Mail Stop 0407
April 13, 2005
Via U.S. Mail and Fax (1-702-804-8250)
Mr. Randy L. Taylor
Vice President-Finance
Citadel Broadcasting Corporation
7201 West Lake Mead Blvd.
Las Vegas, Nevada 89128
RE: Citadel Broadcasting Corporation
Form 10-K for the fiscal year ended December 31, 2004
Filed March 14, 2005
File No. 1-31740
Dear Mr. Taylor:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Please address the following
comments in future filings. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure. After reviewing this information, we may or may not
raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended December 31, 2004
Item 2. Properties and Facilities, page 24
1. Tell us how you evaluated the guidance in SFAS 143 in
determining
whether you have a legal retirement obligation associated with the
operation of your tangible long-lived assets. We note that you
have
transmitter and antenna sites on leased land. Do any of these
lease
agreements include obligations at the end of the lease term to
restore facilities or remove equipment? Also describe other
arrangements or situations you considered in evaluating SFAS 143.
Managements Discussion and Analysis
Results of Operations, page 31
2. We note your disclosure regarding revenue and expense
increases/decreases for the years ended December 31, 2004 compared
to
year ended December 31, 2003 and December 31, 2003 compared to
year
ended December 31, 2002. This discussion does not provide a
reader
with substance in understanding your business and its material
trends
and uncertainties. Specifically your discussion should consider
including the following:
* A tabular presentation of relevant financial or other
information,
which would include line items and percentage changes as well as
other information determined by a company to be useful, followed
by a
narrative discussion and analysis of known changes, events,
trends,
uncertainties and other matters.
* Identify and address key variables and other qualitative and
quantitative factors which are peculiar to and necessary for an
understanding and evaluation of your company.
* Discuss and analyze material trends, demands, commitments,
events,
and uncertainties and whether these trends and uncertainties will
have, or are reasonably likely to have a material impact on your
liquidity, capital resources or results of operations in the
future.
For additional guidance, please refer the Commission`s
Interpretive
Release on Management`s Discussion and Analysis of Financial
Condition and Results of Operation which is located on our website
at: http://www.sec.gov/rules/interp/33-8350.htm.
Critical Accounting Policies
3. We note that your disclosure did not address the quantitative
value of your assumptions and their sensitivity to change. Since
critical accounting estimates and assumptions are based on matters
that are highly uncertain, you should analyze their specific
sensitivity to change, based on other outcomes that are reasonably
likely to occur and would have a material effect. Revise your
disclosures to provide quantitative as well as qualitative
disclosure
when quantitative information is reasonably available and will
provide material information for investors.
For additional guidance, refer to Item 303 of Regulation S-K as
well
as Part Five of the Commission`s Interpretive Release on
Management`s
Discussion and Analysis of Financial Condition and Results of
Operation which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.
Impairment of Intangible Assets, page 37
4. We note that in years subsequent to appraisals, you evaluate
each
market to determine if any significant changes have occurred in
the
market that would adversely impact the value of the FCC licenses,
and
in some cases, you may engage a third party appraiser to assist in
this evaluation. You also review the current year`s cash flows of
the market and the audience share ratings of the market compared
to
the year of the appraisals. Confirm to us that you test for
impairment annually.
10. Non-cash Charge Related to Contract Obligations, page 64
5. We note that you recorded a non-cash charge of $16.4 million.
We
note that your new representation firm settled your obligations
with
the previous representation firm and you entered into a long term
contract with them. The deferred amount related to this contract
is
included in other long term obligations and the non-cash charge
will
be amortized over the life of the new contract. Tell us if the
non-
cash charge recognized is related to the old contract obligations
settled by your new representation firm. Also, tell us the nature
and amount of deferred obligation.
11. Income Taxes, page 64
6. We note that you recorded a tax benefit resulting from the
reduction of the previously recorded valuation allowance against
net
deferred tax assets. Given that this is your first year of
positive
net income before income taxes tell us in more detail how you
determined that the available positive evidence carried more
weight
than the historical negative evidence in concluding that it was
more
likely than not that certain of your deferred tax assets would be
realized in the future. Tell us specifically how you determined a
valuation allowance balance of $0.7 million was enough to sustain
$122.4 million in deferred tax assets. In your response address
your
future income forecasts, future acquisitions and funding for those
acquisitions.
* * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information. Please file your response
letter
on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Inessa Berenbaum, Staff Accountant, at (202)
824-5288 or Dean Suehiro, Senior Staff Accountant, at (202) 942-
1894
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 942-1990 with any
other questions.
Sincerely,
Larry Spirgel
Assistant Director
??
??
??
??
Mr. Randy Taylor
Citadel Broadcasting Corporation
April 13, 2005
Page 4
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE