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1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) August 31, 1999 ----------------- Citadel Communications Corporation ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada ---------------------------------------------- (State of Other Jurisdiction of Incorporation) 000-24515 86-0748219 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) City Center West, Suite 400 7201 West Lake Mead Boulevard Las Vegas, Nevada 89128 ---------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (702) 804-5200 -------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 2 This report includes forward-looking statements within the meaning ofSection 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended. These forward-looking statementsare based largely on current expectations and projections about future eventsand financial trends affecting Citadel Communications Corporation's business.The word believes and similar words are intended to identify forward-lookingstatements. The forward-looking statements in this report are subject to risks,uncertainties and assumptions including, among other things:o the realization of Citadel Communications' business strategy,o general economic and business conditions, both nationally and in Citadel Communications' radio markets,o Citadel Communications' expectations and estimates concerning future financial performance, financing plans and the impact of competition,o anticipated trends in Citadel Communications' industry, ando the impact of current or pending legislation and regulation and antitrust considerations.In light of these risks and uncertainties, the forward-looking events andcircumstances discussed in this report might not transpire. CitadelCommunications undertakes no obligation to publicly update or revise anyforward-looking statements because of new information, future events orotherwise.INTRODUCTORY STATEMENT This report amends Item 7(b) of Citadel Communications Corporation'sCurrent Report on Form 8-K filed on September 14, 1999 to report the August 31,1999 acquisition of Fuller-Jeffrey Broadcasting Companies, Inc. and itssubsidiaries.ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS(a) Financial Statements. The following financial statements were included pursuant to Item 7(a) in Citadel Communications Corporation's Current Report on Form 8-K filed on September 14, 1999:FULLER-JEFFREY BROADCASTING COMPANIES, INC. AND SUBSIDIARIESIndependent Auditors' ReportConsolidated Balance Sheets as of December 31, 1998 and June 30, 1999(unaudited)Consolidated Statements of Operations for the year ended December 31, 1998 andthe six months ended June 30, 1998 and 1999 (unaudited)Consolidated Statements of Stockholders' Deficiency for the year ended December31, 1998Consolidated Statements of Cash Flows for the year ended December 31, 1998 andthe six months ended June 30, 1998 and 1999 (unaudited)Notes to Consolidated Financial Statements(b) Pro Forma Financial Information. The following pro forma financial information is included herein pursuant to Item 7(b):Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 1999Unaudited Pro Forma Condensed Consolidated Statement of Operations for the sixmonths ended June 30, 1999Unaudited Pro Forma Condensed Consolidated Statement of Operations for thetwelve months ended December 31, 1998(c) Exhibits. The following exhibits were filed on, or incorporated by reference in, Citadel Communications Corporation's 1 3 Current Report on Form 8-K filed on September 14, 1999:2.1 Stock Purchase Agreement dated April 30, 1999 by and between Robert F. Fuller and Citadel Broadcasting Company.2.2 Stock Purchase Agreement dated April 30, 1999 by and between Joseph N. Jeffrey, Jr. and Citadel Broadcasting Company.23.1 Consent of KPMG LLP. 2 4 CITADEL COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated financialstatements reflect the results of operations and balance sheet of CitadelCommunications Corporation after giving effect to: (1) the following transactions completed as of September 14, 1999(collectively, the "Completed Transactions"): o the January 2, 1998 acquisition of WEMR-FM and WEMR-AM serving the Wilkes-Barre/Scranton market for the purchase price of approximately $0.8 million and the March 26, 1998 acquisition of WCTP-FM, WCTD-FM and WKJN-AM serving the Wilkes-Barre/Scranton market for the purchase price of approximately $6.0 million (collectively, the "Wilkes-Barre/ Scranton Acquisitions"), o the February 12, 1998 acquisition of Pacific Northwest Broadcasting Corporation which owned KQFC-FM, KKGL-FM and KBOI-AM in Boise for the purchase price of approximately $14.0 million and the April 21, 1998 acquisition of KIZN-FM and KZMG-FM in Boise for the purchase price of approximately $14.5 million (collectively, the "Boise Acquisition"), o the November 17, 1998 acquisition of KAAY-AM in Little Rock for the purchase price of approximately $5.1 million, o the February 9, 1999 acquisition of WKQZ-FM, WYLZ-FM, WILZ-FM, WIOG-FM, WGER-FM and WSGW-AM in Saginaw/Bay City for the purchase price of approximately $35.0 million (the "Saginaw/Bay City Acquisition"), o the February 17, 1999 acquisition of WHYL-FM and WHYL-AM in Harrisburg/Carlisle for the purchase price of approximately $4.5 million (the "Carlisle Acquisition"), o the March 17, 1999 acquisition of Citywide Communications, Inc., which owned KQXL-FM, WEMX-FM, WCAC-FM, WXOK-AM and WIBR-AM serving the Baton Rouge market and KFXZ-FM, KNEK-FM, KRRQ-FM and KNEK-AM serving the Lafayette market for the purchase price of approximately $31.5 million (the "Baton Rouge/Lafayette Acquisition"), o the April 30, 1999 acquisition of KSPZ-FM serving the Colorado Springs market in exchange for KKLI-FM in Colorado Springs, the April 30, 1999 acquisition of KVOR-AM and KTWK-AM serving the Colorado Springs market and KEYF-FM and KEYF-AM serving the Spokane market for the purchase price of approximately $10.0 million and the April 30, 1999 termination of a joint sales agreement under which Citadel Communications operated certain other radio stations in Colorado Springs and in Spokane (collectively, the "Capstar Transactions"), o the June 30, 1999 acquisition of WSSX-FM, WWWZ-FM, WMGL-FM, WSUY-FM, WNKT-FM, WTMA-AM, WTMZ-AM and WXTC-AM in Charleston, WHWK-FM, WYOS-FM, WAAL-FM, WNBF-AM and WKOP-AM in Binghamton, WMDH-FM and WMDH-AM in Muncie and WWKI-FM in Kokomo for the purchase price of approximately $77.0 million (the "Charleston/Binghamton/Muncie/Kokomo Acquisition"), o the August 31, 1999 acquisition of Fuller-Jeffrey Broadcasting Companies, Inc. which owned WOKQ-FM, WPKQ-FM, WXBB-FM and WXBP-FM serving the Portsmouth/Dover/Rochester market and WBLM-FM, WCYI-FM, WCYY-FM, WHOM-FM, WJBQ-FM and WCLZ-FM serving the Portland market for the purchase price of approximately $65.3 million, which amount includes approximately $1.8 million in consulting and noncompetition payments payable over a seven-year period (the "Portsmouth/Dover/Rochester/Portland Acquisition"), o the July 27, 1998 sale of WEST-AM in Allentown/Bethlehem as a portion of the consideration for the 1997 acquisition of WLEV-FM in Allentown/Bethlehem, o the October 7, 1998 sale of WQCY-FM, WTAD-AM, WMOS-FM and WBJR-FM in Quincy for the sale price of approximately $2.3 million (the "Quincy Sale"), 3 5 o the July 1998 initial public offering by Citadel Communications of shares of its common stock and the use of net proceeds from that offering, o the November 1998 sale by Citadel Communications' subsidiary, Citadel Broadcasting Company, of $115.0 million principal amount of its 9-1/4% Senior Subordinated Notes due 2008 and the use of net proceeds from that offering, o the June 1999 public offering by Citadel Communications of shares of its common stock and the use of net proceeds from that offering (the "1999 Offering"), and o the August 1999 redemption of a portion of Citadel Broadcasting's outstanding 13-1/4% Exchangeable Preferred Stock (the "Preferred Redemption"); (2) the acquisition pending as of September 14, 1999 of KATT-FM,KYIS-FM, KCYI-FM, KNTL-FM and WWLS-AM in Oklahoma City for a purchase price ofapproximately $60.0 million (the "Pending