<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission file number: 000-24515
CITADEL COMMUNICATIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 86-0748219
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
City Center West, Suite 400,
7201 West Lake Mead Blvd., Las Vegas, Nevada 89128
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 804-5200
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No __
--------------------------------------------------------------------------------
As of August 2, 2000, there were 36,917,273 shares of common stock, $.001
par value per share, outstanding.
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Citadel Communications Corporation
Form 10-Q
June 30, 2000
Index
PAGE
----
Part I
Item 1 - Financial Statements 3
Item 2 - Management's Discussion and Analysis of Financial
Condition And Results of Operations 10
Item 3 - Qualitative and Quantitative Disclosures about
Market Risk 21
Part II
Item 4 - Submission of Matters to a Vote of Security Holders 22
Item 6 - Exhibits and Reports on Form 8-K 23
FORWARD-LOOKING INFORMATION
Certain matters in this Form 10-Q, including, without limitation, certain
matters discussed in Management's Discussion and Analysis of Financial Condition
and Results of Operations and in Quantitative and Qualitative Disclosures about
Market Risk, constitute "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. Forward-looking statements are
typically identified by the words "believes," "expects," "anticipates," and
similar expressions. In addition, any statements that refer to expectations or
other characterizations of future events or circumstances are forward-looking
statements. Readers are cautioned that any such forward-looking statements are
not guarantees of future performance and that matters referred to in such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause actual results, performance or achievements of
Citadel Communications Corporation to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the impact
of current or pending legislation and regulation, antitrust considerations and
other risks and uncertainties, as well as those matters discussed under the
caption "Risk Factors" in Management's Discussion and Analysis of Financial
Condition and Results of Operations. Citadel Communications Corporation
undertakes no obligation to publicly update or revise these forward-looking
statements because of new information, future events or otherwise.
2
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CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
2000 1999
---- ----
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 6,610 $ 17,981
Accounts receivable, less allowance for doubtful
accounts of $2,880 in 2000 and $2,443 in 1999 67,402 52,728
Due from related parties 235 236
Income taxes receivable 404 226
Prepaid expenses and other current assets 4,487 2,708
Net assets of discontinued operations 2,350 2,275
----------- -----------
Total current assets 81,488 76,154
Property and equipment, net 90,783 68,035
Intangible assets, net 939,809 538,664
Restricted cash 2,000 26,192
Other assets 7,105 7,568
----------- -----------
$ 1,121,185 $ 716,613
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,314 $ 1,696
Accrued liabilities 14,263 13,344
Current maturities of notes payable -- 5,495
Current maturities of other long-term obligations 842 842
----------- -----------
Total current liabilities 17,419 21,377
Notes payable 280,000 132,000
Senior subordinated notes payable, net of discount 210,734 210,509
Other long-term obligations, less current maturities 2,744 2,516
Deferred tax liability 77,692 45,640
Exchangeable preferred stock 89,818 85,362
Shareholders' equity:
Common stock, $.001 par value; authorized 200,000,000 shares, issued
and outstanding; 36,915,773 and 31,831,212 shares as of June
30, 2000 and December 31, 1999, respectively 37 32
Additional paid-in capital 517,131 287,711
Deferred compensation (20,681) (26,924)
Accumulated deficit (53,709) (41,610)
----------- -----------
Total shareholders' equity 442,778 219,209
----------- -----------
$ 1,121,185 $ 716,613
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
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CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT FOR SHARES AND PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gross broadcasting revenue $ 75,618 $ 45,728 $ 126,311 $ 80,148
Less agency commissions (7,406) (4,442) (11,962) (7,670)
------------ ------------ ------------ ------------
Net broadcasting revenue 68,712 41,286 114,349 72,478
Operating expenses:
Station operating expenses 39,659 25,928 72,490 49,285
Depreciation and amortization 15,913 7,784 28,518 14,467
Corporate general and administrative 2,355 1,340 4,382 2,774
Non-cash deferred compensation 3,248 56 6,455 112
------------ ------------ ------------ ------------
Operating expenses 61,175 35,108 111,845 66,638
Operating income 7,037 6,178 2,504 5,840
Nonoperating expenses (income):
Interest expense 8,885 5,738 17,633 11,482
Interest income (1,476) (319) (3,484) (1,137)
Other (income) expense, net 37 240 (14) 397
------------ ------------ ------------ ------------
Nonoperating expenses, net 7,446 5,659 14,135 10,742
Income (loss) from continuing operations
before income taxes (409) 519 (11,631) (4,902)
Income tax (benefit) (572) (485) (1,307) (903)
------------ ------------ ------------ ------------
Net income (loss) from continuing operations 163 1,004 (10,324) (3,999)
Loss from discontinued operations,
net of tax (373) (331) (937) (510)
Loss on disposal of discontinued operations,
net of tax (838) -- (838) --
------------ ------------ ------------ ------------
Net income (loss) (1,048) 673 (12,099) (4,509)
Dividend requirement for exchangeable
preferred stock 2,867 4,013 5,832 8,025
------------ ------------ ------------ ------------
Net loss applicable to common shares $ (3,915) $ (3,340) $ (17,931) $ (12,534)
============ ============ ============ ============
Basic and diluted net loss per
common share $ (0.11) $ (0.13) $ (0.50) $ (0.48)
============ ============ ============ ============
Weighted average common shares
outstanding 36,860,370 26,463,744 35,719,227 26,128,579
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
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CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss $ (1,048) $ 673 $(12,099) $ (4,509)
Other comprehensive income:
Unrealized gain on hedging contract, net of tax -- 137 -- 184
-------- -------- -------- --------
Comprehensive loss $ (1,048) $ 810 $(12,099) $ (4,325)
======== ======== ======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
5
<PAGE> 6
CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
--------------------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (12,099) $ (4,509)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 28,518 14,467
Amortization of debt issuance costs and debt discounts 629 496
Amortization of deferred revenue (150) --
Bad debt expense 3,061 1,344
Deferred tax benefit (1,711) (1,062)
Deferred compensation 6,455 112
Gain on sale of assets (50) --
Changes in assets and liabilities, net of acquisitions:
Increase in accounts receivable and notes
receivable from related parties (11,982) (6,577)
Increase in prepaid expenses and other current assets (1,388) (1,107)
Increase in other assets (30) (13)
Increase (decrease) in accounts payable 320 (2,379)
Increase in accrued liabilities 19 690
Decrease in net assets of discontinued operations 758 243
--------- ---------
Net cash provided by operating activities 12,350 1,705
Cash flows from investing activities:
Capital expenditures (2,842) (10,639)
Capitalized acquisition costs (784) (708)
Proceeds from sale of assets 101 --
Cash held in escrow for future acquisitions (400) --
Cash paid to acquire stations (394,220) (164,139)
Capital expenditures for discontinued operations (833) (773)
--------- ---------
Net cash used in investing activities (398,978) (176,259)
Cash flows from financing activities:
Proceeds received from stock offering 234,840 140,400
Payment of costs related to stock offering (838) (580)
Proceeds from exercise of stock options 1,596 1,265
Proceeds from notes payable 160,000 --
Principal payments on notes payable (12,000) --
Repurchase of exchangeable preferred stock, including premium (1,678) --
Principal payments on other long-term obligations (5,758) (158)
Payment of debt issuance costs (905) (544)
--------- ---------
Net cash provided by financing activities 375,257 140,383
Net decrease in cash and cash equivalents (11,371) (34,171)
Cash and cash equivalents, beginning of period 17,981 102,655
--------- ---------
Cash and cash equivalents, end of period $ 6,610 $ 68,484
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
6
<PAGE> 7
CITADEL COMMUNICATIONS CORPORATION AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) General
Citadel Communications Corporation ("Citadel Communications") was formed March
24, 1993 as a Nevada corporation and is a holding company, which owns all of the
issued and outstanding common stock of Citadel Broadcasting Company ("Citadel
Broadcasting"). Citadel Broadcasting owns and operates radio stations and holds
Federal Communication Commission licenses in Arkansas, California, Colorado,
Connecticut, Idaho, Illinois, Indiana, Louisiana, Maine, Massachusetts,
Michigan, Nevada, New Hampshire, New Jersey, New Mexico, New York, Oklahoma,
Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah and Washington and
has entered into a local marketing agreement for the stations it owns in Texas.
In addition, Citadel Broadcasting owns and operates an internet service
provider, offering its subscribers a variety of services, including electronic
mail and access to the internet. In December 1999, Citadel Broadcasting decided
to discontinue its internet operations (see further discussion at Note (6)).
(2) Basis of Presentation
The accompanying unaudited consolidated financial statements of Citadel
Communications Corporation and Subsidiary (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments, consisting
of normal recurring accruals, considered necessary for a fair presentation have
been included. Operating results for the six months ended June 30, 2000 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. For further information, refer to the consolidated financial
statements and notes thereto included in Citadel Communications Corporation's
Annual Report on Form 10-K for the year ended December 31, 1999.
