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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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
(Exact name of registrant as specified in its charter)
NEVADA 86-0748219
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CITY CENTER WEST, SUITE 400 89128
7201 WEST LAKE MEAD BOULEVARD, LAS VEGAS, NEVADA (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 804-5200
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: common stock, $.001
par value per share
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 __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant, based on the closing sale price of the common
stock on March 15, 2000 as reported by The Nasdaq Stock Market, was
approximately $853,534,944. Shares of common stock held by each executive
officer and director of the registrant and by each person who owns 5% or more of
the outstanding common stock have been excluded in that such persons may be
deemed to be affiliates of the registrant. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
As of March 15, 2000, there were 36,811,670 shares of common stock, $.001
par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None
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CITADEL COMMUNICATIONS CORPORATION
FORM 10-K
DECEMBER 31, 1999
INDEX
PAGE
----
PART I
Item 1 - Business.................................................. 4
Item 2 - Properties................................................ 28
Item 3 - Legal Proceedings......................................... 29
Item 4 - Submission of Matters to a Vote of Security Holders....... 29
PART II
Item 5 - Market For Registrant's Common Equity and Related
Stockholder Matters....................................... 29
Item 6 - Selected Financial Data................................... 30
Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations....................... 31
Item 7A - Quantitative and Qualitative Disclosures About Market
Risk...................................................... 41
Item 8 - Financial Statements and Supplementary Data............... 41
Item 9 - Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure....................... 41
PART III
Item 10 - Directors and Executive Officers of the Registrant........ 42
Item 11 - Executive Compensation.................................... 44
Item 12 - Security Ownership of Certain Beneficial Owners and
Management................................................ 49
Item 13 - Certain Relationships and Related Transactions............ 52
PART IV
Item 14 - Exhibits, Financial Statement Schedules and Reports on
Form 8-K.................................................. 53
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FORWARD-LOOKING STATEMENTS
Certain matters in this Form 10-K, including, without limitation, certain
matters discussed under Item 1, Business, Item 7, Management's Discussion and
Analysis of Financial Condition and Results of Operations, and Item 7A,
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. We based these forward-looking statements largely on our current
expectations and projections about future events and financial trends affecting
our business. The words "believes," "may," "will," "anticipates," "intends,"
"expects" and similar words are intended to identify forward-looking statements.
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 our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Our forward-looking
statements are subject to risks, uncertainties and assumptions including, among
other things:
- the realization of our business strategy,
- general economic and business conditions, both nationally and in our
radio markets,
- our expectations and estimates concerning future financial performance,
financing plans and the impact of competition,
- anticipated trends in our industry,
- the impact of current or pending legislation and regulation and antitrust
considerations, and
- other risks and uncertainties discussed in Item 1, Business, under the
headings "Competition," "Federal Regulation of Radio Broadcasting" and
"Risk Factors," Item 3, Legal Proceedings, Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations,
and Item 7A, Quantitative and Qualitative Disclosures about Market Risk.
In light of these risks and uncertainties, the forward-looking events and
circumstances discussed in this report might not transpire. We undertake no
obligation to publicly update or revise any forward-looking statements because
of new information, future events or otherwise.
INTRODUCTORY STATEMENT
Our subsidiary, Citadel Broadcasting Company, owns and operates our radio
stations. Unless the context otherwise requires, references in this report to
Citadel Communications and the terms "we," "our" and "us" include Citadel
Broadcasting.
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PART I
ITEM 1. BUSINESS
We are a radio broadcaster in the United States that focuses primarily on
acquiring, developing and operating radio stations in mid-sized markets. If we
complete all of our pending transactions, we will own or operate 138 FM and 61
AM radio stations in 42 markets, including clusters of four or more stations in
31 markets, and sell advertising in the United States for one Canadian FM radio
station.
Our primary strategy is to secure and maintain a leadership position in the
markets we serve and to expand into additional markets where we believe a
leadership position can be obtained. Upon entering a market, we seek to acquire
stations which, when integrated with our existing operations, allow us to reach
a wider range of demographic groups that appeal to advertisers, increase revenue
and achieve substantial cost savings.
Our portfolio of radio stations is diversified in terms of format, target
demographics and geographic location. Because of the size of our portfolio and
our individual radio station groups, we believe we are not unduly reliant upon
the performance of any single station. We also believe that the diversity of our
portfolio of radio stations helps insulate us from downturns in specific markets
and changes in format preferences.
A radio station's actual city of license may be different from the
metropolitan market indicated as being served by the station.
CORPORATE HISTORY
Citadel Broadcasting was formed August 21, 1991 as a Nevada corporation. In
1992 Citadel Broadcasting acquired all of the radio stations then owned or
operated by Citadel Associates Limited Partnership and Citadel Associates
Montana Limited Partnership and certain other radio stations. Lawrence R.
Wilson, Chief Executive Officer of Citadel Communications and Citadel
Broadcasting, was a co-founder and one of the two general partners of Citadel
Associates Limited Partnership and Citadel Associates Montana Limited
Partnership. In 1993, Citadel Communications was incorporated and Citadel
Broadcasting was reorganized as a wholly owned subsidiary of Citadel
Communications. Citadel Communications currently owns all of the issued and
outstanding common stock of Citadel Broadcasting.
We acquired ownership of additional radio stations in each of 1993, 1994,
1996, 1997, 1998 and 1999. In the various transactions we completed in 1999, we
acquired 57 radio stations in 14 markets and we sold 26 radio stations in seven
markets.
Beginning in late 1997, we acquired ownership of, and began operating, an
internet service provider, eFortress, which offers its subscribers a variety of
services, including electronic mail and access to the internet. In December
1999, we decided to discontinue our internet operations and adopted a plan for
the sale of eFortress. Although there can be no assurance, we expect to complete
this sale in the second quarter of 2000. For additional information about these
discontinued operations, see Note 3 of the Notes to our Consolidated Financial
Statements included in this report in Item 8, Financial Statements and
Supplementary Data.
OPERATING STRATEGY
Our operating strategy focuses on maximizing our radio stations' appeal to
advertisers, and consequently our revenue and cash flow. In order to achieve
these goals, we have implemented the strategies described below. We intend to
continue to expand our existing strategies and to develop new methods to enhance
revenue and reduce costs.
OWNERSHIP OF STRONG RADIO STATION GROUPS. We seek to secure and maintain a
leadership position in the markets we serve by owning multiple stations in those
markets. By coordinating programming, promotional and selling strategies among
each group of local stations, we attempt to capture a wide range of demographic
listener groups which appeal to advertisers. We believe that the diversification
of our programming formats and our collective inventory of available advertising
time strengthen relationships with advertisers and increase our ability to
maximize the value of our inventory. We believe that having multiple stations in
a market also enhances our
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ability to market the advantages of radio advertising versus other advertising
media, such as newspapers and television, thus potentially increasing radio's
share of total advertising dollars spent in a given market.
We believe that our ability to leverage the existing programming and sales
resources of our radio station groups enables us to enhance the growth potential
of both new and underperforming stations while reducing the risks associated
with undertaking means of improving station performance, including launching new
formats. We also believe that operating leading station groups allows us to
attract and retain talented local management teams, on-air personalities and
sales personnel, which we believe are essential to operating success.
Furthermore, we seek to achieve substantial cost savings through the
consolidation in each of our markets of facilities, management, sales and
administrative personnel and operating resources, such as on-air talent,
programming and music research.
AGGRESSIVE SALES AND MARKETING. We seek to maximize our share of local
advertising revenue in each of our markets through aggressive sales and
marketing initiatives. We provide extensive training for our sales personnel
through our proprietary interactive training program designed to improve the
selling skills of all sales personnel, both new hires and veteran sales
personnel, and we retain various independent consultants who hold frequent
seminars for, and are available for consultation with, our sales personnel. We
also emphasize regular, informal exchanges of ideas among our management and
sales personnel across our various markets. We seek to maximize our revenue by
utilizing inventory management techniques that allow us to provide our sales
personnel with frequent price adjustments based on regional and local market
conditions. To further strengthen our relationship with advertisers, we also
offer and market our ability to create customer traffic through on-site events
staged at, and broadcast from, the advertisers' business locations. We believe
that, prior to their acquisition by us, many of our acquired stations had
underperformed in sales, due primarily to undersized and under trained sales
staffs responsible for selling inventory on multiple stations. Accordingly, we
have significantly expanded the sales forces of many of our acquired stations
and implemented our training program.
TARGETED PROGRAMMING. To maintain or improve our position in each market,
we combine extensive market research with an assessment of our competitors'
vulnerabilities in order to identify significant and sustainable target
audiences. We then tailor the programming, marketing and promotion of each radio
station to maximize its appeal to its target audience. We attempt to build
strong markets by:
- creating distinct, highly visible profiles for our on-air personalities,
particularly those broadcasting during morning drive time traditionally
between 6:00 a.m. and 10:00 a.m.,
- formulating recognizable brand names for select stations such as the
"Bull" and "Cat Country," and
- actively participating in community events and charities.
DECENTRALIZED OPERATIONS. We believe that radio is primarily a local
business and that much of our success is the result of the efforts of regional
and local management and staff. Accordingly, we decentralize much of our
operations to these levels. Each of our regional and local station groups is
managed by a team of experienced broadcasters who understand the musical tastes,
demographics and competitive opportunities of the particular market. Regional
and local managers are responsible for preparing annual operating budgets, and a
portion of their compensation is linked to meeting or surpassing their operating
targets. Corporate management approves each station group's annual operating
budget and imposes strict financial reporting requirements to track station
performance. Corporate management is responsible for long range planning,
establishing corporate policies and serving as a resource to local management.
We have implemented local sales reporting systems at each station to provide
local and corporate management with daily sales information.
ACQUISITION STRATEGY
Our acquisition strategy is focused on acquiring additional radio stations
in both our existing markets and in new markets in which we believe we can
effectively use our operating strategies. We anticipate that we will continue to
focus on mid-sized markets rather than attempt to expand into larger markets.
Competition among potential purchasers for suitable radio station acquisitions
is intense throughout the United States. We expect to continue to identify and
pursue acquisition opportunities to complement and expand our station portfolio.
Although we have identified further acquisition opportunities, we cannot assure
you that we will be able to reach
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agreement with the identified candidates, that, in the future, we will be able
to identify other suitable and available acquisition opportunities or that we
will be able to complete any such acquisition opportunities. Additional risks
and uncertainties related to our acquisition strategy are discussed below under
the headings "Federal Regulation of Radio Broadcasting" and "Risk Factors."
In evaluating acquisition opportunities in new markets, we assess our
potential to build leading radio station groups in those markets over time. We
believe that the creation of strong station groups in local markets is essential
to our operating success and generally will not consider entering a new market
unless we believe we can acquire multiple stations in the market. We also
analyze a number of additional factors which we believe are important to our
success, including the number and quality of commercial radio signals
broadcasting in the market, the nature of the competition in the market, our
ability to improve the operating performance of the radio station or stations
under consideration and the general economic conditions of the market.
We believe that our acquisition strategy, if properly implemented, could
have a number of benefits, including:
- diversified revenue and broadcast cash flow across a greater number of
stations and markets,
- improved broadcast cash flow margins through the consolidation of
facilities and the elimination of redundant expenses,
- broadened range of advertising packages to offer advertisers,
- improved leverage in various key vendor negotiations,
- enhanced appeal to top industry management talent, and
- increased overall scale which should facilitate our capital raising
activities.
PENDING TRANSACTIONS
There are several transactions currently pending which, if completed, would
result in our purchasing 48 FM and 28 AM radio stations, acquiring the right to
operate one additional FM radio station, acquiring the right to sell advertising
in the United States for one Canadian FM radio station and selling two AM radio
stations. The aggregate purchase price for our pending acquisitions is
approximately $510.2 million in cash, 200,000 shares of our common stock valued
at approximately $10.1 million, based on the closing price of our common stock
on December 2, 1999, and one AM radio station in each of Albuquerque, New Mexico
and Binghamton, New York. Under certain circumstances, our common stock may not
be delivered as a portion of the aggregate purchase price. In that event,
approximately $10.1 million in cash will be substituted for our common stock.
The completion of each of our pending transactions is subject to various
conditions, including Federal Communications Commission consent to the
assignment of the station licenses to us or consent to transfer of control of
the station licenses to us, as the case may be, and the expiration or
termination of any applicable waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. Although we believe these
closing conditions are generally customary for transactions of this type, there
can be no assurance that the conditions will be satisfied.
The following is a brief discussion of each of our pending transactions:
- On October 5, 1999, we entered into an asset purchase agreement with
Kenneth A. Rushton, as Trustee of the Chapter 7 bankruptcy estate of
Venture Broadcasting, Inc., to acquire one AM radio station serving the
Salt Lake City, Utah market, including the related tower site, for a
purchase price of approximately $0.6 million in cash, which has been paid
and is being held in escrow pending closing of the transaction. An
application seeking FCC approval of assignment of the station license was
filed on October 25, 1999, and an initial grant of the application was
received on February 29, 2000. The closing of this transaction had been
delayed as a petition to deny the transfer of the license had been filed
with the FCC. We now anticipate that this acquisition will close in April
2000. Pending closing of this transaction, we operate the station to be
acquired under a local marketing agreement.
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- On October 8, 1999, we entered into an exchange agreement with Titus
Broadcasting Systems, Inc. to acquire one AM radio station in Binghamton,
New York in exchange for one AM radio station in Binghamton owned by us
and approximately $0.6 million in cash. We have delivered an irrevocable
letter of credit in favor of Titus Broadcasting Systems, Inc. in the
amount of $30,000 to secure our obligations under the exchange agreement.
An application seeking FCC approval of assignment of the station licenses
was filed on October 22, 1999. The closing of this transaction has been
delayed by the FCC's analysis of market revenue share in Binghamton.
- On October 27, 1999, we entered into an asset purchase agreement with
Broadcasting Partners Holdings, L.P. to acquire 23 FM and 13 AM radio
stations in 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 is approximately $190.0
million in cash. We have delivered an irrevocable letter of credit in
favor of Broadcasting Partners Holdings in the amount of $12.0 million to
secure our obligations under the asset purchase agreement. The stations
indicated include one AM radio station in Buffalo/Niagara Falls that an
affiliate of the seller has entered into an agreement to purchase. If
this transaction has not been completed prior to our acquisition, we will
be assigned the rights under the purchase agreement. An application
seeking FCC approval of assignment of the station licenses was filed on
November 9, 1999, and an initial grant of the application was received on
February 28, 2000. The closing of this transaction had been delayed by
the FCC's analysis of market revenue share in various markets. We now
anticipate that this acquisition will close in April 2000 (other than the
acquisition of the one AM station in Buffalo/ Niagara Falls referred to
above for which we will be assigned the rights under the purchase
agreement).
- On November 16, 1999, we entered into an asset purchase agreement with
KSMB/KACY Radio Broadcasting Company, KVOL Radio Broadcasting Company and
Powell Broadcasting Company, Inc. to acquire two FM and two AM radio
stations in Lafayette, Louisiana for the purchase price of approximately
$8.5 million in cash. We have delivered an irrevocable letter of credit
in favor of KSMB/ KACY Radio Broadcasting and KVOL Radio Broadcasting in
the amount of $425,000 to secure our obligations under the asset purchase
agreement. An application seeking FCC approval of assignment of the
station licenses was filed on December 10, 1999, and an initial grant of
the application was received on March 15, 2000. The closing of this
transaction had been delayed by the FCC's analysis of market revenue
share in Lafayette. We now anticipate that this acquisition will close in
March or April 2000.
- On November 16, 1999, we entered into an asset purchase agreement with
LifeTalk Broadcasting Association to acquire one AM radio station in
Albuquerque, New Mexico in exchange for one AM radio station in
Albuquerque owned by us and approximately $5.4 million in cash, of which
$1.0 million has been paid in advance. An application seeking FCC
approval of assignment of the station licenses was filed on December 6,
1999, and an initial grant of the application was received on March 23,
2000. The closing of this transaction had been delayed by the FCC's
analysis of market revenue share in Albuquerque. We now anticipate that
this transaction will close in April or May 2000.
- On December 3, 1999, we entered into an asset purchase agreement with
Montachusett Broadcasting, Inc. to acquire one FM radio station serving
the Worcester, Massachusetts market for the purchase price of
approximately $3.5 million in cash, which has been paid and is being held
in escrow pending closing of the transaction. We have delivered an
irrevocable letter of credit in favor of Montachusett Broadcasting in the
amount of $200,000 to secure our obligations under the asset purchase
agreement. An application seeking FCC approval of assignment of the
station licenses was filed on December 9, 1999, an initial grant of the
application was received on February 4, 2000 and a final order was
received on March 20, 2000. We expect to close this transaction at such
time that an order is issued in an FCC proceeding to change the station's
city of license. Pending closing of this transaction, we operate the
station to be acquired under a local marketing agreement.
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- On December 3, 1999, we entered into an asset purchase agreement with
Liggett Broadcast, Inc. and certain of its affiliates to acquire 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 and one FM radio station serving the Flint, Michigan market. The
aggregate purchase price is approximately $120.5 million, consisting of
200,000 shares of our common stock valued at $50.375 per share, based on
the closing share price of the common stock on December 2, 1999, and
approximately $110.4 million in cash. However, if the value of the common
stock at the time of closing, based on the 20-day average closing sale
price per share prior to closing, is less than $45.3375 (90% of the value
on December 2, 1999), then no common stock will be issued and the
purchase price will be paid entirely in cash. We have delivered an
irrevocable letter of credit in favor of Liggett Broadcast in the amount
of $6.0 million to secure our obligations under the asset purchase
agreement. An application seeking FCC approval of assignment of the
station licenses was filed on December 20, 1999, and an initial grant of
the full application was received on February 24, 2000.
In February 2000, we received a request for additional information and
documents from the United States Department of Justice relating to
stations in Saginaw/Bay City/Midland. Under the applicable rules, this
request extends the waiting period under the Hart-Scott-Rodino Act for a
period of 20 days after receipt by the Department of Justice of the
information and documents requested from all parties from whom such
information and documents have been requested. To resolve the Department
of Justice's concerns, we may agree to sell one or more of our existing
stations, or stations to be acquired, serving Saginaw/Bay City/Midland in
connection with our acquisition of stations from Liggett Broadcast and
its affiliates.
- On December 21, 1999, we entered into an asset purchase agreement with
WBA, Inc. to acquire one FM radio station serving the Worcester,
Massachusetts market for the purchase price of approximately $14.3
million in cash. We have delivered an irrevocable letter of credit in
favor of WBA in the amount of $712,500 to secure our obligations under
the asset purchase agreement. An application seeking FCC approval of
assignment of the station licenses was filed on January 6, 2000.
- On January 23, 2000, we entered into a stock purchase agreement with
Bloomington Broadcasting Holdings, Inc. and its stockholders to purchase
all of the issued and outstanding capital stock of Bloomington
Broadcasting Holdings. Through its subsidiaries, Bloomington Broadcasting
Holdings is expected to own and operate at closing 13 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 for the aggregate purchase
price of approximately $176.0 million in cash. This amount includes
repayment of indebtedness of Bloomington Broadcasting Holdings that may
be outstanding at the time of closing and a deferred obligation relating
to a recent radio station purchase by Bloomington Broadcasting Holdings.
Certain purchase price adjustments may also be made at closing. We have
delivered an irrevocable letter of credit in favor of Bloomington
Broadcasting Holdings in the amount of $15.0 million to secure our
obligations under the stock purchase agreement. The stations indicated
include one AM radio station serving the Johnson City/Kingsport/Bristol
market that Bloomington Broadcasting Holdings has entered into an
agreement to purchase. If this transaction has not been completed prior
to completion of our acquisition of Bloomington Broadcasting Holdings, we
will be assigned the rights under the purchase agreement. An application
seeking FCC approval of transfer of control of the station licenses was
filed on February 4, 2000. The closing of this transaction has been
delayed by the FCC's analysis of market revenue share in Grand Rapids,
Columbia, Johnson City/ Kingsport/Bristol and Bloomington.
- On January 31, 2000, we entered into an asset purchase agreement with CAT
Communications Corporation to acquire one FM radio station and one AM
radio station serving the Worcester, Massachusetts market for the
purchase price of approximately $0.9 million. We have delivered an
irrevocable letter of credit in favor of CAT Communications in the amount
of $75,000 to secure our obligations under the asset purchase agreement.
An application seeking FCC approval of assignment of the station licenses
was filed on February 10, 2000.
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We expect to close one or more of our pending transactions following
receipt of an initial grant from the FCC, but prior to receipt of a final order
from the FCC. Until an order becomes final, third parties may file a request for
reconsideration or judicial review or the FCC may reconsider the grant on its
own motion. Such action could expose us to a modification or set aside of the
initial approval. There can be no assurance that a modification or set aside
will not occur should we elect to close a transaction prior to receipt of a
final order from the FCC. See the discussion below under the heading "Federal
Regulation of Radio Broadcasting" and the subheading "Ownership Matters."
STATION PORTFOLIO
We have a national presence, and our portfolio of stations is diversified
in terms of format and target demographics, as well as geographic location. This
diversity reduces our reliance upon the performance of any single station and
helps insulate us from downturns in specific markets and changes in format
preferences.
If we complete all of our pending transactions, we will own 136 FM and 61
AM radio stations in 42 mid-sized markets, operate two additional FM radio
stations, one in Reno, Nevada and one in Atlantic City/Cape May, New Jersey,
pursuant to a local marketing agreement and a program service and time brokerage
agreement, respectively, and sell advertising in the United States for one
Canadian FM radio station. The following table shows the radio stations we will
own or operate assuming completion of the pending transactions described above.
We obtained all metropolitan statistical area rank information for all markets
from Investing in Radio 1999 Market Report (3rd ed.) published by BIA
Publications, Inc.
NUMBER OF
STATIONS
MSA ---------
RANK FM AM
---- --- ---
Providence, RI.............................................. 33 4 2
Salt Lake City, UT(1)....................................... 35 4 3
Buffalo/Niagara Falls, NY(1)(2)............................. 43 3 2
Oklahoma City, OK........................................... 54 4 1
Wilkes-Barre/Scranton, PA................................... 64 7 4
Grand Rapids, MI(1)......................................... 66 3 1
Allentown/Bethlehem, PA..................................... 67 2 --
Albuquerque, NM(1).......................................... 71 5 3
Syracuse, NY(1)............................................. 73 3 1
Harrisburg/Lebanon/Carlisle, PA(3).......................... 76 3 1
Baton Rouge, LA............................................. 82 4 2
Little Rock, AR(4).......................................... 83 8 3
Spokane, WA................................................. 88 4 3
Columbia, SC(1)............................................. 89 3 1
Colorado Springs, CO........................................ 94 3 2
Johnson City/Kingsport/Bristol, TN(1)....................... 95 2 3
Lafayette, LA(1)............................................ 98 5 3
Chattanooga, TN(1).......................................... 102 3 1
York, PA(3)................................................. 103 -- 1
Charleston, SC.............................................. 104 5 3
Worcester, MA(1)............................................ 112 4 1
Lansing/East Lansing, MI(1)................................. 114 4 2
Flint, MI(1)................................................ 116 1 --
Portsmouth/Dover/Rochester, NH.............................. 117 4 --
Modesto, CA................................................. 122 4 1
Saginaw/Bay City/Midland, MI(1)(5).......................... 124 7 1
Boise, ID................................................... 126 4 1
Reno, NV(6)................................................. 127 4 1
Atlantic City/Cape May, NJ(1)(7)............................ 136 3 1
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NUMBER OF
STATIONS
MSA ---------
RANK FM AM
---- --- ---
Tyler/Longview, TX(1)....................................... 140 1 4
Portland, ME................................................ 160 6 --
New London, CT(1)........................................... 164 2 1
New Bedford/Fall River, MA(1)............................... 165 1 1
Binghamton, NY(1)........................................... 166 3 2
Bloomington, IL(1).......................................... 230 2 1
Monroe, LA(1)............................................... 233 4 --
Augusta/Waterville, ME(1)................................... 249 2 2
Ithaca, NY(1)............................................... 258 1 1
Presque Isle, ME(1)......................................... NA 3 --
Dennysville/Calais, ME(1)................................... NA 1 --
Muncie, IN.................................................. NA 1 1
Kokomo, IN.................................................. NA 1 --
--- --- --
TOTAL.................................................. 138 61
- ---------------
NA -- information not available
(1) The completion of our pending transactions in these markets is subject to
various conditions. Although we believe these closing conditions are
generally customary for transactions of this type, there can be no assurance
that the conditions will be satisfied.
(2) The stations indicated do not include one FM radio station in Niagara Falls,
Ontario for which we expect to sell advertising in the United States under a
joint sales agreement.
(3) Harrisburg/Lebanon/Carlisle and York are adjacent markets with numerous
overlapping radio signals.
(4) Three of these stations primarily serve the surrounding communities outside
of Little Rock.
(5) We may agree to sell one or more of the indicated stations serving
Saginaw/Bay City/Midland in connection with our pending acquisition of
stations serving Saginaw/Bay City/Midland.
(6) We operate one of the listed FM radio stations in Reno under a local
marketing agreement. We do not own this station.
(7) We expect to operate one of the listed FM stations in Atlantic City/Cape May
under a program service and time brokerage agreement. We will not own this
station, but expect that we will have an option to purchase this station
beginning in 2001.
ADVERTISING SALES
Virtually all of our revenue is generated from the sale of local, regional
and national advertising for broadcast on our radio stations. In 1999,
approximately 81% of our net broadcasting revenue was generated from the sale of
local and regional advertising. Additional broadcasting revenue is generated
from the sale of national advertising, network compensation payments and other
miscellaneous transactions. See Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations, under the heading "General." The
major categories of our advertisers include telephone companies, restaurants,
fast food, automotive and grocery. Each station's local sales staff solicits
advertising either directly from the local advertiser or indirectly through an
advertising agency. We pay a higher commission rate to the sales staff for
generating direct sales because we believe that through direct advertiser
relationships we can better understand the advertiser's business needs and more
effectively design an advertising campaign to help the advertiser sell its
product or service. We employ personnel in each of our markets to produce
commercials for the advertisers. National sales are made by a firm specializing
in radio advertising sales on the national level in exchange for a commission
from us that is based on our gross revenue from the advertising obtained.
Regional sales, which we define as sales in regions surrounding our markets to
companies that advertise in our markets, are generally made by our local sales
staff.
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Depending on the programming format of a particular station, we estimate
the optimum number of advertisements available for sale. 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.
Our stations strive to maximize revenue by managing their on-air inventory of
advertising time and adjusting prices based on local market conditions and on
our ability, through our marketing efforts, to provide advertisers with an
effective means of reaching a targeted demographic group. Each of our stations
has a general target level of on-air inventory that it makes available for
advertising. This target level of inventory for sale may be different at
different times of the day but tends to remain stable over time. Much of our
selling activity is based on demand for our radio stations' on-air inventory
and, in general, we respond to this demand by varying prices rather than by
varying our target inventory level for a particular station. Therefore, most
changes in revenue are explained by demand-driven pricing changes rather than by
changes in the available inventory.
We believe that radio is one of the most efficient and cost-effective means
for advertisers to reach specific demographic groups. Advertising rates charged
by radio stations are based primarily on:
- a station's share of audiences in the demographic groups targeted by
advertisers, as measured by ratings surveys estimating the number of
listeners tuned to the station at various times,
- the number of stations in the market competing for the same demographic
groups,
- the supply of, and demand for, radio advertising time, and
- certain qualitative factors.
Rates are generally highest during morning and afternoon commuting hours.
A station's listenership is reflected in ratings surveys that estimate the
number of listeners tuned to the station and the time they spend listening. Each
station's ratings are used by our advertisers and advertising representatives to
consider advertising with the station and are used by us to chart audience
growth, set advertising rates and adjust programming. The radio broadcast
industry's principal ratings service is The Arbitron Company, which publishes
periodic ratings surveys for significant domestic radio markets. These surveys
are our primary source of ratings data.
COMPETITION
The radio broadcasting industry is highly competitive. The success of each
of our stations depends largely upon its audience ratings and its share of the
overall advertising revenue within its market. Our audience ratings and
advertising revenue are subject to change, and any adverse change in a
particular market affecting advertising expenditures or an adverse change in the
relative market positions of the stations located in a particular market could
have a material adverse effect on the revenue of our radio stations located in
that market. There can be no assurance that any one of our radio stations will
be able to maintain or increase its current audience ratings or advertising
revenue market share.
Our stations compete for listeners and advertising revenue directly with
other radio stations within their respective markets. Radio stations compete for
listeners primarily on the basis of program content that appeals to a particular
demographic group. By building a strong listener base consisting of a specific
demographic group in each of our markets, we are able to attract advertisers
seeking to reach those listeners. Companies that operate radio stations must be
alert to the possibility of another station changing its format to compete
directly for listeners and advertisers. Another station's decision to convert to
a format similar to that of one of our radio stations in the same geographic
area may result in lower ratings and advertising revenue, increased promotion
and other expenses and, consequently, lower broadcast cash flow for us.
Factors that are material to a radio station's competitive position include
management experience, the station's local audience rank in its market,
transmitter power, assigned frequency, audience characteristics, local program
acceptance and the number and characteristics of other radio stations in the
market area. We attempt to improve our competitive position in each market by
extensively researching our stations' programming, by implementing advertising
campaigns aimed at the demographic groups for which our stations program and by
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managing our sales efforts to attract a larger share of advertising dollars.
However, we compete with some organizations that have greater financial
resources than we have.
FCC policies and rules permit ownership and operation of multiple local
radio stations. We believe that radio stations that elect to take advantage of
joint arrangements such as local marketing agreements or joint sales agreements
may in certain circumstances have lower operating costs and may be able to offer
advertisers more attractive rates and services. Although we currently operate
multiple stations in most of our markets and intend to pursue the creation of
additional multiple station groups, our competitors in certain markets include
operators of multiple stations or operators who already have entered into local
marketing agreements or joint sales agreements. We also compete with other radio
station groups to purchase additional stations. Some of these groups are owned
or operated by companies that have substantially greater financial and other
resources than we have.
Although the radio broadcasting industry is highly competitive, some
barriers to entry exist. The operation of a radio broadcast station requires a
license from the FCC, and the number of radio stations that can operate in a
given market is limited by the availability of FM and AM radio frequencies
allotted by the FCC to communities in that market, as well as by the FCC's
multiple ownership rules regulating the number of stations that may be owned and
controlled by a single entity. The FCC's multiple ownership rules have changed
significantly as a result of the Telecommunications Act. For more information
about FCC regulation and the provisions of the Telecommunications Act, see the
discussion below under the heading "Federal Regulation of Radio Broadcasting."
Our stations also compete for advertising revenue with other media, including
newspapers, broadcast television, cable television, magazines, direct mail,
coupons and outdoor advertising. In addition, the radio broadcasting industry is
subject to competition from new media technologies that are being developed or
introduced, such as the delivery of audio programming by cable television
systems, by satellite and by digital audio broadcasting. Digital audio
broadcasting may deliver by satellite to nationwide and regional audiences,
multi-channel, multi-format, digital radio services with sound quality
equivalent to compact discs. The delivery of information through the Internet
has also created a new form of competition. The radio broadcasting industry
historically has grown despite the introduction of new technologies for the
delivery of entertainment and information. A growing population and greater
availability of radios, particularly car and portable radios, have contributed
to this growth. There can be no assurance, however, that the development or
introduction in the future of any new media technology will not have an adverse
effect on the radio broadcasting industry.
The FCC has recently authorized spectrum for the use of a new technology,
satellite digital audio radio services, to deliver audio programming. Digital
audio radio services may provide a medium for the delivery by satellite or
terrestrial means of multiple new audio programming formats to local and
national audiences. It is not known at this time whether this digital technology
also may be used in the future by existing radio broadcast stations either on
existing or alternate broadcasting frequencies. The FCC has acted to create a
new low power radio service which could open up opportunities for low cost
neighborhood service on frequencies which would not interfere with existing
stations.
We cannot predict what other matters might be considered in the future by
the FCC, nor can we assess in advance what impact, if any, the implementation of
any of these proposals or changes might have on our business. See the discussion
below under the heading "Federal Regulation of Radio Broadcasting."
FEDERAL REGULATION OF RADIO BROADCASTING
INTRODUCTION. The ownership, operation and sale of broadcast stations,
including those licensed to us, are subject to the jurisdiction of the FCC. The
FCC acts under authority derived from the Communications Act of 1934, as
amended. The Communications Act was amended in 1996 by the Telecommunications
Act of 1996 to make changes in several broadcast laws. Among other things, the
FCC:
- assigns frequency bands for broadcasting,
- determines whether to approve changes in ownership or control of station
licenses,
- regulates equipment used by stations,
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- adopts and implements regulations and policies that directly or
indirectly affect the ownership, operation and employment practices of
stations, and
- has the power to impose penalties for violations of its rules under the
Communications Act.
The following is a brief summary of certain provisions of the
Communications Act and of specific FCC regulations and policies. Failure to
observe these or other rules and policies can result in the imposition of
various sanctions, including fines, the grant of short (less than the maximum)
license renewal terms or, for particularly egregious violations, the denial of a
license renewal application, the revocation of a license or the denial of FCC
consent to acquire additional broadcast properties. Reference should be made to
the Communications Act, FCC rules and the public notices and rulings of the FCC
for further information concerning the nature and extent of federal regulation
of broadcast stations.
LICENSE GRANT AND RENEWAL. Until recently, radio broadcast licenses were
granted for maximum terms of seven years, but acting under the authority of the
Telecommunications Act, the FCC recently revised its rules to extend the maximum
term for future renewals to eight years. Licenses may be renewed through an
application to the FCC. The Telecommunications Act prohibits the FCC from
considering any competing applications for the radio frequency if the FCC finds
that the licensee's station has served the public interest, convenience and
necessity, that there have been no serious violations by the licensee of the
Communications Act or the rules and regulations of the FCC, and that there have
been no other violations by the licensee of the Communications Act or the rules
and regulations of the FCC that, when taken together, would constitute a pattern
of abuse.
Petitions to deny license renewals can be filed by interested parties,
including members of the public. These petitions may raise various issues before
the FCC. The FCC is required to hold hearings on renewal applications if the FCC
is unable to determine that renewal of a license would serve the public
interest, convenience and necessity, or if a petition to deny raises a
substantial and material question of fact as to whether the grant of the renewal
application would be prima facie inconsistent with the public interest,
convenience and necessity. Also, during certain periods when a renewal
application is pending, the transferability of the applicant's license is
restricted.
We are not currently aware of any facts that would prevent the timely
renewal of our licenses to operate our radio stations, although there can be no
assurance that our licenses will be renewed.
The FCC classifies each AM and FM station. An AM station operates on either
a clear channel, regional channel or local channel. A clear channel is one on
which AM stations are assigned to serve wide areas. Clear channel AM stations
are classified as either: Class A stations, which operate on an unlimited time
basis and are designated to render primary and secondary service over an
extended area; Class B stations, which operate on an unlimited time basis and
are designed to render service only over a primary service area; or Class D
stations, which operate either during daytime hours only, during limited times
only or on an unlimited time basis with low nighttime power. A regional channel
is one on which Class B and Class D AM stations may operate and serve primarily
a principal center of population and the rural areas contiguous to it. A local
channel is one on which AM stations operate on an unlimited time basis and serve
primarily a community and the suburban and rural areas immediately contiguous
thereto. Class C AM stations operate on a local channel and are designed to
render service only over a primary service area that may be reduced as a
consequence of interference.
The minimum and maximum facilities requirements for an FM station are
determined by its class. FM class designations depend upon the geographic zone
in which the transmitter of the FM station is located. In general, commercial FM
stations are classified as follows, in order of increasing power and antenna
height: Class A, B1, C3, B, C2, C1 and C.
The following table sets forth the market, call letters, FCC license
classification, antenna height above average terrain (HAAT), power and frequency
of each of the stations we own or operate, assuming the completion
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of the pending transactions described above under the heading "Pending
Transactions," and the date on which each station's FCC license expires.
As you review the information in the following table, you should note the
following:
- The symbol "*" indicates a station which is the subject of one of our
pending transactions. The completion of each of the pending transactions
is subject to conditions. Although we believe these conditions are
generally customary for transactions of this type, there can be no
assurance that the conditions will be satisfied. See the discussion above
under the heading "Pending Transactions."
- A station's actual city of license may be different from the shown
metropolitan market served. In addition, three of the stations listed as
Little Rock stations primarily serve the surrounding communities outside
of Little Rock.
- Pursuant to FCC rules and regulations, many AM radio stations are
licensed to operate at a reduced power during nighttime broadcasting
hours, which results in reducing the radio station's coverage during
those hours of operation. Both power ratings are shown, where applicable.
EXPIRATION
HAAT DATE OF
FCC IN POWER IN FCC
MARKET STATION CLASS METERS KILOWATTS FREQUENCY LICENSE
- ------ ------------ ----- ------ ----------- --------- ----------
Providence, RI..................... WPRO-AM B NA 5.0 630 kHz 04-01-06
WPRO-FM B 168 39.0 92.3 MHz 04-01-06
WSKO-AM B NA 5.0 790 kHz 04-01-06
WWLI-FM B 152 50.0 105.1 MHz 04-01-06
WHCK-FM A 163 2.3 99.7 MHz 04-01-06
WHKK-FM A 90 4.2 100.3 MHz 04-01-06
Salt Lake City, UT................. KBEE-AM B NA 10.0/0.195 860 kHz 10-01-05
KUBL-FM C 1140 26.0 93.3 MHz 10-01-05
KENZ-FM C 869 45.0 107.5 MHz 10-01-05
KBER-FM C 1140 25.0 101.1 MHz 10-01-05
KFNZ-AM B NA 5.0 1320 kHz 10-01-05
KBEE-FM C 894 40.0 98.7 MHz 10-01-05
*KWUN-AM (1) C NA 1.0 1230 kHz 10-01-05
Buffalo/Niagara Falls, NY(2)....... *WGRF-FM B 217 24.0 96.9 MHz 06-01-06
*WEDG-FM B 106 49.0 103.3 MHz 06-01-06
*WHTT-FM B 118 50.0 104.1 MHz 06-01-06
*WMNY-AM D NA 1.0 1120 kHz 06-01-06
*WHLD-AM B NA 5.0/0.144 1270 kHz 06-01-06
Oklahoma City, OK.................. KATT-FM C 363 100.0 100.5 MHz 06-01-05
KYIS-FM C 335.5 100.0 98.9 MHz 06-01-05
KCYI-FM A 96 6.0 97.9 MHz 06-01-05
KNTL-FM A 100 6.0 104.9 MHz 06-01-05
WWLS-AM B NA 1.0 640 kHz 06-01-05
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EXPIRATION
HAAT DATE OF
FCC IN POWER IN FCC
MARKET STATION CLASS METERS KILOWATTS FREQUENCY LICENSE
- ------ ------------ ----- ------ ----------- --------- ----------
Wilkes-Barre/Scranton, PA.......... WAZL-AM C NA 1.0 1490 kHz 08-01-06
WXBE-FM B 222 19.5 97.9 MHz 08-01-06
WARM-AM B NA 5.0 590 kHz 08-01-06
WMGS-FM B 422 5.3 92.9 MHz 08-01-06
WBHT-FM A 336 0.50 97.1 MHz 08-01-06
WXAR-FM A 308 0.30 95.7 MHz 08-01-06
WCTP-FM A 235 0.52 94.3 MHz 08-01-06
WCTD-FM A 207 1.45 93.7 MHz 08-01-06
WKJN-AM B NA 5.0/.037 1440 kHz 08-01-06
WEMR-AM B NA 5.0/1.0 1460 kHz 08-01-06
WEMR-FM A 354 0.24 107.7 MHz 08-01-06
Grand Rapids, MI................... *WKLQ-FM B 152 50.0 94.5 MHz 10-01-04
*WBBL-AM C NA 1.0 1340 kHz 10-01-04
*WLAV-FM B 149 50.0 96.9 MHz 10-01-04
*WODJ-FM B 150 50.0 107.3 MHz 10-01-04
Allentown/Bethlehem, PA............ WCTO-FM B 152 50.0 96.1 MHz 08-01-06
WLEV-FM B 327 10.9 100.7 MHz 08-01-06
Albuquerque, NM.................... KKOB-AM B NA 50.0 770 kHz 10-01-05
KKOB-FM C 1265 20.2 93.3 MHz 10-01-05
KMGA-FM C 1259 22.5 99.5 MHz 10-01-05
KTBL-FM C 1276 20.4 103.3 MHz 10-01-05
KHFM-FM C 1260 20.0 96.3 MHz 10-01-05
KRST-FM C 1268 22.0 92.3 MHz 10-01-05
KNML-AM B NA 1.0/0.5 1050 kHz 10-01-05
*KSVA-AM B NA 5.0 610 kHz 10-01-05
Syracuse, NY....................... *WAQX-FM B1 91 25.0 95.7 MHz 06-01-06
*WLTI-FM A 61 4.0 105.9 MHz 06-01-06
*WNSS-AM B NA 5.0 1260 kHz 06-01-06
*WNTQ-FM B 201 97.0 93.1 MHz 06-01-06
Harrisburg/Lebanon/Carlisle
and York, PA..................... WRKZ-FM B 283 14.1 106.7 MHz 08-01-06
WHYL-FM A 100 H3.0/V2.75 102.3 MHz 08-01-06
WHYL-AM B NA 5.0 960 kHz 08-01-06
WQXA-AM B NA 1.0 1250 kHz 08-01-06
WQXA-FM B 215 25.1 105.7 MHz 08-01-06
Baton Rouge, LA.................... KQXL-FM C2 148 50.0 106.5 MHz 06-01-04
WXOK-AM B NA 5.0/1.0 1460 kHz 06-01-04
WEMX-FM C1 299 100.0 94.1 MHz 06-01-04
WCAC-FM C 306 100.0 103.3 MHz 06-01-04
WIBR-AM B NA 5.0/1.0 1300 kHz 06-01-04
KOOJ-FM C1 304 97.0 93.7 MHz 06-01-04
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EXPIRATION
HAAT DATE OF
FCC IN POWER IN FCC
MARKET STATION CLASS METERS KILOWATTS FREQUENCY LICENSE
- ------ ------------ ----- ------ ----------- --------- ----------
Little Rock, AR.................... KARN-FM A 100 3.0 102.5 MHz 06-01-04
KARN-AM B NA 5.0 920 kHz 06-01-04
KKRN-FM A 100 6.0 101.7 MHz 06-01-04
KIPR-FM C1 286 100.0 92.3 MHz 06-01-04
KOKY-FM A 118 4.10 102.1 MHz 06-01-04
KLAL-FM C2 95 50.0 107.7 MHz 06-01-04
KAFN-FM A 100 6.0 102.5 MHz 06-01-04
KLIH-AM B NA 2.0/1.2 1250 kHz 06-01-04
KURB-FM C 392 100.0 98.5 MHz 06-01-04
KVLO-FM C2 150 50.0 102.9 MHz 06-01-04
KAAY-AM A NA 50.0 1090 kHz 06-01-04
Spokane, WA........................ KGA-AM A NA 50.0 1510 kHz 02-01-06
KDRK-FM C 725 56.0 93.7 MHz 02-01-06
KJRB-AM B NA 5.0 790 kHz 02-01-06
KAEP-FM C 582 100.0 105.7 MHz 02-01-06
KEYF-AM B NA 5.0 1050 kHz 02-01-06
KEYF-FM C 490 100.0 101.1 MHz 02-01-06
KWHK-FM C2 432 5.5 103.9 MHz 02-01-06
Columbia, SC....................... *WTCB-FM C1 240 100.0 106.7 MHz 12-01-03
*WOMG-FM A 94 6.0 103.1 MHz 12-01-03
*WLXC-FM A 100 6.0 98.5 MHz 12-01-03
*WISW-AM B NA 5.0/2.5 1320 kHz 12-01-03
Colorado Springs, CO............... KKFM-FM C 698 71.0 98.1 MHz 04-01-05
KKMG-FM C 695 57.0 98.9 MHz 04-01-05
KSPZ-FM C 649 72.0 92.9 MHz 04-01-05
KVOR-AM B NA 5.0/1.0 1300 kHz 04-01-05
KTWK-AM B NA 3.3/1.5 740 kHz 04-01-05
Johnson City/Kingsport/Bristol,
TN............................... *WQUT-FM C 457 99.0 101.5 MHz 08-01-04
*WKOS-FM A 150 2.75 104.9 MHz 08-01-04
*WJCW-AM B NA 5.0/1.0 910 kHz 08-01-04
*WKIN-AM B NA 5.0/0.50 1320 kHz 08-01-04
*WGOC-AM B NA 10.0/0.81 640 kHz 08-01-04
Lafayette, LA...................... KFXZ-FM A 151 2.6 106.3 MHz 06-01-04
KNEK-FM C3 100 25.0 104.7 MHz 06-01-04
KNEK-AM B NA 0.25 1190 kHz 06-01-04
KRRQ-FM C2 135 50.0 95.5 MHz 06-01-04
*KSMB-FM C 329 100.0 94.5 MHz 06-01-04
*KDYS-AM B NA 10.0/0.5 1520 kHz 06-01-04
*KVOL-FM A 132 3.4 105.9 MHz 06-01-04
*KVOL-AM B NA 5.0/1.0 1330 kHz 06-01-04
Chattanooga, TN.................... *WSKZ-FM C 329 100.0 106.5 MHz 08-01-04
*WOGT-FM C3 295 2.85 107.9 MHz 08-01-04
*WGOW-AM B NA 5.0/1.0 1150 kHz 08-01-04
*WGOW-FM A 87 6.0 102.3 MHz 08-01-04
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EXPIRATION
HAAT DATE OF
FCC IN POWER IN FCC
MARKET STATION CLASS METERS KILOWATTS FREQUENCY LICENSE
- ------ ------------ ----- ------ ----------- --------- ----------
Charleston, SC..................... WSSX-FM C 317 100.0 95.1 MHz 12-01-03
WWWZ-FM C2 150 50.0 93.3 MHz 12-01-03
WMGL-FM C3 128.9 6.5 101.7 MHz 12-01-03
WSUY-FM C 539.5 100.0 96.9 MHz 12-01-03
WNKT-FM C 299.9 100.0 107.5 MHz 12-01-03
WTMA-AM B NA 5.0/1.0 1250 kHz 12-01-03
WTMZ-AM B NA 0.50 910 kHz 12-01-03
WXTC-AM B NA 5.0 1390 kHz 12-01-03
Worcester, MA...................... WXLO-FM B 172 37.0 104.5 MHz 04-01-06
*WORC-FM (3) A 125 1.85 98.9 MHz 04-01-06
*WWFX-FM A 146 2.85 100.1 MHz 04-01-06
*WCAT-FM A 124 1.85 99.9 MHz 04-01-06
*WCAT-AM D NA 2.5 700 kHz 04-01-06
Lansing/East Lansing, MI........... *WMMQ-FM B 150 50.0 94.9 MHz 10-01-04
*WJIM-FM B 156 45.0 97.5 MHz 10-01-04
*WFMK-FM B 183 28.0 99.1 MHz 10-01-04
*WITL-FM B 196 26.5 100.7 MHz 10-01-04
*WVFN-AM D NA 0.50/0.05 730 kHz 10-01-04
*WJIM-AM C NA 0.89 1240 kHz 10-01-04
Flint, MI.......................... *WFBE-FM B 150 50.0 95.1 MHz 10-01-04
Portsmouth/Dover/Rochester, NH..... WOKQ-FM B 150 50.0 97.5 MHz 04-01-06
WXBB-FM A 113.1 2.2 105.3 MHz 04-01-06
WXBP-FM A 100 3.0 102.1 MHz 04-01-06
WPKQ-FM C 1181 H22.5/V17.5 103.7 MHz 04-01-06
Modesto, CA........................ KANM-AM B NA 1.0 970 kHz 12-01-05
KATM-FM B 152 50.0 103.3 MHz 12-01-05
KHKK-FM B 152 50.0 104.1 MHz 12-01-05
KDJK-FM A 624 0.071 103.9 MHz 12-01-05
KHOP-FM B 193 29.5 95.1 MHz 12-01-05
Saginaw/Bay City/Midland, MI(4).... WKQZ-FM C2 169 39.2 93.3 MHz 10-01-04
WYLZ-FM A 151 2.6 100.9 MHz 10-01-04
WIOG-FM B 244 86 102.5 MHz 10-01-04
WILZ-FM A 126 2.9 104.5 MHz 10-01-04
WGER-FM A 116 2.05 106.3 MHz 10-01-04
WSGW-AM B NA 5.0/1.0 790 kHz 10-01-04
*WHNN-FM C 311 100.0 96.1 MHz 10-01-04
*WTCF-FM A 100 3.0 100.5 MHz 10-01-04
Boise, ID.......................... KIZN-FM C 762 44.0 92.3 MHz 10-01-05
KZMG-FM C 802 50.0 93.1 MHz 10-01-05
KKGL-FM C 768 44.0 96.9 MHz 10-01-05
KQFC-FM C 762 47.0 97.9 MHz 10-01-05
KBOI-AM B NA 50.0 960 kHz 10-01-05
Reno, NV........................... KKOH-AM B NA 50.0 780 kHz 10-01-05
KNEV-FM C 695 60.0 95.5 MHz 10-01-05
KBUL-FM C 699 72.0 98.1 MHz 10-01-05
KNHK-FM C 809 44.7 92.9 MHz 10-01-05
KATG-FM (5) A 129 3.6 93.7 MHz 10-01-05
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EXPIRATION
HAAT DATE OF
FCC IN POWER IN FCC
MARKET STATION CLASS METERS KILOWATTS FREQUENCY LICENSE
- ------ ------------ ----- ------ ----------- --------- ----------
Atlantic City/Cape May, NJ......... *WFPG-AM C NA 1.0 1450 kHz 06-01-06
*WFPG-FM B 110 50.0 96.9 MHz 06-01-06
*WPUR-FM B1 137 13.5 107.3 MHz 06-01-06
*WKOE-FM (6) A 94 3.0 106.3 MHz 06-01-06
Tyler/Longview, TX................. *KDOK-FM C3 135 9.6 92.1 MHz 08-01-05
*KTBB-AM B NA 5.0/2.5 600 kHz 08-01-05
*KEES-AM B NA 5.0/1.0 1430 kHz 08-01-05
*KYZS-AM C NA 1.0 1490 kHz 08-01-05
*KGLD-AM D NA 1.0/0.077 1330 kHz 08-01-05
Portland, ME....................... WBLM-FM C 436 100.0 102.9 MHz 04-01-06
WCYI-FM B 195.1 27.5 93.9 MHz 04-01-06
WCYY-FM B1 147 11.5 94.3 MHz 04-01-06
WHOM-FM C 1140.9 50.0 94.9 MHz 04-01-06
WJBQ-FM B 271.3 16.0 97.9 MHz 04-01-06
WTPN-FM B 121.9 47.5 98.9 MHz 04-01-06
New London, CT..................... *WQGN-FM A 84 3.0 105.5 MHz 04-01-06
*WSUB-AM D NA 1.0/0.072 980 kHz 04-01-06
*WVVE-FM A 100 3.0 102.3 MHz 04-01-06
New Bedford/Fall River, MA......... *WFHN-FM A 106 2.4 107.1 MHz 04-01-06
*WBSM-AM B NA 5.0/1.0 1420 kHz 04-01-06
Binghamton, NY..................... WHWK-FM B 292.6 10.0 98.1 MHz 06-01-06
WYOS-FM (7) A 254 0.93 104.1 MHz 11-26-96
WAAL-FM B 332 7.1 99.1 MHz 06-01-06
WNBF-AM B NA 5.0 1290 kHz 06-01-06
*WINR-AM B NA 1.0/0.5 680 kHz 06-01-06
Bloomington, IL.................... *WJBC-AM C NA 1.0 1230 kHz 12-01-04
*WBNQ-FM B 142 50.0 101.5 MHz 12-01-04
*WBWN-FM B1 100 25.0 104.1 MHz 12-01-04
Monroe, LA......................... *KMYY-FM C 310 97.0 106.1 MHz 06-01-04
*KYEA-FM C3 106 22.0 103.1 MHz 06-01-04
*KZRZ-FM C2 150 50.0 98.3 MHz 06-01-04
*KTJC-FM C3 148 11.5 92.3 MHz 06-01-04
Augusta/Waterville, ME............. *WMME-FM B 152 50.0 92.3 MHz 04-01-06
*WEZW-AM C NA 1.0 1400 kHz 04-01-06
*WEBB-FM C1 93 61.0 98.5 MHz 04-01-06
*WTVL-AM C NA 1.0 1490 kHz 04-01-06
Ithaca, NY......................... *WIII-FM B 223 23.5 99.9 MHz 06-01-06
*WKRT-AM B NA 1.0/0.50 920 kHz 06-01-06
Presque Isle, ME................... *WBPW-FM C1 134 100.0 96.9 MHz 04-01-06
*WOZI-FM C2 368 7.9 101.9 MHz 04-01-06
*WQHR-FM C 390 95.0 96.1 MHz 04-01-06
Dennysville/Calais, ME............. *WCRQ-FM C1 139 100.0 102.9 MHz 04-01-06
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EXPIRATION
HAAT DATE OF
FCC IN POWER IN FCC
MARKET STATION CLASS METERS KILOWATTS FREQUENCY LICENSE
- ------ ------------ ----- ------ ----------- --------- ----------
Muncie, IN......................... WMDH-FM B 152.4 50.0 102.5 MHz 08-01-04
WMDH-AM B NA 0.25 1550 kHz 08-01-04
Kokomo, IN......................... WWKI-FM B 143.3 50.0 100.5 MHz 08-01-04
- ---------------
(1) Pending its acquisition, we currently operate KWUN-AM under a local
marketing agreement.
(2) The stations indicated do not include one FM radio station in Niagara Falls,
Ontario for which we expect to sell advertising in the United States under a
joint sales agreement.
(3) Pending its acquisition, we currently operate WORC-FM under a local
marketing agreement.
(4) We may agree to sell one or more of the indicated stations serving
Saginaw/Bay City/Midland in connection with our pending acquisition of
stations serving Saginaw/Bay City/Midland.
(5) We operate KATG-FM under a local marketing agreement.
(6) We expect to operate WKOE-FM under a program service and time brokerage
agreement.
(7) WYOS-FM in Binghamton operates pursuant to a construction permit. An
application for a license to cover the construction permit has been filed
with the FCC. Expiration of the construction permit is stayed during the
pendency of that application.
OWNERSHIP MATTERS. The Communications Act prohibits the assignment of a
broadcast license or the transfer of control of a broadcast license without the
prior approval of the FCC. In determining whether to assign, transfer, grant or
renew a broadcast license, the FCC considers a number of factors pertaining to
the licensee, including compliance with various rules limiting common ownership
of media properties, the character of the licensee and those persons holding
attributable interests therein, and compliance with the Communications Act's
limitation on alien ownership, as well as compliance with other FCC policies.
Once a station purchase agreement has been signed, an application for FCC
consent to assignment of license or transfer of control, depending upon whether
the underlying transaction is an asset purchase or stock acquisition, is filed
with the FCC. Approximately 10 to 15 days after this filing, the FCC normally
publishes a notice assigning a file number to the application and advising that
the application has been accepted for filing. The FCC has recently instituted an
informal policy of inviting public comment on any proposed radio transaction
that would result in one broadcaster controlling at least half of all radio
advertising revenue in a market, or two broadcasters controlling 70% or more of
market revenue. This policy has resulted in delays in the FCC's acceptance of
applications for filing, and in subsequent action on assignment and transfer
applications. Notice of acceptance of an application begins a 30-day statutory
waiting period, which provides the opportunity for third parties to file formal
petitions to deny the transaction. Informal objections may be filed any time
prior to grant of an application. The FCC staff will normally review the
application in this period and seek further information and amendments to the
application if it has questions.
Once the 30-day public notice period ends, the staff will complete its
processing, assuming that no petitions or informal objections were received and
that the application is otherwise consistent with FCC rules and policies. The
staff often grants the application by delegated authority approximately 10 to 20
days after the public notice period ends. At this point, the parties are legally
authorized to close the purchase, although the FCC action is not legally a final
order. If there is a backlog of applications, the processing period can extend
to 30 days or more.
Public notice of the FCC staff grant is usually issued about a week after
the grant is made, stating that the grant was effective when made by the staff.
On the date of this notice, another 30-day period begins, within which time
interested parties can file petitions seeking either staff reconsideration or
full FCC review of the staff action. During this time the grant can still be
modified, set aside or stayed, and is not a final order. In the absence of a
stay, however, the seller and buyer are not prevented from closing despite the
absence of a final order. Also, within 40 days after the public notice of the
grant, the full FCC can review and reconsider the staff's grant on its own
motion. Thus, during the additional 10 days beyond the 30-day period available
to third parties, the grant is
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still not final. In the event that review by the full FCC is requested and the
FCC subsequently affirms the staff's grant of the application, interested
parties may thereafter seek judicial review in the United States Court of
Appeals for the District of Columbia Circuit within 30 days of public notice of
the full FCC's action. In the event the Court affirms the FCC's action, further
judicial review may be sought by seeking rehearing en banc from the Court of
Appeals or by certiorari from the United States Supreme Court.
In the absence of the submission of a timely request for reconsideration,
administrative review or judicial review, the FCC staff's grant of an
application becomes final by operation of law. Upon the occurrence of that
event, the FCC's grant is generally no longer subject to administrative or
judicial review, although such action can nevertheless be set aside in rare
circumstances, such as fraud on the agency by a party to the application.
The pendency of a license renewal application can alter the timetables
mentioned above because the FCC normally will not issue an unconditional
assignment grant if the station's license renewal is pending.
Under the Communications Act, a broadcast license may not be granted to or
held by a corporation that has more than one-fifth of its capital stock owned or
voted by aliens or their representatives, by foreign governments or their
representatives, or by non-U.S. corporations. Under the Communications Act, a
broadcast license also may not be granted to or held by any corporation that is
controlled, directly or indirectly, by any other corporation more than
one-fourth of whose capital stock is owned or voted by aliens or their
representatives, by foreign governments or their representatives, or by non-U.S.
corporations. These restrictions apply in modified form to other forms of
business organizations, including partnerships. Each of Citadel Communications
and Citadel Broadcasting therefore may be restricted from having more than
one-fourth of its stock owned or voted by aliens, foreign governments or
non-U.S. corporations. The Certificate of Incorporation of Citadel
Communications and the Certificate of Incorporation of Citadel Broadcasting
contain provisions which permit Citadel Communications and Citadel Broadcasting
to prohibit alien ownership and control consistent with the prohibitions
contained in the Communications Act.
The Communications Act and FCC rules also generally restrict the common
ownership, operation or control of radio broadcast stations serving the same
local market, and place numerical limits on common ownership of radio and
television broadcast stations serving the same local market, and of a radio
broadcast station and a daily newspaper serving the same local market. Under
these cross-ownership rules, neither Citadel Communications nor Citadel
Broadcasting would be permitted to acquire any daily newspaper where it then
owned any radio broadcast station. While common ownership of same market radio
and television stations was previously permissible only through waiver of the
FCC's rules, the FCC recently liberalized its radio/television cross ownership
rule to provide for common ownership, operation or control of one television and
up to seven same-market radio stations, or two television and up to six
same-market radio stations, if the market has at least twenty separately owned
broadcast, newspaper and cable "voices." Common ownership of two television and
four radio stations is permissible when ten voices remain, and of one television
and one radio station regardless of voice count.
In response to the Telecommunications Act, the FCC amended its multiple
ownership rules to eliminate the national limits on ownership of AM and FM
stations. The FCC's broadcast multiple ownership rules restrict the number of
radio stations one person or entity may own, operate or control on a local
level. These limits are:
- In a market with 45 or more commercial radio stations, an entity may own
up to eight commercial radio stations, not more than five of which are in
the same service (FM or AM),
- In a market with more than 29 but less than 45 commercial radio stations,
an entity may own up to seven commercial radio stations, not more than
four of which are in the same service,
- In a market with more than 14 but less than 30 commercial radio stations,
an entity may own up to six commercial radio stations, not more than four
of which are in the same service, and
- In a market with 14 or fewer commercial radio stations, an entity may own
up to five commercial radio stations, not more than three of which are in
the same service, except that an entity may not own more than 50% of the
stations in such market.
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None of these multiple ownership rules requires any change in our current
ownership of radio broadcast stations. However, these rules will limit the
number of additional stations which we may acquire in the future in certain of
our markets.
Because of these multiple and cross-ownership rules, a purchaser of voting
stock of either Citadel Communications or Citadel Broadcasting which acquires an
attributable interest in Citadel Communications or Citadel Broadcasting may
violate the FCC's rule if it also has an attributable interest in other
television or radio stations, or in daily newspapers, depending on the number
and location of those radio or television stations or daily newspapers. Such a
purchaser also may be restricted in the companies in which it may invest, to the
extent that these investments give rise to an attributable interest. If an
attributable shareholder of Citadel Communications or Citadel Broadcasting
violates any of these ownership rules, Citadel Communications or Citadel
Broadcasting may be unable to obtain from the FCC one or more authorizations
needed to conduct its radio station business and may be unable to obtain FCC
consents for particular future acquisitions.
The FCC generally applies its television/radio/newspaper cross-ownership
rules and its broadcast multiple ownership rules by considering the
attributable, or cognizable, interests held by a person or entity. A person or
entity can have an interest in a radio station, television station or daily
newspaper by being an officer, director, partner or shareholder of a company
that owns that station or newspaper. Whether that interest is cognizable under
the FCC's ownership rules is determined by the FCC's attribution rules. If an
interest is attributable, the FCC treats the person or entity who holds that
interest as the owner of the radio station, television station or daily
newspaper in question, and therefore subject to the FCC's ownership rules.
With respect to a corporation, officers and directors and persons or
entities that directly or indirectly can vote 5% or more of the corporation's
stock, or 20% or more of the corporation's stock in the case of insurance
companies, investment companies, bank trust departments and certain other
passive investors that hold the stock for investment purposes only, generally
are attributed with ownership of whatever radio stations, television stations
and daily newspapers the corporation owns.
With respect to a partnership, the interest of a general partner is
attributable, as is the interest of any limited partner who is materially
involved in the media-related activities of the partnership. Debt instruments,
nonvoting stock, options and warrants for voting stock that have not yet been
exercised, limited partnership interests where the limited partner is not
materially involved in the media-related activities of the partnership, and
minority (under 5%) voting stock, generally do not subject their holders to
attribution.
The FCC recently revised its attribution rules to eliminate its
cross-interest policy, which generally precluded a party with an attributable
interest in one media outlet from also holding certain significant but
nonattributable interests in another same-market media entity, such as a joint
venture or key employee relationship. In its place, the FCC has adopted a new
class of attributable interests under the "equity/debt plus" rule. Under this
standard, an interest in excess of 33% of a licensee's total asset value (equity
plus debt) will be attributable if the interest holder is either a major program
supplier (providing over 15% of a station's total weekly broadcast programming
hours) or a same-market media company (including broadcasters, cable operators
and newspapers).
The FCC has also been more aggressive in examining issues of market revenue
share concentration when considering radio station acquisitions. The FCC has
delayed its approval of several pending radio station purchases by various
parties because of market concentration concerns. Moreover, the FCC has recently
followed an informal policy of giving specific public notice of its intention to
conduct additional ownership concentration analyses and soliciting public
comment on the issue of concentration and its effect on competition and
diversity in connection with applications for consent to radio station
acquisitions, where the proposed transaction would result in one broadcaster
controlling at least half of all radio advertising revenue in a market, or two
broadcasters controlling 70% or more of market revenue. This policy has resulted
in significant delays in action on FCC assignment and transfer applications and
has the potential to result in an attempt by the FCC to set applications for
hearing, prevent completion of transactions or negotiate modifications to the
proposed terms. For a discussion of the effects of this policy on some of our
pending transactions, see the discussion above under the heading "Pending
Transactions."
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PROGRAMMING AND OPERATION. The Communications Act requires broadcasters to
serve the public interest. Licensees are required to present programming that is
responsive to community problems, needs and interests and to maintain records
demonstrating such responsiveness. Complaints from listeners concerning a
station's programming will be considered by the FCC when it evaluates the
licensee's renewal application, but such complaints may be filed and considered
at any time.
Stations also must pay regulatory and application fees and follow various
FCC rules that regulate, among other things, political advertising, the
broadcast of obscene or indecent programming, sponsorship identification and
technical operations, including limits on radio frequency radiation. In
addition, licensees must develop and implement programs designed to promote
equal employment opportunities and must submit reports to the FCC on these
matters annually and in connection with a renewal application. The broadcast of
contests and lotteries also is regulated by FCC rules.
Failure to observe these or other rules and policies can result in the
imposition of various sanctions, including monetary forfeitures, the grant of
short (less than the maximum) renewal terms or, for particularly egregious
violations, the denial of a license renewal application or the revocation of a
license.
In 1985, the FCC adopted rules regarding human exposures to levels of radio
frequency radiation. These rules require applicants for new broadcast stations,
renewals of broadcast licenses or modifications of existing licenses to inform
the FCC at the time of filing such applications whether a new or existing
broadcast facility would expose people to radio frequency radiation in excess of
FCC guidelines. In 1997, the FCC imposed more restrictive radiation limits. We
anticipate that such regulations will not have a material effect on our
business.
LOCAL MARKETING AGREEMENTS. Over the past several years, a number of radio
stations, including several of our stations, have entered into what commonly are
referred to as local marketing agreements or time brokerage agreements. These
agreements take various forms. Separately-owned and licensed stations may agree
to function cooperatively in terms of programming, advertising sales and other
matters, subject to compliance with the antitrust laws and the FCC's rules and
policies, including the requirement that the licensee of each station maintains
independent control over the programming and other operations of its own
station. The FCC has held that such agreements do not violate the Communications
Act as long as the licensee of the station that is being substantially
programmed by another entity maintains complete responsibility for, and control
over, operations of its broadcast stations and otherwise ensures compliance with
applicable FCC rules and policies. Presently, we operate only three stations
under local marketing agreements, and two are being so operated pending our
acquisition of the stations. We expect that we will begin operating one
additional station under a local marketing agreement if we complete a particular
pending acquisition.
A station that brokers substantial time on another station in its market or
engages in a local marketing agreement with a station in the same market will be
considered to have an attributable ownership interest in the brokered station
for purposes of the FCC's ownership rules discussed above under the heading
"Ownership Matters." As a result, a broadcast station may not enter into a local
marketing agreement that allows it to program more than 15% of the broadcast
time, on a weekly basis, of another local station that it could not own under
the FCC's local multiple ownership rules. FCC rules also prohibit the broadcast
licensee from simulcasting more than 25% of its programming on another station
in the same broadcast service (that is, AM-AM or FM-FM) where the two stations
serve substantially the same geographic area, whether the licensee owns the
stations or owns one and programs the other through a local marketing agreement
arrangement.
Another example of a cooperative agreement between separately owned radio
stations in the same market is a joint sales agreement, whereby one station
sells advertising time in combination, both on itself and on a station under
separate ownership. In the past, the FCC has determined that issues of joint
advertising sales should be left to antitrust enforcement. Currently, joint
sales agreements are not considered by the FCC to be attributable, but copies of
such agreements must be filed with the FCC.
PROPOSED CHANGES. Congress and the FCC from time to time have under
consideration, and may in the future consider and adopt, new laws, regulations
and policies regarding a wide variety of matters that could, directly or
indirectly, affect the operation, ownership and profitability of our radio
stations, result in the loss of
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audience share and advertising revenue for our radio stations, and affect our
ability to acquire additional radio stations or finance such acquisitions. Such
matters include:
- proposals to impose spectrum use or other fees on FCC licensees, the
FCC's equal employment opportunity rules and matters relating to
political broadcasting,
- technical and frequency allocation matters,
- proposals to restrict or prohibit the advertising of beer, wine and other
alcoholic beverages on radio,
- changes in the FCC's multiple ownership and cross-ownership policies,
- changes to broadcast technical requirements,
- proposals to allow telephone or cable television companies to deliver
audio and video programming to the home through existing phone or other
communication lines, and
- proposals to limit the tax deductibility of advertising expenses by
advertisers.
In January 1995, the FCC adopted rules to allocate spectrum for satellite
digital audio radio service. Satellite digital audio radio service systems
potentially could provide for regional or nationwide distribution of radio
programming with fidelity comparable to compact discs. The FCC has issued two
authorizations to launch and operate satellite digital audio radio service. The
FCC also has undertaken an inquiry into the terrestrial broadcast of digital
audio radio service signals, addressing, among other things, the need for
spectrum outside the existing FM band and the role of existing broadcasters.
The FCC has adopted rules to license new 100 watt and 10 watt low-power FM
radio stations. These stations would have a service radius of approximately one
to three miles. The licensing process commenced in March 2000. The FCC has
authorized an additional 100 kHz of bandwidth for the AM band and on March 17,
1997, adopted an allotment plan for the expanded band which identified the 88 AM
radio stations selected to move into the band. At the end of a five-year
transition period, those licensees will be required to return to the FCC either
the license for their existing AM band station or the license for the expanded
AM band station.
We cannot predict whether any proposed changes will be adopted or what
other matters might be considered in the future, nor can it judge in advance
what impact, if any, the implementation of any of these proposals or changes
might have on our business.
The foregoing is a brief summary of certain provisions of the
Communications Act and of specific FCC rules and policies. This description does
not purport to be comprehensive and reference should be made to the
Communications Act, the FCC's rules and the public notices and rulings of the
FCC for further information concerning the nature and extent of federal
regulation of radio broadcast stations.
FEDERAL ANTITRUST CONSIDERATIONS. The Federal Trade Commission and the
United States Department of Justice, which evaluate transactions to determine
whether those transactions should be challenged under the federal antitrust
laws, have been increasingly active recently in their review of radio station
acquisitions, particularly where an operator proposes to acquire additional
stations in its existing markets.
For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and the rules promulgated
thereunder, require the parties to file Notification and Report Forms with the
Federal Trade Commission and the Department of Justice and to observe specified
waiting period requirements before consummating the acquisition. During the
initial 30-day period after the filing, the agencies decide which of them will
investigate the transaction. If the investigating agency determines that the
transaction does not raise significant antitrust issues, then it will either
terminate the waiting period or allow it to expire after the initial 30 days. On
the other hand, if the agency determines that the transaction requires a more
detailed investigation, then, at the conclusion of the initial 30-day period, it
will issue a formal request for additional information. The issuance of a formal
request extends the waiting period until the 20th calendar day after the date of
substantial compliance by all parties to the acquisition. Thereafter, such
waiting period may only be extended by court order or with the consent of the
parties. In practice, complying with a formal request can take a significant
amount of time. In addition, if the investigating agency raises substantive
issues in connection with a
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proposed transaction, then the parties frequently engage in lengthy discussions
or negotiations with the investigating agency concerning possible means of
addressing those issues, including but not limited to persuading the agency that
the proposed acquisition would not violate the antitrust laws, restructuring the
proposed acquisition, divestiture of other assets of one or more parties, or
abandonment of the transaction. Such discussions and negotiations can be time
consuming, and the parties may agree to delay completion of the acquisition
during their pendency.
At any time before or after the completion of a proposed acquisition, the
Federal Trade Commission or the Department of Justice could take such action
under the antitrust laws as it considers necessary or desirable in the public
interest, including seeking to enjoin the acquisition or seeking divestiture of
the business acquired or other assets we own. Acquisitions that are not required
to be reported under the Hart-Scott-Rodino Act may be investigated by the
Federal Trade Commission or the Department of Justice under the antitrust laws
before or after completion. In addition, private parties may under certain
circumstances bring legal action to challenge an acquisition under the antitrust
laws.
We received early termination of the applicable waiting period under the
Hart-Scott-Rodino Act for the pending acquisition of Bloomington Broadcasting
Holdings, Inc. and the pending acquisition of radio stations from Broadcasting
Partners Holdings, L.P. We are awaiting termination of the applicable waiting
period for the pending acquisition of stations in Michigan from Liggett
Broadcast, Inc. and certain of its affiliates. In February 2000, we received a
request for additional information and documents from the Department of Justice
relating to stations in Saginaw/Bay City/Midland, Michigan. As discussed above,
this request extends the waiting period under the Hart-Scott-Rodino Act for a
period of 20 days after receipt by the Department of Justice of the information
and documents requested from all parties from whom such information and
documents have been requested.
As part of its increased scrutiny of radio station acquisitions, the
Department of Justice has stated publicly that it believes that commencement of
operations under local marketing agreements, joint sales agreements and other
similar agreements customarily entered into in connection with radio station
transfers prior to the expiration of the waiting period under the
Hart-Scott-Rodino Act could violate the Hart-Scott-Rodino Act. In connection
with acquisitions subject to the waiting period under the Hart-Scott-Rodino Act,
we will not commence operation of any affected station to be acquired under a
local marketing agreement or similar agreement until the waiting period has
expired or been terminated.
We received a civil investigative demand from the Antitrust Division of the
Department of Justice addressing our acquisition of KRST-FM in Albuquerque, New
Mexico. This matter remains open. See the discussion below under the heading
"Risk Factors" and in Item 3, Legal Proceedings.
TRADEMARKS
We own a number of trademarks and service marks, including the federally
registered marks Cat Country, Supertalk and the Cat Country logo. We also own a
number of marks registered in various states. We consider such trademarks and
service marks to be important to our business. See the discussion above under
the heading "Operating Strategy" and the subheading "Targeted Programming."
SEASONALITY
Our revenue varies throughout the year. As is typical in the radio
broadcasting industry, the first calendar quarter generally produces the lowest
revenue, and the fourth quarter generally produces the highest revenue.
ENVIRONMENTAL MATTERS
As the owner, lessee or operator of various real properties and facilities,
we are subject to various federal, state and local environmental laws and
regulations. Historically, compliance with these laws and regulations has not
had a material adverse effect on our business. There can be no assurance,
however, that compliance with existing or new environmental laws and regulations
will not require us to make significant expenditures of funds.
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EMPLOYEES
At March 1, 2000, we employed approximately 1,970 persons. None of these
employees are covered by collective bargaining agreements, and we consider our
relations with our employees to be good.
We employ several on-air personalities with large loyal audiences in their
respective markets. We generally enter into employment agreements with these
personalities to protect our interests in those relationships that we believe to
be valuable. The loss of one of these personalities could result in a short-term
loss of audience share, but we do not believe that any such loss would have a
material adverse effect on our financial condition or results of operations.
RISK FACTORS
Any of the following risks could have a material adverse effect on our
business, financial condition or results of operations. 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:
- 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,
- limits our ability to obtain additional financing, if we need it, for
working capital, capital expenditures, acquisitions, debt service
requirements or other purposes,
- inhibits our ability to compete with competitors who are less leveraged
than we are, and
- restrains our ability to react to changing market conditions, changes in
our industry and economic downturns.
As of December 31, 1999, we had:
- outstanding total debt of approximately $356.9 million, excluding the
discount on Citadel Broadcasting's 10 1/4% Senior Subordinated Notes due
2007 and its 9 1/4% Senior Subordinated Notes due 2008,
- Citadel Broadcasting's 13 1/4% Exchangeable Preferred Stock with an
aggregate liquidation preference of approximately $85.4 million, and
- shareholders' equity of approximately $219.2 million.
For more information about our indebtedness, see Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, 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 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 WHICH COULD SIGNIFICANTLY
IMPACT OUR ABILITY TO OPERATE OUR BUSINESS AND THE VALUE OF OUR COMMON
STOCK.
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The covenants in Citadel Broadcasting's credit facility and the agreements
governing its other outstanding debt and 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 banks'
consent before making capital expenditures that exceed the amount permitted by
the credit facility and before making 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 Item 7, Management's
Discussion and Analysis of Financial Condition and Results of Operations, 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 2000.
We had a net loss of $8.9 million and $3.9 million for the years ended
December 31, 1999 and 1998, respectively. The primary reasons for these losses
are significant charges for depreciation and amortization relating to the
acquisition of radio stations and interest charges on our outstanding debt. If
we acquire additional stations, these charges will probably increase. We expect
to continue to experience net losses through at least 2000.
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:
- failure or unanticipated delays in completing acquisitions due to
difficulties in obtaining regulatory approval,
- failure of certain of our acquisitions to prove profitable or for the
station or stations acquired to generate cash flow,
- difficulty in integrating the operations, systems and management of our
acquired stations,
- diversion of management's attention from other business concerns,
- loss of key employees of acquired stations,
- increases in prices for radio stations due to increased competition for
acquisition opportunities, and
- inability to obtain any required financing for acquisitions on terms
favorable to us or at all.
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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. We may also 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
banks 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.
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 several of our pending transactions is, and 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. All of 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.
For a discussion of the delays we are experiencing in connection with some
of our pending acquisitions because of Department of Justice review and the
FCC's license transfer approval process, see "Pending Transactions" above.
IMPORTANCE OF CERTAIN MARKETS--A DOWNTURN IN ANY OF OUR KEY MARKETS COULD
ADVERSELY AFFECT OUR REVENUE AND CASH FLOW.
Our Albuquerque, Providence, Salt Lake City, Little Rock, Modesto and
Colorado Springs 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 in 1999:
MARKET % OF NET BROADCASTING REVENUE % OF BROADCAST CASH FLOW
------ ----------------------------- ------------------------
Albuquerque................. 11.0% 11.8%
Providence.................. 9.9 9.2
Salt Lake City.............. 9.2 8.0
Little Rock................. 6.1 4.6
Modesto..................... 5.8 8.3
Colorado Springs............ 5.7 7.3
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. See Item 3, Legal Proceedings.
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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:
- audio programming by cable television systems, direct broadcasting
satellite systems and other digital audio broadcasting formats,
- 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
- 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.
For a discussion of radio licensing, see the discussion above in this Item
1 under the heading "Federal Regulation of Radio Broadcasting" and the
subheading "License Grant and Renewal."
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.
For a more detailed discussion of these ownership limitations and their
impact on our business, see the discussion above in this Item 1 under the
heading "Federal Regulation of Radio Broadcasting" and the subheading "Ownership
Matters."
ITEM 2. PROPERTIES
The types of properties required to support each of our radio stations
include offices, studios, transmitter sites and antenna sites. A station's
studios are generally housed with its offices in business districts. The
transmitter sites and antenna sites are generally located so as to provide
maximum market coverage.
We currently own studio facilities and transmitter and antenna sites in
various locations. We expect to acquire additional real estate in connection
with our pending acquisitions. We lease our remaining studio and office
facilities, including office space in Las Vegas, Nevada and Wexford,
Pennsylvania which is not related to the operations of a particular station, and
we lease our remaining transmitter and antenna sites. We do not anticipate any
difficulties in renewing any facility leases or in leasing alternative or
additional space, if required.
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We own substantially all of our other equipment, consisting principally of
transmitting antennae, transmitters, studio equipment and general office
equipment.
No one property is material to our operations. We believe that our
properties are generally in good condition and suitable for our operations.
Nonetheless, we continually look for opportunities to upgrade our properties and
intend to upgrade studios, office space and transmission facilities in several
markets.
Substantially all of our properties and equipment serve as collateral for
Citadel Broadcasting's obligations under its credit facility. See Item 7,
Management's Discussion and Analysis of Financial Condition and Results of
Operations, under the heading "Liquidity and Capital Resources."
ITEM 3. LEGAL PROCEEDINGS
We currently and from time to time are involved in litigation incidental to
the conduct of our business, but we are not a party to any lawsuit or proceeding
which, in our opinion, is likely to have a material adverse effect on us.
We received civil investigative demands from the Department of Justice
pursuant to which the Department of Justice requested information from us to
determine whether we violated particular antitrust laws. One investigative
demand was issued on September 27, 1996 and concerns 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 on January 27, 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.
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The only outstanding common equity of Citadel Communications is its common
stock, par value $.001 per share. Our common stock is traded on the Nasdaq
National Market under the symbol "CITC." Public trading of our common stock
began on July 1, 1998. The high and low closing prices per share for our common
stock as reported by The Nasdaq Stock Market during 1998 and 1999 were as
follows:
1998 HIGH LOW
- ---- ------ ------
Quarter Ended September 30.................................. $26.75 $17.75
Quarter Ended December 31................................... $29.38 $14.88
1999 HIGH LOW
- ---- ------ ------
Quarter Ended March 31...................................... $33.25 $22.75
Quarter Ended June 30....................................... $37.75 $27.50
Quarter Ended September 30.................................. $39.75 $28.88
Quarter Ended December 31................................... $64.88 $33.25
On March 15, 2000, there were 36,811,670 outstanding shares of our common
stock and there were approximately 70 record holders of our common stock.
However, we believe the number of beneficial owners is significantly greater.
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We have never declared or paid any cash dividends on our common stock. We
currently intend to retain earnings to finance the growth and development of our
business and do not anticipate declaring or paying cash dividends on our common
stock in the foreseeable future. Additionally, the terms of Citadel
Broadcasting's credit facility prohibit Citadel Communications from declaring or
paying any such cash dividends without consent of the lenders under the
facility. Declaration or payment of future permitted dividends, if any, will be
at the discretion of our Board of Directors after taking into account various
factors, including our financial condition, operating results, current and
anticipated cash needs and other factors our Board of Directors deems relevant.
The terms of the various documents governing Citadel Broadcasting's indebtedness
and its exchangeable preferred stock impose significant restrictions on the
payment of dividends and the making of loans by Citadel Broadcasting to Citadel
Communications. See Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations. Because we are a holding company, we do not
have any other source from which to pay cash dividends on our common stock.
ITEM 6. SELECTED FINANCIAL DATA.
The selected consolidated historical financial data presented below as of
and for each of the years ended December 31, 1995, 1996, 1997, 1998 and 1999 are
derived from the consolidated financial statements of Citadel Communications.
These consolidated financial statements have been audited by KPMG LLP,
independent certified public accountants. Our consolidated financial statements
as of December 31, 1998 and 1999 and for each of the years in the three-year
period ended December 31, 1999 and the independent auditors' report on those
consolidated financial statements, are included elsewhere in this report. Our
financial results are not comparable from year to year because of the
acquisition and disposition of various radio stations. As you review the
information contained in the following table, you should note the following:
-- Interest Expense. Interest expense includes debt issuance costs and
debt discount amortization of approximately $132,000, $371,000,
$441,000, $717,000 and $1,849,000 for the years ended December 31,
1995, 1996, 1997, 1998 and 1999, respectively.
-- Extraordinary Loss. On October 9, 1996, we repaid our long-term debt
of $31.3 million, payable to a financial institution, and a note
payable to a related party of $7.0 million. The early retirement of
the long-term debt resulted in a $1.8 million extraordinary loss due
to prepayment premiums and the write-off of debt issuance costs.
-- Cash Dividends. We have not declared cash dividends on our common
stock in the last two fiscal years.
-- Income (Loss) From Discontinued Operations, Net of Tax. In December
1999, we decided to discontinue the operations of our internet service
provider. The discontinued operations, net of tax have been separately
identified for all years in which we operated the internet service
provider.
-- Net Loss Per Common Share. Basic and diluted net loss per common share
are the same for all periods presented due to our net losses.
-- Other Income, Net. Other income includes gain/(loss) on sales of radio
stations and property and equipment of approximately $707,000,
$(2,000), $0, $1,045,000 and $(1,208,000) for the years ended December
31, 1995, 1996, 1997, 1998 and 1999, respectively.
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The selected consolidated historical financial data below should be read in
conjunction with, and is qualified by reference to, Citadel Communications'
Consolidated Financial Statements and Notes thereto and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" included
elsewhere in this report.
YEAR ENDED DECEMBER 31,
-----------------------------------------------------------
1995 1996 1997 1998 1999
--------- --------- --------- ---------- ----------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND SHARE AMOUNTS)
STATEMENT OF OPERATIONS
DATA:
Net broadcasting revenue............. $ 34,112 $ 45,413 $ 89,249 $ 133,312 $ 178,495
Station operating expenses........... 26,832 33,232 64,764 91,845 115,312
Depreciation and amortization........ 4,921 5,189 14,485 25,970 35,749
Corporate general and
administrative..................... 2,274 3,248 3,530 4,295 7,010
Non-cash deferred compensation....... -- -- -- 74 1,727
--------- --------- --------- ---------- ----------
Operating income..................... 85 3,744 6,470 11,128 18,697
Interest expense..................... 5,242 6,155 12,873 18,126 25,385
Other income, net.................... 781 414 450 1,651 388
--------- --------- --------- ---------- ----------
Loss before income taxes,
extraordinary item and discontinued
operations......................... (4,376) (1,997) (5,953) (5,347) (6,300)
Income tax benefit................... -- -- (770) (1,395) (1,647)
--------- --------- --------- ---------- ----------
Loss before extraordinary item and
discontinued operations............ (4,376) (1,997) (5,183) (3,952) (4,653)
Extraordinary loss................... -- (1,769) -- -- --
Income (loss) from discontinued
operations, net of tax............. -- -- (102) 21 (4,275)
--------- --------- --------- ---------- ----------
Net loss............................. $ (4,376) $ (3,766) $ (5,285) $ (3,931) $ (8,928)
Dividend requirement for exchangeable
preferred stock.................... -- -- 6,633 14,586 14,103
--------- --------- --------- ---------- ----------
Net loss applicable to common
shares............................. $ (4,376) $ (3,766) $ (11,918) $ (18,517) $ (23,031)
========= ========= ========= ========== ==========
Basic and diluted net loss per common
share.............................. $ (1.35) $ (1.18) $ (3.72) $ (1.51) $ (.80)
Weighted average common shares
outstanding........................ 3,234,996 3,196,551 3,199,467 12,297,588 28,779,712
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1995 1996 1997 1998 1999
------- -------- -------- -------- --------
(DOLLARS IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents................ $ 1,005 $ 1,588 $ 7,685 $102,655 $ 17,981
Working capital (deficiency)............. 2,928 (4,195) 22,594 153,000 54,777
Intangible assets, net................... 15,093 51,802 268,690 266,446 538,664
Total assets............................. 37,444 102,315 344,172 471,768 716,613
Long-term debt (including current
portion)............................... 43,046 90,714 189,699 211,299 345,867
Exchangeable preferred stock............. -- -- 102,010 116,775 85,362
Shareholders' equity (deficit)........... (9,177) 6,070 16,132 103,963 219,209
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Citadel Communications Corporation 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 License, Inc.
was a wholly owned subsidiary of Citadel Broadcasting. On December 28, 1999,
Citadel License was merged into Citadel Broadcasting. Citadel Broadcasting owns
and operates radio stations and holds FCC licenses in Arkansas, California,
Colorado, Idaho, Indiana, Louisiana, Maine, Massachusetts, Michigan, Nevada,
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New Hampshire, New Mexico, New York, Oklahoma, Pennsylvania, Rhode Island, South
Carolina, Utah and Washington.
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 service operations.
General economic conditions have an impact on our business and financial
results. From time to time the markets in which we operate experience weak
economic conditions that may negatively affect our revenue. However, we believe
that this impact is somewhat mitigated by our diverse geographical presence. In
addition, our 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, we discuss our 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. 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, consist 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, we believe that they are useful to an
investor in evaluating our 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.
The principal source of our revenue is the sale of broadcasting time on our
radio stations for advertising. As a result, our revenue is affected primarily
by the advertising rates our 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 our 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 our selling activity is based on demand for our
radio stations' on-air inventory and, in general, we respond 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. In order to preserve most
of our on-air inventory for cash advertising, we generally enter into trade
agreements only if the goods or services bartered to us will be used in our
business. We have generally sold over 90% of our advertising time for cash,
although this percentage may fluctuate by quarter. In addition, it is our
general policy not to preempt advertising announcements paid for in cash with
advertising announcements paid for in trade. We include trade or barter amounts
in our net broadcasting revenue.
Our revenue varies throughout the year. As is typical in the radio
broadcasting industry, the 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. We strive to control these expenses by
working closely with local station management. We also incur, 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.
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In December 1999, we decided to discontinue the operations of our internet
service provider. As a result of this decision, we have 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. We are currently in
negotiations with other internet service providers and anticipate finalizing the
sale by the end of the second quarter of 2000. However, there can be no
assurance that the sale will be completed as anticipated.
Our internet service provider recorded gross revenue and net income (loss)
of $4.5 million and $(4.3) million, respectively, for the year ended December
31, 1999 and $2.1 million and $0.02 million, respectively, for the year ended
December 31, 1998. The operations of the internet service provider have been
segregated and presented as discontinued operations, net of tax, in the
consolidated financial statements. The net loss for 1999 from discontinued
operations includes an estimate of operational losses for 2000 of approximately
$0.6 million.
In 1999, our radio stations derived approximately 81% of their net
broadcasting revenue from local and regional advertising in the markets in which
they operate, and the remainder resulted principally from the sale of national
advertising. Local and regional advertising is sold primarily by each station's
sales staff. To generate national advertising sales, we engage a national
advertising representative firm. We believe that the volume of national
advertising revenue tends to adjust to shifts in a station's audience share
position more rapidly than does the volume of local and regional advertising
revenue. Therefore, we focus on sales of local and regional advertising. During
the year ended December 31, 1999 and 1998, no single advertiser accounted for
more than 10% of our net broadcasting revenue.
Our advertising revenue is typically collected within 120 days of the date
on which the related advertisement is aired. Most accrued expenses, however, are
paid within 45 to 60 days. As a result of this time lag, working capital
requirements have increased as we have grown and will likely increase in the
future.