Acquisition"); and (3) the disposition pending as of September 14, 1999 of KKTT-FM,KEHK-FM and KUGN-AM in Eugene, KAKT-FM, KBOY-FM, KCMX-FM, KTMT-FM, KCMX-AM andKTMT-AM in Medford, KEYW-FM, KORD-FM, KXRX-FM, KTHT-FM and KFLD-AM inTri-Cities, KCTR-FM, KKBR-FM, KBBB-FM, KMHK-FM and KBUL-AM in Billings, WQKK-AMand WGLU-FM in Johnstown and WQWK-FM, WNCL-FM, WRSC-AM and WBLF-AM in StateCollege for the sale price of approximately $26.0 million (the "PendingDisposition"). The unaudited pro forma condensed consolidated financial statements arebased on Citadel Communications' historical consolidated financial statementsand the financial statements of those entities acquired, or from which assetswere acquired, in connection with the Completed Transactions. In the opinion of management, all adjustments necessary to fairlypresent this pro forma information have been made. The interest rate applied toborrowings under, and repayments of, Citadel Broadcasting's credit facility inthe pro forma consolidated statements of operations was 8.4375%, whichrepresents the interest rate in effect under the credit facility as of January1, 1998. Depreciation and amortization for the acquisitions are based uponpreliminary allocations of the purchase price to property and equipment andintangible assets. Actual depreciation and amortization may differ depending onthe final allocation of the purchase price. However, management does not believethese differences will be material. For pro forma purposes, Citadel Communications' balance sheet as ofJune 30, 1999 has been adjusted to give effect to the following transactions asif each had occurred on June 30, 1999: (1) the Portsmouth/Dover/Rochester/Portland Acquisition, (2) the Pending Acquisition, (3) the Pending Disposition, and (4) the Preferred Redemption. The unaudited pro forma information is presented for illustrativepurposes only and does not indicate the operating results or financial positionthat would have occurred if the transactions described above had been completedon the dates indicated, nor is it indicative of future operating results orfinancial position if the pending transactions described above are completed.Citadel Communications cannot predict whether the completion of the PendingAcquisition and the Pending Disposition will conform to the assumptions used inthe preparation of the unaudited pro forma condensed consolidated financialstatements. Additionally, as of September 14, 1999, consummation of each of thePending Acquisition and the Pending Disposition is subject to certainconditions. Although Citadel Communications believes these closing conditionsare customary for transactions of this type, there can be no assurance that suchconditions will be satisfied. 4 6 CITADEL COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET June 30, 1999 (DOLLARS IN THOUSANDS)<TABLE><CAPTION> ADJUSTMENTS FOR CITADEL THE PENDING ADJUSTMENTS COMMUNICATIONS ACQUISITION ACTUAL FOR AS ADJUSTED AND PRO FORMA CITADEL COMPLETED FOR COMPLETED THE PENDING CITADEL COMMUNICATIONS TRANSACTIONS (1) TRANSACTIONS DISPOSITION(2) COMMUNICATIONS -------------- ---------------- -------------- -------------- --------------<S> <C> <C> <C> <C> <C>ASSETS Cash and cash equivalents $ 68,680 $(57,096) $ 11,584 $ (500) $ 11,084 Accounts and notes receivable, net 41,218 4,752 45,970 2,629 48,599 Prepaid expenses 3,149 256 3,405 114 3,519 Assets held for sale 25,974 -- 25,974 (25,974) -- -------------------- --------- -------- --------- -------- --------- Total current assets 139,021 (52,088) 86,933 (23,731) 63,202 Property and equipment, net 59,659 4,650 64,309 3,120 67,429 Intangible assets, net 412,150 56,678 468,828 56,162 524,990 Other assets 4,377 405 4,782 -- 4,782 ------------ --------- -------- --------- -------- --------- TOTAL ASSETS $ 615,207 $ 9,645 $ 624,852 $ 35,551 $ 660,403 ========= ======== ========= ======== =========LIABILITIES AND SHAREHOLDER'S EQUITY Accounts payable and accrued liabilities $ 15,383 $ 2,091 $ 17,474 $ -- $ 17,474 Current maturities of other long-term Obligations 212 1,750 1,962 360 2,322 ----------- --------- -------- --------- -------- --------- Total current liabilities 15,595 3,841 19,436 360 19,796 Notes payable, less current maturities -- 42,236 42,236 34,000 76,236 10 1/4% Notes 98,657 -- 98,657 -- 98,657 9 1/4% Notes 111,638 -- 111,638 -- 111,638 Other long-term obligations, less current Maturities 1,004 15,264 16,268 1,165 17,433 Deferred tax liability 31,354 -- 31,354 -- 31,354 Exchangeable preferred stock 124,900 (51,696) 73,204 -- 73,204 Common stock and APIC 270,233 -- 270,233 -- 270,233 Deferred compensation (932) -- (932) -- (932) Accumulated other comprehensive loss (52) -- (52) -- (52) Accumulated deficit/retained earnings (37,190) -- (37,190) 26 (37,164) ------------------------------------- --------- -------- --------- -------- --------- TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY $ 615,207 $ 9,645 $ 624,852 $ 35,551 $ 660,403 ========= ======== ========= ======== =========</TABLE>(1) Represents the net effect of the Portsmouth/Dover/Rochester/Portland Acquisition and the Preferred Redemption as if each of the transactions had taken place on June 30, 1999. In the Preferred Redemption Citadel Broadcasting redeemed approximately 35% of its issued and outstanding 13-1/4% Exchangeable Preferred Stock. Approximately 452,000 shares were redeemed at a redemption price of $113.25 per share for a total of approximately $51.2 million. In addition Citadel Broadcasting paid approximately $515,000 of accrued dividends on the shares redeemed.(2) Represents the net effect of the Pending Acquisition and the Pending Disposition. 5 7 CITADEL COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1999 (DOLLARS IN THOUSANDS)<TABLE><CAPTION> CITADEL ADJUSTMENTS FOR ADJUSTMENTS COMMUNICATIONS THE PENDING FOR THE AS ADJUSTED ACQUISITION 1999 OFFERING ACTUAL ADJUSTMENTS FOR FOR AND THE AND THE PRO FORMA CITADEL COMPLETED COMPLETED PENDING PREFERRED CITADEL COMMUNICATIONS TRANSACTIONS (1) TRANSACTIONS DISPOSITION (2) REDEMPTION COMMUNICATIONS -------------- ---------------- ------------ --------------- ----------- --------------<S> <C> <C> <C> <C> <C> <C>Net revenue..................... 75,077 19,673 94,750 (2,257) -- 92,493Station operating expenses...... 51,706 13,686 65,392 (3,567) -- 61,825Depreciation and amortization... 15,124 6,699 21,823 2,723 -- 24,546Corporate general and administrative................ 2,886 -- 2,886 (88) -- 2,798 ------- ------- ------- ------ ------ ------- Operating expenses........... 69,716 20,385 90,101 (932) -- 89,169 ------- ------- ------- ------ ------ -------Operating income (loss)......... 5,361 (712) 4,649 (1,325) -- 3,324Interest expense................ 11,482 4,313 15,795 1,434 (3,700) 13,529Other (income) expense, net..... (709) -- (709) -- -- (709) ------- ------- ------- ------ ------ -------Income (loss) before income taxes......................... (5,412) (5,025) (10,437) (2,759) 3,700 (9,496)Income taxes (benefit).......... (903) (790) (1,693) (566) -- (2,259)Dividend requirement for Exchangeable Preferred Stock.. (8,025) -- (8,025) -- 2,376 (5,649) ------- ------- ------- ------ ------ -------Income (loss) from continuing operations Applicable to common shares................. (12,534) (4,235) (16,769) (2,193) 6,076 (12,886) ======= ======= ======= ====== ====== =======</TABLE>(1) Represents the net effect of the Completed Transactions that were consummated after January 1, 1999, except the 1999 Offering and the Preferred Redemption, as if each transaction had taken place on January 1, 1998. Prior to the acquisition dates, Citadel Communications operated many of the acquired stations under a joint sales agreement ("JSA") or local marketing agreement ("LMA"). Citadel Communications receives fees for such services. Includes net revenue and station operating expenses for stations operated under JSAs to reflect ownership of the stations as of January 1, 1998. Net revenue and station expenses for stations operated under LMAs are included in Citadel Communications' historical consolidated financial statements. For those stations operated under JSAs or LMAs and subsequently acquired, associated fees and redundant expenses were eliminated and estimated occupancy costs were included to adjust the results of operations to reflect ownership of the stations as of January 1, 1998. Dollars in the table below are shown in thousands.<TABLE><CAPTION> PORTSMOUTH/ CHARLESTON/ DOVER/ BINGHAMTON CARLISLE ROCHESTER/ MUNCIE/ BATON ROUGE/ SAGINAW/ ACQUISITION PORTLAND KOKOMO LAFAYETTE BAY CITY AND CAPSTAR THE COMPLETED ACQUISITION ACQUISITION ACQUISITION ACQUISITION TRANSACTIONS TRANSACTIONS ----------- ----------- ----------- ----------- ------------ ------------<S> <C> <C> <C> <C> <C> <C>Net revenue 7,302 9,687 1,371 526 787 19,673Station operating expenses 4,630 6,752 1,275 486 543 13,686Depreciation and amortization 2,926 2,683 628 202 260 6,699 ------ ------ ------ ---- ---- ------- Operating expenses 7,556 9,435 1,903 688 803 20,385 ------ ------ ------ ---- ---- -------Operating income (loss) (254) 252 (532) (162) (16) (712)Interest expense 1,782 2,531 -- -- -- 4,313 ------ ------ ------ ---- ---- -------Income (loss) before income taxes (2,036) (2,279) (532) (162) (16) (5,025)Income taxes (benefit) (664) -- (126) -- -- (790) ------ ------ ------ ---- ---- -------Income (loss) from continuing operations (1,372) (2,279) (406) (162) (16) (4,235) ====== ====== ====== ==== ==== =======</TABLE>(2) Represents the net effect of the Pending Acquisition and the Pending Disposition as if each transaction had taken place on January 1, 1998. Dollars in the table below are shown in thousands.<TABLE><CAPTION> PENDING ACQUISITION AND PENDING PENDING PENDING DISPOSITION ACQUISITION DISPOSITION ----------- ----------- ---------------<S> <C> <C> <C>Net revenue (6,879) 4,622 (2,257)Station operating expenses (6,723) 3,156 (3,567)Depreciation and amortization -- 2,723 2,723Corporate general and administrative (88) -- (88) ------ ------ ------ Operating expenses (6,811) 5,879 (932) ------ ------ ------Operating income (loss) (68) (1,257) (1,325)Interest expense (1,097) 2,531 1,434 ------ ------ ------Income (loss) before income taxes 1,029 (3,788) (2,759)Income taxes (benefit) -- (566) (566) ------ ------ ------Income (loss) from continuing operations 1,029 (3,222) (2,193) ====== ====== ======</TABLE> 6 8 CITADEL COMMUNICATIONS CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1998 (DOLLARS IN THOUSANDS)<TABLE><CAPTION> ADJUSTMENTS CITADEL ADJUSTMENTS FOR FOR THE COMMUNICATIONS THE PENDING 1999 OFFERING ACTUAL ADJUSTMENTS FOR AS ADJUSTED ACQUISITION AND AND THE PRO FORMA CITADEL COMPLETED FOR COMPLETED THE PENDING PREFERRED CITADEL COMMUNICATIONS TRANSACTIONS (1) TRANSACTIONS DISPOSITION (2) REDEMPTION COMMUNICATIONS -------------- ---------------- ------------ --------------- ---------- --------------<S> <C> <C> <C> <C> <C> <C>Net revenue...................... 135,426 46,991 182,417 (7,179) -- 175,238Station operating expenses....... 93,485 30,742 124,227 (7,371) -- 116,856Depreciation and amortization.... 26,414 18,284 44,698 4,073 -- 48,771Corporate general and administrative................. 4,369 -- 4,369 (175) -- 4,194 -------- ------- -------- ------ ------ -------- Operating expenses............ 124,268 49,026 173,294 (3,473) -- 169,821 -------- ------- -------- ------ ------ --------Operating income (loss).......... 11,158 (2,035) 9,123 (3,706) -- 5,417Interest expense................. 18,126 7,753 25,879 2,869 (7,400) 21,348Other (income) expense, net...... (1,651) -- (1,651) (174) -- (1,825) -------- ------- -------- ------ ------ --------Income (loss) before income taxes (5,317) (9,788) (15,105) (6,401) 7,400 (14,106)Income taxes (benefit)........... (1,386) (1,833) (3,219) (1,132) -- (4,351)Dividend requirement for Exchangeable Preferred Stock... (14,586) -- (14,586) -- 138 (14,448) -------- ------- -------- ------ ------ --------Income (loss) from continuing operations Applicable to common shares.... (18,517) (7,955) (26,472) (5,269) 7,538 (24,203) ======== ======= ======== ====== ====== ========</TABLE>(1) Represents the net effect of the Completed Transactions, except the 1999 Offering and the Preferred Redemption, as if each transaction had