(3) Recent Transactions
On February 10, 2000, the Company acquired radio station WXLO-FM in Worcester,
Massachusetts and entered into a local marketing agreement, pending acquisition,
with respect to radio station WORC-FM, also in Worcester. On April 7, 2000, the
Company completed the acquisition of WORC-FM and terminated the local marketing
agreement. The purchase price for WXLO-FM and WORC-FM was approximately $24.5
million. The acquisitions were accounted for using the purchase method of
accounting.
On March 31, 2000, the Company acquired two FM and two AM radio stations in
Lafayette, Louisiana for the purchase price of approximately $8.5 million. The
acquisition was accounted for using the purchase method of accounting.
On April 6, 2000, the Company acquired one AM radio station in Albuquerque, New
Mexico in exchange for one AM radio station in Albuquerque owned by the Company
and approximately $5.4 million in cash. The assets exchanged consist primarily
of the FCC licenses and radio towers. The acquisition was accounted for using
the purchase method of accounting.
On April 6, 2000, Citadel Broadcasting repurchased approximately 14,900 shares
of its issued and outstanding 13 1/4% Exchangeable Preferred Stock at a price of
$112.75 per share for a total of approximately $1.7 million. Available working
capital was used to complete the April 6, 2000 repurchase and Citadel
Broadcasting received a waiver from the lenders under its credit facility to
permit the repurchase.
7
<PAGE> 8
On April 15, 2000, the Company completed its acquisition from Broadcasting
Partners Holdings, L.P. of a total of 23 FM and 12 AM radio stations serving the
markets of Buffalo/Niagara Falls, Syracuse and Ithaca, New York; Atlantic
City/Cape May, New Jersey; Tyler/Longview, Texas; Monroe, Louisiana; New London,
Connecticut; New Bedford/Fall River, Massachusetts; and Augusta/Waterville,
Presque Isle and Dennysville/Calais, Maine, as well as the right to operate an
additional FM radio station in Atlantic City/Cape May under a program service
and time brokerage agreement and the right to sell advertising in the United
States for one FM radio station in Niagara Falls, Ontario under a joint sales
agreement. The aggregate purchase price was approximately $189.0 million in
cash. The acquisition was accounted for using the purchase method of accounting.
In addition to the stations and operating rights acquired, the Company was
assigned the rights under a purchase agreement to acquire one additional AM
radio station in Buffalo/Niagara Falls that an affiliate of the seller had
entered into an agreement to purchase. The aggregate consideration paid or to be
paid for this AM radio station is expected to be approximately $0.8 million. The
acquisition will be accounted for using the purchase method of accounting.
On April 18, 2000, the Company acquired one AM radio station serving Salt Lake
City, Utah for approximately $0.6 million in cash. The acquisition was accounted
for using the purchase method of accounting.
On May 9, 2000, the Company entered into a definitive agreement to acquire eight
FM radio stations and three AM radio stations and related assets in Nashville
and Knoxville, Tennessee and Birmingham, Alabama, as well as the right to
operate one additional FM radio station in Knoxville under a long-term local
marketing agreement, for approximately $300.0 million in cash. The acquisition
will be accounted for using the purchase method of accounting.
On May 22, 2000, the Company acquired one AM radio station and one FM radio
station in Worcester, Massachusetts for approximately $0.9 million. The
acquisition was accounted for using the purchase method of accounting.
On June 1, 2000, the Company entered into a local marketing agreement with
Gleiser Communications, LLC with respect to five radio stations owned by the
Company in Tyler, Texas. Under the agreement, Gleiser Communications operates
the stations and receives all revenue and pays all expenses associated with the
stations. The Company receives reimbursement for all reasonable and prudent
operating costs of the stations incurred by the Company, a fee of $15,000 per
month plus 30% of broadcast cash flow (generally defined as station operating
income excluding amortization and depreciation) in excess of the $15,000 dollar
fee. In addition, Gleiser Communications is obligated, except under certain
circumstances, to purchase the radio stations from the Company prior to May 31,
2003. The purchase price ranges from $5.0 million to $6.5 million based on when
the asset purchase agreement is finalized by both parties.
On June 19, 2000, the Company acquired radio station WWFX-FM in Worcester,
Massachusetts for approximately $12.8 million. The acquisition was accounted for
using the purchase method of accounting.
On June 28, 2000, the Company purchased all of the issued and outstanding
capital stock of Bloomington Broadcasting Holdings, Inc. for the aggregate
purchase price of approximately $175.9 million. This amount includes repayment
of indebtedness of Bloomington Broadcasting Holdings that was outstanding at the
time of closing and a deferred obligation relating to a recent radio station
purchase by Bloomington Broadcasting Holdings. Through its subsidiaries,
Bloomington Broadcasting Holdings owned and operated thirteen FM and seven AM
radio stations serving the Grand Rapids, Michigan; Columbia, South Carolina;
Chattanooga, Tennessee; Johnson City/Kingsport/Bristol, Tennessee; and
Bloomington, Illinois markets. The acquisition was accounted for using the
purchase method of accounting.
(4) Stock Offering
On February 11, 2000, Citadel Communications sold 4,750,000 shares of its common
stock at a price of $51.50 per share. The proceeds to the Company from the
offering, net of underwriting discounts and commissions, were approximately
$234.8 million. The proceeds were used to repay a portion of the indebtedness
under the Company's credit facility and to fund acquisitions.
(5) Credit Facility
On February 10, 2000, the Company's credit facility was amended and restated,
increasing the total commitment from $400.0 million to $500.0 million. The
$100.0 million increase was allocated $75.0 million to the revolving loans and
$25.0 million to the term loans.
8
<PAGE> 9
On June 15, 2000, the Company borrowed $160.0 million as revolving loans under
the credit facility. The funds were used to purchase the outstanding stock of
Bloomington Broadcasting Holdings, Inc. As of June 30, 2000, the Company had
$160.0 million outstanding as revolving loans with $31.0 million still available
as revolving loans and $120.0 million outstanding as term loans with $155.0
million still available as term loans under the credit facility. The amount
indicated as still available under the revolving loans has been reduced by
approximately $34.0 million in letters of credit outstanding as of June 30,
2000. The revolving loans bear interest at a rate of 8.4375% until September 15,
2000 and the term loans bear interest at a rate of 8.75% until December 5, 2000.
On June 30, 2000, the Company entered into a one-year interest rate swap
transaction in a notional amount of $25.0 million. The Company will pay a fixed
rate of 7.055% and will receive a variable rate based on LIBOR. The variable
rate will adjust quarterly and the initial rate was set at 6.78%.
(6) Discontinued Operations
In December 1999, the Company's management decided to discontinue the operations
of its internet service provider, eFortress. As a result of this decision, the
Company has adopted a plan for the disposition by sale of eFortress. This plan
includes the sale of subscribers and all related internet service equipment. The
Company is currently negotiating the sale of eFortress, and the Company
anticipates finalizing an agreement by the end of August and completing the sale
by the end of September 2000.
eFortress has been accounted for as a discontinued operation and, accordingly,
its results of operations and financial position are segregated for all periods
in the accompanying consolidated financial statements. The Company has recorded
approximately $0.9 million in net loss from discontinued operations and
approximately $0.8 million in net loss from the disposal of discontinued
operations for the six months ended June 30, 2000, respectively. These losses
represent the Company's estimate of operational losses to be incurred from
eFortress and the expected loss upon the sale of eFortress.
(7) Subsequent Events
On August 1, 2000, the Company acquired four FM and two AM radio stations
serving the Lansing/East Lansing, Michigan market, two FM stations serving the
Saginaw/Bay City/Midland, Michigan market, one FM radio station serving the
Flint, Michigan market, the right to operate one AM radio station serving Flint
under a time brokerage agreement (as well as the right to acquire such station)
and related assets for approximately $120.9 million in cash. The acquisitions
will be accounted for using the purchase method of accounting. As noted, the
Company was assigned the rights under a purchase agreement to acquire one AM
radio station serving Flint. The aggregate consideration paid or to be paid for
this AM radio station, including transaction expenses, is expected to be less
than $0.6 million. At the same time as the completed acquisition, the Company
sold one AM station and two FM stations serving the Saginaw/Bay City/Midland,
Michigan market for approximately $16.1 million.
On July 31, 2000, the Company borrowed $25.0 million as revolving loans and
$74.0 million as term loans under the credit facility. These funds along with
the proceeds received from the sale of three radio stations in Saginaw/Bay
City/Midland, Michigan were used to complete the August 1, 2000 acquisition.
(8) Acquisition Financing
The Company has three transactions currently pending, which if completed, would
result in the purchase of eight FM and five AM radio stations and the right to
operate one station operated under a long-term local marketing agreement. The
total cash required to fund the pending acquisitions is expected to be
approximately $300.5 million. The remaining borrowing capacity of the committed
credit facility, together with working capital funds, will not be sufficient to
fund the pending transactions. If the pending transactions are completed, the
Company will require additional funds of approximately $179.0 million.
The Company's credit facility allows the Company to request up to $300.0 million
in additional term loans, which may be made at the sole discretion of the
lenders. In addition, the Company may need to obtain an amendment to or a waiver
under its credit facility for certain financial ratios due to the additional
indebtedness. The Company believes that the lenders under the credit facility
will provide the additional term loans to complete the pending transactions and
will waive or amend the credit facility with respect to certain financial
ratios. However, there can be no assurance that this will be the case. In
addition, the Company may consider other financing alternatives, such as selling
additional equity or debt securities. Again, there can be no assurance that the
Company could obtain such financing on terms favorable to the Company or at all.
Any sale of additional common or convertible equity or convertible debt
securities would result in additional dilution to Citadel Communications'
stockholders.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Certain matters in this Form 10-Q, including, without limitation, certain
matters discussed in this Management's Discussion and Analysis of Financial
Condition and Results of Operations and in Quantitative and Qualitative
Disclosures about Market Risk, constitute "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. Those statements
include statements regarding the intent, belief or current expectations of
Citadel Communications Corporation and its subsidiary (collectively the
"Company"), its directors or its officers with respect to, among other things,
future events and financial trends affecting the Company.
Forward-looking statements are typically identified by the words "believes,"
"expects," "anticipates," and similar expressions. In addition, any statements
that refer to expectations or other characterizations of future events or
circumstances are forward-looking statements. Readers are cautioned that any
such forward-looking statements are not guarantees of future performance and
that matters referred to in such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause actual results,
performance or achievements of the Company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among other things, the impact
of current or pending legislation and regulation, antitrust considerations and
other risks and uncertainties, as well as those matters discussed under the
caption "Risk Factors" in this Management's Discussion and Analysis of Financial
Condition and Results of Operations. The Company undertakes no obligation to
publicly update or revise these forward-looking statements because of new
information, future events or otherwise.
GENERAL
Citadel Communications Corporation ("Citadel Communications") was formed March
24, 1993 as a Nevada corporation and is a holding company, which owns all of the
issued and outstanding common stock of Citadel Broadcasting Company ("Citadel
Broadcasting"). Citadel Communications and Citadel Broadcasting are collectively
referred to as the "Company." Citadel Broadcasting owns and operates radio
stations and holds Federal Communication Commission licenses in Arkansas,
California, Colorado, Connecticut, Idaho, Illinois, Indiana, Louisiana, Maine,
Massachusetts, Michigan, Nevada, New Hampshire, New Jersey, New Mexico, New
York, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Utah and
Washington and has entered into a local marketing agreement for the stations it
owns in Texas.
In addition, Citadel Broadcasting owns and operates an internet service
provider, offering its subscribers a variety of services, including electronic
mail and access to the internet. In December 1999, Citadel Broadcasting decided
to discontinue its internet operations.
General economic conditions have an impact on the Company's business and
financial results. From time to time the markets in which the Company operates
experience weak economic conditions that may negatively affect the revenue of
the Company. However, management believes that this impact is somewhat mitigated
by the Company's diverse geographical presence. In addition, the Company's
financial results are also dependent on a number of factors, including the
general strength of the local and national economies, population growth, the
ability to provide popular programming, local market and regional competition,
relative efficiency of radio broadcasting compared to other advertising media,
signal strength and government regulation and policies.
In the following analysis, management discusses the Company's broadcast cash
flow. The performance of a radio station group is customarily measured by its
ability to generate broadcast cash flow. The two components of broadcast cash
flow are gross revenue, net of agency commissions, and operating expenses,
excluding depreciation and amortization, corporate general and administrative
expenses and non-cash and non-recurring charges. Barter revenue and barter
expenses are included in broadcast cash flow. Broadcast cash flow assists in
comparing performance on a consistent basis across companies without regard to
depreciation and amortization, which can vary significantly depending on
accounting methods, particularly when acquisitions are involved. Earnings before
interest, taxes, depreciation and amortization, or EBITDA, consists of operating
income (loss) before depreciation and amortization. Although broadcast cash flow
and EBITDA are not measures of performance calculated in accordance with
generally accepted accounting principles, management believes that they are
useful to an investor in evaluating the Company because they are measures widely
used in the broadcasting industry to evaluate a radio company's operating
performance. However, broadcast cash flow and EBITDA should not be considered in
isolation or as substitutes for net income, cash flows from operating activities
and other income or cash flow statement data prepared in accordance with
generally accepted accounting principles as a measure of liquidity or
profitability.
10
<PAGE> 11
The principal source of the Company's revenue is the sale of broadcasting
time on its radio stations for advertising. As a result, the Company's revenue
is affected primarily by the advertising rates its radio stations charge.
Correspondingly, the rates are based upon a station's ability to attract
audiences in the demographic groups targeted by its advertisers, as measured
principally by periodic Arbitron Radio Market Reports. The number of
advertisements that can be broadcast without jeopardizing listening levels, and
the resulting ratings, is limited in part by the format of a particular station.
Each of the Company's stations has a general pre-determined level of on-air
inventory that it makes available for advertising, which may be different at
different times of the day and tends to remain stable over time. Much of the
Company's selling activity is based on demand for its radio stations' on-air
inventory and, in general, the Company responds to this demand by varying prices
rather than by changing the available inventory.
In the broadcasting industry, radio stations often utilize trade or barter
agreements to exchange advertising time for goods or services, such as other
media advertising, travel or lodging, in lieu of cash. The Company recognizes
barter expense upon utilization. The Company has generally sold over 90% of its
advertising time for cash, although this percentage may fluctuate by quarter.
Trade or barter amounts are included in the net broadcasting revenue and are
recognized as advertisements are aired.
The Company's revenue varies throughout the year. As is typical in the radio
broadcasting industry, the Company's first calendar quarter generally produces
the lowest revenue, and the fourth quarter generally produces the highest
revenue.
The primary operating expenses incurred in the ownership and operation of
radio stations include employee salaries and commissions, programming expenses
and advertising and promotional expenses. The Company strives to control these
expenses by working closely with local station management. The Company also
incurs and will continue to incur significant depreciation, amortization and
interest expense as a result of completed and anticipated future acquisitions of
stations and existing and future borrowings.
In December 1999, the Company decided to discontinue the operations of its
internet service provider. As a result of this decision, the Company adopted a
plan for the disposition by sale of the internet service provider. This plan
includes the sale of subscribers and all related internet equipment. The Company
is currently negotiating the sale of eFortress and the Company anticipates
finalizing an agreement by the end of August and completing the sale by the end
of September 2000. However, there can be no assurance that a sale will be
completed as anticipated.
The Company's internet service provider recorded a net loss from
discontinued operations of $0.9 million for the six months ended June 30, 2000
compared to $0.5 million for the six months ended June 30, 1999. In addition,
the Company recorded a loss on disposal of discontinued operations of $0.8
million for the six months ended June 30, 2000. The losses reported in 2000
represent the Company's estimate of operational losses to be incurred from
eFortress and the expected loss upon the sale of eFortress, respectively. The
operations of the internet service provider and the expected loss upon sale of
the internet operations have been segregated and presented as discontinued
operations, net of tax, in the consolidated financial statements.
RESULTS OF OPERATIONS
The Company's unaudited consolidated financial statements tend not to be
directly comparable from period to period due to acquisition activity. The
Company's acquisitions in the first and second quarters of 2000 and during the
year ended 1999, all of which have been accounted for using the purchase method
of accounting, and the results of operations of which have been included since
the date of acquisition, were as follows:
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1999 Acquisitions and Dispositions: WBHT-FM in Wilkes-Barre/Scranton,
Pennsylvania was acquired on January 4, 1999. Prior to the acquisition, the
Company had operated WBHT-FM under a local marketing agreement since July 3,
1997. On February 9, 1999, the Company acquired the assets of 62nd Street
Broadcasting of Saginaw, LLC. The acquisition of these assets included five FM
radio stations and one AM radio station in Saginaw/Bay City, Michigan.
WHYL-AM/FM in Carlisle, Pennsylvania were acquired on February 17, 1999. On
March 17, 1999, the Company acquired all of the outstanding shares of capital
stock of Citywide Communications, Inc. and all of the outstanding warrants to
acquire shares of capital stock of Citywide. In connection with the acquisition,
the Company acquired six FM and three AM radio stations in the Baton Rouge and
Lafayette, Louisiana markets. On April 30, 1999, the Company purchased KVOR-AM
and KTWK-AM in Colorado Springs, Colorado and KEYF-AM/FM in Spokane, Washington.
In addition, the Company exchanged KKLI-FM for KSPZ-FM in Colorado Springs. On
May 3, 1999, the Company acquired WKQV-FM in Wilkes-Barre/Scranton, Pennsylvania
and KWHK-FM in Spokane. On June 30, 1999, the Company acquired substantially all
of the assets of Wicks Broadcast Group Limited Partnership and related entities.
The acquisition of these assets included ten FM and six AM radio stations
serving the Charleston, South Carolina; Binghamton, New York; Muncie, Indiana
and Kokomo, Indiana markets. On August 31, 1999, the Company acquired all of the
outstanding shares of capital stock of Fuller-Jeffrey Broadcasting Companies,
Inc. In connection with the acquisition, the Company acquired ten FM radio
stations in Portsmouth, New Hampshire and Portland, Maine. On November 1, 1999,
the Company acquired KOOJ-FM in Baton Rouge, Louisiana and on November 9, 1999,
the Company sold substantially all of the assets of its 18 FM and seven AM radio
stations in Eugene and Medford, Oregon; Tri-Cities, Washington; Billings,
Montana; and Johnstown and State College, Pennsylvania. On December 23, 1999,
the Company acquired four FM radio stations and one AM radio station in Oklahoma
City, Oklahoma. Brainiac Services, Inc., an internet service provider in
Riverside, Rhode Island, was acquired on March 1, 1999.