Historically, we have generated net losses primarily as a result of
significant charges for depreciation and amortization relating to the
acquisition of radio stations and interest charges on outstanding debt. We
amortize FCC licenses and goodwill attributable to the acquisition of radio
stations over a 15-year period. Based upon the large number of acquisitions that
were consummated within the last two years, we anticipate that depreciation and
amortization charges will continue to be significant for several years. To the
extent that we complete additional acquisitions, our depreciation and
amortization charges are likely to increase. We expect that we will continue to
incur net losses through at least 2000.
We consolidate the operations of stations operated under local marketing
agreements. The Emerging Issues Task Force is reviewing the accounting method
for contractual management arrangements and may determine that consolidation is
appropriate only if certain requirements for controlling financial interest are
met. Because the provisions of our existing local marketing agreement do not
meet the proposed control requirements, if the Emerging Issues Task Force
proposal is approved as drafted, consolidation of the station operated under the
local marketing agreement may no longer be appropriate.
RESULTS OF OPERATIONS
Our consolidated financial statements tend not to be directly comparable
from period to period due to acquisition activity. Our acquisitions during the
year ended December 31, 1999 and 1998, 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:
1998 Acquisitions and Dispositions. WEMR-AM and WEMR-FM in
Wilkes-Barre/Scranton, Pennsylvania were acquired on January 2, 1998. KQFC-FM,
KKGL-FM and KBOI-AM in Boise, Idaho were acquired on February 12, 1998. WCTP-FM,
WCTD-FM and WKJN-AM in Wilkes-Barre/Scranton, Pennsylvania were acquired on
March 26, 1998. KIZN-FM and KZMG-FM in Boise, Idaho were acquired on April 21,
1998. On July 7, 1998, we sold WEST-AM in Allentown, Pennsylvania, in connection
with a prior acquisition. We also sold all of our stations in the Quincy,
Illinois market on October 7, 1998. KAAY-AM in Little Rock, Arkansas was
acquired on November 17, 1998. In conjunction with this acquisition, we sold
KRNN-AM in Little Rock, Arkansas. Digital Planet, L.C., Internet Technology
Systems, Inc., In Quo, The Johnson Connection, LLC and the
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Friendly Net, LLC, all in Salt Lake City, Utah, were acquired on September 18,
1998, September 29, 1998, October 15, 1998, October 26, 1998 and December 8,
1998, respectively.
1999 Acquisitions and Dispositions. WBHT-FM in Wilkes-Barre/Scranton,
Pennsylvania was acquired on January 4, 1999. Prior to the acquisition, we had
operated WBHT-FM under a local marketing agreement since July 3, 1997. On
February 9, 1999 we 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, we 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, we acquired six FM and three AM
radio stations in the Baton Rouge and Lafayette, Louisiana markets. On April 30,
1999, we purchased KVOR-AM and KTWK-AM in Colorado Springs, Colorado and
KEYF-AM/FM in Spokane, Washington. In addition, we exchanged KKLI-FM for KSPZ-FM
in Colorado Springs. On May 3, 1999, we acquired WKQV-FM in
Wilkes-Barre/Scranton, Pennsylvania and KWHK-FM in Spokane. On June 30, 1999, we
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, we
acquired all of the outstanding shares of capital stock of Fuller-Jeffrey
Broadcasting Companies, Inc. In connection with the acquisition, we acquired ten
FM radio stations in Portsmouth, New Hampshire and Portland, Maine. On November
1, 1999 we acquired KOOJ-FM in Baton Rouge, Louisiana and on November 9, 1999,
we sold substantially all of the assets of our 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, we 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.
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31, 1998
Net Broadcasting Revenue. Net broadcasting revenue increased $45.2 million
or 33.9% to $178.5 million for the year ended December 31, 1999 from $133.3
million for the year ended December 31, 1998, primarily due to the inclusion of
revenue from the acquisition of radio stations acquired in 1999. Barter revenue,
which is included in net broadcasting revenue, increased $7.3 million to $18.3
million for the year ended December 31, 1999 from $11.0 million for the year
ended December 31, 1998. For stations owned and operated over the comparable
period in 1999 and 1998, net broadcasting revenue improved $18.0 million or
15.9% to $131.1 million in 1999 from $113.1 million in 1998, primarily due to
increased ratings and improved selling efforts.
Station Operating Expenses. Station operating expenses increased $23.5
million or 25.6% to $115.3 million for the year ended December 31, 1999 from
$91.8 million for the year ended December 31, 1998. Barter expenses, which are
included in station operating expenses, increased $2.2 million to $11.7 million
for the year ended December 31, 1999 from $9.5 million for the year ended
December 31, 1998. The increase in station operating expenses was primarily
attributable to the inclusion of station operating expenses of the radio station
acquisitions completed in 1999.
Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased $21.7 million or 52.3% to $63.2 million for the year ended
December 31, 1999 from $41.5 million for the year ended December 31, 1998. For
stations owned and operated over the comparable periods in 1999 and 1998,
broadcast cash flow increased $9.8 million or 25.9% to $47.6 million in 1999
from $37.8 million in 1998. As a percentage of net broadcasting revenue,
broadcast cash flow improved to 35.4% for the year ended December 31, 1999
compared to 31.1% for the year ended December 31, 1998.
Corporate General and Administrative Expenses (Includes Non-Cash Deferred
Compensation). Corporate general and administrative expenses increased $4.3
million or 97.7% to $8.7 million for the year ended December 31, 1999 from $4.4
million for the year ended December 31, 1998. The increase was due primarily to
a $1.7 million increase in non-cash deferred compensation related to stock
options as well as an increase in staffing levels and associated costs needed to
support our growth, increased professional fees and expenses due to public
company reporting requirements and costs incurred in unsuccessful acquisitions.
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EBITDA. As a result of the factors described above, EBITDA increased $17.3
million or 46.6% to $54.4 million for the year ended December 31, 1999 from
$37.1 million for the year ended December 31, 1998.
Depreciation and Amortization. Depreciation and amortization expense
increased $9.8 million or 37.7% to $35.8 million for the year ended December 31,
1999 from $26.0 million for the year ended December 31, 1998, primarily due to
radio station acquisitions completed during 1999.
Interest Expense. Interest expense increased approximately $7.3 million or
40.3% to $25.4 million for the year ended December 31, 1999 from $18.1 million
for the year ended December 31, 1998, primarily due to interest expense
associated with Citadel Broadcasting's 9 1/4% Senior Subordinated Notes issued
on November 19, 1998.
Loss (Gain) on Sale of Assets. The loss on sale of assets in 1999 of $1.2
million resulted primarily from the loss on the sale of 25 radio stations in six
markets in November 1999 and the loss on the sale of certain real estate of
approximately $.9 million and $.3 million, respectively. The gain on sale of
assets in 1998 resulted primarily from the gain on the sale of four radio
stations in Quincy, Illinois aggregating approximately $1.3 million, offset by
certain other dispositions of assets resulting in losses.
Income Tax Benefit. The income tax benefit in 1999 and 1998 represents the
reversal of deferred tax liabilities established at the date of acquisition due
to differences in the tax bases and the financial statement carrying amounts of
intangibles and fixed assets acquired in stock-based acquisitions, offset by
federal alternative minimum tax and state tax expense. The increase in the net
tax benefit of $.3 million when comparing the year ended December 31, 1999 to
1998 is due to the stock acquisitions completed in 1999 offset by increased
federal alternative minimum tax and state tax expense.
Income (Loss) From Discontinued Operations, Net of Tax. The increase in
losses from discontinued operations of $4.3 million when comparing the year
ended December 31, 1999 to 1998 is primarily due to increased local and long
distance telephone charges, losses from customer accounts, sales and technical
outsourcing costs and estimated operating losses of approximately $.6 million to
be incurred in the year 2000 until the subscribers and equipment are sold and
the operations are discontinued.
Net Loss. Net loss increased $5.0 million or 128.2% to $8.9 million for the
year ended December 31, 1999 from $3.9 million for the year ended December 31,
1998. This increase in loss is primarily due to the increase in loss from
discontinued operations of $4.3 million.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31, 1997
Net Broadcasting Revenue. Net broadcasting revenue increased $44.1 million
or 49.4% to $133.3 million for the year ended December 31, 1998 from $89.2
million for the year ended December 31, 1997. The inclusion of revenue from the
acquisitions of radio stations and revenue generated from local marketing
agreements entered into during 1998 provided $6.3 million of the increase.
Barter revenue, which is included in net broadcasting revenue, increased $3.6
million to $11.0 million for the year ended December 31, 1998 from $7.4 million
for the year ended December 31, 1997. For stations owned and operated over the
comparable periods in 1998 and 1997, net broadcasting revenue improved $39.3
million or 64.3% to $100.4 million in 1998 from $61.1 million in 1997, primarily
due to increased ratings and improved selling efforts.
Station Operating Expenses. Station operating expenses increased $27.0
million or 41.7% to $91.8 million for the year ended December 31, 1998 from
$64.8 million for the year ended December 31, 1997. Barter expenses, which are
included in station operating expenses, increased $2.4 million to $9.5 million
for the year ended December 31, 1998 from $7.1 million for the year ended
December 31, 1997. The increase in station operating expenses was primarily
attributable to the inclusion of station operating expenses of the radio station
acquisitions and the local marketing agreements entered into during 1998.
Broadcast Cash Flow. As a result of the factors described above, broadcast
cash flow increased $17.0 million or 69.4% to $41.5 million for the year ended
December 31, 1998 from $24.5 million for the year ended December 31, 1997. As a
percentage of net broadcasting revenue, broadcast cash flow improved to 31.1%
for the year ended December 31, 1998 compared to 27.5% for the year ended
December 31, 1997.
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Corporate General and Administrative Expenses (Includes Non-Cash Deferred
Compensation). Corporate general and administrative expenses increased $0.9
million or 25.7% to $4.4 million for the year ended December 31, 1998 from $3.5
million for the year ended December 31, 1997. The increase was due primarily to
an increase in staffing levels needed to support our growth.
EBITDA. As a result of the factors described above, EBITDA increased $16.1
million or 76.7% to $37.1 million for the year ended December 31, 1998 from
$21.0 million for the year ended December 31, 1997.
Depreciation and Amortization. Depreciation and amortization expense
increased $11.5 million or 79.3% to $26.0 million for the year ended December
31, 1998 from $14.5 million for the year ended December 31, 1997, primarily due
to radio station acquisitions completed during 1998 and late 1997.
Interest Expense. Interest expense increased approximately $5.2 million or
40.3% to $18.1 million for the year ended December 31, 1998 from $12.9 million
for the year ended December 31, 1997, primarily due to interest expense
associated with additional borrowings completed in 1998 and 1997, offset by a
repayment of the borrowings in the third quarter of 1998 from the net proceeds
of our initial public offering of our common stock in July 1998.
Loss (Gain) on Sale of Assets. The gain on sale of assets in 1998 resulted
primarily from the gain on the sale of four radio stations in Quincy, Illinois
aggregating approximately $1.3 million, offset by certain other dispositions of
assets resulting in losses.
Income Tax Benefit. The income tax benefit in 1998 and 1997 represents the
reversal of deferred tax liabilities established at the date of acquisition due
to differences in the tax bases and the financial statement carrying amounts of
intangibles and fixed assets acquired in stock-based acquisitions, offset by
federal alternative minimum tax and state tax expense in 1998. For the year
ended December 31, 1997, we generated a net loss for both financial reporting
and income tax purposes; therefore, no current tax provision was recorded.
Net Loss. As a result of the factors described above, net loss decreased
$1.4 million or 26.4% to $3.9 million for the year ended December 31, 1998 from
$5.3 million for the year ended December 31, 1997.
LIQUIDITY AND CAPITAL RESOURCES
Overview. Recent liquidity needs have been driven by our acquisition
strategy. Our principal liquidity requirements are for acquisition financing,
debt service, working capital and general and corporate purposes, including
capital expenditures. Our acquisition strategy has required, and is expected to
continue in the foreseeable future to require, a significant portion of our
capital resources. We expect that our debt service within the next twelve
months, without regard to future acquisitions, will be approximately $30.8
million, including approximately $21.0 million for interest on Citadel
Broadcasting's 10 1/4% Senior Subordinated Notes due 2007 and 9 1/4% Senior
Subordinated Notes due 2008 and approximately $9.8 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. Citadel Broadcasting redeemed approximately 35% of the exchangeable
preferred stock in August of 1999.
We have financed our past acquisitions through bank borrowings, sales of
equity and debt securities, internally generated funds and proceeds from asset
sales. We expect that financing for future acquisitions will be provided from
the same sources.
An important factor in management financing decisions is the maintenance of
leverage ratios consistent with our long-term growth strategy. We recognize that
we may require additional resources or may need to consider modifications to our
expansion plans. To the extent we are unable to obtain additional funding, as
needed, we have contingency plans, which include curtailing capital expenditure
activities, and reducing infrastructure costs associated with expansion and
development plans. No assurance can be given that we will be successful in
raising additional capital, as needed, achieving profitable results or entering
into new markets.
At December 31, 1999, we held approximately $17.9 million in cash and cash
equivalents and had approximately $247.6 million in unborrowed availability
under Citadel Broadcasting's credit facility. This
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unborrowed availability has been reduced for outstanding letters of credit of
approximately $20.4 million at December 31, 1999.
Net Cash Provided by Operating Activities. For the twelve months ended
December 31, 1999, net cash provided by operating activities increased $1.4
million to $15.4 million from $14.0 million in 1998. This increase is primarily
due to the operating activities of the stations acquired in 1999, offset by the
operating activities of the discontinued operations.
Net Cash Used in Investing Activities. For the twelve months ended December
31, 1999, net cash used in investing activities, primarily for station
acquisitions, increased $272.0 million to $318.4 million from $46.4 million in
1998. The increase is primarily due to the acquisition of 57 radio stations in
1999, whereas 11 radio stations were acquired in 1998.
Net Cash Provided by Financing Activities. For the twelve months ended
December 31, 1999, net cash provided by financing activities increased $91.0
million to $218.4 million from $127.4 million in 1998. This increase is
primarily the result of our stock offering completed on June 25, 1999 and
additional borrowings of $132.0 million under the credit facility offset by the
partial redemption of exchangeable preferred stock of approximately $51.7
million. We sold 5,000,000 shares of our common stock at $29.25 per share in our
June 1999 offering. The proceeds to us from the offering, net of underwriting
discounts and commissions, were approximately $140.4 million. On the same date
as the stock offering, the net proceeds we received were transferred to the
equity of Citadel Broadcasting and used by Citadel Broadcasting to redeem a
portion of its exchangeable preferred stock and to fund radio station
acquisitions completed in the second and third quarter of 1999.
2000 Stock Offering. On February 11, 2000, we sold 4,750,000 shares of our
common stock at $51.50 per share. The proceeds to us 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 will be used to fund
our pending acquisitions. For further information about our pending
acquisitions, see the discussion below under the heading "Pending Acquisitions
and Recently Completed Transactions".
Credit Facility. On July 3, 1997, Citadel Broadcasting and its then
subsidiary, Citadel License, Inc., entered into an amended and restated
financing agreement, which originally allowed for revolving loan borrowings up
to a maximum of $150.0 million. Pursuant to the agreement, this amount began to
reduce quarterly on December 31, 1997. On December 17, 1999, all amounts
borrowed under this credit facility were repaid. On December 28, 1999, Citadel
License was merged into Citadel Broadcasting.
On December 17, 1999, we entered into a new 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, until March 31, 2000, up to $75.0 million
of the revolving credit facility may be made available in the form of letters of
credit, and after March 31, 2000, 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
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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 December 1999 and January 2000 has ranged from 7.4% to
9.1%. Citadel Broadcasting and Citadel Communications are currently in
compliance in all material respects with the terms of the credit facility.
Draws may be made under the term loan facility solely to finance a portion
of the acquisitions currently planned by Citadel Broadcasting, 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.
Citadel Broadcasting used the proceeds of a $132.0 million revolving credit
loan under the credit facility to refinance its then existing $68.0 million of
revolving credit loans under its prior credit facility, to pay transaction
expenses incurred in connection with entry into the new credit facility and the
refinancing of the indebtedness under the prior credit facility and to fund
radio stations acquired in December 1999. Additional 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 certain acquisitions contemplated by
Citadel Broadcasting and for future permitted acquisitions by Citadel
Broadcasting. At December 31, 1999, Citadel Broadcasting had approximately
$247.6 million available for borrowing under the credit facility. 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.
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.
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, our 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 exceptions, limit our ability to incur additional
indebtedness and liens, enter into transactions with affiliates, make
acquisitions other than acquisitions 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. We are also required to
satisfy financial covenants which will require us 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. At December 31, 1999, Citadel Communications and Citadel Broadcasting
were in compliance with all covenants under the credit facility.
Maximum Leverage Test. The maximum leverage test requires that Citadel
Broadcasting and Citadel Communications not permit the ratio of their total debt
as of the last day of the most recently ended quarter to their consolidated
EBITDA, as adjusted for permitted acquisitions and dispositions, for the rolling
four-quarter period ending as of the last day of such quarter, to be greater
than the applicable ratio on that date. The applicable ratio through March 31,
2000 is 7.25x, and it will decline .25x for each quarter thereafter until it has
decreased to 4.00x where it will remain.
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Minimum Interest Coverage Test. The minimum interest coverage test requires
that Citadel Broadcasting and Citadel Communications not permit the ratio of
their consolidated EBITDA for any rolling four-quarter period to their
consolidated interest expense for such period, to be less than the applicable
ratio on that date. The applicable ratios range from 1.50x through December 31,
2000 to 2.50x beginning October 1, 2002.
Minimum Fixed Charges Coverage Test. The minimum fixed charges coverage
test requires that Citadel Broadcasting and Citadel Communications not permit
the ratio of their consolidated EBITDA for any rolling four-quarter period to
their fixed charges for such period to be less than 1.25 to 1.00.
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.
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. In addition, at any time prior to July 1, 2000, Citadel
Broadcasting may, at its option, redeem a portion of the 10 1/4% notes with the
net proceeds of one or more Public Equity Offerings (as defined in the indenture
governing the 10 1/4% notes), at a redemption price equal to 110.25% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of redemption.
On November 19, 1998, Citadel Broadcasting completed the issuance of $115.0
million of 9 1/4% Senior Subordinated Notes due 2008. 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 a portion of 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. At December 31, 1999 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. In addition, Citadel Broadcasting paid
approximately $0.5 million of accrued dividends on the redeemed shares. Proceeds
from Citadel Communications' additional equity investment in Citadel
Broadcasting were utilized to complete the redemption.
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 and
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capital expenditures. At December 31, 1999, Citadel Broadcasting was in
compliance with all covenants under the Certificate of Designation.
Pending Acquisitions and Recently Completed Transactions. There are
numerous transactions currently pending which, if completed, would result in our
purchasing 48 FM and 28 AM radio stations, acquiring the right to operate one
additional FM radio station, acquiring the right to sell advertising in the
United States for one Canadian FM radio station and selling two AM radio
stations. The total cash required to fund our pending acquisitions is expected
to be approximately $510.2 million, which amount does not include 200,000 shares
of our common stock valued at $10.1 million that may be delivered in connection
with one acquisition. Under certain conditions, we may be required to pay the
$10.1 million in cash in lieu of such shares of common stock. In addition, we
purchased one FM radio station on February 10, 2000, and we sold 18 FM and seven
AM radio stations on November 9, 1999. We received approximately $26.0 million
in cash from the completed disposition; however, the cash received from this
sale plus accrued interest must be utilized as part of the purchase price for
one of our pending acquisitions as we have elected to enter into a
like-kind-exchange for federal income tax purposes. The consummation of each of
the pending transactions is subject to certain conditions, including the
approval of the FCC. Although we believe these closing conditions will be
satisfied in each case, there can be no assurance that this will be the case.
The pending acquisitions are expected to be funded from funds borrowed under
Citadel Broadcasting's credit facility, the funds received from the completed
disposition and the proceeds received from the recently completed offering of
our common stock.
Capital Expenditures. We had capital expenditures of approximately $16.6
million for the year ended December 31, 1999 compared to $4.5 million in 1998.
This increase is due primarily to the acquisition of a corporate jet, furniture
and fixtures related to the relocation of our corporate offices, the purchase of
new digital automation systems for certain markets and the construction of a new
building in Little Rock, Arkansas. Our other equipment purchases consist
primarily of broadcasting equipment and transmission tower upgrades.
In addition to acquisitions and debt service, our principal liquidity
requirements will be for working capital and general corporate purposes,
including capital expenditures, which are not expected to be material in amount.
We believe that cash from operating activities, loans under Citadel
Broadcasting's credit facility, proceeds from the November 9, 1999 disposition
and the proceeds from our recently completed offering of our common stock should
be sufficient to permit us to meet our financial obligations and to fund our
operations, including completion of our pending acquisitions, for at least the
next 12 months, although additional capital resources may be required in
connection with any further implementation of our acquisition strategy.
Year 2000 Matters. The year 2000 computer issue primarily results from the
fact that information technology hardware and software systems and other
non-information technology products containing embedded microchip processors
were originally programmed using a two digit format, as opposed to four digits,
to indicate the year. Such programming could cause a system or product failure
or other computer errors and a disruption in the operation of such systems and
products. The year 2000 issue may persist for some time after January 2000.
Our internal systems have not experienced any material year 2000 issues. We
presently believe that year 2000 issues will not pose significant operational
problems for our business going forward. We continue to monitor our operations
for year 2000 issues, and we believe that any year 2000 problems, which may
arise in our internal systems, will not have a material adverse effect on our
business, financial condition or results of operations. However, we cannot
assure you that this will be the case.
We are not aware of any material year 2000 problems encountered by our
suppliers and major advertisers to date, but have not obtained or sought
confirmations from our suppliers and major advertisers that they did not
experience year 2000 problems. Further, we cannot determine the state of their
year 2000 readiness on a going-forward basis. We cannot assure you that our
suppliers and major advertisers will be successful in ensuring that their
systems have been and will continue to be year 2000 compliant or that their
failure to do so will not have a material adverse effect on our business,
financial condition or results of operations.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk. During the normal course of business we are 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.
We constantly assess these risks and have established policies and practices to
protect against the adverse effects of these and other potential exposures.
Although we do 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. We may be exposed to interest rate changes under
Citadel Broadcasting's credit facility, which we maintain to provide liquidity
and to fund capital expenditures and acquisitions. We constantly monitor
interest rate changes to determine the impact any change will have on our
business, financial condition or results of operations. We do not consider our
cash and cash equivalents to be subject to interest rate risk due to their short
term maturities.
Notwithstanding our efforts to manage interest rate risks, there can be no
assurance that we 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 7, Managements' Discussion and Analysis of Financial Condition and
Results of Operations under the heading "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 December 31, 1999, there was $132.0 million
outstanding under the revolving term loan facility at an interest rate of
8.125%. Assuming a hypothetical increase in the interest rate of 10%, the impact
on our future earnings for the next year would be approximately $1.1 million of
increased interest expense based on $132.0 million of outstanding variable debt.
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 will be required to enter into a
hedging contract that will convert a portion of the variable rate into a fixed
rate. As of December 31, 1999, Citadel Broadcasting's fixed rate debt is greater
than 50% of its outstanding indebtedness and therefore Citadel Broadcasting has
not entered into any interest rate hedging contracts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
Citadel Communications Corporation's Consolidated Financial Statements,
including the notes thereto, and supplementary financial information filed under
this Item 8 are listed in Part IV, Item 14, of this report and are included
after the signature page beginning at page F-2.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth the names, ages and positions of the
directors and executive officers of Citadel Communications:
NAME AGE POSITION
---- --- --------
Lawrence R. Wilson 54 Chief Executive Officer, Chairman and President
Donna L. Heffner 40 Vice President, Chief Financial Officer and Secretary
D. Robert Proffitt 47 Vice President
Stuart R. Stanek 44 Vice President
Peter J. Benedetti 36 Vice President
Robert F. Fuller 59 Director
Ike Kalangis 62 Director
Ted L. Snider, Sr. 71 Director
John E. von Schlegell 45 Director
Lawrence R. Wilson co-founded and was a general partner of Citadel
Communications' predecessor, Citadel Associates Limited Partnership and Citadel
Associates Montana Limited Partnership, from 1984 to July 1992 and has been the
Chief Executive Officer, President and Chairman of Citadel Communications since
it was incorporated in 1993 and Chief Executive Officer and Chairman of the
Board of Citadel Broadcasting since it was incorporated in 1991. Mr. Wilson also
served as President of Citadel Broadcasting from 1991 to October 1998. From 1974
to 1979, Mr. Wilson was Executive Vice President and General Counsel of Combined
Communications Corporation, a national media company, where he handled all
acquisitions and mergers and oversaw the broadcast, newspaper and outdoor
billboard divisions as a part of a five person management committee. From 1979
to 1986, he was engaged in the private practice of law.
Donna L. Heffner joined Citadel Associates Limited Partnership and Citadel
Associates Montana Limited Partnership in 1988 as Controller. Ms. Heffner has
served as Secretary of Citadel Communications since it was incorporated in 1993
and of Citadel Broadcasting since it was incorporated in 1991. She has served as
Chief Financial Officer of Citadel Communications and Citadel Broadcasting since
1993 and 1992, respectively. In January 1997, Ms. Heffner became Vice President
of Citadel Communications and Citadel Broadcasting. Ms. Heffner also served as
Treasurer of Citadel Communications from 1993 to 1999 and as a director of
Citadel Communications for several months in 1993. She served as Treasurer of
Citadel Broadcasting from 1991 to 1999 and as a director of Citadel Broadcasting
from 1992 to 1993. From 1982 to 1985 and in 1987, she was employed by Price
Waterhouse, and in 1986, she was employed by Lowrimore, Warwick & Company as an
accountant.
D. Robert Proffitt joined Citadel Associates Limited Partnership and
Citadel Associates Montana Limited Partnership in 1988 as Vice President --
General Manager of KKFM-FM in Colorado Springs. In 1991, he was appointed Vice
President of Citadel Broadcasting, and in 1993, he was appointed Vice President
of Citadel Communications. Mr. Proffitt took over as General Manager of Citadel
Communications' Albuquerque operations in 1994. Mr. Proffitt served as President
of Central Region for Citadel Broadcasting from June 1997 to October 1998, and
he became President and Chief Operating Officer of Citadel Broadcasting in
October 1998.
Stuart R. Stanek joined Citadel Associates Limited Partnership and Citadel
Associates Montana Limited Partnership in 1986 as a General Manager of KKFM-FM
in Colorado Springs. In 1988, he became General Manager of KBEE-AM/KUBL-FM in
Salt Lake City. In 1991, he was appointed Vice President of Citadel
Broadcasting, in 1992, he was elected to the Board of Directors of Citadel
Broadcasting and in 1993, he was appointed Vice President and elected to the
Board of Directors of Citadel Communications. He served as a Director of Citadel
Communications and Citadel Broadcasting until August 1996. Mr. Stanek became
President of East Region for Citadel Broadcasting in June 1997.
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Peter J. Benedetti joined Citadel Communications in April 1995 as Sales
Manager for KMGA-FM in Albuquerque and also became Sales Manager for KHFM-FM in
Albuquerque upon Citadel Communications' acquisition of that station in June
1996. From January 1997 to July 1997, Mr. Benedetti was Director of Sales of
Citadel Communications' Salt Lake City radio station group, and from July 1997
to October 1998, he served as Vice President and General Manager of that radio
station group. In October 1998, Mr. Benedetti became Vice President of Citadel
Communications and Vice President and President of the Central Region for
Citadel Broadcasting, and in July 1999, he became President of the West Region
for Citadel Broadcasting when operations were consolidated into East and West
Regions. Prior to joining Citadel Communications, he served as an account
executive for Jacor Communications in Denver, Colorado.
Robert F. Fuller became a director of Citadel Communications and Citadel
Broadcasting in November 1999. From 1975 to 1999, he was the President and
majority owner of Fuller-Jeffrey Broadcasting Companies, Inc., a ten station
radio group purchased by Citadel Broadcasting in August 1999. Mr. Fuller brings
over 43 years of radio broadcast experience to Citadel Communications, ranging
from on-air and management positions to ownership of over 30 radio stations.
Ike Kalangis became a director of Citadel Communications and Citadel
Broadcasting in May 1999. Mr. Kalangis has over 30 years' experience in the
banking industry, most recently, from 1989 until his retirement in 1997, as
Chairman, President and Chief Executive Officer of Boatman's Sunwest, Inc., a
bank holding company with community banks in New Mexico and Texas, which is now
a part of Bank of America.
Ted L. Snider, Sr. became a director of Citadel Communications and Citadel
Broadcasting in November 1997 following Citadel Communications' October 1997
acquisition of Snider Corporation. Mr. Snider had been Chairman of Snider
Corporation since its incorporation in 1971. Snider Corporation owned two FM and
two AM radio stations, the right to construct an additional FM radio station and
the Arkansas Radio Network.
John E. von Schlegell has served as a member of the Board of Directors of
Citadel Communications and Citadel Broadcasting since January 1997. He
co-founded and, since 1991, has managed, The Endeavour Capital Fund Limited
Partnership, a firm that invests equity capital in privately held businesses
throughout the northwest. Prior to 1991, Mr. von Schlegell was a general partner
at Golder, Thoma & Cressey, a private equity firm based in Chicago.
BOARD COMPOSITION
Three of the five persons presently constituting the Board of Directors of
Citadel Communications were elected under the terms of a Fourth Amended and
Restated Voting Agreement dated as of October 15, 1997, by and among Citadel
Communications, the voting trustee under the Amended and Restated Voting Trust
Agreement dated October 15, 1997 and certain other stockholders of Citadel
Communications. In connection with Citadel Communications' initial public
offering in 1998, the Fourth Amended and Restated Voting Agreement and a related
stockholders agreement among Citadel Communications and certain of its
stockholders were terminated. The Amended and Restated Voting Trust Agreement
will continue in effect until terminated in accordance with its terms.
Each director of Citadel Communications holds office until the next annual
meeting of stockholders and until his or her successor has been elected and
qualified. Officers are elected by the Board of Directors and serve at its
discretion.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that Citadel Communications' directors and executive officers, and any persons
who own more than ten percent of Citadel Communications' common stock, file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of the common stock and other equity securities of
Citadel Communications. Such persons are required by the Securities and Exchange
Commission regulations to furnish Citadel Communications with a copy of all
Section 16 forms they file.
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To our knowledge, based solely on a review of the copies of reports filed
and written representations that no other reports were required, during or with
respect to the year ended December 31, 1999, all such Section 16(a) filing
requirements were met, except Robert F. Fuller filed a late report with respect
to one transaction and Edward T. Hardy, a former executive officer, filed a late
report with respect to two transactions.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information with respect to the compensation
paid to our Chief Executive Officer and each of our other four most highly
compensated executive officers during 1999. Information with respect to 1997
compensation is not given for Mr. Benedetti as he did not begin service as an
executive officer until 1998.
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION ----------------------------
--------------------------------------- SECURITIES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION(2)
------------------ ---- ---------- -------- --------------- ---------- ---------------
Lawrence R. Wilson................ 1999 $ 438,319 -0- -0- 875,000 $3,413
Chairman, Chief 1998 358,319 $214,370(3) -0- 60,000 3,046
Executive Officer 1997 341,256 120,000(4) -0- -0- 3,278
and President
Donna L. Heffner.................. 1999 $ 230,000 -0- -0- 250,000 $3,489
Vice President and 1998 175,000 80,000(3) -0- 12,000 4,537
Chief Financial 1997 140,535 50,000(4) -0- -0- 3,086
Officer
D. Robert Proffitt................ 1999 $ 250,000 -0- -0- 250,000 $3,849
Vice President 1998 200,000 $ 40,000(3) -0- 12,000 3,161
1997 192,211 15,000(4) -0- -0- 2,541
Stuart R. Stanek.................. 1999 $ 230,000 -0- $26,216 250,000 $3,598
Vice President 1998 210,000 $ 50,000(3) -0- 12,000 2,635
1997 190,007 30,000(4) -0- -0- 2,529
Peter J. Benedetti................ 1999 $ 200,000 -0- $69,402 125,000 $2,202
Vice President 1998 160,000(5) $ 65,000(3) -0- 21,005 2,093
- ---------------
(1) In accordance with applicable regulations, the amounts set forth in this
column do not include perquisites and other personal benefits received by
the executive officers unless the aggregate value of such perquisites and
other benefits exceeded the lesser of $50,000 or 10% of the total salary and
bonus reported for the executive officer. The amount shown for Mr. Stanek
represents $25,309 for mortgage payments made on behalf of Mr. Stanek and
$907 for personal motor vehicle use. The amount shown for Mr. Benedetti
represents $58,568 for closing cost payments made on behalf of Mr. Benedetti
and reimbursement of the loss on the sale of a home, $7,825 for temporary
living expenses and $3,009 for personal motor vehicle use.
(2) Included for 1999 are our contributions to Citadel Communications' 401(k)
Plan (Mr. Wilson - $3,200, Ms. Heffner - $3,408, Mr. Proffitt - $3,717, Mr.
Stanek - $2,517 and Mr. Benedetti - $2,142), which contributions vest over
five years, and our payment of premiums for term life insurance (Mr. Wilson
- $213, Ms. Heffner - $81, Mr. Proffitt - $132, Mr. Stanek - $81 and Mr.
Benedetti - $60).
(3) Bonuses were earned in 1998 and paid in 1998 and 1999. Does not reflect
bonuses earned in 1997 but paid in 1998.
(4) Bonuses were earned in 1997 and paid in 1997 and 1998. Does not reflect
bonuses earned in 1996 but paid in 1997.
(5) Includes payments of $10,000 made in 1999 following a salary increase made
retroactive to November 1998.
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The following table summarizes individual grants of options to purchase
shares of common stock of Citadel Communications to the executive officers
listed in the Summary Compensation Table during the year ended December 31,
1999:
OPTIONS GRANTED IN FISCAL 1999
PERCENT OF
NUMBER OF TOTAL EXERCISE MARKET POTENTIAL REALIZABLE VALUE AT ASSUMED
SECURITIES OPTIONS OR PRICE ON RATES OF STOCK PRICE APPRECIATION FOR
UNDERLYING GRANTED TO BASE DATE OF OPTION TERM(4)
OPTIONS EMPLOYEES PRICE GRANT EXPIRATION --------------------------------------
NAME GRANTED IN 1999 ($/SH)(1) ($/SH)(2) DATE(3) 0%($) 5%($) 10%($)
---- ---------- ---------- --------- --------- ---------- -------- ----------- -----------
Lawrence R. Wilson(5).... 875,000 42.6% $29.25 $ 30.25 6-25-09 $875,000 $17,517,500 $43,058,750
Donna L. Heffner(5)...... 250,000 12.2 29.25 30.25 6-25-09 250,000 5,005,000 12,302,500
D. Robert Proffitt(5).... 250,000 12.2 29.25 30.25 6-25-09 250,000 5,005,000 12,302,500
Stuart R. Stanek(5)...... 250,000 12.2 29.25 30.25 6-25-09 250,000 5,005,000 12,302,500
Peter J. Benedetti(5).... 125,000 6.1 29.25 30.25 6-25-09 125,000 2,502,500 6,151,250
- ---------------
(1) The exercise price equals the price to the public in Citadel Communications'
June 1999 common stock offering.
(2) The indicated market price on the date of grant was the closing market price
of the common stock.
(3) The options must be earned prior to June 25, 2004. Any portion not earned
will be forfeited. Earned options expire on the dates shown in the table.
See footnote (5).
(4) The potential realizable value is based on the term of the option at the
time of grant, which is ten years for each of the options set forth in the
table. An assumed stock price appreciation of 0%, 5% and 10% is used
pursuant to rules promulgated by the Securities and Exchange Commission. The
potential realizable value is calculated by assuming that the market price
on the date of grant appreciates at the indicated rate, compounded annually,
for the entire term of the option and that the option is exercised and sold
on the last day of its term at this appreciated stock price. The potential
realizable value is not intended to forecast the future appreciation of the
common stock.
(5) The options are earned in one-fifth increments for each increase in average
stock price (calculated over 20 consecutive trading days) equal to one-fifth
of the difference between the doubled exercise price and the exercise price.
When an increment of the option is earned, the earned portion vests 20% each
year thereafter. Vesting accelerates in the event of a change in control of
Citadel Communications, as provided for in Citadel Communications' 1999
Long-Term Incentive Plan.
The following table shows the number of shares of common stock acquired and
the value realized upon exercise in 1999 of options to purchase shares of common
stock of Citadel Communications by the executive officers listed in the Summary
Compensation Table, as well as the number and value of unexercised options to
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purchase shares of common stock of Citadel Communications (rounded to the
nearest whole share) held by such persons as of December 31, 1999.
AGGREGATED OPTION EXERCISES IN 1999 AND
FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT FISCAL YEAR END OPTIONS AT FISCAL YEAR END(1)
ACQUIRED ON VALUE # $
EXERCISE # REALIZED $ EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
----------- ---------- -------------------------- -----------------------------
Lawrence R.
Wilson(2)............ 178,071 11,105,728 407,410/1,091,467 $ 24,721,516/$43,483,540
Donna L. Heffner....... 124,392 7,733,806 58,662/286,000 3,666,588/10,937,142
D. Robert Proffitt..... 124,805 7,736,520 18,421/290,800 1,119,817/11,229,342
Stuart R. Stanek....... 39,600 2,342,538 146,034/288,400 9,211,823/11,083,242
Peter J. Benedetti..... -0- -0- 7,801/147,204 402,874/5,570,746
- ---------------
(1) These values have been calculated on the basis of the December 31, 1999
closing price per share of $64.875, less the applicable exercise price.
(2) Includes options held by Rio Bravo Enterprise Associates, L.P. Mr. Wilson
owns all of the capital stock of Rio Bravo, Inc., the sole general partner
of Rio Bravo Enterprise Associates, L.P.
EMPLOYMENT AGREEMENT
In June 1996, we entered into an employment agreement with Lawrence R.
Wilson which has an initial term ending in June 2001. The agreement provides for
annual base salary compensation, annual increases to base salary and an annual
bonus calculated as a percentage of base salary in effect at the end of the year
and based on our annual performance criteria. The annual performance criteria
were not achieved for the year ended December 31, 1999 and, therefore, no bonus
was earned for 1999. For 1999, the Compensation Committee of our Board of
Directors approved a base salary for Mr. Wilson in an amount greater than that
provided for in the agreement, following the Committee's review of compensation
levels at comparable public companies.
Mr. Wilson's employment will terminate upon Mr. Wilson's becoming
permanently disabled or upon a liquidation or dissolution of Citadel
Communications, a sale, transfer or other disposition of all of the assets of
Citadel Broadcasting on a consolidated basis, or any transaction or series of
transactions whereby any person or entity other than ABRY Broadcast Partners II,
L.P. or its affiliates or affiliates of Citadel Communications, becomes the
direct or indirect beneficial owner of securities of Citadel Communications or
Citadel Broadcasting representing 50% or more of the combined voting power of
Citadel Communications' or Citadel Broadcasting's then outstanding securities.
In such event, Mr. Wilson or his beneficiary will be entitled to receive Mr.
Wilson's then base salary through the end of the month in which the termination
occurs. In addition, upon the affirmative vote or written consent of not less
than 66 2/3% of the members of the Citadel Communications Board of Directors,
Mr. Wilson's employment may be terminated with or without cause. If any such
termination is without cause, Mr. Wilson will be entitled to receive his then
current base salary through the end of the then current term of the employment
agreement.
1996 EQUITY INCENTIVE PLAN
Citadel Communications adopted the 1996 Equity Incentive Plan under which
employees, officers, directors (excluding non-employee directors), consultants,
independent contractors and advisors of Citadel Communications are eligible to
receive awards in the form of incentive stock options and options that are not
incentive stock options to purchase common stock of Citadel Communications.
Awards may also be in the form of stock appreciation rights, restricted
securities and other stock-based awards as determined by the Board of Directors
of Citadel Communications, none of which have been granted to date. The Equity
Incentive Plan is administered by the Compensation Committee of the Citadel
Communications Board of Directors and in certain cases the Citadel
Communications Board. The Compensation Committee or the Board has authority
under the Equity Incentive
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Plan to designate participants, determine the terms and conditions of awards to
be granted to each participant and decide all matters relating to any award. At
December 31, 1999, the total number of shares of common stock of Citadel
Communications that remained reserved and available for issuance under the
Equity Incentive Plan, or which may be used to provide a basis of measurement
for an award, was 2,175,807 shares, including shares underlying outstanding
grants.
Shares subject to any expired, terminated or lapsed awards are available
for subsequent grants under the Equity Incentive Plan. The exercise price of
incentive stock options granted under the plan may not be less than the fair
market value of the common stock as of the date of grant, and 110% of the fair
market value of the common stock in the case of an incentive stock option
granted to an individual who at the time of the grant owns more than 10% of the
combined voting power of Citadel Communications' capital stock. The Board may
provide that an optionee may pay for shares upon exercise of an option in cash
or by check or through cashless exercise procedures or by such other medium or
by any combination of media as authorized by the Board. The grant of an option
may be accompanied by a reload option, which gives an optionee who pays the
exercise price of an option with shares of common stock an additional option to
acquire the same number of shares that was used to pay for the original option
at an exercise price of not less than the fair market value of common stock as
of the reload option grant date. In the event a participant's employment with
Citadel Communications is terminated due to disability, retirement or any other
reason, a participant may exercise an option only to the extent it was
exercisable on the termination date of the participant's employment. An
incentive stock option must be exercised prior to the earlier of the expiration
of three months (six months in the case of disability after the termination
date) or the expiration date of the options set forth in the award agreement. A
non-incentive stock option must be exercised within the applicable time period
for exercise set forth in the award agreement. In the event of the death of the
participant before an option lapses, an option may be exercised only to the
extent it was exercisable on the date of death. However, such exercise must be
made prior to the earlier of the first anniversary of the participant's death or
the expiration date of the option.
1999 LONG-TERM INCENTIVE PLAN
Citadel Communications adopted the 1999 Long-Term Incentive Plan, which is
intended to be the primary long-term incentive plan for senior management. The
Long-Term Incentive Plan provides opportunities for participants to earn the
right to purchase shares of Citadel Communications' common stock if performance
goals, measured solely by the increase in the price of the common stock, and
continued employment requirements are met. Participants under the Long-Term
Incentive Plan receive an option grant based on the Citadel Communications
Compensation Committee's evaluation of the participant's ability to contribute
to Citadel Communications' overall performance. If the option is not fully
earned during the specific five-year performance period, any portion not earned
is forfeited, and the shares become available for issuance upon exercise of
other options granted under the plan. For the full option to be earned, the
average stock price (calculated over 20 consecutive trading days) over the
exercise price must double during the performance period. If any shares become
available for additional grants under this plan, the exercise price will be the
average of the bid and asked prices of the common stock on the date of the
grant. The option is earned in one-fifth increments for each increase in average
stock price (calculated over 20 consecutive trading days) equal to one-fifth of
the difference between the doubled exercise price and the exercise price. When
an increment of the option is earned, the earned portion generally vests over a
five-year period. A total of 1,750,000 shares of common stock are reserved and
available for issuance under the Long-Term Incentive Plan.
At the time that the Citadel Communications Board of Directors adopted the
Long-Term Incentive Plan, the following option grants were made to be effective
as of the closing of Citadel Communications' common stock offering in June 1999,
subject to stockholder approval of the Long-Term Incentive Plan, which was
obtained in July 1999: Lawrence R. Wilson -- 875,000 shares; Donna L.
Heffner -- 250,000 shares; D. Robert Proffitt -- 250,000 shares; Stuart R.
Stanek -- 250,000 shares; and Peter J. Benedetti -- 125,000 shares. The exercise
price for the options granted is $29.25 per share, the price to the public in
Citadel Communications' June 1999 common stock offering. As of March 15, 2000,
four-fifths of each of these options had been earned. No portion has yet vested.
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401(k) PLAN
Effective in 1993, we adopted a 401(k) Retirement Savings Plan for the
purpose of providing, at the option of the employee, retirement benefits to our
employees who have been employed for a period of one year or longer and who meet
certain other requirements of the 401(k) plan. Contributions to the 401(k) plan
are made by the employee and, on a voluntary basis, by us. We currently match
100% of that part of the employee's elective deferrals up to 2% of the
employee's salary.
A contribution to the 401(k) plan of approximately $532,000 was made by us
during the year ended December 31, 1999.
DIRECTOR COMPENSATION
Currently, all non-employee directors are entitled to receive an annual fee
of $20,000 for their services as directors of Citadel Communications and Citadel
Broadcasting. Directors who are also our employees do not receive additional
consideration for serving as directors, except that all directors are entitled
to reimbursement for travel and out-of-pocket expenses in connection with their
attendance at Board and committee meetings.
AUDIT AND COMPENSATION COMMITTEES
Our Board of Directors has established two committees, the Audit Committee
and the Compensation Committee.
The Audit Committee provides oversight of the financial reporting process
and management's responsibility for the integrity, accuracy and objectivity of
financial reports and accounting and financial reporting and practices. The
Audit Committee has the power to recommend the retention of the independent
public accountants and to consult with such independent accountants concerning
the plan of audit, their report of audit and the adequacy of internal controls.
The Audit Committee is currently composed of four independent, non-employee
directors, Ted L. Snider, Sr. (Chairman), John E. von Schlegell, Ike Kalangis
and Robert F. Fuller.
The Compensation Committee reviews and makes recommendations to the Board
of Directors concerning our compensation and benefit policies and practices. The
Compensation Committee is currently composed of four non-employee directors,
John E. von Schlegell (Chairman), Ike Kalangis, Robert F. Fuller and Ted L.
Snider, Sr.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, John E. von Schlegell, Ted L. Snider, Sr., Ike Kalangis,
Robert F. Fuller and former directors, Scott E. Smith and Patricia Diaz Dennis,
were members of the Compensation Committee of the Citadel Communications Board
of Directors, which determines compensation matters for Citadel Communications
and Citadel Broadcasting.
Registration Rights Agreement. Citadel Communications is a party to a
Registration Rights Agreement, dated June 28, 1996, as amended, with Lawrence R.
Wilson, Rio Bravo Enterprise Associates, L.P., ABRY Broadcast Partners II, L.P.,
Baker, Fentress & Company, Edward T. Hardy, The Endeavour Capital Fund Limited
Partnership, Ted L. Snider, Sr. and others, which requires Citadel
Communications to register their shares of its common stock under the Securities
Act of 1933, as amended, for offer and sale to the public (including by way of
an underwritten public offering), upon a demand by such stockholders, and which
entitles such parties to join in any registration of equity securities of
Citadel Communications. Various stockholders have exercised their rights under
this agreement and have participated in Citadel Communications' common stock
offerings, including ABRY Broadcast Partners II, L.P. and its general partner;
Baker, Fentress & Company; The Endeavour Capital Fund Limited Partnership and
its general partner; Edward T. Hardy and Ted L. Snider, Sr. ABRY Broadcast
Partners II, L.P., is a significant stockholder of Citadel Communications. For a
portion of 1999, Baker, Fentress & Company owned more than five percent of the
outstanding common stock and Mr. Smith was an Executive Vice President of Baker,
Fentress & Company. Mr. von Schlegell is President and a shareholder of the
general partner of The Endeavour Capital Fund Limited Partnership, and Edward T.
Hardy was an executive officer of Citadel Communications and Citadel
Broadcasting. Mr. Wilson owns all of the capital stock of Rio Bravo, Inc., the
sole general partner of Rio Bravo Enterprise Associates, L.P. In addition to
those parties having registration
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rights under the Registration Rights Agreement, each of Rio Bravo Enterprise
Associates, L.P., Donna L. Heffner, D. Robert Proffitt, Stuart R. Stanek and
Peter J. Benedetti participated as selling stockholders in Citadel
Communications' common stock offerings in 1999 and/or 2000.
Transactions with Connect Communications. On October 1, 1999, Citadel
Broadcasting acquired certain assets and subscriber agreements of Connect
Communications Corporation, an internet service provider in Arkansas, in
exchange for extinguishment of approximately $0.1 million in accounts receivable
and certain equipment owned by Citadel Broadcasting. Ted Snider, Jr., the son of
Ted L. Snider, Sr., a director of Citadel Communications and Citadel
Broadcasting, is a director and shareholder of Connect Communications
Corporation.
Connect Communications Corporation also provided telephone service to
Citadel Broadcasting during 1999. The value of the service provided in 1999 was
approximately $124,000. As of December 31, 1999, Connect Communications
Corporation owed Citadel Broadcasting approximately $69,000 for third party
telephone charges, which were to be reimbursed by Connect Communications
Corporation. We believe that the terms of our transactions with Connect
Communications Corporation are at least as favorable to us as those that could
be obtained generally from unaffiliated parties.
Consulting Agreement. On August 31, 1999, Citadel Broadcasting entered into
a seven-year Consulting Agreement with Robert F. Fuller which provides for
compensation to Mr. Fuller of $250,000 each year. In 1999, Citadel Broadcasting
paid Mr. Fuller $83,333 under this Consulting Agreement. Citadel Broadcasting
originally entered into this Consulting Agreement in connection with its
acquisition of all of the issued and outstanding shares of capital stock of
Fuller-Jeffrey Broadcasting Companies, Inc. from Mr. Fuller and Joseph N.
Jeffrey, Jr., the two former stockholders of Fuller-Jeffrey Broadcasting. Mr.
Fuller became a director of each of Citadel Communications and Citadel
Broadcasting in November 1999. We believe that the terms of the Consulting
Agreement with Mr. Fuller are at least as favorable to us as those that could be
obtained generally from unaffiliated parties.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial
ownership of Citadel Communications' common stock as of March 12, 2000 by (1)
each person, entity or group known to us to beneficially own more than five
percent of the common stock, (2) each of our directors, (3) each of our
executive officers listed in the Summary Compensation Table in Item 11,
Executive Compensation, and (4) all of our directors and executive officers as a
group.
Except as indicated below, the persons named have sole voting and
investment power with respect to the shares shown as beneficially owned by them.
The percentages are rounded to the nearest tenth of a percent. Holders of common
stock are entitled to one vote per share on all matters submitted to a vote of
stockholders generally.
The number of shares and percentages are calculated in accordance with Rule
13d-3 under the Securities Exchange Act of 1934, as amended, on a stockholder by
stockholder basis, assuming that each stockholder converted all securities owned
by such stockholder that are convertible into common stock at the option of the
holder within 60 days of March 12, 2000, and that no other stockholder so
converts. The numbers and percentages of shares owned assume that these
outstanding options have been exercised by such respective stockholders as
follows:
- Lawrence R. Wilson -- 407,410 shares (including options to purchase
395,410 shares held by Rio Bravo Enterprise Associates, L.P.),
- Donna L. Heffner -- 58,662 shares,
- D. Robert Proffitt -- 20,821 shares,
- Stuart R. Stanek -- 127,234 shares,
- Peter J. Benedetti -- 7,801 shares, and
- all directors and executive officers as a group -- 621,928 shares.
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SHARES OF COMMON
STOCK
BENEFICIALLY OWNED
----------------------
PERCENT OF
COMMON
BENEFICIAL OWNER NUMBER STOCK
- ---------------- --------- ----------
Lawrence R. Wilson(1)....................................... 2,167,956 5.8%
City Center West
Suite 400
7201 West Lake Mead Boulevard
Las Vegas, NV 89128
Donna L. Heffner(2)......................................... 177,213 *
D. Robert Proffitt(3)....................................... 173,555 *
Stuart R. Stanek(4)......................................... 209,907 *
Peter J. Benedetti(5)....................................... 11,628 *
Robert F. Fuller............................................ 10,000 *
Ike Kalangis................................................ 1,000 *
Ted L. Snider, Sr.(6)....................................... 214,817 *
John E. von Schlegell(7).................................... 84,377 *
All directors and........................................... 3,050,453 8.1%
executive officers as
a group (9 persons)(8)
ABRY Broadcast Partners II, L.P.(9)......................... 3,339,144 9.1%
18 Newbury Street
Boston, MA 02116
Putnam Investments, Inc.(10)................................ 4,071,267 11.1%
One Post Office Square
Boston, MA 02109
Janus Capital Corporation (11).............................. 3,263,430 8.9%
100 Filmore Street
Suite 300
Denver, CO 80206
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* Less than 1%
(1) The numbers of shares include 1,702,883 shares held by Rio Bravo
Enterprise Associates, L.P. The numbers of shares also include 395,410
shares of common stock which may be acquired upon exercise of options held
by Rio Bravo Enterprise Associates, L.P. Rio Bravo Enterprise Associates,
L.P. therefore beneficially owns 2,098,293 shares or 5.6% of the common
stock. Mr. Wilson, a director and executive officer, owns all of the
capital stock of Rio Bravo, Inc., the sole general partner of Rio Bravo
Enterprise Associates, L.P. The remaining shares are jointly owned by Mr.
Wilson and his spouse, Claire Wilson, or may be acquired upon exercise of
options held by Mr. Wilson.
(2) Ms. Heffner's shares are jointly owned by Ms. Heffner and her spouse, Tim
Heffner.
(3) Mr. Proffitt's shares are jointly owned by Mr. Proffitt and his spouse,
Lynette Proffitt.
(4) Mr. Stanek's shares are jointly owned by Mr. Stanek and his spouse, Kim
Stanek. The number of shares shown does not include 1,781 shares owned by
Kim Stanek.
(5) Mr. Benedetti's shares are jointly owned by Mr. Benedetti and his spouse,
Krista Benedetti.
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(6) The number of shares shown does not include 121,713 shares owned by Mr.
Snider's spouse.
(7) Represents 2,554 shares held by The Endeavour Capital Fund Limited
Partnership and 81,823 shares held by DVS Management, Inc. Mr. von
Schlegell is the Managing Partner of The Endeavour Capital Fund and the
President and a shareholder of DVS Management, the general partner of The
Endeavour Capital Fund.
(8) Includes shares discussed in footnotes (1) and (7).
(9) All of the shares beneficially owned by ABRY Broadcast Partners II, L.P.
are held under an Amended and Restated Voting Trust Agreement dated
October 15, 1997. By its terms, the Amended and Restated Voting Trust
Agreement shall continue in effect until terminated upon the written
agreement of Citadel Communications and the holders of voting trust
certificates which represent a majority of the shares held in the voting
trust as determined in accordance with the Amended and Restated Voting
Trust Agreement. The voting trust also terminates with respect to any
shares upon transfer of such shares to a person who is not an affiliate of
ABRY Broadcast Partners II, L.P. or upon a distribution of shares by ABRY
Broadcast Partners II, L.P. to its partners. During the term of the
Amended and Restated Voting Trust Agreement, the voting trustee has the
right to vote the shares of stock subject to that agreement and to take
part in any stockholders' meetings, including the right to vote the shares
for the election of directors of Citadel Communications. The voting
trustee may assign his rights and delegate his obligations to a successor
voting trustee, who shall be a back-up trustee or other person appointed
in the manner provided under the terms of the Amended and Restated Voting
Trust Agreement. The voting trustee is Harlan A. Levy, whose address is
1585 Broadway, 19th Floor, New York, N.Y. 10036. Dispositive power with
respect to these shares is held by Royce Yudkoff, the sole trustee of ABRY
Holdings, Co., the sole member of ABRY Holdings, LLC, the general partner
of ABRY Capital, L.P., the general partner of ABRY Broadcast Partners II,
L.P.
(10) As reported on Schedule 13G filed with the Securities and Exchange
Commission on February 17, 2000 (dated February 7, 2000) by Putnam
Investments, Inc. on behalf of itself and Marsh & McLennan Companies,
Inc., Putnam Investment Management, Inc. and The Putnam Advisory Company,
Inc., 301,000 of the shares indicated are under shared voting power among
Putnam Investments, Inc. and The Putnam Advisory Company, Inc. Of the
shares indicated, 3,598,967 shares are under shared dispositive power
between Putnam Investments, Inc. and Putnam Investment Management, Inc.,
and 472,300 shares are under shared dispositive power between Putnam
Investments, Inc. and The Putnam Advisory Company, Inc. Putnam Investment
Management, Inc. and The Putnam Advisory Company, Inc. are subsidiaries of
Putnam Investments, Inc. and Putnam Investments, Inc. is a subsidiary of
Marsh & McLennan Companies, Inc. The number of shares shown assumes that
there has been no change in the number of shares beneficially owned from
the number of shares reported as being beneficially owned in the Schedule
13G. Pursuant to Rule 13d-4 under the Securities Exchange Act, March &
McLennan Companies, Inc. and Putnam Investments, Inc. declared that their
filing of the Schedule 13G shall not be deemed to be an admission of
beneficial ownership of the shares reported.
(11) As reported on a Schedule 13G filed with the Securities and Exchange
Commission on January 11, 2000 (dated January 10, 2000) by Janus Capital
Corporation on behalf of itself and Thomas H. Bailey, all of the shares
indicated are under shared voting and dispositive power among Janus
Capital Corporation and Mr. Bailey. Mr. Bailey owns approximately 12.2% of
Janus Capital. The number of shares shown assumes that there has been no
change in the number of shares beneficially owned from the number of
shares reported as being beneficially owned in the Schedule 13G. In the
Schedule 13G, Mr. Bailey disclaimed beneficial ownership in these shares.
Janus Capital and Mr. Bailey declared that they do not have the right to
receive any dividends from, or the proceeds from the sale of, these shares
and disclaimed any ownership associated with such rights.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SALE AND LEASEBACK OF AIRPLANE
In December 1995, Citadel Broadcasting sold to Wilson Aviation, L.L.C., a
company then owned by Lawrence R. Wilson and his spouse and currently owned by
Rio Bravo Enterprise Associates, L.P., an airplane formerly owned by Citadel
Broadcasting, for a cash purchase price of approximately $1.3 million.
Contempora-
51
52
neously with the sale of the airplane, Citadel Broadcasting entered into an
agreement to lease the airplane from Wilson Aviation, L.L.C. Under the terms of
the lease, Citadel Broadcasting paid rent in the amount of $252,000 in 1999 and
bore the costs of the maintenance, repair and operation of the airplane. The
lease was terminated effective as of January 1, 2000. The sale and leaseback
were not independently established in an arm's length transaction; however, the
original transaction was reviewed and approved by Citadel Broadcasting's senior
lender and we believe, based upon such review, that the terms of the transaction
were reasonable and at least as favorable to us as could have been obtained
generally from unaffiliated parties. Mr. Wilson is a director and an executive
officer of each of Citadel Communications and Citadel Broadcasting. Mr. Wilson
owns all of the capital stock of Rio Bravo, Inc., the sole general partner of
Rio Bravo Enterprise Associates, L.P.
See Item 11, Executive Compensation, under the heading "Compensation
Committee Interlocks and Insider Participation" for a description of various
other transactions involving our directors and executive officers and
significant stockholders of Citadel Communications.
52
53
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a)(1) Financial Statements -- The following Consolidated Financial
Statements of Citadel Communications Corporation and subsidiary are
filed as part of Item 8 of this report and are included after the
signature page:
PAGE
----
Independent Auditors' Report F-2
Audited Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 1998 and
1999 F-3
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999 F-4
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1997, 1998 and 1999 F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999 F-8
Notes to Consolidated Financial Statements F-9
(a)(2) Financial Statement Schedules--
Schedule II: Valuation and Qualifying Accounts. Information required
by Schedule II is included in the Notes to Citadel Communications
Corporation's Consolidated Financial Statements as Note (15).
(a)(3) Exhibits -- The Exhibits listed in the accompanying Exhibit Index
are filed as part of this report.
