-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QlKgbNx3kVXhi/gH9LR4iq1djlEaXP62Qf8zvZG6CTBMrogGnMPmxrZg1Mlo791p aJIf1q6ovb5ik/oVdgbJpw== 0000950128-99-000508.txt : 19990218 0000950128-99-000508.hdr.sgml : 19990218 ACCESSION NUMBER: 0000950128-99-000508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITADEL BROADCASTING CO CENTRAL INDEX KEY: 0001042742 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 860703641 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 333-36771 FILM NUMBER: 99544609 BUSINESS ADDRESS: STREET 1: 140 SOUTH ASH AVENUE CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6027315222 MAIL ADDRESS: STREET 1: 140 SOUTH ASH AVENUE CITY: TEMPE STATE: AZ ZIP: 85281 8-K 1 CITADEL BROADCASTING COMPANY 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 Broadcasting Company - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Nevada - ------------------------------------------------------------------------------- (State of Other Jurisdiction of Incorporation) 333-36771 86-0703641 - ------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) City Center West, Suite 400 7201 West Lake Mead Boulevard Las Vegas, Nevada 89128 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (702) 804-5200 - ------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 140 South Ash Avenue Tempe, Arizona 85281 - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On December 16, 1998, Citadel Broadcasting Company (the "Company" or "Citadel Broadcasting") 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 subsidiary. Such pro forma information was also filed by the Company as part of a Registration Statement on Form S-4. Since such date the Company has entered into various agreements to acquire and to sell radio stations in various markets and it has completed other transactions. The Company has filed with the SEC a final pre-effective amendment to the Registration Statement, which includes updated pro forma financial information of the Company and its subsidiary as of the effective time of the Registration Statement on February 16, 1999. This report is filed to publicly disseminate such updated information. The pro forma financial information of the Company and its subsidiary 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 Broadcasting Company and Subsidiary 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 Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 1998 3 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) -2- 4 PRO FORMA FINANCIAL INFORMATION The following unaudited condensed consolidated financial statements reflect the results of operations and balance sheet of Citadel Broadcasting Company and its subsidiary (the "Company" or "Citadel Broadcasting") 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 the July 1998 initial public offering of Citadel Communications Corporation, the company that owns all of the outstanding common stock of Citadel Broadcasting Company, 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) the Company, which are included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997 and the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 1998; (B) (i) Tele-Media -3- 5 Broadcasting Company and its Partnership Interests, (ii) Deschutes River Broadcasting, Inc., (iii) Snider Corporation, (iv) Snider Broadcasting Corporation and Subsidiary and CDB Broadcasting Corporation, (v) Maranatha Broadcasting Company, Inc.'s, Radio Broadcasting Division, (vi) Pacific Northwest Broadcasting Corporation and Affiliates, and (vii) the Wicks Radio Group (a division of the Wicks Broadcasting Group Limited Partnership), which are included in the Company's Registration Statement on Form S-4 (File No. 333-69009). 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 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. -4- 6 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 (DOLLARS IN THOUSANDS)
CITADEL ADJUSTMENTS FOR BROADCASTING PENDING ACTUAL ADJUSTMENTS FOR AS ADJUSTED FOR ACQUISITIONS PRO FORMA CITADEL COMPLETED COMPLETED AND PENDING CITADEL BROADCASTING TRANSACTIONS TRANSACTIONS DISPOSITION BROADCASTING ------------ --------------- --------------- --------------- ------------ 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) ======== ====== ======== ======= ========
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 -5- 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 Broadcasting 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 Broadcasting's 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 Broadcasting's credit facility with the proceeds from Citadel Communications' 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.
OTHER REPAYMENT OF OFFERING OF COMPLETED TRANSACTIONS CREDIT FACILITY 9-1/4% NOTES TRANSACTIONS --------------- ------------------- -------------- -------------- 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) ======= ======= ======= ======
(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, -6- 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 Broadcasting 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.
CHARLESTON/ BINGHAMTON/ PENDING BATON ROUGE/ MUNCIE/ ACQUISITIONS LAFAYETTE CARLISLE KOKOMO PENDING AND PENDING ACQUISITION ACQUISITION ACQUISITION DISPOSITION ADJUSTMENTS DISPOSITION ------------ ----------- ----------- ----------- --------------- ------------- 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) ======= ===== ======= ======== ===== =======
-7- 9 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 (DOLLARS IN THOUSANDS)
CITADEL ADJUSTMENTS FOR BROADCASTING PENDING ACTUAL ADJUSTMENTS FOR AS ADJUSTED FOR ACQUISITIONS PRO FORMA CITADEL COMPLETED COMPLETED AND PENDING CITADEL BROADCASTING TRANSACTIONS TRANSACTIONS DISPOSITION BROADCASTING ------------ --------------- --------------- --------------- ------------ 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... 9,563 12,344 21,907 5,712 27,619 Corporate general and administrative................ 2,562 (334) 2,228 1,087 3,315 ------- -------- -------- ------- -------- Operating expenses............ 55,431 34,883 90,314 8,819 99,133 ------- -------- -------- ------- -------- Operating income (loss)......... 4,594 (827) 3,767 (3,479) 288 Interest expense................ 8,214 4,731 12,945 4,525 17,470 Other (income) expense, net..... (401) -- (401) -- (401) ------- -------- -------- ------- -------- Income (loss) before income taxes......................... (3,219) (5,558) (8,777) (8,004) (16,781) 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................. $(6,390) $(12,264) $(18,654) $(7,657) $(26,311) ======= ======== ======== ======= ========
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, -8- 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 Broadcasting 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 Broadcasting's 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 Broadcasting's 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: -9- 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 Broadcasting's credit facility with the proceeds from Citadel Communications' 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. -10- 12
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 ------------- ----------- ------------ ------------ ------------ ------------ 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 ======= ======= ====== ======= ======= ======= OFFERING OF COMPLETED 9-1/4% NOTES TRANSACTIONS ------------ ------------ 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) ======= ========
- --------------- (a) Includes the elimination of $115,000 of expenses to reflect lower fees, as a percentage of national advertising sales, paid by Citadel Broadcasting 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 Broadcasting 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 Broadcasting's 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 Broadcasting's 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- 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.