2000 First and Second Quarter Acquisitions and Dispositions: WXLO-FM in
Worcester, Massachusetts was acquired on February 10, 2000 and WORC-FM also in
Worcester was acquired on April 7, 2000. WORC-FM was operated under a local
operating agreement from February 10, 2000 until April 7, 2000. On March 31,
2000, the Company acquired two FM and two AM radio stations serving Lafayette,
Louisiana. On April 6, 2000, the Company acquired one AM radio station in
Albuquerque, New Mexico in exchange for one AM radio station in Albuquerque
owned by the Company. On April 15, 2000, the Company completed its acquisition
from Broadcasting Partners Holdings, L.P. of a total of 23 FM and 12 AM radio
stations serving the markets of Buffalo/Niagara Falls, Syracuse and Ithaca, New
York; Atlantic City/Cape May, New Jersey; Tyler/Longview, Texas; Monroe,
Louisiana; New London, Connecticut; New Bedford/Fall River, Massachusetts; and
Augusta/Waterville, Presque Isle and Dennysville/Calais, Maine, as well as the
right to operate an additional FM radio station in Atlantic City/Cape May under
a program service and time brokerage agreement and the right to sell advertising
in the United States for one FM radio station in Niagara Falls, Ontario under a
joint sales agreement. On April 18, 2000, the Company acquired one AM station
serving Salt Lake City, Utah. On May 22, 2000, the Company acquired one AM
station and one FM station in Worcester, Massachusetts, and an additional FM
station in Worcester was acquired on June 19, 2000. On June 28, 2000, the
Company purchased all of the issued and outstanding capital stock of Bloomington
Broadcasting Holdings, Inc. Through its subsidiaries, Bloomington Broadcasting
Holdings owned and operated thirteen FM and seven AM radio stations serving the
Grand Rapids, Michigan; Columbia, South Carolina; Chattanooga, Tennessee;
Johnson City/Kingsport/Bristol, Tennessee; and Bloomington, Illinois markets. On
June 1, 2000, the Company entered into a local marketing agreement with Gleiser
Communications, LLC with respect to five radio stations owned by the Company in
Tyler, Texas. In addition, Gleiser Communications is obligated, except under
certain circumstances, to purchase the radio stations from the Company prior to
May 31, 2003.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30, 1999
NET BROADCASTING REVENUE. Net broadcasting revenue increased $26.9 million
or 65.1% to $68.2 million for the three months ended June 30, 2000 from $41.3
million for the three months ended June 30, 1999, primarily due to the inclusion
of revenue from radio stations acquired after June 30, 1999. Barter revenue,
which is included in net broadcasting revenue, increased $2.3 million to $4.7
million for the three months ended June 30, 2000 from $2.4 million for the same
period in 1999. For markets where the Company operated stations for the full
2000 and 1999 three-month periods, excluding one market in the early stages of
development, net broadcasting revenue for the stations operated by the Company
in such markets improved $5.3 million or 14.9% to $40.8 million in 2000 from
$35.5 million in 1999, primarily due to increased ratings and improved selling
efforts.
STATION OPERATING EXPENSES. Station operating expenses increased $13.8
million or 53.3% to $39.7 million for the three months ended June 30, 2000 from
$25.9 million for the three months ended June 30, 1999. Barter expenses, which
are included in station operating expenses, increased $0.9 million to $2.4
million for the three months ended June 30, 2000 from $1.5 million for the same
period in 1999. The increase in station operating expenses was primarily
attributable to the inclusion of station operating expenses of the radio
stations acquired after June 30, 1999.
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BROADCAST CASH FLOW. As a result of the factors described above, broadcast
cash flow increased $13.2 million or 85.7% to $28.6 million for the three months
ended June 30, 2000 from $15.4 million for the three months ended June 30, 1999.
For markets where the Company operated stations for the full 2000 and 1999
three-month periods, excluding one market in the early stages of development,
broadcast cash flow for the stations operated by the Company in such markets
increased $2.9 million or 20.6% to $17.0 million in 2000 from $14.1 million in
1999. As a percentage of net broadcasting revenue, broadcast cash flow improved
to 41.9% for the three months ended June 30, 2000 compared to 37.3% for the
three months ended June 30, 1999.
CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES (INCLUDES NON-CASH DEFERRED
COMPENSATION). Corporate general and administrative expenses increased $4.2
million or 300.0% to $5.6 million for the three months ended June 30, 2000 from
$1.4 million for the three months ended June 30, 1999. The increase was due
primarily to a $3.2 million increase in non-cash deferred compensation related
to stock options. The remaining increase in corporate general and administrative
expenses is due to increased staffing and associated costs needed to support the
Company's growth.
EBITDA. As a result of the factors described above, EBITDA increased $9.0
million or 64.3% to $23.0 million for the three months ended June 30, 2000 from
$14.0 million for the three months ended June 30, 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $8.1 million or 103.8% to $15.9 million for the three months ended
June 30, 2000 from $7.8 million for the three months ended June 30, 1999,
primarily due to radio station acquisitions completed after June 30, 1999.
INTEREST EXPENSE. Interest expense increased $3.2 million or 56.1% to $8.9
million for the three months ended June 30, 2000 from $5.7 million for the three
months ended June 30, 1999, primarily due to interest expense associated with
increased borrowings and commitment fees under the Company's credit facility
during the second quarter of 2000 as compared to the second quarter of 1999.
INCOME TAX BENEFIT. The income tax benefit for the three months ended June
30, 2000 and 1999 represents the reversal of deferred tax liabilities
established at the date of acquisition due to differences in tax bases and the
financial statement carrying amounts of intangibles and fixed assets acquired in
stock-based acquisitions, offset by state tax expense.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
NET BROADCASTING REVENUE. Net broadcasting revenue increased $41.8 million
or 57.7% to $114.3 million for the six months ended June 30, 2000 from $72.5
million for the six months ended June 30, 1999, primarily due to the inclusion
of revenue from radio stations acquired after June 30, 1999. Barter revenue,
which is included in net broadcasting revenue, increased $3.3 million to $7.9
million for the six months ended June 30, 2000 from $4.6 million for the same
period in 1999. For markets where the Company operated stations for the full
2000 and 1999 six-month periods, excluding one market in the early stages of
development, net broadcasting revenue for stations operated by the Company in
such markets improved $8.5 million or 14.1% to $68.6 million in 2000 from $60.1
million in 1999, primarily due to increased ratings and improved selling
efforts.
STATION OPERATING EXPENSES. Station operating expenses increased $23.2
million or 47.1% to $72.5 million for the six months ended June 30, 2000 from
$49.3 million for the six months ended June 30, 1999. Barter expenses, which are
included in station operating expenses, increased $1.1 million to $4.8 million
for the six months ended June 30, 2000 from $3.7 million for the same period in
1999. The increase in station operating expenses was primarily attributable to
the inclusion of station operating expenses of the radio stations acquired after
June 30, 1999.
BROADCAST CASH FLOW. As a result of the factors described above, broadcast
cash flow increased $18.7 million or 80.6% to $41.9 million for the six months
ended June 30, 2000 from $23.2 million for the six months ended June 30, 1999.
For markets where the Company operated stations for the full 2000 and 1999
six-month periods, excluding one market in the early stages of development,
broadcast cash flow for the stations operated by the Company in such markets
increased $4.4 million or 21.1% to $25.3 million in 2000 from $20.9 million in
1999. As a percentage of net broadcasting revenue, broadcast cash flow improved
to 36.6% for the six months ended June 30, 2000 compared to 32.0% for the six
months ended June 30, 1999.
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CORPORATE GENERAL AND ADMINISTRATIVE EXPENSES (INCLUDES NON-CASH DEFERRED
COMPENSATION). Corporate general and administrative expenses increased $7.9
million or 272.4% to $10.8 million for the six months ended June 30, 2000 from
$2.9 million for the six months ended June 30, 1999. The increase was due
primarily to a $6.3 million increase in non-cash deferred compensation related
to stock options. The remaining increase in corporate general and administrative
expenses is due to increased staffing and associated costs needed to support the
Company's growth.
EBITDA. As a result of the factors described above, EBITDA increased $10.7
million or 52.7% to $31.0 million for the six months ended June 30, 2000 from
$20.3 million for the six months ended June 30, 1999.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased $14.0 million or 96.6% to $28.5 million for the six months ended June
30, 2000 from $14.5 million for the six months ended June 30, 1999, primarily
due to radio station acquisitions completed after June 30, 1999.
INTEREST EXPENSE. Interest expense increased $6.1 million or 53.0% to $17.6
million for the six months ended June 30, 2000 from $11.5 million for the six
months ended June 30, 1999, primarily due to interest expense associated with
increased borrowings and commitment fees under the Company's credit facility
during the first and second quarter of 2000 as compared to the first and second
quarter of 1999.