(b) Reports on Form 8-K -- During the quarter ended December 31, 1999,
Citadel Communications Corporation filed the following reports on
Form 8-K:
(i) Form 8-K/A filed on December 3, 1999 amending previously filed pro
forma financial information of Citadel Communications Corporation
and Subsidiary as follows:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June
30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the six months ended June 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the twelve months ended December 31, 1998
(ii) Form 8-K filed on December 10, 1999 reporting (i) Citadel
Broadcasting Company's agreements to acquire radio stations in
Michigan, Massachusetts, New York, New Jersey, Texas, Louisiana,
Connecticut, Maine, Oklahoma, Utah and New Mexico and (ii)
appointment of Robert F. Fuller as a director of Citadel
Communications Corporation and Citadel Broadcasting Company. The
following financial information was filed with this report on Form
8-K:
BROADCASTING PARTNERS HOLDINGS RADIO GROUP
Independent Auditors' Report
Combined Balance Sheets as of December 31, 1997 and 1998 and for
September 30, 1999 (unaudited)
Combined Statements of Operations for the years ended December 31, 1997
and 1998 and for the nine months ended September 30, 1998 and 1999
(unaudited)
Combined Statements of Partners' Capital for the nine months ended
September 30, 1999 (unaudited)
Combined Statements of Cash Flows for the years ended December 31, 1997
and 1998 and for the nine months ended September 30, 1998 and 1999
(unaudited)
Notes to Combined Financial Statements
53
54
LIGGETT BROADCAST, INC.
Report of Independent Auditors
Combined Balance Sheet as of December 31, 1998
Combined Statement of Shareholder's Equity for the year ended December
31, 1998
Combined Statement of Operations for the year ended December 31, 1998
Combined Statement of Cash Flows for the year ended December 31, 1998
Notes to Combined Financial Statements
Combined Balance Sheet as of September 30, 1999 (unaudited)
Combined Statement of Shareholder's Equity for the nine months ended
September 30, 1999 (unaudited)
Combined Statements of Operations for the nine months ended September
30, 1999 (unaudited)
Combined Statements of Cash Flows for the nine months ended September
30, 1999 (unaudited)
Notes to Combined Financial Statements (unaudited)
WICKS RADIO GROUP (A DIVISION OF WICKS BROADCAST GROUP LIMITED PARTNERSHIP)
Independent Auditors' Report
Balance sheets as of December 31, 1998 and June 30, 1999 (unaudited)
Statements of Operations and Changes in Division Equity for the year
ended December 31, 1998 and for the six months ended June 30, 1998 and
June 30, 1999 (unaudited)
Statements of Cash Flows for the year ended December 31, 1998 and for
the six months ended June 30, 1998 and June 30, 1999 (unaudited)
Notes to financial statements
CITYWIDE COMMUNICATIONS, INC.
Independent Auditors' Report
Consolidated Balance Sheet as of December 31, 1998
Consolidated Statement of Operations and Accumulated Deficit for the
year ended December 31, 1998
Consolidated Statement of Stockholders' Deficit for the year ended
December 31, 1998
Consolidated Statement of Cash Flows for the year ended December 31,
1998
Notes to Consolidated Financial Statements
CARIBOU COMMUNICATIONS CO.
Independent Auditors' Report
Balance Sheets as of December 31, 1997 and 1998
Statements of Operations as of December 31, 1997 and 1998
Statements of Changes in Partners' Equity for the years ended December
31, 1997 and 1998
Statements of Cash Flows for the years ended December 31, 1997 and 1998
Notes to Financial Statements
54
55
TELE-MEDIA BROADCASTING COMPANY AND ITS PARTNERSHIP INTERESTS
Independent Auditors' Report
Consolidated Balance Sheet as of December 31, 1995 and 1996
Consolidated Statement of Operations for the years ended December 31,
1994, 1995 and 1996
Consolidated Statement of Deficiency in Net Assets for the years ended
December 31, 1994, 1995 and 1996
Consolidated Statement of Cash Flows for the years ended December 31,
1994, 1995 and 1996
Notes to Consolidated Financial Statements
Condensed Consolidated Balance Sheet as of June 30, 1997 (unaudited)
Condensed Consolidated Statements of Operations and Changes in Deficit
for the six months ended June 30, 1996 and 1997 (unaudited)
Condensed Consolidated Statements of Cash Flows for the six months ended
June 30, 1996 and 1997 (unaudited)
Notes to Unaudited Condensed Consolidated Financial Statements
The following pro forma financial information of Citadel Communications
Corporation and Subsidiary was filed with this report on Form 8-K:
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September
30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the nine months ended September 30, 1999
Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the twelve months ended December 31, 1998
55
56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, Citadel Communications Corporation has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
CITADEL COMMUNICATIONS CORPORATION
Date: March 30, 2000 By: /s/ LAWRENCE R. WILSON
------------------------------------
Lawrence R. Wilson
Chairman of the Board, Chief
Executive Officer and President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Citadel
Communications Corporation and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ LAWRENCE R. WILSON Chairman of the Board, Chief Executive March 30, 2000
- --------------------------------------- Officer and President
Lawrence R. Wilson (Principal Executive Officer)
/s/ DONNA L. HEFFNER Vice President and Chief Financial March 30, 2000
- --------------------------------------- Officer (Principal Financial and
Donna L. Heffner Accounting Officer)
/s/ ROBERT F. FULLER Director March 30, 2000
- ---------------------------------------
Robert F. Fuller
/s/ IKE KALANGIS Director March 30, 2000
- ---------------------------------------
Ike Kalangis
/s/ JOHN E. VON SCHLEGELL Director March 30, 2000
- ---------------------------------------
John E. von Schlegell
/s/ TED L. SNIDER, SR. Director March 30, 2000
- ---------------------------------------
Ted L. Snider, Sr.
56
57
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Independent Auditors' Report................................ F-2
Consolidated Balance Sheets as of December 31, 1998 and
1999...................................................... F-3
Consolidated Statements of Operations for the years ended
December 31, 1997, 1998 and 1999.......................... F-4
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 1997, 1998 and 1999.............. F-6
Consolidated Statements of Cash Flows for the years ended
December 31, 1997, 1998 and 1999.......................... F-8
Notes to Consolidated Financial Statements.................. F-9
F-1
58
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Citadel Communications Corporation:
We have audited the accompanying consolidated balance sheets of Citadel
Communications Corporation and subsidiary as of December 31, 1998 and 1999 and
the related consolidated statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended December 31, 1999.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Citadel
Communications Corporation and subsidiary as of December 31, 1998 and 1999 and
the results of their operations and their cash flows for each of the years in
the three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
/s/ KPMG LLP
Phoenix, Arizona
February 29, 2000
F-2
59
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 1998 and 1999
(In thousands, except for share amounts)
1998 1999
-------- --------
ASSETS
Current assets:
Cash and cash equivalents................................. $102,655 $ 17,981
Accounts receivable, less allowance for doubtful accounts
of $1,187 in 1998 and $2,443 in 1999................... 33,673 52,728
Due from related parties.................................. 215 236
Income taxes receivable................................... -- 226
Prepaid expenses.......................................... 1,956 2,708
Net assets of discontinued operations..................... 3,618 2,275
Assets held for sale...................................... 25,938 --
-------- --------
Total current assets................................. 168,055 76,154
Property and equipment, net................................. 33,029 68,035
Intangible assets, net...................................... 266,446 538,664
Restricted cash............................................. -- 26,192
Other assets................................................ 4,238 7,568
-------- --------
$471,768 $716,613
======== ========
LIABILITIES, EXCHANGEABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 4,018 $ 1,696
Accrued liabilities....................................... 10,869 13,344
Current maturities of notes payable....................... -- 5,495
Current maturities of other long-term obligations......... 168 842
-------- --------
Total current liabilities............................ 15,055 21,377
Note payable................................................ -- 132,000
Senior subordinated notes payable, net of unamortized
discount.................................................. 210,091 210,509
Other long-term obligations, less current maturities........ 1,040 2,516
Deferred tax liability...................................... 24,844 45,640
-------- --------
Total liabilities...................................... 251,030 412,042
-------- --------
Exchangeable preferred stock................................ 116,775 85,362
Commitments and contingencies (Note 18)
Shareholders' equity:
Common stock, $.001 par value; authorized 200,000,000
shares, issued and outstanding 25,728,771 and
31,831,212 shares in 1998 and 1999, respectively....... 26 32
Additional paid-in capital................................ 137,899 287,711
Deferred compensation..................................... (1,044) (26,924)
Accumulated deficit....................................... (32,682) (41,610)
Accumulated other comprehensive loss...................... (236) --
-------- --------
Total shareholders' equity........................... 103,963 219,209
-------- --------
$471,768 $716,613
======== ========
See accompanying notes to consolidated financial statements.
F-3
60
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
Consolidated Statements of Operations
Years ended December 31, 1997, 1998 and 1999
(In thousands, except share and per share amounts)
1997 1998 1999
--------- ---------- ----------
Gross broadcasting revenue............................. $ 98,915 $ 147,191 $ 196,204
Less agency commissions.............................. 9,666 13,879 17,709
--------- ---------- ----------
Net broadcasting revenue.......................... 89,249 133,312 178,495
--------- ---------- ----------
Operating expenses:
Station operating expenses........................... 64,764 91,845 115,312
Depreciation and amortization........................ 14,485 25,970 35,749
Corporate general and administrative................. 3,530 4,295 7,010
Non-cash deferred compensation....................... -- 74 1,727
--------- ---------- ----------
Operating expenses................................ 82,779 122,184 159,798
--------- ---------- ----------
Operating income.................................. 6,470 11,128 18,697
--------- ---------- ----------
Non-operating expenses (income):
Interest expense..................................... 12,873 18,126 25,385
Interest income...................................... (439) (822) (1,877)
Loss (gain) on sale of assets........................ -- (1,045) 1,208
Other, net........................................... (11) 216 281
--------- ---------- ----------
Non-operating expenses, net....................... 12,423 16,475 24,997
--------- ---------- ----------
Loss from continuing operations before income
taxes........................................... (5,953) (5,347) (6,300)
Income tax (benefit)................................... (770) (1,395) (1,647)
--------- ---------- ----------
Loss from continuing operations................... (5,183) (3,952) (4,653)
Income (loss) from discontinued operations, net of
tax.................................................. (102) 21 (4,275)
--------- ---------- ----------
Net loss.......................................... (5,285) (3,931) (8,928)
Dividend requirement for exchangeable preferred
stock................................................ 6,633 14,586 14,103
--------- ---------- ----------
Net loss applicable to common shares.............. $ (11,918) $ (18,517) $ (23,031)
========= ========== ==========
Basic and diluted loss from continuing operations after
dividend requirement per common share................ $ (3.69) $ (1.51) $ (.65)
Basic and diluted net loss per common share............ $ (3.72) $ (1.51) $ (.80)
Weighted average common shares outstanding............. 3,199,467 12,297,588 28,779,712
========= ========== ==========
See accompanying notes to consolidated financial statements.
F-4
61
(This page intentionally left blank)
F-5
62
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
Consolidated Statements of Shareholders' Equity
Years ended December 31, 1997, 1998 and 1999
(In thousands, except share amounts)
CONVERTIBLE PREFERRED STOCK CLASS A
-------------------------------------------------------------------------- COMMON
SERIES A SERIES B SERIES C SERIES D SERIES E SERIES F SERIES G STOCK
-------- -------- -------- -------- -------- -------- -------- -------
Balances at December 31, 1996............ $ 2 $ -- $ 5 $ 4 $ -- $ -- $ -- $ 3
Net loss................................. -- -- -- -- -- -- -- --
Issuance of Series E preferred stock,
1,448,187 shares....................... -- -- -- -- 1 -- -- --
Issuance of Series F preferred stock,
459,793 shares......................... -- -- -- -- -- 1 -- --
Issuance of Series G preferred stock,
1,081,908 shares....................... -- -- -- -- -- -- 1 --
Issuance of Class A common stock, 33,624
shares................................. -- -- -- -- -- -- -- --
Conversion of Series D preferred stock
1,423,702 shares....................... -- -- 1 (1) -- -- -- --
Exercise of stock options................ -- -- -- -- -- -- -- --
Exchangeable preferred stock dividend
requirement............................ -- -- -- -- -- -- -- --
---- ---- ---- ---- ---- ---- ---- ----
Balances at December 31, 1997............ 2 -- 6 3 1 1 1 3
Comprehensive loss:
Net loss............................... -- -- -- -- -- -- -- --
Unrealized loss on hedging contract,
net of tax........................... -- -- -- -- -- -- -- --
Total comprehensive loss............. -- -- -- -- -- -- -- --
Proceeds of initial public offering...... -- -- -- -- -- -- -- --
Initial public offering conversion and
split of common stock and preferred
stock.................................. (2) -- -- -- (1) (1) (1) (3)
Initial public offering conversion and
split of Series C and Series D
preferred stock........................ -- -- (6) (3) -- -- -- --
Conversion of preferred stock to
common stock........................... -- -- -- -- -- -- -- --
Cash payments of initial public offering
costs.................................. -- -- -- -- -- -- -- --
Exercise of options...................... -- -- -- -- -- -- -- --
Exercise of warrants..................... -- -- -- -- -- -- -- --
Deferred compensation.................... -- -- -- -- -- -- -- --
Accretion of exchangeable preferred
stock costs............................ -- -- -- -- -- -- -- --
Exchangeable preferred stock dividend
requirement............................ -- -- -- -- -- -- -- --
---- ---- ---- ---- ---- ---- ---- ----
Balances at December 31, 1998............ -- -- -- -- -- -- -- --
Comprehensive loss:
Net loss............................... -- -- -- -- -- -- -- --
Unrealized gain on hedging contract,
net of tax........................... -- -- -- -- -- -- -- --
Total comprehensive loss............. -- -- -- -- -- -- -- --
Proceeds from public offering, net of
offering costs of $1,366............... -- -- -- -- -- -- -- --
Exercise of options...................... -- -- -- -- -- -- -- --
Tax benefit of option exercises.......... -- -- -- -- -- -- -- --
Deferred compensation.................... -- -- -- -- -- -- -- --
Accretion of exchangeable preferred
stock costs............................ -- -- -- -- -- -- -- --
Exchangeable preferred stock dividend
requirement............................ -- -- -- -- -- -- -- --
Premium paid on partial retirement of
preferred stock........................ -- -- -- -- -- -- -- --
---- ---- ---- ---- ---- ---- ---- ----
Balances at December 31, 1999............ $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ --
==== ==== ==== ==== ==== ==== ==== ====
CLASS B CLASS C
COMMON COMMON
STOCK STOCK
------- -------
Balances at December 31, 1996............ $ -- $ 1
Net loss................................. -- --
Issuance of Series E preferred stock,
1,448,187 shares....................... -- --
Issuance of Series F preferred stock,
459,793 shares......................... -- --
Issuance of Series G preferred stock,
1,081,908 shares....................... -- --
Issuance of Class A common stock, 33,624
shares................................. -- --
Conversion of Series D preferred stock
1,423,702 shares....................... -- --
Exercise of stock options................ -- --
Exchangeable preferred stock dividend
requirement............................ -- --
---- ----
Balances at December 31, 1997............ -- 1
Comprehensive loss:
Net loss............................... -- --
Unrealized loss on hedging contract,
net of tax........................... -- --
Total comprehensive loss............. -- --
Proceeds of initial public offering...... -- --
Initial public offering conversion and
split of common stock and preferred
stock.................................. -- (1)
Initial public offering conversion and
split of Series C and Series D
preferred stock........................ -- --
Conversion of preferred stock to
common stock........................... -- --
Cash payments of initial public offering
costs.................................. -- --
Exercise of options...................... -- --
Exercise of warrants..................... -- --
Deferred compensation.................... -- --
Accretion of exchangeable preferred
stock costs............................ -- --
Exchangeable preferred stock dividend
requirement............................ -- --
---- ----
Balances at December 31, 1998............ -- --
Comprehensive loss:
Net loss............................... -- --
Unrealized gain on hedging contract,
net of tax........................... -- --
Total comprehensive loss............. -- --
Proceeds from public offering, net of
offering costs of $1,366............... -- --
Exercise of options...................... -- --
Tax benefit of option exercises.......... -- --
Deferred compensation.................... -- --
Accretion of exchangeable preferred
stock costs............................ -- --
Exchangeable preferred stock dividend
requirement............................ -- --
Premium paid on partial retirement of
preferred stock........................ -- --
---- ----
Balances at December 31, 1999............ $ -- $ --
==== ====
See accompanying notes to consolidated financial statements.
F-6
63
ACCUMULATED
COMMON STOCK CONVERTIBLE ADDITIONAL OTHER TOTAL
------------------- PREFERRED PAID-IN DEFERRED ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
SHARES AMOUNT STOCK CAPITAL COMPENSATION DEFICIT LOSS EQUITY
---------- ------ ----------- ---------- ------------ ----------- ------------- -------------
-- $ -- $ -- $ 29,522 $ -- $ (23,466) $ -- $ 6,071
-- -- -- -- -- (5,285) -- (5,285)
-- -- -- 7,533 -- -- -- 7,534
-- -- -- 4,249 -- -- -- 4,250
-- -- -- 9,999 -- -- -- 10,000
-- -- -- 175 -- -- -- 175
-- -- -- -- -- -- -- --
-- -- -- 20 -- -- -- 20
-- -- -- (6,633) -- -- -- (6,633)
---------- ---- -------- --------- --------- --------- ------- ---------
-- -- -- 44,865 -- (28,751) -- 16,132
-- -- -- -- -- (3,931) -- (3,931)
-- -- -- -- -- -- (236) (236)
---------
-- -- -- -- -- -- -- (4,167)
---------
7,282,119 7 -- 116,507 -- -- -- 116,514
8,516,357 9 -- -- -- -- -- --
-- -- 9 -- -- -- -- --
9,506,561 9 (9) -- -- -- -- --
-- -- -- (9,877) -- -- -- (9,877)
9,431 -- -- 52 -- -- -- 52
414,303 1 -- -- -- -- -- 1
-- -- -- 1,118 (1,044) -- -- 74
-- -- -- (180) -- -- -- (180)
-- -- -- (14,586) -- -- -- (14,586)
---------- ---- -------- --------- --------- --------- ------- ---------
25,728,771 26 -- 137,899 (1,044) (32,682) (236) 103,963
-- -- -- -- -- (8,928) -- (8,928)
-- -- -- -- -- -- 236 236
---------
-- -- -- -- -- -- -- (8,692)
---------
5,000,000 5 -- 139,029 -- -- -- 139,034
1,102,441 1 -- 2,996 -- -- -- 2,997
-- -- -- 479 -- -- -- 479
-- -- -- 27,607 (25,880) -- -- 1,727
-- -- -- (206) -- -- -- (206)
-- -- -- (14,103) -- -- -- (14,103)
-- -- -- (5,990) -- -- -- (5,990)
---------- ---- -------- --------- --------- --------- ------- ---------
31,831,212 $ 32 $ -- $ 287,711 $ (26,924) $ (41,610) $ -- $ 219,209
========== ==== ======== ========= ========= ========= ======= =========
F-7
64
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1998 and 1999
(In thousands)
1997 1998 1999
--------- --------- --------
Cash flows from operating activities:
Net loss.................................................. $ (5,285) $ (3,931) $ (8,928)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Amortization of deferred revenue..................... -- -- (100)
Depreciation and amortization........................ 14,661 26,414 35,749
Deferred income taxes................................ (770) (1,806) (2,593)
Deferred compensation expense........................ -- 74 1,727
Amortization of debt issuance costs and debt
discounts.......................................... 441 717 1,849
Bad debt expense..................................... 1,016 1,201 5,787
Loss/(gain) on sale of assets........................ -- (1,045) 1,208
Changes in assets and liabilities, net of
acquisitions:
Increase in accounts receivable and notes
receivable from related parties.................. (10,214) (9,586) (18,483)
Increase in prepaid expenses....................... (230) (424) (528)
Increase (decrease) in accounts payable............ 708 359 (4,238)
Increase in accrued liabilities.................... 5,324 1,565 1,508
(Increase) decrease in net assets of discontinued
operations....................................... -- 413 2,388
--------- --------- --------
Net cash provided by operating activities.......... 5,651 13,951 15,346
--------- --------- --------
Cash flows from investing activities:
Capital expenditures...................................... (2,070) (4,511) (16,609)
Capitalized acquisition costs............................. (2,929) (1,242) (5,579)
Cash paid to acquire stations............................. (205,523) (39,128) (293,334)
Other assets, net......................................... (631) (390) (32)
Deposits for pending acquisitions......................... (650) -- (1,600)
Proceeds from sales of assets............................. -- 2,440 25,965
Cash held in escrow for future acquisitions and
prepayments............................................. -- -- (26,192)
Capital expenditures for discontinued operations.......... (450) (3,581) (1,046)
--------- --------- --------
Net cash used in investing activities................... (212,253) (46,412) (318,427)
--------- --------- --------
Cash flows from financing activities:
Principal payments on notes payable....................... (51,817) (125,084) --
Proceeds from notes payable............................... 52,500 35,000 132,000
Proceeds from senior subordinated notes payable........... 97,250 111,550 --
Proceeds from issuance of exchangeable preferred stock.... 95,377 -- --
Proceeds from public offerings............................ -- 116,514 140,400
Cash payments of public offering costs.................... -- (9,877) (1,366)
Payment of debt issuance costs............................ (1,855) (689) (3,779)
Principal payments on other long-term obligations......... (735) (442) (133)
Proceeds from other obligations........................... -- 407 --
Proceeds from issuance of common stock.................... 21,959 -- --
Payment of dividends on exchangeable preferred stock...... -- -- (515)
Redemption of exchangeable preferred stock including
premium................................................. -- -- (51,197)
Proceeds from the exercise of stock options............... 20 52 2,997
--------- --------- --------
Net cash provided by financing activities............... 212,699 127,431 218,407
--------- --------- --------
Net increase (decrease) in cash and cash equivalents.... 6,097 94,970 (84,674)
Cash and cash equivalents, beginning of year................ 1,588 7,685 102,655
--------- --------- --------
Cash and cash equivalents, end of year...................... $ 7,685 $ 102,655 $ 17,981
========= ========= ========
See accompanying notes to consolidated financial statements.
F-8
65
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
Citadel Communications Corporation was formed March 24, 1993 as a Nevada
corporation and is a holding company that owns all of the issued and outstanding
common stock of Citadel Broadcasting Company. Citadel License, Inc. was a
wholly-owned subsidiary of Citadel Broadcasting Company. On December 28, 1999,
Citadel License, Inc. was merged into Citadel Broadcasting Company. Citadel
Broadcasting Company owns and operates radio stations and holds Federal
Communications Commission ("FCC") licenses in Arkansas, California, Colorado,
Idaho, Indiana, Louisiana, Maine, Massachusetts, Michigan, Nevada, New
Hampshire, New Mexico, New York, Oklahoma, Pennsylvania, Rhode Island, South
Carolina, Utah and Washington.
In addition, Citadel Broadcasting Company 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 Company decided to discontinue its internet operations (see further
discussion at Note (3)).
Principles of Consolidation and Presentation
The accompanying consolidated financial statements include Citadel
Communications Corporation and its wholly-owned subsidiary, Citadel Broadcasting
Company (collectively referred to as the "Company"). The assets and liabilities
and operating information for Citadel Broadcasting Company are identical to
Citadel Communications Corporation. All significant intercompany balances and
transactions have been eliminated in consolidation.
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities, revenue and expenses and
the disclosure of contingent assets and liabilities to prepare these financial
statements in conformity with generally accepted accounting principles. Actual
results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of
three months or less at the time of purchase to be cash equivalents.
Restricted Cash
On November 9, 1999, the Company sold 18 FM and 7 AM radio stations to
Marathon Media, L.P. for approximately $26.0 million. The cash received from
this sale plus accrued interest is classified as restricted cash on the
Company's balance sheet as of December 31, 1999. These funds must be utilized as
part of the purchase price of the Broadcasting Partners Holdings, L.P.
acquisition (see acquisitions and dispositions, Note (2) for further details).
Derivative Financial Instruments
During 1998 and 1999, the Company utilized an interest rate swap agreement
to hedge the effects of fluctuations in interest rates. Amounts receivable or
payable due to settlement of the interest rate swap agreement were recognized as
interest expense or income on a monthly basis. A mark-to-market adjustment was
recorded as a component of shareholders' equity to reflect the fair value of the
interest rate swap agreement. The interest rate swap agreement expired in
December of 1999.
F-9
66
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Property and Equipment
Assets acquired in business combinations are accounted for using the
purchase method of accounting and are recorded at their estimated fair value
upon acquisition as determined by management or by independent appraisal.
Property and equipment additions are recorded at cost. Depreciation of property
and equipment is determined using the straight-line method over the estimated
useful lives of the related assets. Leasehold improvements are capitalized and
depreciated straight-line over the shorter of the lease terms or the estimated
useful lives of the assets. Maintenance and repairs are expensed as incurred.
Intangible Assets
Intangible assets with determinable lives have been allocated among various
categories of customer-based or market-based intangibles at their estimated fair
value upon acquisition as determined by management or by independent appraisal.
Goodwill represents the excess of cost over the fair value of tangible assets
and intangible assets with determinable lives.
Amortization is provided on the straight-line method over the estimated
useful lives of the related assets. Other intangible assets are comprised of
acquisition costs, agreements not to compete, broadcast licenses, subscriber
lists, premium lease space and subcarrier antenna income. Pending acquisition
costs are deferred and capitalized as part of completed acquisitions or expensed
in the period in which the pending acquisition is terminated. The Company's
policy is to write off intangible assets once they have become fully amortized.
Debt Issuance Costs
The costs related to the issuance of debt are capitalized and amortized to
interest expense using the effective interest method over the lives of the
related debt.
Income Taxes
The Company utilizes the asset and liability method of accounting for
income taxes. Under the asset and liability method, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
Stock Option Plan
Prior to January 1, 1996, the Company accounted for its stock option plans
in accordance with the provisions of APB Opinion No. 25, "Accounting for Stock
Issued to Employees," and related interpretations. As such, compensation expense
would be recorded on the date of grant only if the current market price of the
underlying stock exceeded the exercise price. On January 1, 1996, the Company
adopted SFAS No. 123, "Accounting for Stock-Based Compensation," (SFAS No. 123)
which permits entities to recognize as expense over the vesting period the fair
value of all stock-based awards on the date of grant. Alternatively, SFAS No.
123 also allows entities to continue to apply the provisions of APB Opinion No.
25 and provide pro forma net income and pro forma earnings per share disclosures
for employee stock option grants made in 1995 and future years as if the
fair-value based method defined in SFAS No. 123 had been applied. The Company
has elected to continue to apply the provisions of APB Opinion No. 25 and
provide the pro forma disclosure provisions of SFAS No. 123.
F-10
67
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Earnings Per Share
Basic earnings (loss) per share is computed by dividing income (loss)
available to common stockholders by the weighted-average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution that could occur if securities or contracts to issue common
stock were exercised or converted into common stock or resulted in the issuance
of common stock that then shared in the earnings of the Company. Assumed
exercise of outstanding stock options of 2,688,610, 2,824,633 and 3,407,419 in
1997, 1998 and 1999, respectively, have been excluded from the calculations of
diluted net loss per share as their effect is antidilutive.
Revenue Recognition
Broadcasting operations derive revenue from the sale of program time and
commercial announcements to local, regional and national advertisers. Revenue is
recognized when the programs and commercial announcements are broadcast. On-line
service revenue derived from the internet service provider is recognized over
the period in which the services are provided.
Barter Transactions
Barter contracts are agreements entered into under which the Company
provides commercial air time in exchange for goods and services used principally
for promotional, sales and other business activities. An asset and liability are
recorded at the fair market value of the advertising surrendered based on the
Company's historical practice of receiving cash for such advertising. Revenue is
recorded and the liability is relieved when commercials are broadcast and
expense is recorded and the asset is relieved when goods or services are used.
Comprehensive Loss
As of January 1, 1998, the Company adopted SFAS No. 130 "Reporting
Comprehensive Income." SFAS No. 130 establishes standards for the reporting of
comprehensive loss and its components; however, the adoption of SFAS No. 130 had
no impact on the Company's net loss or shareholders' equity. SFAS No. 130
requires the reporting of a mark-to-market adjustment pertaining to a hedging
contract which is recorded in shareholders' equity as a component of
comprehensive loss.
Local Marketing Agreements
Fees earned or incurred pursuant to various local marketing agreements
("LMA") are recognized as gross broadcasting revenue or station operating
expenses, respectively, in the period that the services performed or received
occur. The Company's consolidated financial statements include broadcasting
revenue and station operating expenses of stations marketed under LMAs.
Joint Sales Agreements
Fees earned or incurred pursuant to various joint sales agreements ("JSA")
are recognized pursuant to the terms in the various agreements under one of two
methods: (a) the JSA fee is recognized as a reduction to sales expense (included
in station operating expenses in the Company's consolidated statements of
operations), or (b) the Company is allocated a percentage of the JSA stations'
net revenue and operating expenses and these amounts are recognized as
broadcasting revenue and station operating expenses, respectively, in the period
earned or incurred.
F-11
68
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Business and Credit Concentrations
In the opinion of management, credit risk with respect to receivables is
limited due to the large number of customers and the geographic diversification
of the Company's customer base. The Company performs credit evaluations of its
customers and believes that adequate allowances for any uncollectable
receivables are maintained. At December 31, 1998 and 1999, no receivable from
any customer exceeded five percent of gross accounts receivable nor did any
customer's account exceed more than ten percent of net broadcasting revenue for
any of the periods presented.
Impairment Recognition
Management evaluates the carrying value of all long-lived assets under the
provisions of SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of." This statement requires that
long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset
to future undiscounted net cash flows expected to be generated by the asset. If
such assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of
the carrying amount or fair value less costs to sell. Based on its most recent
analysis, management believes that no material impairment in the value of
long-lived assets existed at December 31, 1999.
