<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) February 16, 1999
------------------
Citadel Communications Corporation
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(Exact Name of Registrant as Specified in its Charter)
Nevada
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(State of Other Jurisdiction of Incorporation)
000-24515 86-0748219
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(Commission File Number) (IRS Employer Identification No.)
City Center West, Suite 400
7201 West Lake Mead Boulevard
Las Vegas, Nevada 89128
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(Address of Principal Executive Offices) (Zip Code)
(702) 804-5200
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(Registrant's Telephone Number, Including Area Code)
140 South Ash Avenue
Tempe, Arizona 85281
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On December 16, 1998, Citadel Communications Corporation (the
"Company" or "Citadel Communications") filed with the Securities and Exchange
Commission (the "SEC") a Current Report on Form 8-K/A, which contained pro forma
financial information of the Company and its subsidiaries. The Company's
subsidiary, Citadel Broadcasting Company, also filed with the SEC a Current
Report on Form 8-K/A, which contained pro forma financial information of Citadel
Broadcasting Company and its subsidiary. Citadel Broadcasting Company's pro
forma information was also filed by Citadel Broadcasting Company as part of a
Registration Statement on Form S-4. Since such date Citadel Broadcasting Company
has entered into various agreements to acquire and to sell radio stations in
various markets and it has completed other transactions. Citadel Broadcasting
Company has filed with the SEC a final pre-effective amendment to the
Registration Statement, which includes updated pro forma financial information
of Citadel Broadcasting Company and its subsidiary as of the effective time of
the Registration Statement on February 16, 1999. This report is filed to
publicly disseminate updated pro forma financial information of the Company and
its subsidiaries as of the effective time of the Registration Statement on
February 16, 1999. The pro forma financial information of the Company and its
subsidiaries set forth below in Item 7 is incorporated herein by reference. The
Company undertakes no obligation to update this information.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements. No Financial Statements are included
herein pursuant to Item 7(a).
(b) Pro Forma Financial Information. The following pro forma
financial information of Citadel Communications Corporation
and Subsidiaries is included herein pursuant to Item 7(b):
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 1998
Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the nine months ended September 30, 1997
Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations
Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the year ended December 31, 1997
Notes to Unaudited Pro Forma Condensed Consolidated Statement
of Operations
<PAGE> 3
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of
September 30, 1998
Notes to Unaudited Pro Forma Condensed Consolidated Balance
Sheet
(c) The following exhibits are filed as part of this report
pursuant to Item 7(c):
10.1 Thirteenth Amendment to Loan Instruments dated as of January
4, 1999 among Citadel Broadcasting Company, Citadel License,
Inc., Citadel Communications Corporation, FINOVA Capital
Corporation and the Lenders party thereto (incorporated by
reference to Exhibit 10.32 to Citadel Broadcasting Company's
Amendment No. 1 to Registration Statement No.
333-69009 on Form S-4)
10.2 Fourteenth Amendment to Loan Instruments dated as of February
9, 1999 among Citadel Broadcasting Company, Citadel License,
Inc., Citadel Communications Corporation, FINOVA Capital
Corporation and the Lenders party thereto (incorporated by
reference to Exhibit 10.33 to Citadel Broadcasting Company's
Amendment No. 3 to Registration Statement No.
333-69009 on Form S-4)
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<PAGE> 4
PRO FORMA FINANCIAL INFORMATION
The following unaudited condensed consolidated financial statements
reflect the results of operations and balance sheet of Citadel Communications
Corporation (together with its subsidiaries, Citadel Broadcasting Company and
Citadel License, Inc., the "Company" or "Citadel Communications") after giving
effect to:
(1) the following transactions, which are collectively referred to in
this report as the completed transactions:
o all radio station acquisitions and dispositions completed
after January 1, 1997,
o the July 1997 offering of $101.0 million principal amount of
Citadel Broadcasting Company's 10-1/4% Senior Subordinated
Notes due 2007, the July 1997 offering of 1.0 million shares
of Citadel Broadcasting Company's 13-1/4% Exchangeable
Preferred Stock and the use of the net proceeds from such
offerings,
o the repayment of outstanding borrowings under the Company's
credit facility with the proceeds from Citadel Communications
Corporation's July 1998 initial public offering,
o the November 1998 offering of $115.0 million principal amount
of Citadel Broadcasting Company's 9-1/4% Senior Subordinated
Notes due 2008 and the use of the net proceeds from such
offering,
(2) the pending acquisitions by the Company of radio stations and
related assets in Baton Rouge and Lafayette, Louisiana, Harrisburg/Carlisle,
Pennsylvania, Charleston, South Carolina, Binghamton, New York and Muncie and
Kokomo, Indiana, which are collectively referred to in this report as the
pending acquisitions, and
(3) the pending disposition of radio stations and related assets in
Eugene and Medford, Oregon, Tri-Cities, Washington, Billings, Montana and State
College and Johnstown, Pennsylvania, which is referred to in this report as the
pending disposition.
The unaudited pro forma condensed consolidated financial statements are based on
the historical consolidated financial statements of the Company and the
financial statements of those entities acquired, or from which assets were
acquired, in connection with the completed transactions, and should be read in
conjunction with the financial statements and notes thereto of (A) (i) the
Company, (ii) Tele-Media Broadcasting Company and its Partnership Interests,
(iii) Deschutes River Broadcasting, Inc., (iv) Snider Corporation, (v) Snider
Broadcasting Corporation and Subsidiary and CDB Broadcasting Corporation, (vi)
Maranatha Broadcasting Company, Inc.'s, Radio Broadcasting Division and (vii)
Pacific
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<PAGE> 5
Northwest Broadcasting Corporation and Affiliates, which are included in the
Company's Registration Statement on Form S-1 (File No. 333-51011); (B) the
Company, which are included in the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1998; and (C) the Wicks Radio Group (a
division of the Wicks Broadcasting Group Limited Partnership), which are
included in the Company's Current Report on Form 8-K/A (Amendment No. 1) dated
November 19, 1998.
In the opinion of management, all adjustments necessary to fairly
present this pro forma financial information have been made. For pro forma
purposes, the Company's consolidated statements of operations for the year ended
December 31, 1997 and the nine months ended September 30, 1997 and 1998 have
been adjusted to give effect to the completed transactions, the pending
acquisitions and the pending disposition as if each occurred on January 1, 1997.
The interest rate applied to borrowings under, and repayments of, the Company'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, 1997. For pro forma purposes, the Company's consolidated
balance sheet as of September 30, 1998 has been adjusted to give effect to the
following transactions as if each had occurred on September 30, 1998:
o the October 1998 sale of four FM radio stations and one AM
radio station in Quincy, Illinois,
o the November 1998 purchase of one AM radio station and sale of
one AM radio station in Little Rock, Arkansas,
o the February 1999 acquisition of five FM radio stations and
one AM radio station in Saginaw/Bay City, Michigan,
o the November 1998 offering of $115.0 million principal amount
of Citadel Broadcasting Company's 9-1/4% Senior Subordinated
Notes due 2008 and the use of net proceeds from such offering,
o the pending acquisitions, and
o the pending disposition.
The unaudited pro forma information is presented for illustrative
purposes only and is not indicative of the operating results or financial
position that would have occurred if the completed transactions, the pending
acquisitions and the pending disposition had been consummated on the dates
indicated, nor is it indicative of future operating results or financial
position if the aforementioned transactions are completed. The Company cannot
predict whether consummation of the pending acquisitions and the pending
disposition will conform to the assumptions used in the preparation of the
unaudited pro forma condensed consolidated financial statements.
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<PAGE> 6
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
CITADEL ADJUSTMENTS FOR
BROADCASTING PENDING
ACTUAL ADJUSTMENTS FOR AS ADJUSTED FOR ACQUISITIONS PRO FORMA
CITADEL COMPLETED COMPLETED AND PENDING CITADEL
COMMUNICATIONS TRANSACTIONS TRANSACTIONS DISPOSITION COMMUNICATIONS
-------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Net revenue....................... $ 98,821 $4,882 $103,703 $ 7,252 $110,955
Station operating expenses........ 69,412 1,928 71,340 1,938 73,278
Depreciation and amortization..... 20,005 2,417 22,422 5,581 28,003
Corporate general and
administrative.................. 3,351 -- 3,351 469 3,820
-------- ------ -------- ------- --------
Operating expenses.............. 92,768 4,345 97,113 7,988 105,101
-------- ------ -------- ------- --------
Operating income (loss)........... 6,053 537 6,590 (736) 5,854
Interest expense.................. 13,590 805 14,395 4,525 18,920
Other (income) expense, net....... (94) -- (94) -- (94)
-------- ------ -------- ------- --------
Income (loss) before income
taxes........................... (7,443) (268) (7,711) (5,261) (12,972)
Income taxes (benefit)............ (1,163) -- (1,163) (347) (1,510)
Dividend requirement for
exchangeable preferred stock.... (10,822) -- (10,822) -- (10,822)
-------- ------ -------- ------- --------
Income (loss) from continuing
operations applicable to common
shares.......................... $(17,102) $ (268) $(17,370) $(4,914) $(22,284)
======== ====== ======== ======= ========
</TABLE>
In reviewing the information contained in the table above, you should note
the following:
(1) ADJUSTMENTS FOR COMPLETED TRANSACTIONS. The data in the Adjustments for
Completed Transactions column represent the net effect of the following
transactions as if each had taken place on January 1, 1997:
-- the disposition of WEST-AM in Allentown/Bethlehem,
-- the acquisitions of WEMR-AM, WEMR-FM, WCTP-FM, WCTD-FM and WCDL-AM in
Wilkes-Barre/Scranton,
-- the acquisitions of KQFC-FM, KKGL-FM, KBOI-AM, KIZN-FM and KZMG-FM in
Boise,
-- the disposition of WQCY-FM, WMOS-FM, WBJR-FM and WTAD-AM in Quincy,
-- the acquisition of KAAY-AM and the disposition of KRNN-AM in Little
Rock,
-- the acquisition of WKQZ-FM, WMJK-FM, WMJA-FM, WIOG-FM, WGER-FM and
WSGW-AM in Saginaw/Bay City,
-- the repayment of outstanding borrowings under Citadel Broadcasting's
credit facility with the proceeds from Citadel Communications' initial
public offering, and
-- the completion of the offering of the 9-1/4% notes and the use of
the net proceeds from the that offering.
The data in this column does not reflect radio station acquisitions
completed in 1997 or the 1997 offerings of the 10-1/4% notes and the
exchangeable preferred stock and the use of the net proceeds from these
offerings. Depreciation and amortization for the acquisitions are based upon
preliminary allocations of the purchase price to property and equipment and
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<PAGE> 7
intangible assets which will be amortized over periods of 1-25 years. 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.
Prior to the acquisition dates, Citadel Communications operated many of the
acquired stations under a joint sales agreement or a local marketing agreement.
It received fees for such services. The information in the Adjustments for
Completed Transactions column includes net revenue and station operating
expenses for stations operated under joint sales agreements to reflect ownership
of the stations as of January 1, 1997. Net revenue and station expenses for
stations operated under local marketing agreements are included in Citadel
Communications' historical consolidated financial statements. For those stations
operated under joint sales agreements or local marketing agreements 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, 1997.
The table below provides a breakdown of the components in the Adjustments
for Completed Transactions column. As you review this table, you should note the
following:
-- Dollars in the table are shown in thousands,
-- The data in the Other Transactions column represent the net effect of
each of the radio station acquisitions and dispositions listed above,
-- The data in the Repayment of Credit Facility column represent the
repayment of outstanding borrowings under Citadel Communications'
credit facility with the proceeds from Citadel Communications
Corporation's initial public offering, and
-- The data in the Offering of 9-1/4% Notes column reflect the recording
of the net increase in interest expense and the amortization of
deferred financing costs of $4.0 million related to the notes.
