Citadel Broadcasting (CDL)
Q4 2005 Earnings Conference Call
February 23rd 2006, 9:00 AM.

Executive:

Patricia Stratford, Acting CFO
Farid Suleman, Chairman and CEO
Judy Ellis, President and COO
Mike, Citadel Broadcasting Corp.

Analysts:

Victor Miller, Bear Stearns
Eileen Furukawa, Citigroup
Jason Helfstein, CIBC
Mark Wings, Goldman Sachs
Lorraine Mancini, Merrill Lynch
Anthony Derementhy, Lyman brother
Joanne Martin, Gramathy Capital
Jason Helfstein, CIBC

Presentation

Operator

Welcome to the Citadel Broadcasting’s 2005 Fourth Quarter Earnings Release Teleconference. Today’s call is being recorded. At this time, I would like to turn the call over to Patricia Stratford. Please go ahead.

Patricia Stratford, Chief Financial Officer

Good morning and thank you for joining us for Citadel’s 2005 fourth quarter earnings call. Joining me for today’s discussion are Farid Suleman, Chairman and CEO; and Judy Ellis, President and COO. I will review the financial results, followed by Farid and Judy. We will then open the call for questions.

Let me note that statements on this conference call relating to matters which are not historical facts are forward-looking statements. Forward-looking statements involve risks and uncertainties which could cause actual results to differ. Risks and uncertainties are disclosed in Citadel Broadcasting’s securities filings and at the end of our press release. This earnings release and other information related to the presentation can be found on Citadel’s corporate website on the Internet under the address of www.citadelbroadcasting.com. I will cover our 2005 fourth quarter results and then turn the call over to Farid.

Net revenues for the fourth quarter of 2005 were $108.3 million, a decrease of approximately $1.5 million or 1% compared to the prior year’s fourth quarter. The decrease in revenues was principally due to lower revenue from political advertiser in 2005 compared to 2004, which declined by 2.9 million. Net revenues in the fourth quarter of 2005 were also affected by damage sustained at the Company’s stations in the New Orleans market as a result of Hurricane Katrina in August, 2005. Revenues were higher in certain of the Company’s market including stations in Allentown Pennsylvania, Modesto California and Tucson Arizona.

Our operating income for the fourth quarter was $35 million, compared to $27.1 million for the same period in 2004, an increase of $7.9 million. This increase was primarily due to a decrease in depreciation and amortization expense since the company advertiser base assets were substantially fully amortized as of December 31, 2004.

On a station operating income, which we define as operating income plus depreciation and amortization, local marketing agreement fees, corporate General and Administrative expenses, other net and other non-cash expenses were $45.9 million in Q4 of 2005 compared to $48.2 million in 2004, a decrease of 2.3 million.

Net interest expense for the fourth quarter was $6.1 million compared to $3.9 million, an increase of $2.2 million compared to the same period last year. The increase in interest expense was due to an increase in outstanding borrowing and higher interest rate under the Company’s senior credit facility.

Net income for the quarter ended December 31, 2005, was $16.8 million or $0.14 per basic share, as compared to $30.8 million or $0.11 per basic share for the same period in 2004. On a fully diluted basis, net income per share was $0.13 in Q4 of ‘05 compared to $0.10 per diluted share in 2004.

Basic outstanding shares for the quarter ended December 31, 2005 were approximately $140.7 million, compared to $126.2 million for the same period in 2004 and diluted shares outstanding were approximately $131 million, compared to $142 million.

Our free cash flow, which we define as operating income plus depreciation, amortization, other net and non-cash expenses, less interest expense, excluding amortization of debit issuance costs, capital expenditures and cash taxes, were $34.5 million for the fourth quarter of 2005, compared to $39 million for the fourth quarter of 2004, a decrease of $4.5 million. The decrease was due to lower station operating income and an increase in interest expense.

Our capital expenditure were approximately $2 million for the fourth quarter and $8.1 million for the year. We’ve reported depreciation and amortization expense of approximately $5.5 million for the quarter and approximately $22.3 million for the year. During 2005, we’ve repurchased approximately 12.1 million share to our common stock for approximately $160.8 million.

Since the inceptions of the repurchase program, we have repurchased approximately $19.8 million shares of our common stock or approximately 15% of our outstanding stock.

As a result shares outstanding as of December 31, 2005 were down to $114 million, a reduction of 8.7%, compared to $124.9 million shares outstanding as of December 31, 2004. Finally, our debt outstanding as of December 31, 2005 is approximately $663 million, compared to $616 million as of December 31, 2004. I will now turn the call over to Farid.

Farid Suleman, Chairman and Chief Executive Officer

Thanks Patty, just a couple of highlight from the fourth quarter. Yet our revenues were down 1.4% or about a $1.5 million. Political revenues were down from $3.3 million in last year’s quarter to about 400,000 this year so that accounted for about a $2.9 million decrease.

New Orleans revenues were down just under $1 million from last year, but were down significantly for where we would have expected to be because of the improvements we have made in New Orleans and finally, this was the last quarter of the turn comps until beginning with next year, we will have recycled through all of the stern comps, we feel good about that. But in spite of all the above for the full year, our revenues were up 2% our station operating income and our EBITDA was up 4%.

Our free cash flow went up from a 136 million to a 138 million, and with the decline satisfied in our shares outstanding of 8.7%, we have yet another year of free cash flow for share increase of over 10%. And in light of everything that happened this year we were really proud of those results. Looking into 2006, we expect revenue growth overall to be stronger in 2006 than we had in 2005, this is excluding any acquisitions, and we would expect another double-digit free cash flow for share growth.

This is in spite of obviously returning 5%, dividends to our shareholders we have already had two dividends in place already. The phasing for the first quarter right now is over 2% increase, January and February have both looked like they are going to finish at or slightly over 2%, so we feel good about the phasing for the first quarter at the levels we have indicated.

We would expect the phasing to improve in the second half of the year because of obviously the easier comps and no political. We’ve recycled the stern stations both in terms of ratings and revenues now, and New Orleans will obviously beginning with end of August and September, we will have that in the comps, but overall revenues also increasing in New Orleans as each month goes by. Also from national category, as everybody knows some people reduce their radio commitments significantly beginning with May of last year, so beginning with May of this year home people will not be in the constant game, even though their indications that home people are actually coming back to persist some good orders in the first quarter in our Southeast market already. So overall we feel good about 2006, and we think it will be a better year than 2005, and with 5% dividend we expect our shareholders to get a nice return. Judy will add a little more color in terms of specific categories in some programming changes as made.

Judy Ellis, President and Chief Operating Officer

Thank you Farid, we recently made changes in method tendency, we added a classic rock radio station, that radio station is now number 22554, in Birmingham we launched a Herban AC that also is a top fly on key demos, changes that we’ve made in Harrisburg have resulted in gains in all of the stations there.

Recently we have made changes in Lansing, we changed one of our oldies radio stations to a CHR doing quite well, and in the last month we’ve launched three Black Rock radio stations in Baton Rouge, Little Rock and Esculenta. In fourth quarter the categories that were up were banking, insurance, restaurants, and fast food, entertainment and gaming. Gaming is an interesting category because we have radio stations in market with Indian Casinos that Albuquerque, Providence, Buffalo, Louisiana, Tucson, Modesto, Deccan they have budgets for constant events in new casinos and the competitive trending of resale for debt. Down categories in fourth quarter were auto, telecom and home improvements. In first quarter, we’re seeing increases in telecom lead by AT&T and Alltel, insurance, entertainment and once again gaming. Auto was down home improvement is down. We’re seeing some hot categories along with gaming is furniture, mortgage, department stores, media, cable, medical which include clinic, centralized surgery growth studies, prescriptive drugs, and in terms of request for avail we are seeing an increase in 10s and 15s request for 10s and 15s not so much for 30s and that’s it. Okay thank you.

Judy Ellis, President and COO

Okay, thank you Judie. I just want to give a quick overview of obviously of the biggest transaction was made at Citadel the merger with ABC Radio. We’re obviously limited to what we can discuss about that at this position, about the merger and I just want to review of the basic terms so that everybody is aware of what the deal was. Citadel is going to merge with ABC Radio in a reverse more stress transaction, the transaction values, ABC Radio including the network at $2.7 billion the consideration is made up of $1.4 billion in cash and $1.3 billion in stock. The average stock price of Citadel stock prior to and that was configured by prior to the signing of the deal was $12.68 so that’s midpoint of a color that is structured around the deal.