INCOME TAX BENEFIT. The income tax benefit for the six months ended June 30,
2000 and 1999 represents the reversal of deferred tax liabilities established at
the date of acquisition due to differences in tax bases and the financial
statement carrying amounts of intangibles and fixed assets acquired in
stock-based acquisitions, offset by state tax expense.
LIQUIDITY AND CAPITAL RESOURCES
Liquidity needs have been driven by the Company's acquisition strategy. The
Company's principal liquidity requirements are for acquisition financing, debt
service, working capital and general corporate purposes, including capital
expenditures. The Company's acquisition strategy has required, and is expected
to continue in the foreseeable future to require, a significant portion of the
Company's capital resources. The Company expects that its debt service
obligations within the next twelve months, without regard to further
acquisitions, will be approximately $52.8 million, including approximately $21.0
million for interest on Citadel Broadcasting's 10-1/4% Senior Subordinated Notes
and Citadel Broadcasting's 9-1/4% Senior Subordinated Notes and approximately
$31.8 million for interest on Citadel Broadcasting's credit facility. Citadel
Broadcasting's 13-1/4% Exchangeable Preferred Stock does not require cash
dividends through July 1, 2002.
The Company has financed its past acquisitions through bank borrowings,
sales of equity and debt securities, internally generated funds and proceeds
from asset sales. The Company expects that financing for future acquisitions
will be provided from the same sources.
At June 30, 2000, the Company held approximately $6.6 million in cash and
cash equivalents, $2.0 million in restricted cash and had $186.0 million in
unborrowed availability under Citadel Broadcasting's credit facility, which
amount does not include approximately $34.0 million for outstanding letters of
credit at June 30, 2000.
NET CASH PROVIDED BY OPERATING ACTIVITIES. For the six months ended June 30,
2000, net cash provided by operations increased to $12.4 million from $1.7
million for the comparable 1999 period, primarily due to the inclusion of
operating activities of the radio stations acquired after June 30, 1999.
NET CASH USED IN INVESTING ACTIVITIES. For the six months ended June 30,
2000, net cash used in investing activities, primarily for station acquisitions,
increased to $399.0 million from $176.3 million in the comparable 1999 period.
For further discussion of acquisitions completed in 2000 compared to 1999, see
"Results of Operations" above.
NET CASH PROVIDED BY FINANCING ACTIVITIES. For the six months ended June 30,
2000, net cash provided by financing activities was $375.3 million compared to
$140.4 million in the comparable 1999 period. This increase of $234.9 million is
primarily the result of the 2000 Stock Offering described below and additional
borrowings under the credit facility offset by proceeds of approximately $140.4
million from the Company's 1999 stock offering.
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2000 STOCK OFFERING. On February 11, 2000, the Company sold 4,750,000
shares of its common stock at $51.50 per share (the "2000 Stock Offering"). The
proceeds to the Company from the offering, net of underwriting discounts and
commissions, were approximately $234.8 million. A portion of the proceeds was
used to repay a portion of the indebtedness under Citadel Broadcasting's credit
facility and the remainder has been used to fund radio station acquisitions
during the first and second quarter of 2000.
CREDIT FACILITY. On December 17, 1999, the Company entered into a credit
facility with Credit Suisse First Boston, as the lead arranger, administrative
agent and collateral agent, and the lenders named therein, which provides for
the making to Citadel Broadcasting by the lenders of term loans at any time
during the period from December 17, 1999 to December 15, 2000, in an aggregate
principal amount not in excess of $250.0 million and revolving loans at any time
and from time to time prior to March 31, 2007 (subject to extension to December
31, 2007), in the aggregate principal amount at any one time outstanding not in
excess of $150.0 million. Of the $150.0 million, which is available in the form
of revolving loans under the revolving credit facility, up to $50.0 million of
the revolving credit facility may be made available in the form of letters of
credit. On February 10, 2000, the credit facility was amended to increase the
amount of the facility from $400.0 million to $500.0 million. The $100.0 million
increase was allocated $75.0 million to the revolving loans and $25.0 million to
the term loans. In addition, Citadel Broadcasting may request up to $300.0
million in additional term loans, which term loans may be made at the sole
discretion of the lenders. Of such additional $300.0 million amount, at the
request of Citadel Broadcasting, up to $100.0 million may be in the form of an
increase in the $225.0 million revolving credit commitment. The lenders are
under no obligation to make such additional $300.0 million available, whether in
the form of term loans, revolving loans or otherwise. Amounts borrowed under the
credit facility bear interest at a rate equal to an applicable margin (described
below) plus either (a) the greater of the prime rate of interest announced from
time to time by Credit Suisse First Boston, New York, New York, and the federal
funds effective rate in effect from time to time plus 0.5%, or (b) if Citadel
Broadcasting so elects, the LIBO rate divided by one minus the eurocurrency
reserve requirements prescribed by the Federal Reserve Board or other
governmental body in effect from time to time. The applicable margin is expected
to range between 0% and 1.5% for the rate discussed in clause (a) above and
between 0.75% and 2.5% for the rate discussed in clause (b) above. The interest
rate of borrowings in the first six months of 2000 has ranged from 7.75% to
9.375%.
Draws may be made under the term loan facility solely to finance a
portion of future permitted acquisitions and to pay related fees and expenses.
The amount of any term loans outstanding on December 17, 2002 must be repaid in
varying quarterly installments ranging from 3.75% of the amount on March 31,
2003 to 6.25% of the amount on March 31, 2007. In addition, mandatory
prepayments must be made under the term loan facility upon the happening of
certain events.
Draws may be made under the revolving credit facility, subject to the
satisfaction of certain conditions, for general corporate purposes, including
for working capital, capital expenditures, and to finance a portion of future
permitted acquisitions by Citadel Broadcasting. Any borrowings under the
revolving credit facility must be paid in full on or before March 31, 2007
(subject to extension until December 31, 2007). In addition, mandatory
prepayments must be made under the revolving credit facility upon the happening
of certain events.
During the first quarter of 2000, Citadel Broadcasting repaid $132.0
million in revolving loans outstanding under the credit facility with $120.0
million term borrowings, internally generated funds and a portion of the funds
received from the 2000 Stock Offering. On June 15, 2000, Citadel Broadcasting
borrowed $160.0 million as revolving loans under the credit facility. The funds
were used to purchase the outstanding stock of Bloomington Broadcasting
Holdings, Inc. As of June 30, 2000, Citadel Broadcasting had $160.0 million
outstanding as revolving loans with $31.0 million still available as revolving
loans and $120.0 million outstanding as term loans with $155.0 million still
available as term loans under the credit facility. The amount indicated as still
available under the revolving loans has been reduced by outstanding letters of
credit discussed below. The revolving loans bear interest at a rate of 8.4375%
until September 15, 2000 and the term loans bear interest at a rate of 8.75%
until December 5, 2000.
The letter of credit facility, which is a sub facility of the revolving
credit facility, provides for the issuance of letters of credit to be used by
Citadel Broadcasting as security for the obligations of Citadel Broadcasting
under agreements entered into in connection with certain radio station
acquisitions and for any other purpose related to the business of Citadel
Broadcasting. As of June 30, 2000, the Company had approximately $34.0 million
in letters of credit outstanding related to pending acquisitions.
The credit facility also requires that no less than 50% of Citadel
Broadcasting's long-term indebtedness be subject to fixed interest rates. If
Citadel Broadcasting's total variable debt under the credit facility exceeds
this 50% threshold, Citadel Broadcasting is required to enter into a hedging
contract that will convert a portion of the variable rate into a fixed rate. On
June 30, 2000, Citadel Broadcasting entered into a one-year interest rate swap
transaction in a notional amount of $25.0 million. The Company will pay a fixed
rate of 7.055% and will receive a variable rate based on LIBOR.
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Subject to permitted liens, the credit facility is secured by: (a) a first
priority pledge on all of Citadel Broadcasting's capital stock other than its
exchangeable preferred stock, (b) a first priority security interest in all the
existing and after-acquired property of Citadel Communications and Citadel
Broadcasting, including, without limitation, accounts, machinery, equipment,
inventory, real estate, general intangibles and investment property and (c) all
proceeds of the foregoing. The credit facility is also guaranteed by Citadel
Communications. The credit facility contains customary events of default. Upon
the occurrence of an event of default, with certain limitations, the Company's
obligations under the credit facility, which are at that time outstanding, may
become accelerated.
The credit facility contains customary restrictive covenants, which, among
other things, and with certain exceptions, limit the Company's ability to incur
additional indebtedness and liens, enter into transactions with affiliates, make
acquisitions other than permitted under the credit facility, pay dividends,
redeem or repurchase capital stock, enter into certain sale and leaseback
transactions, consolidate, merge or effect asset sales, issue additional equity,
make capital expenditures, make investments, loans or prepayments or change the
nature of their business. The Company is also required to satisfy financial
covenants, which require the Company to maintain specified financial ratios and
to comply with financial tests, including ratios with respect to maximum
leverage, minimum interest coverage and minimum fixed charge coverage. As of
June 30, 2000, Citadel Communications and Citadel Broadcasting were in
compliance with all covenants under the credit facility.
SENIOR SUBORDINATED NOTES. On July 3, 1997, Citadel Broadcasting completed
the issuance of $101.0 million of 10 1/4% Senior Subordinated Notes due 2007
("10 1/4% notes"). Interest is payable semi-annually. The 10 1/4% notes may be
redeemed at the option of Citadel Broadcasting, in whole or in part, at any time
on or after July 1, 2002 at the redemption prices set forth in the indenture
governing the 10 1/4% notes.
On November 19, 1998, Citadel Broadcasting completed the issuance of $115.0
million of 9 1/4% Senior Subordinated Notes due 2008 ("9 1/4% notes"). Interest
is payable semi-annually. The 9 1/4% notes may be redeemed at the option of
Citadel Broadcasting, in whole or in part, at any time on or after November 15,
2003 at the redemption prices set forth in the indenture governing the 9 1/4%
notes. In addition, at any time prior to November 15, 2001, Citadel Broadcasting
may, at its option, redeem the 9 1/4% notes with the net proceeds of one or more
Public Equity Offerings (as defined in the indenture governing the 9 1/4%
notes), at a redemption price equal to 109.25% of the principal amount thereof,
together with accrued and unpaid interest, if any, to the date of redemption.
The indentures governing the 10 1/4% notes and the 9 1/4% notes contain
certain restrictive covenants, including limitations which restrict the ability
of Citadel Broadcasting to incur additional debt, incur liens, pay cash
dividends, or make certain other restricted payments, consummate certain asset
sales, enter into certain transactions with affiliates, merge or consolidate
with any other person or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets. As of June 30, 2000, Citadel
Broadcasting was in compliance with all covenants under the indentures.
EXCHANGEABLE PREFERRED STOCK. On July 3, 1997, Citadel Broadcasting sold an
aggregate of 1,000,000 shares of its 13 1/4% Exchangeable Preferred Stock.
Dividends on the exchangeable preferred stock accrue at the rate of 13 1/4% per
annum and are payable semi-annually. On or prior to July 1, 2002, dividends are
payable in additional shares of exchangeable preferred stock having an aggregate
liquidation preference equal to the amount of such dividends, or, at the option
of Citadel Broadcasting, in cash. Thereafter, all dividends will be payable only
in cash. To date, Citadel Broadcasting has paid all dividends in additional
shares of exchangeable preferred stock. Citadel Broadcasting will be required to
redeem the exchangeable preferred stock on July 1, 2009, subject to the legal
availability of funds therefore, at a redemption price equal to the liquidation
preference thereof, plus accumulated and unpaid dividends, if any, to the date
of redemption.
Citadel Broadcasting may redeem the exchangeable preferred stock, in whole
or in part, at the option of Citadel Broadcasting, at any time on or after July
1, 2002, at declining redemption prices ranging from 107.729% to 101.104%, plus
accumulated and unpaid dividends, if any, to the date of redemption
On August 2, 1999, Citadel Broadcasting redeemed approximately 35% of its
issued and outstanding exchangeable preferred stock. Total shares redeemed were
approximately 452,000 at a redemption price of $113.25 per share for a total of
approximately $51.2 million. On April 6, 2000, Citadel Broadcasting repurchased
approximately 14,900 shares at a price of $112.75 per share for a total of
approximately $1.7 million. Available working capital was used to complete the
April 6, 2000 repurchase, and Citadel Broadcasting received a waiver from the
lenders under the credit facility allowing the repurchase.
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The Certificate of Designation governing the exchangeable preferred stock
also contains covenants that restrict Citadel Broadcasting from taking various
actions, including, subject to specified exceptions, the incurrence of
additional indebtedness, the granting of additional liens, the making of
investments, the payment of dividends and other restricted payments, mergers,
acquisitions and other fundamental corporate changes, capital expenditures and
transactions with affiliates. As of June 30, 2000, Citadel Broadcasting was in
compliance with all covenants under the Certificate of Designation.
PENDING ACQUISITIONS AND RECENTLY COMPLETED TRANSACTIONS. The Company has
three transactions currently pending, which if completed, would result in the
purchase of eight FM and five AM radio stations and the right to operate one
station under a long-term local marketing agreement. The total cash required to
fund the pending acquisitions is expected to be approximately $300.5 million.
The consummation of each of the pending transactions is subject to certain
conditions, including receipt of an initial grant from the FCC for one
transaction and such an initial grant for one other transaction becoming a final
order. Although the Company believes that these closing conditions will be
satisfied in each case, there can be no assurance that this will be the case.
The remaining borrowing capacity of the committed credit facility, along
with working capital funds, will not be sufficient to fund the pending
transactions. If the pending transactions are completed, the Company will
require additional funds of approximately $179.0 million. The Company's credit
facility allows the Company to request up to $300.0 million in additional term
loans, which may be made at the sole discretion of the lenders. In addition, the
Company may require an amendment or waiver under its credit facility for certain
financial ratios due to the additional indebtedness. The Company believes that
the lenders under the credit facility will provide the additional term loans to
complete the pending transactions and will waive or amend the credit facility
with regards to certain financial ratios. However, there can be no assurance
that this will be the case. In addition, the Company may consider other
financing alternatives, such as selling additional equity or debt securities.
Again, there can be no assurance that the Company could obtain such financing on
terms favorable to the Company or at all. Any sale of additional common or
convertible equity or convertible debt securities would result in additional
dilution to the Citadel Communications' stockholders.
On August 1, 2000, the Company completed its acquisition of four FM and two
AM radio stations serving the Lansing/East Lansing, Michigan market, two FM
radio stations serving the Saginaw/Bay City/Midland, Michigan market, one AM
radio station serving the Flint, Michigan market, the right to operate one AM
radio station serving Flint under a Time Brokerage Agreement, as well as the
right to acquire such station, and related assets to be used in connection with
the operation of the stations. The aggregate purchase price was approximately
$120.9 million in cash. In addition to the stations and operating rights
acquired, the Company was assigned the rights under a purchase agreement to
acquire one AM radio station in Flint for which it acquired the operating rights
discussed above. The aggregate consideration paid or to be paid for this AM
radio station, including transaction expenses, is expected to be less than $0.6
million. Concurrent with the above acquisition, the Company sold one of the
acquired FM radio stations and one additional FM radio station and one AM radio
station, each serving Saginaw/Bay City/Midland, for the aggregate sale price of
approximately $16.1 million. This acquisition was funded by $99.0 million in
additional borrowings under the credit facility, the $16.1 million in proceeds
from the concurrent sale of three radio stations and working capital on hand at
the time of the acquisition. Upon the completion of this acquisition, the
Company had approximately $121.0 million still available under Citadel
Broadcasting's credit facility, which includes outstanding letters of credit.
CAPITAL EXPENDITURES. The Company had capital expenditures of approximately
$2.8 million for the six months ended June 30, 2000. The Company's equipment
purchases consist primarily of office furniture and equipment, broadcasting
equipment and transmission tower upgrades.
In addition to acquisitions and debt service, the Company's principal
liquidity requirements will be for working capital and general corporate
purposes, including capital expenditures, which are not expected to be material
in amount. Management believes that cash from operating activities and revolving
loans and term loans under the Company's credit facility should be sufficient to
permit the Company to meet its financial obligations and to fund its operations
for at least the next 12 months, although, as discussed above under the heading
"Pending Transactions and Recently Completed Transactions," additional capital
resources will be required to complete the pending acquisitions and in
connection with the further implementation of the Company's acquisition
strategy.
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2000, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" (SFAS No. 138). SFAS No. 138
amends a limited number of issues causing implementation difficulties for
entities that apply SFAS No. 133. SFAS No. 138 is effective for fiscal years
beginning after June 15, 2000, and is not expected to have a material effect on
the Company.
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<PAGE> 18
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation (an interpretation of APB Opinion No. 25). This interpretation
provides guidance regarding the application of APB Opinion 25 to Stock
Compensation involving employees. This interpretation is effective July 1, 2000
and is not expected to have a material effect on the Company.
RISK FACTORS
Unless the context otherwise requires, the words "we", "our", and "us" in
this section refer to the Company. Any of the following risks could have a
material adverse effect on our business, financial condition or results of
operations or on the value of our common stock. These risks and uncertainties
are not the only ones facing us or which may adversely affect our business.
SUBSTANTIAL INDEBTEDNESS. - Our debt service consumes a substantial portion
of the cash we generate and reduces the cash available to invest in our
operations.
We have a significant amount of indebtedness. Our large amount of debt could
significantly impact our business because, among other things, it:
o requires us to dedicate a substantial portion of our operating cash
flow to pay interest expense, which reduces funds available for
operations, future business opportunities and other purposes,
o limits our ability to obtain additional financing, if we need it, for
working capital, capital expenditures, acquisitions, debt service
requirements or other purposes,
o inhibits our ability to compete with competitors who are less
leveraged than we are, and
o restrains our ability to react to changing market conditions, changes
in our industry and economic downturns.
As of June 30, 2000, we had:
o outstanding total debt of approximately $499.6 million, excluding the
discount on Citadel Broadcasting's 10 1/4% notes and its 9 1/4% notes,
o Citadel Broadcasting's exchangeable preferred stock with an aggregate
liquidation preference of approximately $89.8 million, and
o shareholders' equity of approximately $442.8 million.