<TABLE>
<CAPTION>
OTHER REPAYMENT OF OFFERING OF COMPLETED
TRANSACTIONS CREDIT FACILITY 9-1/4% NOTES TRANSACTIONS
--------------- ------------------- -------------- --------------
<S> <C> <C> <C> <C>
Net revenue...................... $ 4,882 $ -- $ -- $4,882
Station operating expenses....... 1,928 -- -- 1,928
Depreciation and amortization.... 2,417 -- -- 2,417
------- ------- ------- ------
Operating expenses............. 4,345 -- -- 4,345
------- ------- ------- ------
Operating income................. 537 -- -- 537
Interest expense................. 2,660 (4,487) 2,632 805
------- ------- ------- ------
Income before income taxes....... (2,123) 4,487 (2,632) (268)
------- ------- ------- ------
Income from continuing
operations..................... $(2,123) $ 4,487 $(2,632) $ (268)
======= ======= ======= ======
</TABLE>
(2) ADJUSTMENTS FOR PENDING ACQUISITIONS AND PENDING DISPOSITION. The data
in the Adjustments for Pending Acquisitions and Pending Disposition column
represent the net effect of the following transactions as if each had taken
place on January 1, 1997:
-- the acquisition of KQXL-FM, WXOK-AM, WEMX-FM, WKJN-FM, WIBR-AM in
Baton Rouge and KFXZ-FM, KRRQ-FM, KNEK-AM and KNEK-FM in Lafayette,
-- the acquisition of WHYL-AM and WHYL-FM in Harrisburg/Carlisle,
-- the 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,
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<PAGE> 8
WAAL-FM, WNBF-AM and WKOP-AM in Binghamton, WMDH-FM and WMDH-AM in
Muncie and WWKI-FM in Kokomo, and
-- the disposition 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, KTHK-FM and KFLD-AM in Tri-Cities, KCTR-FM, KKBR-FM,
KBBB-FM, KMHK-FM and KBUL-AM in Billings, WQKK-FM and WGLU-FM in
Johnstown and WQWK-FM, WNCL-FM, WRSC-AM and WBLF-AM in State College.
Depreciation and amortization for the acquisitions are based upon
preliminary allocations of the purchase price to property and equipment and
intangible assets which will be amortized over periods of 1-25 years. 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.
The table below provides a breakdown of the components in the Adjustments
for Pending Acquisitions and Pending Disposition column. As you review this
table, you should note the following:
-- Dollars in the table are shown in thousands, and
-- The data in the Adjustments column include the elimination of $153,000
of expenses to reflect lower fees, as a percentage of national
advertising sales, paid by Citadel Communications to a national
representative for national advertising and the elimination of
$132,000 of station management expenses, and additional corporate
overhead of $600,000 to reflect increase in costs to administer the
additional stations.
<TABLE>
<CAPTION>
CHARLESTON/
BINGHAMTON/ PENDING
BATON ROUGE/ MUNCIE/ ACQUISITIONS
LAFAYETTE CARLISLE KOKOMO PENDING AND PENDING
ACQUISITION ACQUISITION ACQUISITION DISPOSITION ADJUSTMENTS DISPOSITION
------------ ----------- ----------- ----------- --------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue............... $ 4,947 $ 636 $12,950 $(11,281) $ -- $ 7,252
Station operating
expenses................ 3,447 414 8,669 (10,307) (285) 1,938
Depreciation and
amortization............ 2,380 223 4,025 (1,047) -- 5,581
Corporate general and
administrative.......... -- -- -- (131) 600 469
------- ----- ------- -------- ----- -------
Operating expenses...... 5,827 637 12,694 (11,485) 315 7,988
Operating income (loss)... (880) (1) 256 204 (315) (736)
Interest expense.......... 2,088 285 3,797 (1,645) -- 4,525
------- ----- ------- -------- ----- -------
Income (loss) before
income taxes............ (2,968) (286) (3,541) 1,849 (315) (5,261)
Income taxes (benefit).... (347) -- -- -- -- (347)
------- ----- ------- -------- ----- -------
Income (loss)
from continuing
operations.............. $(2,621) $(286) $(3,541) $ 1,849 $(315) $(4,914)
======= ===== ======= ======== ===== =======
</TABLE>
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<PAGE> 9
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
CITADEL ADJUSTMENTS FOR
BROADCASTING PENDING
ACTUAL ADJUSTMENTS FOR AS ADJUSTED FOR ACQUISITIONS PRO FORMA
CITADEL COMPLETED COMPLETED AND PENDING CITADEL
COMMUNICATIONS TRANSACTIONS TRANSACTIONS DISPOSITION COMMUNICATIONS
-------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Net revenue..................... $60,025 $ 34,056 $ 94,081 $ 5,340 $ 99,421
Station operating expenses...... 43,306 22,873 66,179 2,020 68,199
Depreciation and amortization... 9,589 12,344 21,933 5,712 27,645
Corporate general and
administrative................ 2,562 (334) 2,228 1,087 3,315
------- -------- -------- ------- --------
Operating expenses............ 55,457 34,883 90,340 8,819 99,159
------- -------- -------- ------- --------
Operating income (loss)......... 4,568 (827) 3,741 (3,479) 262
Interest expense................ 8,470 4,731 13,201 4,525 17,726
Other (income) expense, net..... (401) -- (401) -- (401)
------- -------- -------- ------- --------
Income (loss) before income
taxes......................... (3,501) (5,558) (9,059) (8,004) (17,063)
Income taxes (benefit).......... (105) (519) (624) (347) (971)
Dividend requirement for
exchangeable preferred
stock......................... (3,276) (7,225) (10,501) -- (10,501)
------- -------- -------- ------- --------
Income (loss) from continuing
operations applicable to
common shares................. $(6,672) $(12,264) $(18,936) $(7,657) $(26,593)
======= ======== ======== ======= ========
</TABLE>
In reviewing the information contained in the table above, you should note
the following:
(1) ADJUSTMENTS FOR COMPLETED TRANSACTIONS. The data in the Adjustments for
Completed Transactions column represent the net effect of the following
transactions as if each had taken place on January 1, 1997:
-- the acquisition of Tele-Media Broadcasting Company,
-- the acquisitions of KENZ-FM, KBER-FM, KBEE-FM and KFNZ-AM in Salt Lake
City,
-- the acquisition of KNHK-FM in Reno,
-- the acquisition of KTHK-FM in Tri-Cities,
-- the acquisitions of WXEX-FM and WHKK-FM in Providence,
-- the acquisitions of KARN-AM, KARN-FM, KKRN-FM, KRNN-AM, KIPR-FM,
KOKY-FM, KLAL-FM, KLIH-AM, KURB-FM, KVLO-FM and a station that is not
yet operational, KAFN-FM, in Little Rock,
-- the acquisition of WLEV-FM in Allentown/Bethlehem,
-- the disposition of WEST-AM in Allentown/Bethlehem,
-- the acquisitions of WEMR-AM, WEMR-FM, WCTP-FM, WCTD-FM and WCDL-AM in
Wilkes-Barre/Scranton,
-- the acquisitions of KQFC-FM, KKGL-FM, KBOI-AM, KIZN-FM and KZMG-FM in
Boise,
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<PAGE> 10
-- the disposition of WQCY-FM, WMOS-FM, WBJR-FM and WTAD-AM in Quincy,
-- the acquisition of KAAY-AM and the disposition of KRNN-AM in Little
Rock,
-- the acquisition of WKQZ-FM, WMJK-FM, WMJA-FM, WIOG-FM, WGER-FM and
WSGW-AM in Saginaw/Bay City,
-- the completion of the 1997 offerings of the 10-1/4% notes and the
exchangeable preferred stock and the use of the net proceeds from
these offerings,
-- the repayment of outstanding borrowings under Citadel Broadcasting's
credit facility with the proceeds from Citadel Communications' initial
public offering, and
-- the completion of the offering of the 9-1/4% notes and the use of the
net proceeds from the that offering.
Depreciation and amortization for the acquisitions are based upon
preliminary allocations of the purchase price to property and equipment and
intangible assets which will be amortized over periods of 1-25 years. 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.
Prior to the acquisition dates, Citadel Communications operated many of the
acquired stations under a joint sales agreement or local marketing agreement. It
received fees for such services. The information in the Adjustments for
Completed Transactions column includes net revenue and station operating
expenses for stations operated under joint sales agreements to reflect ownership
of the stations as of January 1, 1997. Net revenue and station expenses for
stations operated under local marketing agreements are included in Citadel
Communications' historical consolidated financial statements. For those stations
operated under joint sales agreements or local marketing agreements 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, 1997.
The table below provides a breakdown of the components in the Adjustments
for Completed Transactions column. As you review this table, you should note the
following:
-- Dollars in the table are shown in thousands,
-- The data in the Actual Tele-Media column represent the unaudited
historical results of Tele-Media for the period January 1, 1997
through July 3, 1997, including the historical operating results of
Wilkes-Barre/Scranton stations acquired by Tele-Media in February and
April 1997 which had been operated under local marketing and joint
sales agreements since December 1996. The operating results of
Tele-Media are included in Citadel Communications' results of
operations beginning July 4, 1997, the date of acquisition,
-- The data in the 1997 Little Rock Acquisitions column reflect the
acquisitions of KARN-AM, KARN-FM, KKRN-FM, KRNN-AM, KIPR-FM, KOKY-FM,
KLAL-FM, KLIH-AM, KURB-FM, KVLO-FM and a station that is not yet
operational, KAFN-FM, in Little Rock,
-- The data in the Other Transactions column give effect to the following
transactions as if each had taken place on January 1, 1997:
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<PAGE> 11
-- the acquisitions of KENZ-FM, KBER-FM, KBEE-FM and KFNZ-AM in Salt
Lake City, KNHK-FM in Reno, KTHK-FM in Tri-Cities, WXEX-FM and
WHKK-FM in Providence, WLEV-FM in Allentown/Bethlehem, WEMR-AM,
WEMR-FM, WCTP-FM, WCTD-FM and WCDL-AM in Wilkes-Barre/Scranton,
KQFC-FM, KKGL-FM, KBOI-AM, KIZN-FM and KZMG-FM in Boise, and
WKQZ-FM, WMJK-FM, WMJA-FM, WIOG-FM, WGER-FM and WSGW-AM in
Saginaw/Bay City,
-- the disposition of WEST-AM in Allentown/Bethlehem and WQCY-FM,
WMOS-FM, WBJR-FM and WTAD-AM in Quincy, and
-- the acquisition of KAAY-AM and the disposition of KRNN-AM in
Little Rock,
-- The data in the Repayment of Credit Facility column reflect the
repayment of outstanding borrowings under Citadel Communications'
credit facility with the proceeds from Citadel Communications
Corporation's initial public offering, and
-- The data in the Offering of 9-1/4% Notes column reflect the recording
of the net increase in interest expense and the amortization of
deferred financing costs of $4.0 million related to the 9-1/4% notes.
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<PAGE> 12
<TABLE>
<CAPTION>
OFFERINGS
PRO FORMA OF 10-1/4%
ADJUSTMENTS NOTES AND
FOR 1997 EXCHANGEABLE REPAYMENT OF
ACTUAL TELE-MEDIA LITTLE ROCK OTHER PREFERRED THE CREDIT
TELE-MEDIA ACQUISITION ACQUISITIONS TRANSACTIONS STOCK FACILITY
------------- ----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue................. $16,241 $ -- $5,293 $12,522 $ -- $ --
Station operating
expenses.................. 12,679 (573)(a) 2,710 8,057 -- --
Depreciation and
amortization.............. 2,208 2,278(b) 2,037 5,821 -- --
Corporate general and
administrative............ 454 (788)(c) -- -- -- --
------- ------- ------ ------- ------- -------
Operating expenses........ 15,341 917 4,747 13,878 -- --
------- ------- ------ ------- ------- -------
Operating income (loss)..... 900 (917) 546 (1,356) -- --
Interest expense............ 10,375 (708)(d) 591 5,869 (7,298)(e) (6,730)
------- ------- ------ ------- ------- -------
Income (loss) before income
taxes..................... (9,475) (209) (45) (7,225) 7,298 6,730
Income taxes (benefit)...... -- (519) -- -- -- --
Dividend requirement for
exchangeable preferred
stock..................... -- -- -- -- (7,225)(f) --
------- ------- ------ ------- ------- -------
Income (loss) from
continuing operations..... $(9,475) $ 310 $ (45) $(7,225) $ 73 $ 6,730
======= ======= ====== ======= ======= =======
<CAPTION>
OFFERING OF COMPLETED
9-1/4% NOTES TRANSACTIONS
------------ ------------
<S> <C> <C>
Net revenue................. $ -- $ 34,056
Station operating
expenses.................. -- 22,873
Depreciation and
amortization.............. -- 12,344
Corporate general and
administrative............ -- (334)
------- --------
Operating expenses........ -- 34,883
------- --------
Operating income (loss)..... -- (827)
Interest expense............ 2,632 4,731
------- --------
Income (loss) before income
taxes..................... (2,632) (5,558)
Income taxes (benefit)...... -- (519)
Dividend requirement for
exchangeable preferred
stock..................... -- (7,225)
------- --------
Income (loss) from
continuing operations..... $(2,632) $(12,264)
======= ========
</TABLE>
- ---------------
(a) Includes the elimination of $115,000 of expenses to reflect lower fees,
as a percentage of national advertising sales, paid by Citadel
Communications to a national representative for national advertising and
the elimination of $211,000 of local marketing agreement and joint sales
agreement fees related to the Wilkes-Barre/Scranton stations and
$247,000 of expenses associated with the litigation between Citadel
Communications and Tele-Media. Had the Tele-Media acquisition occurred
on January 1, 1997, these expenses would not have been incurred.
(b) Reflects increased depreciation and amortization resulting from the
purchase price allocation.
(c) Reflects the elimination of the management fees paid to affiliates by
Tele-Media of $454,000 and the recording of corporate overhead of
$200,000 which represents Citadel Communications' estimate of the
incremental expense necessary to oversee the Tele-Media stations and the
elimination of $534,000 of expenses associated with the litigation
between Citadel Broadcasting and Tele-Media. Had the 1997 offering of
the 10-1/4% notes and the exchangeable preferred stock and the
Tele-Media acquisition occurred on January 1, 1997, these expenses would
not have been incurred.
(d) Reflects the elimination of Tele-Media interest expense of $5.5 million
and the recording of interest expense of $4.8 million that would have
been incurred if the acquisition of Tele-Media had occurred on January
1, 1997.
(e) Reflects the reduction of Citadel Communications' pro forma interest
expense, the recording of interest expense related to the 10-1/4% notes
and recording of the amortization of deferred financing costs of $3.3
million related to the 10-1/4% notes.
(f) Reflects the recording of the dividends related to the exchangeable
preferred stock as if the 1997 offerings of the 10-1/4% notes and the
exchangeable preferred stock had taken place on January 1, 1997.
-11-
<PAGE> 13
(2) ADJUSTMENTS FOR PENDING ACQUISITIONS AND PENDING DISPOSITION. The data
in the Adjustments for Pending Acquisitions and Pending Disposition represent
the net effect of the following transactions as if each had taken place on
January 1, 1997:
-- the acquisition of KQXL-FM, WXOK-AM, WEMX-FM, WKJN-FM, WIBR-AM in
Baton Rouge and KFXZ-FM, KRRQ-FM, KNEK-AM and KNEK-FM in Lafayette,
-- the acquisition of WHYL-AM and WHYL-FM in Harrisburg/Carlisle,
-- the 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, and
-- the disposition 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, KTHK-FM and KFLD-AM in Tri-Cities, KCTR-FM, KKBR-FM,
KBBB-FM, KMHK-FM and KBUL-AM in Billings, WQKK-FM and WGLU-FM in
Johnstown and WQWK-FM, WNCL-FM, WRSC-AM and WBLF-AM in State College.
Depreciation and amortization for such acquisitions are based upon
preliminary allocations of the purchase price to property and equipment and
intangible assets which will be amortized over periods of 1-25 years. 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.
The table below provides a breakdown of the components in the Adjustments
for Pending Acquisitions and Pending Disposition column. As you review this
table, you should note that dollars in the table are shown in thousands.
<TABLE>
<CAPTION>
CHARLESTON/ PENDING
BATON ROUGE/ BINGHAMTON/ ACQUISITIONS
LAFAYETTE CARLISLE MUNCIE/KOKOMO PENDING AND PENDING
ACQUISITION ACQUISITION ACQUISITION DISPOSITION ADJUSTMENTS DISPOSITION
------------ ----------- ------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue....................... $ 4,368 $ 670 $11,052 $(10,750) $ -- $ 5,340
Station operating
expenses........................ 3,323 392 8,156 (9,564) (287)(a) 2,020
Depreciation and amortization..... 2,380 223 4,025 (916) -- 5,712
Corporate general and
administrative.................. -- -- -- (113) 1,200(b) 1,087
------- ------ ------- -------- ----- --------
Operating expenses.............. 5,703 615 12,181 (10,593) 913 8,819
Operating income (loss)........... (1,335) 55 (1,129) (157) (913) (3,479)
Interest expense.................. 2,088 285 3,797 (1,645) -- 4,525
------- ------ ------- -------- ----- --------
Income (loss) before income
taxes........................... (3,423) (230) (4,926) 1,488 (913) (8,004)
Income taxes (benefit)............ (347) -- -- -- -- (347)
------- ------ ------- -------- ----- --------
Income (loss) from continuing
operations...................... $(3,076) $ (230) $(4,926) $ 1,488 $(913) $ (7,657)
======= ====== ======= ======== ===== ========
</TABLE>
- ---------------
(a) Includes the elimination of $155,000 of expenses to reflect lower fees,
as a percentage of national advertising sales, paid by Citadel
Communications to a national representative for national advertising and
the elimination of $132,000 of station management expenses.
(b) Reflects increased corporate overhead to administer additional stations.