taken place on January 1, 1998. Prior to the acquisition dates, Citadel Communications operated many of the acquired stations under a JSA or LMA. Citadel Communications receives fees for such services. Includes net revenue and station operating expenses for stations operated under JSAs to reflect ownership of the stations as of January 1, 1998. Net revenue and station expenses for stations operated under LMAs are included in Citadel Communications' historical consolidated financial statements. For those stations operated under JSAs or LMAs and subsequently acquired, associated fees and redundant expenses were eliminated and estimated occupancy costs were included to adjust the results of operations to reflect ownership of the stations as of January 1, 1998. Dollars in the table below are shown in thousands.<TABLE><CAPTION> PORTSMOUTH/ CHARLESTON/ REPAYMENT DOVER/ BINGHAMTON/ BATON OTHER OF THE OFFERING THE ROCHESTER/ MUNCIE/ ROUGE/ SAGINAW/ ACQUISITIONS CREDIT OF THE COMPLETED PORTLAND KOKOMO LAFAYETTE BAY CITY AND FACILITY 9-1/4% TRANS- ACQUISITION ACQUISITION ACQUISITION ACQUISITION DISPOSITIONS(a) (b) NOTES (c) ACTIONS ----------- ----------- ----------- ----------- --------------- --------- --------- -------<S> <C> <C> <C> <C> <C> <C> <C> <C>Net revenue 13,642 16,500 7,331 6,981 2,537 -- -- 46,991Station operating expenses 8,676 11,051 5,170 4,447 1,398 -- -- 30,742Depreciation and amortization 5,853 5,367 2,914 2,421 1,729 -- -- 18,284 ------- ------- ------ ----- ------ ------ ------ ------- Operating expenses 14,529 16,418 8,084 6,868 3,127 -- -- 49,026Operating income (loss) (887) 82 (753) 113 (590) -- -- (2,035)Interest expense 5,358 5,063 -- -- 445 (4,487) 1,374 7,753 ------- ------- ------ ----- ------ ------ ------ -------Income (loss) before income taxes (6,245) (4,981) (753) 113 (1,035) 4,487 (1,374) (9,788)Income taxes (benefit) (1,328) -- (505) -- -- -- -- (1,833) ------- ------- ------ ----- ------ ------ ------ -------Income (loss) from continuing Operations (4,917) (4,981) (248) 113 (1,035) 4,487 (1,374) (7,955) ======= ======= ====== ===== ====== ====== ====== =======</TABLE>(a) Represents the net effect of the Carlisle Acquisition, the Capstar Transactions, the Boise Acquisition, the Wilkes-Barre/Scranton Acquisitions, the disposition of WEST-AM in Allentown/Bethlehem, the acquisition of KAAY-AM in Little Rock and the Quincy Sale.(b) Represents the repayment of outstanding borrowings under Citadel Broadcasting's credit facility with the proceeds from the Citadel Communications' initial public offering.(c) Reflects the recording of the net increase in interest expense and the amortization of deferred financing costs of $3.5 million related to Citadel Broadcasting's 9-1/4% Senior Subordinated Notes due 2008. 7 9(2) Represents the net effect of the Pending Acquisition and the Pending Disposition as if each transaction had taken place on January 1, 1998. Dollars in the table below are shown in thousands.<TABLE><CAPTION> PENDING ACQUISITION AND PENDING PENDING PENDING DISPOSITION ACQUISITION DISPOSITION ----------- ----------- ----------------<S> <C> <C> <C>Net revenue (15,379) 8,200 (7,179)Station operating expenses (13,611) 6,240 (7,371)Depreciation and amortization (1,372) 5,445 4,073Corporate general and administrative (175) -- (175) ------- ------- ------ Operating expenses (15,158) 11,685 (3,473)Operating income (loss) (221) (3,485) (3,706)Interest expense (2,194) 5,063 2,869Other (income) expense (174) -- (174) ------- ------- ------Income (loss) before income taxes 2,147 (8,548) (6,401)Income taxes (benefit) -- (1,132) (1,132) ------- ------- ------Income (loss) from continuing operations 2,147 (7,416) (5,269) ======= ======= ======</TABLE> 8 10 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, asamended, the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized. CITADEL COMMUNICATIONS CORPORATIONDate: December 3, 1999 By: /s/ Lawrence R. Wilson ----------------------------------------- Lawrence R. Wilson Chairman, Chief Executive Officer and President
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