We anticipate that we will incur a substantial amount of additional
indebtedness in connection with our pending acquisitions. For more information
about our indebtedness, see the discussion above under the heading "Liquidity
and Capital Resources."
ABILITY TO SERVICE DEBT--In order to service our debt, we require a significant
amount of cash. However, our ability to generate cash depends on many factors,
which are beyond our control.
Prevailing economic conditions and financial, business and other factors,
many of which are beyond our control, will affect our ability to satisfy our
debt obligations. If in the future we cannot generate sufficient cash flow from
operations to meet our obligations, we may need to refinance our debt, obtain
additional financing, delay any planned acquisitions and capital expenditures or
sell assets. Any of these actions could adversely affect the value of our common
stock. We cannot assure you that we will generate sufficient cash flow or be
able to obtain sufficient funding to satisfy our debt service requirements.
RESTRICTIONS IMPOSED ON US BY OUR DEBT INSTRUMENTS--Our existing debt
instruments contain restrictions and limitations that could significantly impact
our ability to operate our business and the value of our common stock.
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<PAGE> 19
The covenants in Citadel Broadcasting's credit facility and the agreements
governing its other outstanding debt and exchangeable preferred stock restrict,
among other things, Citadel Broadcasting's ability to incur additional debt,
make particular types of investments or other restricted payments, swap or sell
assets or merge or consolidate. A breach of any of the covenants contained in
the credit facility could allow the lenders to declare all amounts outstanding
under the credit facility to be immediately due and payable. In addition, the
lenders under the credit facility could proceed against the collateral granted
to them to secure that indebtedness. We have pledged the outstanding shares of
common stock of Citadel Broadcasting owned by us to secure our guarantee of the
credit facility. If the amounts outstanding under the credit facility are
accelerated, we cannot assure you that our assets will be sufficient to repay
amounts due under the credit facility and other outstanding debt obligations.
The credit facility requires Citadel Broadcasting to obtain its lenders'
consent before making acquisitions or capital expenditures that exceed the
amount permitted by the credit facility and before making the acquisitions that
do not meet applicable tests under the credit facility. The credit facility also
requires Citadel Broadcasting to maintain specific financial ratios and satisfy
financial condition tests. Events beyond our control could affect Citadel
Broadcasting's ability to meet those financial ratios and condition tests, and
we cannot assure you that it will do so.
The indentures governing Citadel Broadcasting's 9 1/4% notes and 10 1/4%
notes and its credit facility restrict, with certain exceptions, Citadel
Broadcasting's ability to pay dividends on or to repurchase, redeem or otherwise
acquire any shares of its capital stock. In the event that, after July 1, 2002,
cash dividends on Citadel Broadcasting's exchangeable preferred stock are in
arrears and unpaid for two or more semi-annual dividend periods, whether or not
consecutive, holders of the exchangeable preferred stock will be entitled to
elect two directors of Citadel Broadcasting. This right to elect directors could
limit our control over Citadel Broadcasting, and could adversely affect the
value of our common stock.
For more information about our indebtedness, see the discussion above under
the heading "Liquidity and Capital Resources."
HISTORY OF NET LOSSES--We have a history of net losses which we expect to
continue through at least 2001.
We had a net loss of $8.9 million for the year ended December 31, 1999 and
$12.1 million for the six months ended June 30, 2000. The primary reasons for
these losses are significant charges for depreciation and amortization relating
to the acquisition of radio stations, interest charges on our outstanding debt
and non-cash deferred compensation related to stock options. If we acquire
additional stations, these charges will probably increase. We expect to continue
to experience net losses through at least 2001.
LIMITATIONS ON ACQUISITION STRATEGY--Our strategy to expand our business and
increase revenue through acquisitions may fail due to a number of risks involved
in implementing this strategy.
We intend to grow by acquiring radio stations in mid-sized markets. However,
our acquisition strategy may not increase our cash flow or yield other
anticipated benefits because this strategy is subject to a number of other
risks, including:
o failure or unanticipated delays in completing acquisitions due to
difficulties in obtaining regulatory approval,
o failure of certain of our acquisitions to prove profitable or for the
station or stations acquired to generate cash flow,
o difficulty in integrating the operations, systems and management of
our acquired stations,
o diversion of management's attention from other business concerns,
o loss of key employees of acquired stations,
o increases in prices for radio stations due to increased competition
for acquisition opportunities, and
o inability to obtain any required financing for acquisitions or terms
favorable to us or at all.
We compete and expect to continue to compete with other buyers for the
acquisition of radio stations. Some of those competitors have greater financial
and other resources than we do. In addition, we may find fewer acceptable
acquisition opportunities in the future.
In addition, Citadel Broadcasting's credit facility permits Citadel
Broadcasting to make acquisitions of radio stations without the consent of its
lenders under the credit facility only if Citadel Broadcasting maintains the
financial ratios and financial condition tests specified in the credit facility.
Consequently, we may experience difficulties in pursuing our acquisition
strategy.
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POTENTIAL DIFFICULTIES IN COMPLETING PENDING AND FUTURE TRANSACTIONS DUE TO
GOVERNMENTAL REVIEW--Antitrust law and other regulatory considerations could
prevent or delay our strategy to expand our business and increase revenue.
The completion of future transactions we may consider will likely be,
subject to the notification filing requirements, applicable waiting periods and
possible review by the United States Department of Justice or the Federal Trade
Commission under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Our pending and future radio station acquisitions and dispositions will
be subject to the license transfer approval process of the Federal
Communications Commission. Review by the Department of Justice or the Federal
Trade Commission may cause delays in completing transactions and, in some cases,
result in attempts by these agencies to prevent completion of transactions or
negotiate modifications to the proposed terms. Review by the FCC, particularly
review of concentration of market revenue share, may also cause delays in
completing transactions. Any delay, prohibition or modification could adversely
affect the terms of a proposed transaction or could require us to abandon an
otherwise attractive opportunity.
The closings of several of our recent and pending transactions have been
delayed by the FCC's analysis of market revenue share in various markets. The
recently completed acquisition of stations in Michigan from Liggett Broadcast,
Inc. and certain of its affiliates was delayed as we received a request for
additional information and documents from the Department of Justice relating to
stations in Saginaw/Bay City/Midland, Michigan. To resolve the Department of
Justice's concerns, we concurrently sold two of our existing stations and one
station acquired serving Saginaw/Bay City/Midland in connection with our
acquisition of stations from Liggett Broadcast, Inc. and its affiliates. For a
discussion of one antitrust proceeding in which we are currently involved, see
the next risk factor relating to the importance of certain markets.
IMPORTANCE OF CERTAIN MARKETS--A downturn in any of our significant markets
could adversely affect our revenue and cash flow.
Our Albuquerque, Providence and Salt Lake City markets are particularly
important for our financial well being. A significant decline in net
broadcasting revenue from our stations in these markets could have a material
adverse effect on our operations and financial condition. To illustrate, our
radio stations in these markets generated the following percentages of our total
net broadcasting revenue and broadcast cash flow for the six months ended June
30, 2000:
% OF NET % OF BROADCAST
MARKET BROADCASTING REVENUE CASH FLOW
---------- -------------------- -----------
Albuquerque 9.5% 10.1%
Providence 8.2% 9.3%
Salt Lake City 7.7% 7.0%
In 1996, we received a civil investigative demand from the Department of
Justice concerning our acquisition of all of the assets of KRST-FM in
Albuquerque, New Mexico on October 9, 1996. The demand requested written answers
to interrogatories and the production of documents concerning the radio station
market in Albuquerque, in general, and the KRST acquisition, in particular, to
enable the Department of Justice to determine, among other things, whether the
KRST acquisition would result in excessive concentration in the market. We
responded to the demand. The Department of Justice requested supplemental
information in 1997, to which we also responded. This matter remains open. If
the Department of Justice were to proceed with and successfully challenge the
KRST acquisition, we may be required to divest one or more radio stations in
Albuquerque.
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SIGNIFICANT COMPETITION IN OUR INDUSTRY--Because the radio broadcasting industry
is highly competitive, we may lose audience share and advertising revenue.
Our radio stations face heavy competition from other radio stations in each
market for audience share and advertising revenue. We also compete with other
media such as television, newspapers, direct mail and outdoor advertising for
advertising revenue. A decrease in either audience share or advertising revenue
could result in decreased cash flow, which could impair our ability to, among
other things, service our debt obligations, and which could adversely affect the
value of our common stock. The radio broadcasting industry is also facing
competition from new media technologies that are being developed such as the
following:
o audio programming by cable television systems, direct broadcasting
satellite systems and other digital audio broadcasting formats,
o satellite-delivered digital audio radio service, which could result in
the introduction of several new satellite radio services with sound
quality equivalent to that of compact discs, and
o in-band-on-channel digital radio, which could provide digital radio
services in the same frequency range currently occupied by traditional
AM and FM radio services.
We cannot predict either the extent to which such competition will
materialize or, if such competition materializes, the extent of its effect on
our business. The Internet has also created a new form of competition.
EXTENSIVE REGULATION OF OUR INDUSTRY--The Federal Communications Commission's
extensive regulation of the radio broadcasting industry limits our ability to
own and operate radio stations and other media outlets.