Reclassifications
Certain 1997 and 1998 balances have been reclassified to conform to the
1999 presentation.
F-12
69
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(2) ACQUISITIONS AND DISPOSITIONS
1999 ACQUISITIONS AND DISPOSITIONS
1999 Acquisitions
During 1999, the Company acquired the assets of 42 FM and 15 AM radio
stations and one internet service provider from various parties as follows:
PURCHASE
ACQUISITION DATE SELLER STATIONS MARKET SERVED PRICE
- ------------------------ ------------------------ ------------- ------------------------- --------------
(IN THOUSANDS)
RADIO STATIONS:
January 4, 1999......... Fairview Communications, 1 FM Wilkes-Barre/Scranton, PA $ 1,276
Inc.
February 9, 1999........ 62nd Street Broadcasting 5 FM and 1 AM Saginaw, MI 35,000
of Saginaw, L.L.C.
February 17, 1999....... Zeve Broadcasting 1 FM and 1 AM Harrisburg/Carlisle, PA 4,500
Company
March 17, 1999.......... Citywide Communications, 3 FM and 2 AM Baton Rouge, LA 31,500
Inc 3 FM and 1 AM Lafayette, LA
April 30, 1999.......... Capstar Broadcasting 1 FM and 2 AM Colorado Springs, CO 10,000
Company 1 FM and 1 AM Spokane, WA
May 3, 1999............. AGM-Nevada, LLC 1 FM Spokane, WA 4,150
May 3, 1999............. Monroe and Delaware 1 FM Wilkes-Barre/Scranton, PA 995
Holdings, Inc.
June 30, 1999........... Wicks Broadcast Group 3 FM and 2 AM Binghamton, NY 77,000
Limited Partnership and 5 FM and 3 AM Charleston, SC
Affiliates 1 FM Kokomo, IN
1 FM and 1 AM Muncie, IN
August 31, 1999......... Fuller-Jeffery 6 FM Portland, ME 63,500
Broadcasting Companies, 4 FM Portsmouth, NH
Inc.
November 1, 1999........ KTBT Radio Broadcasting 1 FM Baton Rouge, LA 9,500
Co
December 23, 1999....... Caribou Communications 4 FM and 1 AM Oklahoma City, OK 60,000
Company
INTERNET SERVICE PROVIDERS:
March 1, 1999........... Brainiac Services, Inc N/A Rhode Island 288
The acquisitions were accounted for by the purchase method of accounting
and, accordingly, each purchase price was allocated to current assets as well as
noncurrent tangible and intangible assets based on their fair values as
determined by management. The acquisitions were funded with borrowings under the
credit facility and proceeds from the Company's June 1999 stock offering. The
aggregate purchase price, including acquisition costs of $6,968,000, was
allocated as follows (numbers shown in thousands):
Property and equipment..................................... 25,852
Intangible assets.......................................... 275,275
Other assets............................................... 3,550
--------
$304,677
========
F-13
70
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1999 Dispositions
On April 30, 1999, the Company disposed of the assets of one FM station in
Colorado Springs, Colorado in exchange for one other FM station in Colorado
Springs owned by Capstar Broadcasting Company.
On November 9, 1999, the Company sold the assets of two FM and one AM
station in Eugene, OR, four FM and two AM stations in Medford, OR, four FM and
one AM station in Tri-Cities, WA, four FM and one AM station in Billings, MT,
two FM stations in Johnstown, PA and two FM and two AM stations in State
College, PA to Marathon Media for the sale price of approximately $26.0 million.
A loss of approximately $.9 million was recognized on the sale.
1998 ACQUISITIONS AND DISPOSITIONS
1998 Acquisitions
During 1998, the Company acquired the assets of seven FM and four AM radio
stations and five internet service providers from various parties as follows:
PURCHASE
ACQUISITION DATE SELLER STATIONS MARKET SERVED PRICE
- ------------------------ ------------------------ ------------- ------------------------- --------------
(IN THOUSANDS)
RADIO STATIONS:
January 2, 1998......... Endless Mountain 1 FM and 1 AM Wilkes-Barre/Scranton, PA $ 815
Broadcasting, Inc.
February 12, 1998....... Pacific Northwest 2 FM and 1 AM Boise, ID 14,400
Broadcasting Corporation
March 26, 1998.......... S&P Broadcasting Limited 2 FM and 1 AM Wilkes-Barre/Scranton, PA 6,000
Partnerships
April 21, 1998.......... Wilson Group, LLC 2 FM Boise, ID 14,506
November 17, 1998....... Beasley Broadcasting of 1 AM Little Rock, AR 5,108
Arkansas, Inc.
INTERNET SERVICE PROVIDERS:
September 18, 1998...... Digital Planet, L.C N/A Salt Lake City, UT 225
September 29, 1998...... Internet Tech. Systems, N/A Salt Lake City, UT 1,535
Inc
October 15, 1998........ In Quo N/A Salt Lake City, UT 335
October 26, 1998........ The Johnson Connection, N/A Salt Lake City, UT 320
LLC
December 8, 1998........ The Friendly Net, LLC N/A Salt Lake City, UT 93
The acquisitions were accounted for by the purchase method of accounting
and, accordingly, the purchase price was allocated to current assets as well as
noncurrent tangible and intangible assets based on their fair values as
determined by management. The acquisitions were funded with proceeds from debt.
The aggregate purchase price, including acquisition costs of $1,242,000, was
allocated as follows (numbers shown in thousands):
Property and equipment..................................... $ 3,477
Intangible assets.......................................... 41,031
Other assets............................................... 71
-------
$44,579
=======
F-14
71
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1998 Dispositions
In October 1998, the Company sold the assets of WQCY-FM, WTAD-AM, WBJR-FM
and WMOS-FM in Quincy, Illinois for approximately $2.3 million. A gain of
approximately $1.3 million was recognized on the sale.
In November 1998, the Company sold the assets of KRNN-AM in Little Rock,
Arkansas for approximately $190,000. A loss of approximately $5,000 was
recognized on the sale.
In October 1997, the Company entered into an agreement pursuant to which
the Company acquired WLEV-FM in exchange for approximately $23.0 million in cash
and the FCC license and studio equipment of WEST-AM. Pending FCC approval, the
disposition of WEST-AM was not recorded until the third quarter of 1998. The
disposition of WEST-AM was recorded as a purchase price adjustment aggregating
approximately $463,000.
Pro Forma
The following summary, prepared on a pro forma basis, presents the results
of operations as if all the above radio station acquisitions and dispositions
had been completed as of January 1, 1998.
UNAUDITED
----------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1998 1999
------------ ------------
(IN THOUSANDS)
Net broadcasting revenue.......................... $174,449 $199,089
Operating income.................................. 5,950 16,482
Net loss.......................................... (11,539) (12,543)
The pro forma results are not necessarily indicative of what actually would
have occurred if the radio stations had been owned for the entire periods
presented. In addition, they are not intended to be a projection of future
results and do not reflect any synergies that might be achieved from combined
operations.
Pending Acquisitions
On October 5, 1999, the Company entered into a purchase and sale agreement
with Kenneth A. Rushton, as Trustee of the Chapter 7 Bankruptcy Estate of
Venture Broadcasting, Inc., to acquire one AM radio station serving Salt Lake
City, Utah. The purchase price for the station and a related tower site is
approximately $0.6 million in cash, which the Company has placed in an escrow
account.
On October 8, 1999, the Company entered into an exchange agreement with
Titus Broadcasting Systems, Inc. to acquire one AM radio station in Binghamton,
New York in exchange for one AM station in Binghamton owned by the Company and
approximately $.6 million in cash.
On October 27, 1999, the Company entered into a definitive agreement to
acquire from Broadcasting Partners Holdings, L.P. and its affiliates the assets
of 36 radio stations in 11 markets for approximately $190.0 million in cash.
Upon consummation of the agreement, including the completion of pending
acquisitions by the selling entities, Citadel Broadcasting will acquire five
stations in Buffalo, New York; four stations in Syracuse, New York; three
stations in Atlantic City, New Jersey; five stations in Tyler-Longview, Texas;
three stations in New London, Connecticut; two stations in New Bedford,
Massachusetts; four stations in Monroe, Louisiana; four stations in
Augusta-Waterville, Maine; two stations in Ithaca, New York; three stations in
Presque Isle-Caribou, Maine; one station in 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 Niagra Falls,
Ontario under a joint sales agreement.
F-15
72
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
On November 16, 1999, the Company entered into a definitive agreement with
KSMB/KACY Radio Broadcasting Company, KVOL Radio Broadcasting Company and Powell
Broadcasting Company, Inc. to acquire two FM and two AM radio stations in
Lafayette, Louisiana for the purchase price of approximately $8.5 million in
cash.
On November 16, 1999, the Company entered into an exchange agreement with
LifeTalk Broadcasting Association to acquire 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, of which, the
Company has prepaid $1.0 million.
On December 3, 1999, the Company entered into an asset purchase agreement
with Liggett Broadcast, Inc. and certain of its affiliates to acquire four FM
and two AM radio stations serving the Lansing, Michigan market, two FM radio
stations serving the Saginaw, Michigan market and one FM radio station serving
the Flint, Michigan market for the aggregate purchase price of approximately
$120.5 million, consisting of 200,000 shares of common stock of the Company
valued at $50.375 per share, based on the closing share price of the common
stock on December 2, 1999, and approximately $110.4 million in cash. However, if
the value of the common stock at the time of closing, based on the 20-day
average closing sale price per share prior to closing, is less than 90% of the
value on December 2, 1999, then no common stock will be issued and the purchase
price will be paid entirely in cash.
On December 3, 1999, the Company entered into two asset purchase agreements
to acquire a total of two FM radio stations serving the Worcester, Massachusetts
market for an aggregate purchase price of approximately $24.5 million in cash.
On December 21, 1999 the Company entered into an asset purchase agreement
to acquire one FM radio station serving the Worcester, Massachusetts market for
the purchase price of approximately $14.3 million in cash.
The pending acquisitions are all subject to various conditions to closing,
including Federal Communications Commission approval.
(3) DISCONTINUED OPERATIONS
In December of 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 in negotiations with other internet
service providers and anticipates finalizing the sale by the end of the second
quarter of 2000.
eFortress has been accounted for as a discontinued operation and,
accordingly, its results of operations and financial position are segregated for
all periods presented in the accompanying consolidated financial statements.
Revenue, related losses and income taxes associated with the discontinued
operations are as follows:
1997 1998 1999
----- ------ -------
(IN THOUSANDS)
Revenue.................................................. $ 555 $2,114 $ 4,488
----- ------ -------
Income (loss) from discontinued operations before
taxes.................................................. (102) 30 (4,437)
Income tax expense (benefit)............................. -- 9 (162)
----- ------ -------
Income (loss) from discontinued operations, net of
taxes.................................................. $(102) $ 21 $(4,275)
===== ====== =======
F-16
73
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The net assets of the discontinued operations at December 31, 1998 and 1999
have been reclassified in the accompanying consolidated balance sheet as
follows:
1998 1999
------ ------
(IN THOUSANDS)
Accounts receivable, net............................... $ 524 $ 42
Other current assets................................... 187 3
Property and equipment, net............................ 1,056 1,522
Intangibles, net....................................... 2,344 2,085
Current liabilities.................................... (493) (1,377)
------ ------
Net assets of discontinued operations.................. $3,618 $2,275
====== ======
(4) ASSETS HELD FOR SALE
On January 13, 1999, the Company entered into an agreement to sell
substantially all of the assets of the Company's 18 FM and 7 AM radio stations
serving the markets of Eugene, Oregon; Medford, Oregon; Tri-Cities, Washington;
Billings, Montana; Johnstown, Pennsylvania and State College, Pennsylvania for
an aggregate purchase price of approximately $26.0 million. On November 9, 1999,
the Company completed the sale and recognized a loss of approximately $ .9
million
As of December 31, 1998, the net assets of the radio stations are presented
in the accompanying consolidated balance sheet as "Assets held for sale".
(5) PROPERTY AND EQUIPMENT
Property and equipment at December 31, 1998 and 1999 consists of the
following:
ESTIMATED
1998 1999 USEFUL LIFE
-------- -------- -----------
(IN THOUSANDS)
Land.............................................. $ 3,891 $ 5,257 --
Buildings and improvements........................ 6,843 16,894 5-30 years
Transmitters, towers and equipment................ 27,929 45,805 5-15 years
Office furniture and equipment.................... 5,827 8,247 3-5 years
Airplane.......................................... -- 9,131 5 years
Construction in progress.......................... 1,078 1,316 --
-------- --------
45,568 86,650
Less accumulated depreciation and amortization.... (12,539) (18,615)
-------- --------
$ 33,029 $ 68,035
======== ========
F-17
74
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(6) INTANGIBLE ASSETS
Intangible assets at December 31, 1998 and 1999 consist of the following:
ESTIMATED
1998 1999 USEFUL LIFE
-------- -------- -----------
(IN THOUSANDS)
Goodwill and broadcast licenses................... $297,641 $594,801 15 years
Noncompetition agreements......................... 2,064 5,929 3-7 years
Premium lease space............................... 50 50 1-13 years
Subcarrier antenna income......................... 104 104 1-4 years
-------- --------
299,859 600,884
Less accumulated amortization..................... (33,413) (62,220)
-------- --------
$266,446 $538,664
======== ========
(7) ACCRUED LIABILITIES
Accrued liabilities at December 31, 1998 and 1999 consist of the following:
1998 1999
------- -------
(IN THOUSANDS)
Interest.................................................... $ 6,417 $ 6,815
Music license fees.......................................... 170 262
Compensation and commissions................................ 3,104 2,170
Other....................................................... 1,178 4,097
------- -------
$10,869 $13,344
======= =======
(8) NOTE PAYABLE
On July 3, 1997, the Company entered into an amended and restated financing
agreement which originally allowed for revolving loan borrowings up to a maximum
of $150.0 million. Pursuant to the agreement, this amount began to reduce
quarterly on December 31, 1997.
On December 17, 1999, the Company terminated the July 3, 1997 financing
agreement, repaid all amounts borrowed under the agreement and entered into a
new credit facility ("Senior Credit Facility"), which provides for the making 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 an 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, until March 31, 2000, up to $75.0 million of the revolving credit
facility may be made available in the form of letters of credit. In addition,
the Company 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 the Company, up to $100.0 million may
be in the form of an increase in the $150.0 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 Senior 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 the Company so elects, the LIBO rate divided
by one minus the eurocurrency reserve requirements
F-18
75
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
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. Interest is payable quarterly for prime
rate loans and for LIBO loans, interest payment dates can be monthly, quarterly
or semi-annually.
Draws may be made under the term loans facility solely to finance a portion
of the acquisitions currently planned by the Company, 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.
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
the Company as security for the obligations of the Company under agreements
entered into in connection with certain radio station acquisitions and for any
other purpose related to the business of the Company. On December 31, 1999,
letters of credit in the aggregate amount of approximately $20.4 million were
issued and outstanding.
At December 31, 1999, the Company's outstanding balance under the Senior
Credit Facility was $132.0 million. Interest is payable at 8.125% as of December
31, 1999. As of December 31, 1998, the Company did not have an outstanding
balance under the July 3, 1997 financing agreement.
The Senior Credit Facility is secured by a pledge of property and equipment
and the common stock of Citadel Broadcasting. Various debt covenants place
restrictions on, among other things, indebtedness, acquisitions, dividends,
capital expenditures and the sale or transfer of assets. The debt covenant
provisions also include certain financial ratio covenants, such as maximum
leverage test, minimum interest coverage test and minimum fixed charges coverage
test. At December 31, 1999, the Company was in compliance with all debt covenant
provisions.
(9) SENIOR SUBORDINATED NOTES PAYABLE
On July 3, 1997, Citadel Broadcasting completed the issuance of $101.0
million of its 10 1/4% Senior Subordinated Notes ("1997 Notes") due 2007.
Interest is payable semi-annually. The 1997 Notes will be redeemable at the
option of Citadel Broadcasting, in whole or in part, at any time on or after
July 1, 2002 at a redemption price as stated in the following percentages:
REDEMPTION
PRICE
----------
2002....................................................... 105.125%
2003....................................................... 104.100%
2004....................................................... 103.075%
2005....................................................... 102.050%
2006....................................................... 101.025%
In addition, at any time prior to July 1, 2000, subject to certain
conditions, Citadel Broadcasting may, at its option, redeem a portion of the
1997 Notes with the net proceeds of one or more Public Equity Offerings (as
defined in the indenture governing the 1997 Notes), at a redemption price equal
to 110.25% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of redemption. The 1997 Notes are shown net of unamortized
discount of $2.3 million at December 31, 1999.
The indenture governing the 1997 Notes contains certain restrictive
covenants, including limitations which restrict the ability of Citadel
Broadcasting to incur additional debt, incur liens, pay 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
F-19
76
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
substantially all of its assets. At December 31, 1999, Citadel Broadcasting was
in compliance with all debt covenants.
On November 19, 1998, Citadel Broadcasting completed the issuance of $115.0
million of its 9 1/4% Senior Subordinated Notes ("1998 Notes") due in 2008. The
1998 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 a redemption price as stated
in the following percentages:
REDEMPTION
PRICE
----------
2003....................................................... 104.625%
2004....................................................... 103.083%
2005....................................................... 101.541%
2006....................................................... 100.000%
In addition, at any time prior to November 15, 2001, Citadel Broadcasting
may, at its option, redeem a portion of the 1998 Notes with the net proceeds of
one or more Public Equity Offerings (as defined in the indenture governing the
1998 Notes), at a redemption price equal to 109.25% of the principal amount
thereof, together with accrued and unpaid interest, if any, to the redemption
date. The 1998 Notes are shown net of unamortized discount of $3.2 million at
December 31, 1999.
The indenture governing the 1998 Notes contains certain restrictive
covenants, including limitations which restrict the ability of Citadel
Broadcasting to incur additional debt, incur liens, pay cash dividends, purchase
Citadel Broadcasting's common stock 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. At
December 31, 1999, Citadel Broadcasting was in compliance with all covenants.
The aggregate Senior Subordinated Notes payable at December 31, 1999 are as
follows:
1998 1999
-------- --------
(IN THOUSANDS)
1997 Notes................................................. $101,000 $101,000
1998 Notes................................................. 115,000 115,000
-------- --------
216,000 216,000
Less unamortized discount.................................. (5,909) (5,491)
-------- --------
$210,091 $210,509
======== ========
F-20
77
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(10) OTHER LONG-TERM OBLIGATIONS
Other long-term obligations at December 31, 1998 and 1999 consist of the
following:
1998 1999
------ ------
(IN THOUSANDS)
Various noncompetition and consulting agreements with the
sellers of radio stations acquired, due at various dates
through August 2006, face amount of $579,000 and
$3,478,000 at December 31, 1998 and 1999, respectively,
non-interest bearing with interest imputed at 8.0% to
9.0%, net of discount of $77,000 and $660,000 in 1998 and
1999 respectively......................................... $ 503 $2,818
Prepayment premium on extinguishment of debt................ 683 --
Capital leases.............................................. 22 40
Other....................................................... -- 500
------ ------
1,208 3,358
Less current maturities..................................... (168) (842)
------ ------
Long-term portion........................................... $1,040 $2,516
====== ======
The required aggregate principal payments as of December 31, 1999,
excluding the amortization of debt discount, are as follows:
(IN THOUSANDS)
2000....................................................... $ 842
2001....................................................... 762
2002....................................................... 477
2003....................................................... 439
2004....................................................... 449
Thereafter................................................. 389
------
$3,358
======
(11) SHAREHOLDERS' EQUITY
Common and Preferred Stock
Prior to the consummation of the Company's initial public offering ("IPO"),
in July 1998, the Company engaged in a series of transactions (collectively, the
"Recapitalization") which resulted in the Company having outstanding capital
stock consisting of common stock and convertible preferred stock, par value
$.001 per share. In conjunction with the Recapitalization, (i) each share of
outstanding capital stock of the Company, other than those held by ABRY
Broadcast Partners II, L.P. ("ABRY II") and ABRY/Citadel Investment Partners,
L.P. ("ABRY/CIP"), was converted into three shares of new common stock, (ii)
each share of capital stock of the Company held by ABRY II or ABRY/CIP was
converted into three shares of new convertible preferred stock and (iii) each
outstanding option or warrant to acquire shares of common stock was converted
into an option or warrant to acquire three times the number of shares of new
common stock. All share amounts and earnings (loss) per share have been restated
in the accompanying consolidated financial statements with respect to the
Recapitalization.
In connection with the Recapitalization, the Company amended its
Certificate of Incorporation to authorize the Company to issue 200,000,000
shares of new common stock, 19,013,122 shares of new convertible preferred stock
and 20,000,000 shares of undesignated preferred stock.
F-21
78
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
All outstanding Series A, B, E, F and G shares were converted to 5,280,726
shares of new common stock in the Recapitalization. All outstanding Series C and
D shares were converted to 9,506,561 shares of new convertible preferred stock,
which were subsequently converted into the same number of shares of new common
stock during September 1998.
The holders of the new common stock are entitled to one vote per share on
all matters submitted to a vote of shareholders. Additionally, the Company has
entered into a registration rights agreement with certain shareholders, under
which the Company may be required to register their shares of common stock upon
demand by these shareholders.
On July 7, 1998, the Company consummated an IPO of 6,880,796 shares of its
common stock at an initial public offering price of $16.00 per share. Of such
shares, 6,250,000 shares were sold by the Company and 630,796 shares were sold
by certain stockholders of the Company. On July 14, 1998, the Company sold an
additional 1,032,119 shares of its common stock at the initial public offering
price pursuant to the exercise of the underwriters' over-allotment option. Total
proceeds of the IPO, including proceeds for the shares issued upon the exercise
of the over-allotment option, were approximately $126.6 million, of which total
proceeds to the Company were approximately $106.6 million, total proceeds to the
selling stockholders were approximately $9.4 million and total underwriting
discounts, commissions and costs were approximately $10.6 million.
On June 25, 1999, the Company completed a stock offering of 11,500,000
shares of its common stock at $29.95 per share. Of such shares, 5,000,000 shares
were sold by the Company and 6,500,000 shares were sold by certain stockholders
of the Company. Total proceeds of the offering, net of underwriting discounts
and commissions, were approximately $322.9 million of which proceeds to the
Company were approximately $140.4 million and proceeds to the selling
stockholders were approximately $182.5 million. Total underwriting discounts and
commissions were approximately $13.5 million.
On the same date as the stock offering, Citadel Communications purchased
5,000 shares of common stock of Citadel Broadcasting for an aggregate purchase
price of approximately $51.7 million and contributed approximately $88.7 million
of additional paid in capital to Citadel Broadcasting. The purchase of stock and
additional capital contributions were funded by the net proceeds from Citadel
Communications' stock offering. Citadel Broadcasting utilized a portion of the
proceeds to redeem approximately 35% of its 13 1/4% exchangeable preferred stock
(see Note (12)).
Deferred Compensation
In September 1998, the Company entered into stock option award agreements
with several key employees. The terms of the agreements provide for 114,000
options to purchase new common stock at an exercise price of $16.00 per share
which vest over a five-year period. The fair market value on the date of grant
was $25.813 per share. Accordingly, the Company is amortizing to compensation
expense $1.1 million ratably over the five-year vesting period, which represents
the difference between the exercise price and fair market value. The Company
recognized compensation expense under the agreements of approximately $74,000
and $224,000 for the years ended December 31, 1998 and 1999, respectively.
In July of 1999, the shareholders approved the Company's 1999 Long-Term
Incentive Plan, (the "1999 Incentive Plan"), which is intended to be the primary
long-term incentive vehicle for senior management. Under the 1999 Incentive
Plan, each participant receives an option to acquire a certain number of shares
of common stock based on meeting certain stock price performance criteria, and
once the criteria has been met, the options vest over five years. The exercise
price of options granted is $29.25 per share. During the performance period, the
shares subject to the option are earned in one-fifth increments for each
increase in average stock price (with the average calculated over 20 consecutive
trading days) equal to one-fifth of the difference between the option's doubled
exercise price and the option exercise price.
F-22
79
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
A total of 1,750,000 options to purchase common stock at an exercise price
of $29.25 were authorized under the 1999 Incentive Plan. As of December 31,
1999, 1,400,000 or four-fifths of the options had met the performance criteria.
The difference between the exercise price of the options and the fair market
value of the Company's common stock, which ranged between $36.50 and $60.00 per
share, at the date the options met the performance criteria, has been recorded
as deferred compensation of approximately $27.6 million. The compensation
expense is amortized over the five year vesting period. The Company recognized
compensation expense of approximately $1.5 million for the year ended December
31, 1999.
Stock Warrants
In connection with the issuance of the Company's old senior subordinated
notes payable to a shareholder in October 1993, warrants to acquire 1,096,128
shares of the Company's Class C non-voting common stock at an exercise price of
$.001 per share were issued. The warrants entitled the holders to purchase the
Class C common stock at any time prior to October 1, 1999 or until the related
notes were paid in full, whichever was later. Subsequent to issuance, in 1993,
warrants to purchase 131,532 shares were exercised. On June 29, 1996, the
warrant holder sold to the Company a warrant to purchase 550,293 shares of Class
C common stock for an aggregate purchase price of approximately $2.9 million.
Class C common stock subject to the remaining warrant was reclassified as Class
B common stock at the same time. A warrant to purchase 414,303 shares of Class B
common stock was outstanding at December 31, 1997. During the Recapitalization,
the outstanding warrant was converted into a warrant to purchase 414,303 shares
of new common stock. In connection with the IPO, the warrant was exercised,
therefore there were no outstanding warrants remaining at December 31, 1998 and
1999.
Stock Option Plan
Prior to the adoption of the Company's 1996 Equity Incentive Plan, the
Company granted options, including performance options, to a principal
shareholder and employees. The options to acquire shares of Class A common stock
had an exercise price which represented the Company's Board of Directors'
estimate of the fair market value of the shares at the date of grant. In the
Recapitalization, these options were converted into options to purchase three
times the number of shares of new common stock. Generally, the options can be
earned over a five-year period commencing one year from the date of grant and
expire on the earlier of ten years from the date granted or termination of
employment.
On June 28, 1996, the Company adopted the Citadel Communications
Corporation 1996 Equity Incentive Plan ("Plan") pursuant to which the Company's
Board of Directors may grant stock options to officers, employees and related
parties. The Plan, which has been subsequently amended, authorizes grants of
options to purchase up to 908,792 shares of authorized but unissued new common
stock at December 31, 1999, which excludes those options granted outside the
Plan and those granted prior to the adoption of the Plan. Stock options are
generally granted with an exercise price equal to the new common stock's fair
market value at the date of grant, with the exception of the 114,000 options
granted during September 1998 for which compensation expense was recorded.
Generally, stock options will vest ratably over a five-year period, commencing
one year after the date of grant and expire on the earlier of ten years from the
date granted or termination of employment, or they will vest immediately, as
determined by the Company's Board of Directors at the date of grant.
On July 27, 1999, the Company's stockholders approved the 1999 Incentive
Plan pursuant to which the Company's Board of Directors granted 1,750,000 stock
options to certain executive officers of the Company, subject to meeting certain
performance criteria under the plan. As of December 31, 1999, 1,400,000 options
to purchase common stock have met the performance criteria under the 1999
Incentive Plan. The options vest over a five-year period commencing one year
from the date the options were earned and expire on the earlier of ten years
from the date granted or termination of employment.
F-23
80
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Stock option activity is summarized as follows:
WEIGHTED
AVERAGE
EXERCISE PRICE EXERCISABLE
OPTIONS PER SHARE OPTIONS
---------- -------------- -----------
Outstanding December 31, 1996.................. 2,325,664 $ 3.12 630,297
Granted...................................... 415,107 5.18 --
Exercised.................................... (17,757) 2.62 --
Canceled..................................... (34,404) 3.29 --
---------- ------ ---------
Outstanding December 31, 1997.................. 2,688,610 3.46 1,273,542
Granted...................................... 203,960 15.56 --
Exercised.................................... (36,377) 1.42 --
Canceled..................................... (31,560) 1.54 --
---------- ------ ---------
Outstanding December 31, 1998.................. 2,824,633 4.38 1,753,681
Granted(1)................................... 1,712,400 30.05 --
Exercised.................................... (1,102,441) 2.72 --
Canceled..................................... (27,173) 13.27 --
---------- ------ ---------
Outstanding December 31, 1999.................. 3,407,419 $17.75 1,167,002
========== ====== =========
- ---------------
(1) Only 1,400,000 options, which met the performance criteria under the 1999
Incentive Plan, are reflected in the total for granted options.
The weighted average fair value of options granted in 1997, 1998 and 1999
are $2.56, $21.04 and $46.18 per share, respectively. Options held by a
principal shareholder and an entity controlled by such principal stockholder
total 1,323,880 of which 407,410 were exercisable at December 31, 1999 at a
weighted average exercise price of $4.20 per share.
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------- -------------------------
WEIGHTED
AVERAGE WEIGHTED WEIGHTED
OUTSTANDING AT REMAINING AVERAGE EXERCISABLE AT AVERAGE
DECEMBER 31, CONTRACTUAL EXERCISE DECEMBER 31, EXERCISE
1999 LIFE PRICE 1999 PRICE
-------------- ----------- -------- -------------- --------
$ 0.97 211,156 4.0 $ 0.97 211,156 $ 0.97
$ 1.64 - $1.79 401,235 5.0 1.79 401,235 1.79
$ 4.00 - $5.72 847,578 6.6 5.67 491,911 5.67
$10.00 54,300 7.9 10.00 15,300 10.00
$16.00 - $25.25 209,400 8.7 16.88 47,400 16.00
$29.25 - $33.25 1,661,750 9.8 29.88 -- N/A
$41.88 - $50.75 22,000 9.8 46.66 -- N/A
--------- --- ------ --------- ------
$0.97 - $50.75 3,407,419 8.0 $17.75 1,167,002 $ 3.96
========= === ====== ========= ======
The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions for
the year ended December 31, 1999: risk-free interest rate of 6.4 percent;
dividend yield of $0; expected life of 4 years; and volatility of 83.5 percent.
