION AND AND THE PRO FORMA
CITADEL COMPLETED FOR COMPLETED THE PENDING PREFERRED CITADEL
COMMUNICATIONS TRANSACTIONS (1) TRANSACTIONS DISPOSITION (2) REDEMPTION COMMUNICATIONS
-------------- ---------------- ------------ --------------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue...................... 135,426 46,991 182,417 (7,179) -- 175,238
Station operating expenses....... 93,485 30,742 124,227 (7,371) -- 116,856
Depreciation and amortization.... 26,414 18,284 44,698 4,073 -- 48,771
Corporate general and
administrative................. 4,369 -- 4,369 (175) -- 4,194
-------- ------- -------- ------ ------ --------
Operating expenses............ 124,268 49,026 173,294 (3,473) -- 169,821
-------- ------- -------- ------ ------ --------
Operating income (loss).......... 11,158 (2,035) 9,123 (3,706) -- 5,417
Interest expense................. 18,126 7,753 25,879 2,869 (7,400) 21,348
Other (income) expense, net...... (1,651) -- (1,651) (174) -- (1,825)
-------- ------- -------- ------ ------ --------
Income (loss) before income taxes (5,317) (9,788) (15,105) (6,401) 7,400 (14,106)
Income taxes (benefit)........... (1,386) (1,833) (3,219) (1,132) -- (4,351)
Dividend requirement for
Exchangeable Preferred Stock... (14,586) -- (14,586) -- 138 (14,448)
-------- ------- -------- ------ ------ --------
Income (loss) from
continuing operations
Applicable to common shares.... (18,517) (7,955) (26,472) (5,269) 7,538 (24,203)
======== ======= ======== ====== ====== ========
</TABLE>
(1) Represents the net effect of the Completed Transactions, except the
1999 Offering and the Preferred Redemption, as if each transaction had
taken place on January 1, 1998. Prior to the acquisition dates, Citadel
Communications operated many of the acquired stations under a JSA or
LMA. Citadel Communications receives fees for such services. Includes
net revenue and station operating expenses for stations operated under
JSAs to reflect ownership of the stations as of January 1, 1998. Net
revenue and station expenses for stations operated under LMAs are
included in Citadel Communications' historical consolidated financial
statements. For those stations operated under JSAs or LMAs and
subsequently acquired, associated fees and redundant expenses were
eliminated and estimated occupancy costs were included to adjust the
results of operations to reflect ownership of the stations as of
January 1, 1998. Dollars in the table below are shown in thousands.
<TABLE>
<CAPTION>
PORTSMOUTH/ CHARLESTON/ REPAYMENT
DOVER/ BINGHAMTON/ BATON OTHER OF THE OFFERING THE
ROCHESTER/ MUNCIE/ ROUGE/ SAGINAW/ ACQUISITIONS CREDIT OF THE COMPLETED
PORTLAND KOKOMO LAFAYETTE BAY CITY AND FACILITY 9-1/4% TRANS-
ACQUISITION ACQUISITION ACQUISITION ACQUISITION DISPOSITIONS(a) (b) NOTES (c) ACTIONS
----------- ----------- ----------- ----------- --------------- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net revenue 13,642 16,500 7,331 6,981 2,537 -- -- 46,991
Station operating
expenses 8,676 11,051 5,170 4,447 1,398 -- -- 30,742
Depreciation and
amortization 5,853 5,367 2,914 2,421 1,729 -- -- 18,284
------- ------- ------ ----- ------ ------ ------ -------
Operating expenses 14,529 16,418 8,084 6,868 3,127 -- -- 49,026
Operating income (loss) (887) 82 (753) 113 (590) -- -- (2,035)
Interest expense 5,358 5,063 -- -- 445 (4,487) 1,374 7,753
------- ------- ------ ----- ------ ------ ------ -------
Income (loss) before
income taxes (6,245) (4,981) (753) 113 (1,035) 4,487 (1,374) (9,788)
Income taxes (benefit) (1,328) -- (505) -- -- -- -- (1,833)
------- ------- ------ ----- ------ ------ ------ -------
Income (loss) from
continuing Operations (4,917) (4,981) (248) 113 (1,035) 4,487 (1,374) (7,955)
======= ======= ====== ===== ====== ====== ====== =======
</TABLE>
(a) Represents the net effect of the Carlisle Acquisition, the Capstar
Transactions, the Boise Acquisition, the Wilkes-Barre/Scranton
Acquisitions, the disposition of WEST-AM in Allentown/Bethlehem, the
acquisition of KAAY-AM in Little Rock and the Quincy Sale.
(b) Represents the repayment of outstanding borrowings under Citadel
Broadcasting's credit facility with the proceeds from the Citadel
Communications' initial public offering.
(c) Reflects the recording of the net increase in interest expense and the
amortization of deferred financing costs of $3.5 million related to
Citadel Broadcasting's 9-1/4% Senior Subordinated Notes due 2008.
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<PAGE> 9
(2) Represents the net effect of the Pending Acquisition and the Pending
Disposition as if each transaction had taken place on January 1, 1998.
Dollars in the table below are shown in thousands.
<TABLE>
<CAPTION>
PENDING
ACQUISITION AND
PENDING PENDING PENDING
DISPOSITION ACQUISITION DISPOSITION
----------- ----------- ----------------
<S> <C> <C> <C>
Net revenue (15,379) 8,200 (7,179)
Station operating expenses (13,611) 6,240 (7,371)
Depreciation and amortization (1,372) 5,445 4,073
Corporate general and administrative (175) -- (175)
------- ------- ------
Operating expenses (15,158) 11,685 (3,473)
Operating income (loss) (221) (3,485) (3,706)
Interest expense (2,194) 5,063 2,869
Other (income) expense (174) -- (174)
------- ------- ------
Income (loss) before income taxes 2,147 (8,548) (6,401)
Income taxes (benefit) -- (1,132) (1,132)
------- ------- ------
Income (loss) from continuing operations 2,147 (7,416) (5,269)
======= ======= ======
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CITADEL COMMUNICATIONS
CORPORATION
Date: December 3, 1999 By: /s/ Lawrence R. Wilson
-----------------------------------------
Lawrence R. Wilson
Chairman, Chief Executive Officer and
President