There is a minimum of a $2.46 dividend to every Citadel shareholder at closing and that dividend can go up, if the stock price during the measurement period at closing is over 12.68. If the stock price is below 12.68 there is an adjustment to increase the cash portion of the deal by a maximum of $250 million. The combined company will be cultured on communications, the merger creates a largest show play radio operator 2007 revenues that are expected to be over a $1 billion. This was significantly increased the scope of the combined company. The top 9 markets of ABC include five of the top five markets combined with Citadel mid-sized market I think create a great platform. The national ABC Radio network is a great radio network and we were very proud and we look forward to working with that, clearly the merger will enhance syndication possibilities and really diversified revenues, not just from stations but also from the network and syndication.

We would, clearly the leverage would be higher, however we have provided for a comparable dividend in terms of percentage. So, if for example we adjust the stock price with a special dividend of $2.46. Our current intentions are that we will continue with $0.50 type dividend, which would give us similar yield adjusted for the special dividend. So, really very, very excited about the merger there are great stations, great management in the combination will make the combined company a very, very strong and powerful radio company going forward. And I think with that, we’ll turn it over for questions.

Operator, can you open all the questions.

Questions &Answers

Operator

If you would like to ask a question, please press the “*” and “1″ on your touchtone phone. You may withdraw you question by pressing the “#” key. Once again to ask a question please press the “*” and “1″. We’ll take our first question from Victor Miller of Bear Stearns. Please go ahead.

Q - Victor Miller

Hi good morning Farid.

A - Farid Suleman

Good morning.

Q - Victor Miller

You know obviously you just talked about that the 246 special dividend you could even then higher than that for stock silver 12.68 I believe, investors still continue to get the dividend at the rate of $0.72 annually till that point, probably going to establish at similar type of yield after the deal closes. Then I want to ask you, can you repurchase shares through the closing and the fact that adjust a share debt mix by the time you close? And secondly, a little bit more on what you were just talking about? You ran a large market radio group and the radio network, what operational opportunity do you see, you know, immediately available to you, you know what once this deal closes, I imagine still targeted October or so? Thanks.

A - Farid Suleman

Thanks Victor. I guess those are all the questions all-in-one. So we should probably end after your question. First, it’s really good point, the bio Citadel or Non-Citadel share today. We’ll get several $0.18 a quarter dividend and we expect the deal to close by the fourth quarter. So there is at least 3 more dividends, that they will get of $0.18 or $0.54 over the next three period. We can continue to buyback our stock in the interim, there are limitations obviously during the third and the size. But clearly, we can and we will continue to do so in the interim. In terms of the major market I think, there are 2 parts to the ABC Group that makes you very powerful from a radio station perspective.

One is the fact that they have really very, very strong powerful AM stations, and in today’s environment you know, maybe even competing with that live radio. You want to be in a local content driven area and the combination of news, talk sports makes those AM which are up, which are more than 50% of the pensions are very, very powerful element in the field. And even on the FM station they are very strong stations you know, all work in the major markets, we know what the benefits are of personality driven station. So, whether its New York, or Los Angeles or Dallas you can see even in Minneapolis every single ABC station is very powerful driven, FM personality session so, we’re very excited about that and we hosted the combination of all of the forces that we bring together here we’ll make for you know, really this is going to be a not a revenue growth opportunity. You know whenever we talked about synergies, to us the synergies is not about a one-time cost cutting. It is about using the combined resources of both companies, and both companies have really good, very experienced management, we have very good platform, we have the biggest market with the coast to coast coverage with what we call the hot end and the state capitals for Citadel stations for instance. They create a great platform. And really the real synergy is, you will be able to continue to attract personalities and management at all levels of the companies. So, that’s very exciting.