-12-
<PAGE> 14
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
CITADEL ADJUSTMENTS FOR
BROADCASTING PENDING
ACTUAL ADJUSTMENTS FOR AS ADJUSTED FOR ACQUISITIONS PRO FORMA
CITADEL COMPLETED COMPLETED AND PENDING CITADEL
COMMUNICATIONS TRANSACTIONS TRANSACTIONS DISPOSITION COMMUNICATIONS
-------------- --------------- --------------- --------------- --------------
<S> <C> <C> <C> <C> <C>
Net revenue....................... $ 89,803 $ 36,566 $126,369 $ 8,418 $134,787
Station operating expenses........ 65,245 23,161 88,406 2,511 90,917
Depreciation and amortization..... 14,661 14,156 28,817 7,616 36,433
Corporate general and
administrative.................. 3,530 (334) 3,196 1,450 4,646
-------- -------- -------- -------- --------
Operating expenses........... 83,436 36,983 120,419 11,577 131,996
-------- -------- -------- -------- --------
Operating income (loss)........... 6,367 (417) 5,950 (3,159) 2,791
Interest expense.................. 12,873 5,227 18,100 6,033 24,133
Other (income) expense, net....... (451) -- (451) -- (451)
-------- -------- -------- -------- --------
Income (loss) before income
taxes........................... (6,055) (5,644) (11,699) (9,192) (20,891)
Income taxes (benefit)............ (770) (1,048) (1,818) (463) (2,281)
Dividend requirement for
exchangeable preferred stock.... (6,633) (7,225) (13,858) -- (13,858)
-------- -------- -------- -------- --------
Income (loss) from continuing
operations applicable to common
shares.......................... $(11,918) $(11,821) $(23,739) $ (8,729) $(32,468)
======== ======== ======== ======== ========
</TABLE>
In reviewing the information contained in the table above, you should note
the following:
(1) ADJUSTMENTS FOR COMPLETED TRANSACTIONS. The data in the Adjustments for
Completed Transactions column represent the net effect of the following
transactions as if each had taken place on January 1, 1997:
-- the acquisition of Tele-Media Broadcasting Company,
-- the acquisitions of KENZ-FM, KBER-FM, KBEE-FM and KFNZ-AM in Salt
Lake City,
-- the acquisition of KNHK-FM in Reno,
-- the acquisition of KTHK-FM in Tri-Cities,
-- the acquisitions of WXEX-FM and WHKK-FM in Providence,
-- the acquisitions of KARN-AM, KARN-FM, KKRN-FM, KRNN-AM, KIPR-FM,
KOKY-FM, KLAL-FM, KLIH-AM, KURB-FM, KVLO-FM and a station that is
not yet operational, KAFN-FM, in Little Rock,
-- the acquisition of WLEV-FM in Allentown/Bethlehem,
-- the disposition of WEST-AM in Allentown/Bethlehem,
-- the acquisitions of WEMR-AM, WEMR-FM, WCTP-FM, WCTD-FM and
WCDL-AM in Wilkes-Barre/Scranton,
-- the acquisitions of KQFC-FM, KKGL-FM, KBOI-AM, KIZN-FM and
KZMG-FM in Boise,
-13-
<PAGE> 15
-- the disposition of WQCY-FM, WMOS-FM, WBJR-FM and WTAD-AM in
Quincy,
-- the acquisition of KAAY-AM and the disposition of KRNN-AM in
Little Rock,
-- the acquisition of WKQZ-FM, WMJK-FM, WMJA-FM, WIOG-FM, WGER-FM
and WSGW-AM in Saginaw/Bay City,
-- the completion of the 1997 offerings of the 10-1/4% notes and the
exchangeable preferred stock and the use of the net proceeds from
these offerings,
-- the repayment of outstanding borrowings under Citadel
Broadcasting's credit facility with the proceeds from Citadel
Communications' initial public offering, and
-- the completion of the offering of the 9-1/4% notes and the use of
the net proceeds from the that offering.
Net revenue and station expenses for stations operated under local
marketing agreements are included in Citadel Communications' historical
consolidated financial statements. For those stations operated under joint sales
agreements or local marketing agreements 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, 1997.
The table below provides a breakdown of the components in the Adjustments
for Completed Transactions column. As you review this table, you should note the
following:
-- Dollars in the table below are shown in thousands,
-- The data in the Actual Tele-Media column represent the unaudited
historical results of Tele-Media for the period January 1, 1997
through July 3, 1997, including the historical operating results
of Wilkes-Barre/Scranton stations acquired by Tele-Media in
February and April 1997 which had been operated under local
marketing and joint sales agreements since December 1996. The
operating results of Tele-Media are included in Citadel
Communications' results of operations beginning July 4, 1997, the
date of acquisition,
-- The data in the 1997 Little Rock Acquisitions column reflect the
acquisitions of KARN-AM, KARN-FM, KKRN-FM, KRNN-AM, KIPR-FM,
KOKY-FM, KLAL-FM, KLIH-AM, KURB-FM, KVLO-FM and a station that is
not yet operational, KAFN-FM, in Little Rock,
-- The data in the Other Transactions column give effect to the
following transactions as if each had taken place on January 1,
1997:
-- the acquisitions of KENZ-FM, KBER-FM, KBEE-FM and KFNZ-AM in
Salt Lake City, KNHK-FM in Reno, KTHK-FM in Tri-Cities,
WXEX-FM and WHKK-FM in Providence, WLEV-FM in
Allentown/Bethlehem, WEMR-AM, WEMR-FM, WCTP-FM, WCTD-FM and
WCDL-AM in Wilkes-Barre/Scranton, KQFC-FM, KKGL-FM, KBOI-AM,
KIZN-FM and KZMG-FM in Boise, and WKQZ-FM, WMJK-FM, WMJA-FM,
WIOG-FM, WGER-FM and WSGW-AM in Saginaw/Bay City,
-- the disposition of WEST-AM in Allentown/Bethlehem and
WQCY-FM, WMOS-FM, WBJR-FM and WTAD-AM in Quincy, and
-- the acquisition of KAAY-AM and the disposition of KRNN-AM in
Little Rock, and
-14-
<PAGE> 16
-- The data in the Offering of 9-1/4% Notes column reflect the
recording of the net increase in interest expense and the
amortization of deferred financing costs of $4.0 million related
to the 9-1/4% notes.