LICENSES. The radio broadcasting industry is subject to extensive regulation
by the FCC under the Communications Act of 1934, as amended. Issuance, renewal
or transfer of radio broadcast station operating licenses requires FCC approval,
and we cannot operate our radio stations without FCC licenses. The failure to
renew our licenses could prevent us from operating the affected stations and
generating revenue from them. If the FCC decides to include conditions or
qualifications in any of our licenses, we may be limited in the manner in which
we may operate the affected station.
OWNERSHIP. The Communications Act and FCC rules impose specific limits on
the number of stations and other media outlets an entity can own in a single
market. The FCC attributes interests held by, among others, an entity's
officers, directors and stockholders to that entity for purposes of applying
these ownership limitations. The existing ownership rules or proposed new rules
could affect our acquisition strategy because they may prevent us from acquiring
additional stations in a particular market. We may also be prevented from
engaging in a swap transaction if the swap would cause the other company to
violate these rules.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
MARKET RISK. During the normal course of business the Company is routinely
subjected to a variety of market risks, examples of which include, but are not
limited to, interest rate movements and collectibility of accounts receivable.
The Company constantly assesses these risks and has established policies and
practices to protect against the adverse effects of these and other potential
exposures. Although the Company does not anticipate any material losses in these
risk areas, no assurance can be made that material losses will not be incurred
in these areas in the future.
INTEREST RATE RISK. The Company may be exposed to interest rate changes
under Citadel Broadcasting's credit facility, which the Company maintains to
provide liquidity and to fund capital expenditures and acquisitions. Management
constantly monitors interest rate changes to determine the impact any change
will have on the Company's business, financial condition or results of
operations. The Company does not consider its cash and cash equivalents to be
subject to interest rate risk due to their short-term maturities.
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Notwithstanding these efforts to manage interest rate risks, there can be no
assurance that the Company will be adequately protected against the risks
associated with interest rate fluctuations. Citadel Broadcasting's credit
facility bears interest equal to an applicable margin plus a variable rate. For
further discussion of Citadel Broadcasting's interest rate under the credit
facility, see Item 2, Managements' Discussion and Analysis of Financial
Condition and Results of Operations under the heading "Liquidity and Capital
Resources - Credit Facility." Citadel Broadcasting's credit facility consists of
revolving loans and term loans. The revolving loans mature on March 31, 2007
(subject to extension until December 31, 2007). The term loans are subject to
quarterly principle repayments starting in March 2003 and ending December 2007.
The quarterly repayments are based on a percentage of the term loan borrowings
and the percentage ranges from 3.75% in 2003 to 6.25% in 2007. At June 30, 2000,
there was $120.0 million outstanding under the term loan facility at an interest
rate of 8.75% and $160.0 million outstanding under the revolving loan facility
at an interest rate of 8.4375%. On July 31, 2000, the Company borrowed an
additional $25.0 million under the revolving loan facility and $74.0 million
under the term loan facility at a rate of 8.5625%. Assuming a hypothetical
increase in the interest rate of 10%, the impact on future earnings for the next
year would be approximately $3.2 million of increased interest expense based on
the $379.0 million of outstanding variable debt as of July 31, 2000.
In addition, the credit facility requires that no less than 50% of Citadel
Broadcasting's long-term indebtedness be subject to fixed interest rates. If
Citadel Broadcasting's total variable debt under the credit facility exceeds
this 50% threshold, Citadel Broadcasting is required to enter into a hedging
contract that will convert a portion of the variable rate into a fixed rate. On
June 30, 2000, the Company entered into a one-year interest rate swap
transaction in a notional amount of $25.0 million. The Company will pay a fixed
rate of 7.055% and will receive a variable rate based on LIBOR. The variable
rate will adjust quarterly and the initial rate was set at 6.78%. Due to the
borrowing under the credit facility on July 31, 2000, the Company will be
required to enter into an additional hedging contract in a notional amount of
approximately $40.0 million and upon the completion of the pending acquisitions,
the Company will again be required to enter into a hedging contract in a
notional amount of approximately $150.0 million. The Company anticipates the
terms of the contracts will be similar to those discussed above.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's annual meeting of stockholders was held on May 24, 2000.
(b) Not applicable
(c) Matters voted upon at the meeting:
(i) Election of five directors for a one-year term until the next annual
meeting and until their successors are duly elected and qualified:
Nominee Votes For Votes Withheld Abstain
------- --------- -------------- -------
Lawrence R. Wilson 32,400,103 110,558 0
Robert F. Fuller 32,400,103 110,558 0
Ike Kalangis 32,400,103 110,558 0
Ted L. Snider, Sr. 32,400,088 110,573 0
John E. von Schlegell 32,400,103 110,558 0
(ii) Approval of Amendment to the Amended and Restated Certificate of
Incorporation to allow the size of the Board of Directors to be
determined in accordance with the Bylaws.
Votes For Votes Withheld Abstain/Broker Non-Votes
--------- -------------- ------------------------
23,948,873 8,558,135 3,653
(iii) Approval of Amendment to the Amended and Restated Certificate of
Incorporation to increase the vote required to remove a Director in
order to conform to Nevada Law. This proposal was not approved by the
stockholders.
Votes For Votes Withheld Abstain/Broker Non-Votes
--------- -------------- ------------------------
15,961,694 15,300,641 1,248,326
(iv) Ratification of the appointment of KPMG LLP as independent public
accountants for the year ending December 31, 2000.
Votes For Votes Withheld Abstain/Broker Non-Votes
--------- -------------- ------------------------
32,506,183 2,043 2,435
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
2.1 Asset Purchase Agreement, made effective as of
April 30, 2000, by and among Dick Broadcasting
Company, Inc. of Tennessee, Dick Broadcasting
Company, Inc. of Alabama, Dick Broadcasting
Company, Inc. of Nashville, Dick Radio Alabama,
Inc., DFT Realty, DFT Realty II, LLC, James Allen
Dick, Sr., James Allen Dick, Jr., Charles Arthur
Dick, Emily Dick McAlister, Jeannette Dick Hundley
and Citadel Broadcasting Company.
3(i) Amendment to Certificate of Incorporation
27 Financial Data Schedule
(b) Reports on Form 8-K - During the quarter ended June 30, 2000, Citadel
Communications Corporation filed the following report on Form 8-K.
(i) Form 8-K filed on May 1, 2000 reporting Citadel Broadcasting's April
15, 2000 acquisition from Broadcasting Partners Holdings, L.P. of a
total of 23 FM and 12 AM radio stations serving the markets of
Buffalo/Niagara Falls, Syracuse and Ithaca, New York; Atlantic
City/Cape May, New Jersey; Tyler/Longview, Texas; Monroe, Louisiana;
New London, Connecticut; New Bedford/Fall River, Massachusetts; and
Augusta/Waterville, Presque Isle and Dennysville/Calais, Maine, as well
as the right to operate an additional FM radio station in Atlantic
City/Cape May under a program service and time brokerage agreement and
the right to sell advertising in the United States for one FM radio
station in Niagara Falls, Ontario under a joint sales agreement. The
aggregate purchase price was approximately $189.0 million in cash. In
addition to the stations and operating rights acquired, Citadel
Broadcasting was assigned the rights under a purchase agreement to
acquire one additional AM radio station in Buffalo/Niagara Falls that
an affiliate of the seller had entered into an agreement to purchase.
The aggregate consideration paid or to be paid for this AM radio
station is expected to be approximately $0.8 million.
Financial Statements - The following financial Statements of
Broadcasting Partners Holdings Radio Group were included in this
report:
Independent Auditors' Report
Combined Balance Sheets as of December 31, 1998 and 1999
Combined Statements of Operations for the years ended December 31,
1997, 1998 and 1999
Combined Statements of Partners' Capital for the years ended December
31, 1997, 1998 and 1999
Combined Statements of Cash Flows for the years ended December 31,
1997, 1998 and 1999
Notes to Combined Financial Statements
Pro Forma Financial Information. The following pro forma financial
information of Citadel Communications Corporation and Subsidiary was
reported:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December
31, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended December 31, 1999
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<PAGE> 24
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.
CITADEL COMMUNICATIONS CORPORATION
Date August 11, 2000 By: /s/ LAWRENCE R. WILSON
----------------- --------------------------------------------
Lawrence R. Wilson
Chairman of the Board
Chief Executive Officer and President
(Principal Executive Officer)
Date: August 11, 2000 By: /s/ DONNA L. HEFFNER
----------------- --------------------------------------------
Donna L. Heffner
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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<PAGE> 25
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
2.1 Asset Purchase Agreement, made effective as of
April 30, 2000, by and among Dick Broadcasting
Company, Inc. of Tennessee, Dick Broadcasting
Company, Inc. of Alabama, Dick Broadcasting
Company, Inc. of Nashville, Dick Radio Alabama,
Inc., DFT Realty, DFT Realty II, LLC, James Allen
Dick, Sr., James Allen Dick, Jr., Charles Arthur
Dick, Emily Dick McAlister, Jeannette Dick Hundley
and Citadel Broadcasting Company.
3(i) Amendment to Certificate of Incorporation
27 Financial Data Schedule