For the year ended December 31, 1998, the following assumptions were utilized:
risk-free interest rate of 4.53 percent; dividend yield of $0; expected life of
3.4 years; and volatility of 42 percent. For the year ended December 31, 1997,
the
F-24
81
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
following assumptions were utilized: risk-free interest rates of 6.0 percent;
dividend yield of $0; expected life of 3.4 years; and a volatility of 0 percent
since the Company did not have publicly traded shares.
The Company applies APB Opinion No. 25 in accounting for its Plan and,
accordingly, no compensation expense has been recognized for its stock options
in the accompanying consolidated financial statements, with the exception of the
options discussed under the heading "Deferred Compensation." Had the Company
determined compensation expense based on the fair value at the grant date for
its stock options under SFAS No. 123, the Company's net loss applicable to
common shares and net loss per common share would have been reduced to the pro
forma amounts indicated below:
1997 1998 1999
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Net loss applicable to common shares:
As reported....................................... $(11,918) $(18,517) $(23,031)
Pro forma......................................... (12,234) (19,045) (27,262)
Net loss per common share:
As reported....................................... (3.72) (1.51) (.80)
Pro forma......................................... (3.82) (1.55) (.95)
(12) EXCHANGEABLE PREFERRED STOCK
On July 3, 1997, Citadel Broadcasting completed the sale of 1,000,000
shares of 13 1/4% Exchangeable Preferred Stock ("Exchangeable Preferred Stock")
for $100.0 million. The Exchangeable Preferred Stock has a liquidation
preference of $100 per share, plus accumulated and unpaid dividends. Dividends
on the Exchangeable Preferred Stock accrue at the rate of 13 1/4% per annum and
are payable semi-annually on January 1 and July 1 of each year, commencing
January 1, 1998. 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. 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.
On August 2, 1999, Citadel Broadcasting redeemed approximately 35% of its
issued and outstanding 13 1/4% 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. In addition, Citadel Broadcasting
paid approximately $0.5 million of accrued dividends on the redeemed shares.
The Exchangeable Preferred Stock is presented net of unamortized issuance
costs of approximately $4.4 million and $4.2 million at December 31, 1998 and
1999, respectively. The Exchangeable Preferred Stock includes accrued dividends
at December 31, 1999 of approximately $5.6 million which were paid in 55,621
additional shares of Exchangeable Preferred Stock on January 1, 2000. During
1999, dividends were paid in 75,267 additional shares on January 1, 1999 and
80,253 additional shares on July 1, 1999. At December 31, 1998 and 1999,
1,136,104 and 839,556 shares were issued and outstanding.
The Certificate of Designation for the Exchangeable Preferred Stock
contains certain covenants, which, among other things, restrict the ability of
Citadel Broadcasting with respect to: (i) the incurrence of additional debt;
(ii) restricted payments; (iii) issuances and sales of stock of certain
subsidiaries; and (iv) consolidations, mergers or sales of assets. Citadel
Broadcasting was in compliance with these covenants at December 31, 1999.
F-25
82
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(13) INCOME TAXES
For the year ended December 31, 1997, the Company generated a net loss for
both financial reporting and income tax purposes; therefore, no current tax
provision has been recorded. The income tax benefit in 1997, 1998 and 1999
represents the reversal of deferred tax liabilities established at the date of
acquisition due to differences in the tax bases and the financial statement
carrying amounts of intangibles and fixed assets acquired in stock-based
acquisitions offset by federal alternative minimum tax and state tax expense. At
December 31, 1999, the Company has net operating loss carry forwards for federal
income tax purposes of approximately $42.2 million, which begin to expire in
2011.
On June 28, 1996, the Company underwent an ownership change in accordance
with Section 382 of the Internal Revenue Code. Due to this change, the net
operating losses of the Company generated prior to the date of the ownership
change is subject to limitation in future years. The approximate amount of the
net operating losses, which are limited at December 31, 1999, is $2.1 million,
which may be used in the year 2000.
On June 25, 1999, the Company underwent an additional ownership change in
accordance with Section 382 of the Internal Revenue Code. However, the net
operating loss limitation exceeded the Company's net operating losses and
therefore no additional limitation will be imposed on the Company's net
operating losses.
The components of the Company's income tax benefit for the year ended
December 31, 1997, 1998 and 1999 are as follows:
1997 1998 1999
----- ------- -------
(IN THOUSANDS)
Current tax expense:
Federal............................................... $ -- $ 87 $ 143
State................................................. -- 324 803
----- ------- -------
-- 411 946
----- ------- -------
Deferred tax benefit:
Federal............................................... (654) (1,535) (2,204)
State................................................. (116) (271) (389)
----- ------- -------
(770) (1,806) (2,593)
----- ------- -------
Total income tax benefit................................ $(770) $(1,395) $(1,647)
===== ======= =======
A reconciliation of the Company's income tax benefit as compared to the tax
benefit calculated by applying the federal statutory rate (34%) to the loss from
continuing operations before income taxes for the years ended December 31, 1997,
1998 and 1999 are as follows:
1997 1998 1999
------- ------- -------
(IN THOUSANDS)
Federal statutory rate applied to the loss from
continuing operations before income taxes............ $(1,856) $(1,818) $(2,142)
State tax, net of federal benefit...................... -- 214 530
Amortization of goodwill............................... 425 778 1,045
Nondeductible meals and entertainment.................. 51 88 78
Effect of the ability to utilize net operating loss
carry forwards....................................... 680 (667) (1,158)
Other.................................................. (70) 10 --
------- ------- -------
$ (770) $(1,395) $(1,647)
======= ======= =======
F-26
83
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets, liabilities and the valuation allowance are
as follows:
1998 1999
-------- --------
(IN THOUSANDS)
Deferred tax assets:
Receivables, principally due to allowance for doubtful
accounts.................................................. $ 475 $ 977
Net operating loss carry forwards........................... 9,667 16,871
Accrued liabilities not currently deductible................ 124 354
Unrealized loss on hedging contract......................... 157 --
Intangible assets; differences in book and tax
amortization.............................................. -- 3,043
Compensation related to stock options....................... -- 720
Other....................................................... -- 200
-------- --------
Total deferred tax assets.............................. 10,423 22,165
Valuation allowance......................................... (6,273) (17,798)
-------- --------
Net deferred tax assets................................ 4,150 4,367
-------- --------
Deferred tax liabilities:
Property and equipment, principally due to accelerated
depreciation.............................................. (3,423) (4,367)
Intangible assets; differences in book and tax
amortization.............................................. (727) --
Differences between the tax basis and fair value of
intangibles and fixed assets acquired in stock-based
acquisitions.............................................. (24,844) (45,640)
-------- --------
Total deferred tax liabilities......................... (28,994) (50,007)
-------- --------
Net deferred tax liability.................................. $(24,844) $(45,640)
======== ========
The valuation allowance has increased (decreased) by approximately $.8
million, $(1.2) million, and $11.5 million for the years ended December 31,
1997, 1998 and 1999, respectively. Management has considered certain tax
planning strategies as permitted under SFAS No. 109, "Accounting for Income
Taxes." Management has determined that the tax benefits associated with the
recorded deferred tax assets, net of valuation allowance, are more likely than
not realizable through future taxable income and future reversals of existing
taxable temporary differences.
At December 31, 1999, the Company has an alternative minimum tax credit
(AMT) carry forward of approximately $126,000. AMT credits are available to be
carried forward indefinitely and may be utilized against regular federal tax to
the extent they do not exceed computed AMT calculations.
F-27
84
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(14) QUARTERLY RESULTS (UNAUDITED)
The following table presents the Company's selected unaudited quarterly
results for eight quarters ended December 31, 1999. The Company believes that
all necessary adjustments have been made to present fairly the related quarterly
results (in thousands except for per share amounts).
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER TOTAL
------- ------- ------- ------- --------
FOR THE YEAR ENDED DECEMBER 31, 1998
Net broadcasting revenue (1)............ $27,836 $34,399 $35,437 $35,640 $133,312
Operating income/(loss) (1)............. (907) 2,982 3,805 5,248 11,128
Net income (loss)....................... (5,115) (1,713) 547 2,350 (3,931)
Net loss applicable to common shares.... (8,687) (5,200) (3,216) (1,414) (18,517)
Basic and diluted net loss per common
share................................. $ (2.70) $ (1.56) $ (0.20) $ (0.05) $ (1.51)
FOR THE YEAR ENDED DECEMBER 31, 1999
Net broadcasting revenue (1)............ $31,192 $41,286 $50,494 $55,523 $178,495
Operating income/(loss) (1)............. (338) 6,178 6,888 5,969 18,697
Net income (loss)....................... (5,181) 673 455 (4,875)(2) (8,928)
Net loss applicable to common shares.... (9,194) (3,340) (2,841) (7,656) (23,031)
Basic and diluted net loss per common
share................................. $ (0.36) $ (0.13) $ (0.09) $ (0.24) $ (0.80)
(1) Net broadcasting revenue and operating income/(loss) amounts have been
adjusted for discontinued operations for all quarters presented above.
(2) Represents $1.7 million amortization of deferred compensation, additional
bad debt reserves, accrual of year 2000 estimated losses for discontinued
operations and increased depreciation, amortization and interest expense due
to acquisitions.
(15) SUPPLEMENTAL FINANCIAL INFORMATION
The Company paid cash of approximately $7.3 million, $16.1 million and
$23.1 million for interest and approximately $2,000, $287,000 and $675,000 for
taxes for the years ended December 31, 1997, 1998 and 1999, respectively.
Barter revenue included in gross broadcasting revenue and barter expenses
included in station operating expenses amounted to approximately $7.4 million,
$11.0 million and $18.3 million and $7.1 million, $9.5 million and $11.7 million
for the years ended December 31, 1997, 1998 and 1999, respectively.
A summary of additions and deductions related to the allowance for doubtful
accounts for the years ended December 31, 1997, 1998 and 1999 follows:
BALANCE AT BALANCE AT
BEGINNING OF END OF
PERIOD ADDITIONS DEDUCTIONS PERIOD
------------ --------- ---------- -------------
(IN THOUSANDS)
Year ended December 31, 1997................ $ 621 $1,016 $ (828) $ 809
Year ended December 31, 1998................ 809 1,201 (823) 1,187
Year ended December 31, 1999................ 1,187 6,702 (5,446) 2,443
F-28
85
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
The following supplemental information is related to the consolidated
statements of cash flows. The Company recorded the following significant
non-cash items for the years ended December 31, 1997, 1998 and 1999:
1997 1998 1999
------- ------- -------
(IN THOUSANDS)
Difference between tax basis and fair value of intangible
assets and fixed assets acquired in stock-based
acquisitions.............................................. $22,400 $ 3,445 $23,857
======= ======= =======
Dividends for exchangeable preferred stock.................. $ 6,551 $14,586 $14,103
======= ======= =======
Note payable issued for property and equipment.............. $ -- $ 120 $ --
======= ======= =======
Transfer of fixed assets and intangible assets, to assets
held for sale for pending disposition..................... $ -- $25,938 $ --
======= ======= =======
Unrealized loss on hedging contract, net of tax............. $ -- $ 236 $ --
======= ======= =======
Accretion of exchangeable preferred stock issuance costs.... $ 82 $ 180 $ 206
======= ======= =======
(16) FAIR VALUE OF FINANCIAL INSTRUMENTS
The following summary presents a description of the methodologies and
assumptions used to determine the estimated fair values for the Company's
financial instruments as required by SFAS No. 107, "Disclosures about Fair Value
of Financial Instruments."
Limitations
Fair value estimates are made at a specific point in time and are based on
relevant market information and information about the financial instrument; they
are subjective in nature and involve uncertainties and matters of judgment and,
therefore, cannot be determined with precision. These estimates do not reflect
any premium or discount that could result from offering for sale at one time the
Company's entire holdings of a particular instrument. Changes in assumptions
could significantly affect these estimates.
Since the fair value is estimated as of December 31, 1999, the amounts that
will actually be realized or paid at settlement or maturity of the instruments
could be significantly different.
Cash Equivalents, Accounts Receivable, Accounts Payable, Due From Related
Parties and Accrued Liabilities
The carrying amount is assumed to be the fair value because of the
liquidity or short-term maturity of these instruments.
Senior Subordinated Notes, Note Payable, Exchangeable Preferred Stock and Other
Long-Term Obligations
The fair value of the Company's Senior Subordinated Notes, Exchangeable
Preferred Stock and other long-term obligations approximate the terms in the
marketplace at which they could be replaced. Therefore, the fair value
approximates the carrying value of these financial instruments.
In 1996, the Company entered into an interest rate swap agreement with a
financial institution. The fair value of the interest rate swap as of December
31, 1998 was approximately $(393,000) as determined by the financial
institution, and represents an unrealized loss. The fair value of the interest
rate swap is the estimated amount that the financial institution would receive
or pay to terminate the swap agreement at the reporting date, taking into
account current interest rates and the current creditworthiness of the swap
counterparties. The interest rate swap agreement was terminated on December 10,
1999.
F-29
86
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(17) TRANSACTIONS WITH RELATED PARTIES
Leaseback
On December 29, 1995, the Company entered into a sale-leaseback transaction
with an entity controlled by a principal shareholder, officer and director. The
Company made payments of approximately $207,000, $207,000 and $252,000 in 1997,
1998 and 1999, respectively. This operating lease was terminated effective
January 1, 2000.
Noncompetition Agreement
In connection with an acquisition, the Company entered into a
noncompetition agreement with an entity whose president is also a director of
the Company. In consideration for such noncompetition agreement, the Company
paid the entity $100,000 in 1997 and 1998. The agreement expired during 1998.
In connection with an acquisition, the Company entered into a seven-year
noncompetition agreement with a previous owner who subsequently became a
director of the Company, which provides for compensation of $250,000 per year.
In consideration for such noncompetition agreement, the Company paid the
individual approximately $83,000 in 1999.
Transactions with Connect Communications
On October 1, 1999, the Company acquired certain assets and subscriber
agreements of Connect Communications Corporation, an internet service provider
in Arkansas, in exchange for extinguishment of approximately $100,000 in
accounts receivable and certain equipment owned by the Company. The son of a
director of the Company, is a director and shareholder of Connect Communications
Corporation.
Connect Communications Corporation also provided telephone service for the
Little Rock, Arkansas market and on a limited basis for eFortress during 1999.
The value of the telephone service provided in 1999 was approximately $124,000.
As of December 31, 1999 Connect Communications Corporation owes the Company
approximately $69,000 for third party telephone charges, which were to be
reimbursed by Connect Communications Corporation.
Corporate Events
During 1998, the Company paid an aggregate of approximately $76,000 in
respect of accommodations and activity costs in connection with corporate events
held at a facility owned by a separate entity, which is controlled by a
principal shareholder, officer and director.
(18) COMMITMENTS AND CONTINGENCIES
Liabilities for loss contingencies arising from claims, assessments,
litigation, fines and penalties, or other sources are recorded when it is
probable that a liability has been incurred and the amount of the liability can
be reasonably estimated.
Litigation
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. Management believes that such litigation and claims
will be resolved without a material effect on the Company's financial position.
The Company has received two civil investigative demands ("CIDs") from the
Antitrust Division of the U.S. Department of Justice. One CID addresses the
Company's acquisition of station KRST in Albuquerque, New
F-30
87
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Mexico and the second CID addresses the joint sales agreement for stations in
Spokane, Washington and Colorado Springs, Colorado. The Company has provided the
requested information in response to each CID, and at present has been given no
indication from the Department of Justice regarding its intended future actions,
for the CID involving KRST in Albuquerque. On April 28, 1999, the Department of
Justice filed a lawsuit in the United States District Court for the District of
Columbia against the Company and Triathlon Broadcasting Company alleging that
they, as a result of a joint sales agreement, eliminated price competition
between their radio stations in Spokane and Colorado Springs. A proposed Final
Judgement, the terms of which were stipulated by the parties, was also filed
with the court on April 28, 1999. The Final Judgement was filed with the Court
on August 26, 1999, and the investigation was dropped by the Department of
Justice. The JSA involving these stations was terminated on April 30, 1999.
Local Marketing Agreements
At December 31, 1999, the Company has local marketing agreements with
KATG-FM in Reno, Nevada and KWUN-AM in Salt Lake City, UT. The agreements
principally provide for the Company to supply specified programming to the
brokered stations and enable the sales staff of the Company to sell advertising
time on the stations for fixed fees to be paid by the Company, pending its
acquisition by the Company. The Company's consolidated financial statements
include the broadcasting revenue and station operating expenses of the brokered
stations. The fees paid under local marketing agreements amounted to
approximately $1.9 million, $.8 million and $.3 million for the years ended
December 31, 1997, 1998 and 1999, respectively.
Joint Sales Agreements (JSA)
On January 15, 1996, the Company entered into a joint sales agreement to
sell advertising for radio stations KEYF-AM/FM, KUDY-AM and KKZX-FM, in Spokane,
Washington and radio stations KVOR-AM, KSPZ-FM, KTWK-AM and KVUU-FM in Colorado
Springs, Colorado. As stated in the JSA, the JSA revenue is calculated as 60% of
the broadcast cash flows of these radio stations and all Company owned radio
stations in these markets, with the exception of KKLI-FM in Colorado Springs
which is not included in the JSA calculation. The JSA was terminated on April
30, 1999.
On July 3, 1997, the Company acquired all of the issued and outstanding
capital stock of Tele-Media Broadcasting Company ("Tele-Media"). As a result of
this acquisition, the Company assumed a Tele-Media JSA for radio station WKQV-AM
in Wilkes-Barre/Scranton, Pennsylvania. As stated in the JSA, JSA revenue is
calculated as the sum of (i) a base monthly payment of $5,000, and (ii) an
additional monthly fee ranging from 5% to 8% of revenues (as defined in the JSA)
based on monthly revenues of WKQV-AM and of its simulcast station, WARM-AM. The
JSA was terminated on December 31, 1999.
LEASE COMMITMENTS
The Company leases certain tower sites, transmitters and equipment,
automobiles, office equipment and an airplane. The following is a schedule by
year of future minimum rental payments required under operating leases that have
an initial or remaining noncancelable lease term in excess of one year as of
December 31, 1999:
(IN THOUSANDS)
2000....................................................... $ 3,753
2001....................................................... 3,508
2002....................................................... 3,244
2003....................................................... 2,993
2004....................................................... 2,575
Thereafter................................................. 4,005
--------
$ 20,078
========
F-31
88
CITADEL COMMUNICATIONS CORPORATION
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
Total rental expense was approximately $2.0 million, $2.7 million and $3.5
million for the years ended December 31, 1997, 1998 and 1999, respectively.
Defined Contribution Plan
The Company has a defined contribution 401(k) plan for all employees who
are at least 21 years of age and have worked at least 1,000 hours in the year.
Under the 401(k) plan, employees can contribute up to 20% of their compensation,
subject to the maximum contribution allowed by the Internal Revenue Code.
Participants vest immediately in their contributions. The Company may make
discretionary contributions as approved by the Board of Directors. Participants'
rights to amounts contributed by the Company vest on a graded schedule over a
five-year period. During 1997, 1998 and 1999 the Company contributed $299,000,
$448,000 and $532,000, respectively, which represented a two percent matching of
employee contributions to the 401(k) plan.
(19) SUBSEQUENT EVENTS
On January 23, 2000, the Company entered into a stock purchase agreement
with Bloomington Broadcasting Holdings, Inc. and its stockholders to purchase
all of the issued and outstanding capital stock of Bloomington Broadcasting
Holdings for the aggregate purchase price of approximately $176.0 million in
cash. This amount includes repayment of indebtedness of Bloomington Broadcasting
Holdings that may be 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 is expected to own and operate at closing 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 January 31, 2000, the Company entered into an asset purchase agreement
to acquire one FM radio station and one AM radio station serving the Worcester,
Massachusetts market for the purchase price of approximately $0.9 million.
On February 10, 2000, the Company acquired radio station WXLO-FM in
Worcester, MA and entered into a local marketing agreement, pending acquisition,
with radio station WORC-FM, also in Worcester. The purchase price for WXLO-FM
was $21.0 million and the Company deposited into escrow the purchase price of
$3.5 million for WORC-FM. The acquisitions will be accounted for using the
purchase method of accounting.
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.
On February 11, 2000, the Company completed an offering of 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. A portion of the proceeds were used to repay a
portion of the indebtedness under the Company's credit facility and the
remainder will be used to fund pending acquisitions.
F-32
89
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
2.1 Asset Purchase Agreement dated October 27, 1999 by and
between Citadel Broadcasting Company and Broadcasting
Partners Holdings, L.P. (incorporated by reference to
Exhibit 2.1 to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1999).
2.2 Stock Purchase Agreement dated April 30, 1999 by and between
Robert F Fuller and Citadel Broadcasting Company
(incorporated by reference to Exhibit 2.1 to Citadel
Broadcasting Company's Current Report on Form 8-K filed on
September 14, 1999).
2.3 Stock Purchase Agreement dated April 30, 1999 by and between
Joseph N Jeffrey, Jr. and Citadel Broadcasting Company
(incorporated by reference to Exhibit 2.2 to Citadel
Broadcasting Company's Current Report on Form 8-K filed on
September 14, 1999).
2.4 Asset Purchase Agreement dated December 3, 1999 by and among
Liggett Broadcast, Inc., Rainbow Radio, LLC, New Tower,
Inc., LLJ Realty, LLC, Robert G. Liggett, Jr., Citadel
Communications Corporation, Citadel Broadcasting Company and
Citadel License, Inc. (incorporated by reference to Exhibit
2.4 to Citadel Communications Corporation's Current Report
on Form 8-K filed on December 10, 1999).
2.5 Purchase Agreement dated August 23, 1999 by and among Cat
Communications, Inc., Desert Communications III, Inc. and
Citadel Broadcasting Company (incorporated by reference to
Exhibit 2.1 to Citadel Communications Corporation's Current
Report on Form 8-K filed January 6, 2000).
2.6 Amendment to Purchase Agreement dated December 22, 1999 by
and among Cat Communications, Inc., Desert Communications
III, Inc. and Citadel Broadcasting Company (incorporated by
reference to Exhibit 2.2 to Citadel Communications
Corporation's Current Report on Form 8-K filed January 6,
2000).
2.7 Stock Purchase Agreement dated January 23, 2000 by and among
Bloomington Broadcasting Holdings, Inc., the stockholders of
Bloomington Broadcasting Holdings, Inc. and Citadel
Broadcasting Company.
3(i) Amended and Restated Certificate of Incorporation of Citadel
Communications Corporation (incorporated by reference to
Exhibit 3(i) to Citadel Communications Corporation's
Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998).
3(ii) Bylaws of Citadel Communications Corporation (incorporated
by reference to Exhibit 3(ii) to Citadel Communications
Corporation's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998).
4.1 Indenture dated as of July 1, 1997 among Citadel
Broadcasting Company, Citadel License, Inc. and The of New
York, as Trustee, with the forms of 10 1/4% Senior
Subordinated Notes due 2007 and 10 1/4% Series B Senior
Subordinated Notes due 2007 included therein (incorporated
by reference to Exhibit 4.1 to Citadel Broadcasting
Company's Registration Statement No 333-36771 on Form S-4).
4.2 Indenture dated as of July 1, 1997 among Citadel
Broadcasting Company, Citadel License, Inc. and The Bank of
New York, as Trustee, with the forms of 13 1/4% Exchange
Debentures due 2009 and 13 1/4% Series B Exchange Debentures
due 2009 included therein (incorporated by reference to
Exhibit 4.2 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
90
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
4.3 Amendment to Certificate of the Designations, Voting Powers
Preferences and Relative, Participating, Optional and Other
Special Rights and Qualifications, Limitations or
Restrictions of the 13 1/4% Series A Exchangeable Preferred
Stock and the 13 1/4% Series B Exchangeable Preferred Stock
of Citadel Broadcasting Company (incorporated by reference
to Exhibit 3(i)(b) to Citadel broadcasting Company's
Registration Statement No. 333-36771 on Form S-4).
4.4 Indenture dated as of November 19, 1998 among Citadel
Broadcasting Company, Citadel License, Inc. and The Bank of
New York, as Trustee, with the form of 9 1/4% Senior
Subordinated Notes due 2008 included therein (incorporated
by reference to Exhibit 4.1 to Citadel Communications
Corporation's Current Report on Form 8-K filed November 30,
1998).
4.5 Global Assignment Agreement dated as of February 10, 2000
among Citadel Broadcasting Company, Citadel Communications
Corporation, Credit Suisse First Boston, as Administrative
Agent, Collateral Agent and Issuing Bank, and the lenders
named therein.
4.6 Amended and Restated Credit Agreement dated as of February
10, 2000 among Citadel Broadcasting Company, Citadel
Communications Corporation, Credit Suisse First Boston, as
lead Arranger, Administrative Agent and Collateral Agent,
FINOVA Capital Corporation, as Syndication Agent, First
Union National Bank and Fleet National Bank, as
Co-Documentation Agents, and the lenders named therein.
9 Amended and Restated Voting Trust Agreement dated as of
October 15, 1997 among Citadel Communications Corporation,
ABRY Broadcast Partners II, L.P., ABRY/Citadel Investment
Partners, L.P., Harlan Levy as Trustee, and J. Walter
Corcoran and Christopher Hall (incorporated by reference to
Exhibit 9 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
10.1 * Employment Agreement dated as of June 28, 1996 among
Lawrence R. Wilson, Citadel Broadcasting Company and Citadel
Communications Corporation (incorporated by reference to
Exhibit 10.1 to Citadel Broadcasting Company's Registration
Statement No. 333-36771 on Form S-4).
10.2 * Citadel Communications Corporation 1996 Equity Incentive
Plan, as amended (incorporated by reference to Exhibit 10.2
to Citadel Broadcasting Company's Registration Statement No.
333-36771 on Form S-4).
10.3 * Citadel Communications Corporation Nonqualified Stock Option
Agreement made and entered into as of June 28, 1996 between
Citadel Communications Corporation and Lawrence R. Wilson
(incorporated by reference to Exhibit 10.3 to Citadel
Broadcasting Company's Registration Statement No. 333-36771
on Form S-4).
10.4 * Form of Citadel Communications Corporation Stock Option
Agreement for grants effective as of December 21, 1994
(incorporated by reference to Exhibit 10.4 to Citadel
Broadcasting Company's Registration Statement No 333-36771
on Form S-4).
10.5 * Form of Citadel Communications Corporation Stock Option
Agreement for grants effective as of February 21, 1994
(incorporated by reference to Exhibit 10.5 to Citadel
Broadcasting Company's Registration Statement No 333-36771
on Form S-4).
10.6 * Form of Citadel Communications Corporation Stock Option
Agreement for grants effective as of January 1, 1996
(incorporated by reference to Exhibit 10.26 to Citadel
Broadcasting Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997).
10.7 Third Amended and Restated Registration Rights Agreement
dated as of June 28, 1996 among Citadel Communications
Corporation and certain of its stockholders (incorporated by
reference to Exhibit 10.24 to Citadel Communications
Corporation's Registration Statement No. 333-51011 on Form
S-1).
91
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT(1)
- ------- -------------------------
10.8 First Amendment to Third Amended and Restated Registration
Rights Agreement dated as of December 31, 1996 among Citadel
Communications Corporation and certain of its stockholders
(incorporated by reference to Exhibit 10.25 to Citadel
Communications Corporation's Registration Statement No.
333-51011 on Form S-1).
10.9 Second Amendment to Third Amended and Restated Registration
Rights Agreement dated as of September 26, 1997 among
Citadel Communications Corporation and certain of its
stockholders (incorporated by reference to Exhibit 10.26 to
Citadel Communications Corporation's Registration Statement
No. 333-51011 on Form S-1).
10.10 Third Amendment to Third Amended and Restated Registration
Rights Agreement dated as of October 15, 1997 among Citadel
Communications Corporation and certain of its stockholders
(incorporated by reference to Exhibit 10.27 to Citadel
Communications Corporation's Registration Statement No.
333-51011 on Form S-1).
10.11 Fourth Amendment to Third Amended and Restated Registration
Rights Agreement dated as of December 2, 1999 among Citadel
Communications Corporation and certain of its stockholders.
10.12 * Citadel Communications Corporation 1999 Long-Term Incentive
Plan (incorporated by reference to Exhibit 10.33 to
Amendment No. 2 to Citadel Communications Corporation's
Registration Statement No. 333-79277 on Form S-1).
10.13 National Radio Sales Representation Agreement dated October
1, 1998 between McGavren Guild Radio, Inc. and Citadel
Broadcasting Company (incorporated by reference to Exhibit
10.35 to Amendment No. 2 to Citadel Communications
Corporation's Registration Statement No. 333-79277 on Form
S-1).
10.14 Parent Guarantee Agreement dated as of December 17, 1999
between Citadel Communications Corporation and Credit Suisse
First Boston, as Collateral Agent (incorporated by reference
to Exhibit 10.1 to Citadel Communications Corporation's
Current Report on Form 8-K filed January 6, 2000).
10.15 Consulting Agreement dated August 31, 1999 by and between
Robert F Fuller and Citadel Broadcasting Company.
10.16 Asset Purchase Agreement dated November 23, 1998 by and
among Wicks Broadcast Group Limited Partnership, WBG License
Co., L.L.C., Butternut Broadcasting Company, Inc., WBG
Binghamton License Co., Inc. and Citadel Broadcasting
Company (incorporated by reference to Exhibit 2.1 to Citadel
Broadcasting Company's Amendment No. 1 to Current Report on
Form 8-K/A filed December 16, 1998).
21 Subsidiaries of Citadel Communications Corporation.
23.1 Consent of KPMG LLP.
27 Financial Data Schedule.
- ---------------
* Management contract or management compensatory plan or arrangement.
(1) In the case of incorporation by reference to documents filed by the
Registrant under the Exchange Act of 1934, as amended, the Registrant's file
number under such Act is 000-24515.