<TABLE>
<CAPTION>
OFFERINGS
OF 10-1/4%
ADJUSTMENTS NOTES AND
FOR 1997 EXCHANGEABLE REPAYMENT OFFERING
ACTUAL TELE-MEDIA LITTLE ROCK OTHER PREFERRED OF CREDIT OF
TELE-MEDIA ACQUISITION ACQUISITIONS TRANSACTIONS STOCK FACILITY 9-1/4% NOTES
---------- ----------- ------------ ------------ ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenue............. $16,241 $ -- $ 5,596 $14,729 $ -- $ -- $ --
Station operating
expenses.............. 12,679 (573)(a) 2,835 8,220 -- -- --
Depreciation and
amortization.......... 2,208 2,278(b) 2,358 7,312 -- -- --
Corporate general and
administrative........ 454 (788)(c) -- -- -- -- --
------- ------ ------- ------- ------- ------- -------
Operating
expenses............ 15,341 917 5,193 15,532 -- -- --
------- ------ ------- ------- ------- ------- -------
Operating income
(loss)................ 900 (917) 403 (803) -- -- --
Interest expense........ 10,375 (708)(d) 591 7,732 (7,298)(e) (8,974)(g) 3,509
------- ------ ------- ------- ------- ------- -------
Income (loss) before
income taxes.......... (9,475) (209) (188) (8,535) 7,298 8,974 (3,509)
Income taxes
(benefit)............. -- (519) (225) (304) -- -- --
Dividend requirement for
exchangeable preferred
stock................. -- -- -- -- (7,225)(f) -- --
------- ------ ------- ------- ------- ------- -------
Income (loss) from
continuing
operations............ $(9,475) $ 310 $ 37 $(8,231) $ 73 $ 8,974 $(3,509)
======= ====== ======= ======= ======= ======= =======
<CAPTION>
COMPLETED
TRANSACTIONS
------------
<S> <C>
Net revenue............. $ 36,566
Station operating
expenses.............. 23,161
Depreciation and
amortization.......... 14,156
Corporate general and
administrative........ (334)
--------
Operating
expenses............ 36,983
--------
Operating income
(loss)................ (417)
Interest expense........ 5,227
--------
Income (loss) before
income taxes.......... (5,644)
Income taxes
(benefit)............. (1,048)
Dividend requirement for
exchangeable preferred
stock................. (7,225)
--------
Income (loss) from
continuing
operations............ $(11,821)
========
</TABLE>
- ---------------
(a) Includes the elimination of $115,000 of expenses to reflect lower fees,
as a percentage of national advertising sales, paid by Citadel
Communications to a national representative for national advertising,
the elimination of $211,000 of local marketing agreement and joint sales
agreement fees related to the Wilkes-Barre/Scranton stations and the
elimination of $247,000 of expenses associated with the litigation
between Citadel Communications and Tele-Media. Had the Tele-Media
acquisition occurred on January 1, 1997, these expenses would not have
been incurred.
(b) Reflects increased depreciation and amortization resulting from the
purchase price allocation.
(c) Reflects the elimination of the management fees paid to affiliates by
Tele-Media of $454,000 and the recording of corporate overhead of
$200,000 which represents Citadel Communications' estimate of the
incremental expense necessary to oversee the Tele-Media stations and the
elimination of $534,000 of expenses associated with the litigation
between Citadel Broadcasting and Tele-Media. Had the 1997 offerings of
the 10-1/4 notes and the exchangeable preferred stock and the Tele-Media
acquisition occurred on January 1, 1997, these expenses would not have
been incurred.
(d) Reflects the elimination of Tele-Media interest expense of $5.5 million
and the recording of interest expense of $4.8 million that would have
been incurred if the acquisition of Tele-Media had occurred on January
1, 1997.
(e) Reflects the reduction of Citadel Communications' pro forma interest
expense, the recording of interest expense related to the 10-1/4% notes
and the amortization of deferred financings costs of $3.3 million
related to the 10-1/4% notes.
(f) Reflects the recording of the dividends on the exchangeable preferred
stock as if the 1997 offerings of the 10-1/4% notes and the exchangeable
preferred stock had taken place on January 1, 1997.
(g) Reflects the reduction of interest expense due to the pay down of
Citadel Communications' credit facility with the proceeds received from
Citadel Communications Corporation's initial public offering.
-15-
<PAGE> 17
(2) ADJUSTMENTS FOR PENDING ACQUISITIONS AND PENDING DISPOSITION. The data
in the Adjustments for Pending Acquisitions and Pending Disposition column
represent the net effect of the following transactions as if each had taken
place on January 1, 1997:
-- the acquisition of KQXL-FM, WXOK-AM, WEMX-FM, WKJN-FM, WIBR-AM in
Baton Rouge and KFXZ-FM, KRRQ-FM, KNEK-AM and KNEK-FM in
Lafayette,
-- the acquisition of WHYL-AM and WHYL-FM in Harrisburg/Carlisle,
-- the 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, and
-- the disposition 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, KTHK-FM and KFLD-AM in
Tri-Cities, KCTR-FM, KKBR-FM, KBBB-FM, KMHK-FM and KBUL-AM in
Billings, WQKK-FM and WGLU-FM in Johnstown and WQWK-FM, WNCL-FM,
WRSC-AM and WBLF-AM in State College.
Depreciation and amortization for the acquisitions are based upon
preliminary allocations of the purchase price to property and equipment and
intangible assets which will be amortized over periods of 1- 25 years. 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.
The table below provides a breakdown of the components in the Adjustments
for Pending Acquisitions and Pending Disposition column. As you review this
table, you should note that dollars in the table are shown in thousands.
<TABLE>
<CAPTION>
CHARLESTON/ PENDING
BATON ROUGE/ BINGHAMTON/ ACQUISITIONS
LAFAYETTE CARLISLE MUNCIE/KOKOMO PENDING AND PENDING
ACQUISITION ACQUISITION ACQUISITION DISPOSITION ADJUSTMENTS DISPOSITION
------------ ----------- ------------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Net revenue...................... $ 6,064 $ 899 $16,002 $(14,547) $ -- $ 8,418
Station operating expenses....... 4,649 528 10,917 (13,203) (380)(a) 2,511
Depreciation and amortization.... 3,173 297 5,367 (1,221) -- 7,616
Corporate general and
administrative................. -- -- -- (150) 1,600(b) 1,450
------- ------ ------- -------- ------- -------
Operating expenses............. 7,822 825 16,284 (14,574) 1,220 11,577
Operating income (loss).......... (1,758) 74 (282) 27 (1,220) (3,159)
Interest expense................. 2,784 380 5,063 (2,194) -- 6,033
------- ------ ------- -------- ------- -------
Income (loss) before income
taxes.......................... (4,542) (306) (5,345) 2,221 (1,220) (9,192)
Income taxes (benefit)........... (463) -- -- -- -- (463)
------- ------ ------- -------- ------- -------
Income (loss) from continuing
operations..................... $(4,079) $ (306) $(5,345) $ 2,221 $(1,220) $(8,729)
======= ====== ======= ======== ======= =======
</TABLE>
- ---------------
(a) Includes the elimination of $204,000 of expenses to reflect lower fees,
as a percentage of national advertising sales, paid by Citadel
Communications to a national representative for national advertising and
the elimination of $176,000 of station management expenses.
(b) Reflects increased corporate overhead to administer additional stations.
-16-
<PAGE> 18
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
BALANCE SHEET
SEPTEMBER 30, 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
ACQUISITION OF ADJUSTMENTS FOR
KAAY-AM PENDING
ACTUAL ADJUSTMENTS AND SAGINAW/ ACQUISITIONS ADJUSTMENTS
CITADEL FOR THE DISPOSITION OF BAY CITY AND PENDING FOR OFFERING OF
COMMUNICATIONS QUINCY SALE KRNN-AM ACQUISITION DISPOSITION 9-1/4% NOTES
-------------- ----------- -------------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Cash and cash
equivalents.......... $ 7,407 $ -- $(4,909) $ -- $(17,000) $ 21,774
Accounts and notes
receivable, net...... 32,044 250 80 -- 1,000 --
Prepaid expenses....... 3,287 -- -- -- -- --
-------- ------- ------- -------- -------- --------
Total current assets... 42,738 250 (4,829) -- (16,000) 21,774
Property and equipment,
net.................. 36,834 (375) 220 5,000 5,324 --
Intangible assets,
net.................. 290,405 (1,087) 4,620 30,000 100,404 --
Other assets........... 3,376 -- -- -- (1) 4,000(1)
-------- ------- ------- -------- -------- --------
$373,353 $(1,212) $ 11 $ 35,000 $ 89,727 $ 25,774
======== ======= ======= ======== ======== ========
LIABILITIES AND
SHAREHOLDER'S EQUITY
Accounts payable and
accrued
liabilities.......... $ 11,399 $ -- $ 11 $ -- $ -- $ --
Current maturities of
other long-term
obligations.......... 282 -- -- -- (12) --
-------- ------- ------- -------- -------- --------
Total current
liabilities.......... 11,681 -- 11 -- (12) --
-------- ------- ------- -------- -------- --------
Notes payable, less
current maturities... 18,726 (2,000) -- 35,000 71,500 (89,226)(2)
10-1/4% Notes.......... 98,461 -- -- -- -- --
9-1/4% Notes........... -- -- -- -- -- 115,000
Other long-term
obligations, less
current maturities... 1,011 -- -- -- 1,485 --
Deferred tax
liability............ 25,306 -- -- -- 6,949 --
Exchangeable preferred
stock................ 112,965 -- -- -- -- --
Shareholder's equity:
Common stock and
additional paid-in
capital........... 140,235 -- -- -- -- --
Accumulated
deficit........... (35,032) 788 -- -- 9,805 --
-------- ------- ------- -------- -------- --------
$373,353 $(1,212) $ 11 $ 35,000 $ 89,727 $ 25,774
======== ======= ======= ======== ======== ========
<CAPTION>
PRO FORMA
CITADEL
COMMUNICATIONS
--------------
<S> <C>
ASSETS
Cash and cash
equivalents.......... $ 7,272
Accounts and notes
receivable, net...... 33,374
Prepaid expenses....... 3,287
--------
Total current assets... 43,933
Property and equipment,
net.................. 47,003
Intangible assets,
net.................. 424,342
Other assets........... 7,375
--------
$522,653
========
LIABILITIES AND
SHAREHOLDER'S EQUITY
Accounts payable and
accrued
liabilities.......... $ 11,410
Current maturities of
other long-term
obligations.......... 270
--------
Total current
liabilities.......... 11,680
--------
Notes payable, less
current maturities... 34,000
10-1/4% Notes.......... 98,461
9-1/4% Notes........... 115,000
Other long-term
obligations, less
current maturities... 2,496
Deferred tax
liability............ 32,255
Exchangeable preferred
stock................ 112,965
Shareholder's equity:
Common stock and
additional paid-in
capital........... 140,235
Accumulated
deficit........... (24,439)
--------
$522,653
========
</TABLE>
- ---------------
(1) Reflects the discount to Prudential Securities Incorporated and BT Alex.
Brown Incorporated, the initial purchasers of the 9-1/4% notes, and the
expenses of the offering of the 9-1/4% notes.
-17-
<PAGE> 19
(2) Reflects the repayment of borrowings under Citadel Communications' credit
facility.
In reviewing the information contained in the table above, you should note
the following:
(1) ADJUSTMENTS FOR PENDING ACQUISITIONS AND PENDING DISPOSITION. The data
in the Adjustments for Pending Acquisitions and Pending Disposition column
represent the net effect of the following transactions as if each had taken
place on September 30, 1998:
-- the acquisition of KQXL-FM, WXOK-AM, WEMX-FM, WKJN-FM, WIBR-AM in
Baton Rouge and KFXZ-FM, KRRQ-FM, KNEK-AM and KNEK-FM in
Lafayette,
-- the acquisition of WHYL-AM and WHYL-FM in Harrisburg/Carlisle,
-- the 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, and
-- the disposition 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, KTHK-FM and KFLD-AM in
Tri-Cities, KCTR-FM, KKBR-FM, KBBB-FM, KMHK-FM and KBUL-AM in
Billings, WQKK-FM and WGLU-FM in Johnstown and WQWK-FM, WNCL-FM,
WRSC-AM and WBLF-AM in State College.
(2) ADJUSTMENTS FOR THE OFFERING OF 9-1/4% NOTES. The data in the
Adjustments for the Offering of 9-1/4% Notes column represent the issuance of
the 9-1/4% notes and the application of the net proceeds from the offering of
the 9-1/4% notes.
-18-
<PAGE> 20
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CITADEL COMMUNICATIONS
CORPORATION
February 17, 1999 /s/ Lawrence R. Wilson
- ----------------------------- -------------------------------------
Lawrence R. Wilson, Chairman,
Chief Executive Officer and President
-19-
<PAGE> 21
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
10.1 Thirteenth Amendment to Loan Instruments dated as of January
4, 1999 among Citadel Broadcasting Company, Citadel License,
Inc., Citadel Communications Corporation, FINOVA Capital
Corporation and the Lenders party thereto (incorporated by
reference to Exhibit 10.32 to Citadel Broadcasting Company's
Amendment No. 1 to Registration Statement No.
333-69009 on Form S-4)
10.2 Fourteenth Amendment to Loan Instruments dated as of February
9, 1999 among Citadel Broadcasting Company, Citadel License,
Inc., Citadel Communications Corporation, FINOVA Capital
Corporation and the Lenders party thereto (incorporated by
reference to Exhibit 10.33 to Citadel Broadcasting Company's
Amendment No. 3 to Registration Statement No.
333-69009 on Form S-4)