CHARLESTON/ PENDING BATON ROUGE/ BINGHAMTON/ ACQUISITIONS LAFAYETTE CARLISLE MUNCIE/KOKOMO PENDING AND PENDING ACQUISITION ACQUISITION ACQUISITION DISPOSITION ADJUSTMENTS DISPOSITION ------------ ----------- ------------- ----------- ----------- ------------ 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) ======= ====== ======= ======== ===== ========
- --------------- (a) Includes the elimination of $155,000 of expenses to reflect lower fees, as a percentage of national advertising sales, paid by Citadel Broadcasting 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- 14 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1997 (DOLLARS IN THOUSANDS)
CITADEL ADJUSTMENTS FOR BROADCASTING PENDING ACTUAL ADJUSTMENTS FOR AS ADJUSTED FOR ACQUISITIONS PRO FORMA CITADEL COMPLETED COMPLETED AND PENDING CITADEL BROADCASTING TRANSACTIONS TRANSACTIONS DISPOSITION BROADCASTING ------------ --------------- --------------- --------------- ------------ 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..... 14,636 14,156 28,792 7,616 36,408 Corporate general and administrative.................. 3,530 (334) 3,196 1,450 4,646 -------- -------- -------- -------- -------- Operating expenses........... 83,411 36,983 120,394 11,577 131,971 -------- -------- -------- -------- -------- Operating income (loss)........... 6,392 (417) 5,975 (3,159) 2,816 Interest expense.................. 12,304 5,227 17,531 6,033 23,564 Other (income) expense, net....... (451) -- (451) -- (451) -------- -------- -------- -------- -------- Income (loss) before income taxes........................... (5,461) (5,644) (11,105) (9,192) (20,297) 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.......................... $(11,324) $(11,821) $(23,145) $ (8,729) $(31,874) ======== ======== ======== ======== ========
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- 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 Broadcasting's 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 Broadcasting's 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- 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.
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 ---------- ----------- ------------ ------------ ------------ --------- ------------ 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) ======= ====== ======= ======= ======= ======= ======= COMPLETED TRANSACTIONS ------------ 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) ========
- --------------- (a) Includes the elimination of $115,000 of expenses to reflect lower fees, as a percentage of national advertising sales, paid by Citadel Broadcasting 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 Broadcasting 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 Broadcasting's 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 Broadcasting's 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 Broadcasting's credit facility with the proceeds received from Citadel Communications' initial public offering. -15- 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.
CHARLESTON/ PENDING BATON ROUGE/ BINGHAMTON/ ACQUISITIONS LAFAYETTE CARLISLE MUNCIE/KOKOMO PENDING AND PENDING ACQUISITION ACQUISITION ACQUISITION DISPOSITION ADJUSTMENTS DISPOSITION ------------ ----------- ------------- ----------- ----------- ------------ 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) ======= ====== ======= ======== ======= =======
- --------------- (a) Includes the elimination of $204,000 of expenses to reflect lower fees, as a percentage of national advertising sales, paid by Citadel Broadcasting 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- 18 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET SEPTEMBER 30, 1998 (DOLLARS IN THOUSANDS)
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 BROADCASTING QUINCY SALE KRNN-AM ACQUISITION DISPOSITION 9-1/4% NOTES ------------ ----------- -------------- ----------- --------------- --------------- 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........... 137,648 -- -- -- -- -- Accumulated deficit........... (32,445) 788 -- -- 9,805 -- -------- ------- ------- -------- -------- -------- $373,353 $(1,212) $ 11 $ 35,000 $ 89,727 $ 25,774 ======== ======= ======= ======== ======== ======== PRO FORMA CITADEL BROADCASTING ------------ 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........... 137,648 Accumulated deficit........... (21,852) -------- $522,653 ========
- --------------- (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- 19 (2) Reflects the repayment of borrowings under Citadel Broadcasting's 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- 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 BROADCASTING COMPANY February 17, 1999 /s/ Lawrence R. Wilson - -------------------------------- ---------------------------------- Lawrence R. Wilson, Chairman and Chief Executive Officer -19- 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) -----END PRIVACY-ENHANCED MESSAGE-----