The network I think is the huge opportunity. You know in addition to providing for really good revenue growth it really provides for the ABC’s News I think, it’s one of the best Radio news in the business, a lot of out stations have it, every one of our serial stations is going to have it going forward. The ABC Radio News is going to be huge affiliation to its ESPN it’s going to be very powerful here. So, the network is really a very, very exciting opportunity for us to grow. You know a lot of personalities in the big market, small market, all one of it’s indicated to have a platform of large markets and medium sized market combined make launching of such personalities a lot easier because you can have them tested in some market that are owned in our budget and then, as soon as they’re successful in that ratings, you could launch them through the network very quickly. So I think it’s going to be a win-win, both from a network and a radio station perspective.

Q - Victor Miller

Thanks Farid.

Operator

Okay our next question from Eileen Furukawa from Citigroup. Please go ahead.

Q - Eileen Furukawa

Hi, thanks for taking the question. Just a couple of quick questions, following your transaction, are you going to considered divesting in some of your non-market stations to better focus on you core new large market station? And also post merger if you are starting you are going to continue to be the turning to cash flow to your shareholders even beyond that dividend by implementing any, should we expect to see even post merger you continue to buyback your share on a regular base, and then my final question is on expenses, we’ve seen some of the appeared and talk about reinvesting in the business this year and raising their expenses to about historical rates, and we are wondering whether or not you are planning to do so? Thanks

A - Farid Suleman

Thanks Ellen. Just to, I’ll try and I think I made a note of all of your question but if I missed just come back. As far as the divestures are concerned, we have been recently approached about certain markets that we would not considered our core market, and we clearly would divest of those. We have also in approach on a couple of fix that we have that really has not give cash flow but they were part of the growth really going forward, and right now in light of this merger clearly our efforts and management would be better directed at some more higher cash flow situation than sort of smaller and lower cash flow situations. So my guess is that you will see some divestures, some sooner, some in the course of the year, and we would predominately use that to pay down the leverage. In terms of the use of free cash flow going forward, clearly the first priority is maintaining the dividend, the second priority going forward is increasing that dividends as we go and the third priority would be to reduce leverage in the short-term. So my guess is that over the next couple of year we would be concentrating on the growth in free cash flow of paying down debt as well as using the higher incremental amounts of free cash flow to possibly including the dividends that will be the primary need. Remember we have no need to make acquisitions in time, so we are going to use, predominately we don’t need that much capacity or anything like that sort of to maintain, lower leverage to make acquisition so. We are going to use all our free cash flow predominantly to, including any divest features to pay down debt and then grow the dividends. Did I answer all your questions?

Q - Eileen Furukawa

Yeah, last question is whether or not, do you think you have to increase your expense growth about historical rate to be investing your business like some of your peers are doing this year?

A - Farid Suleman

I will let Judy also answer, my view is that we have been always investing and whenever we need to invest we will invest in our business, so I am not aware of any unusual, ratcheting up that we have to do going forward, but I mean as far I am concerned I am always looking for, what will I call redeploying costs away from administration and then into programming and sales. So we would continue to do that but I am not aware of anything of that situation.

A - Judy Ellis

No, we have never stopped marketing, we increased our marketing, where we think there’s going to be a return, we are currently doing research projects in 3 of our markets as we see. And there has never been a – we never turned that pass it off, so there is no reason, to get stronger, we do what we need to do, point to help of the radio station in the market.

A - Farid Suleman

And in fact I think because of this merger the amount of access to better programming, different programming, different personalities will be even more particularly for the sale outstation direct us what at the ABC brought at the radio network and at the ABC radio station. So I don’t see us venturing up anything in the next 12 months.

Q - Eileen Furukawa

Okay thanks you very much

Operator

Okay your next from Jason Helfstein from CIBC, please go ahead.

Q - Jason Helfstein

Thanks, three questions. First, you guys have an opinion on the convert, will you be able to keep that convert or is that going to happen to be cashed out as a result of the merger? And then refinance, question number 2, Farid, can you take us through the approval process, I think we saw something about the SEC, already on the wire but, just kind to give us a timeline of this different approval process you need including perhaps kind of business droving from the IRS? And then lastly I am not sure if you are going to want to speak to this but, ABC rating base on our calculation have been quite weak over the last few years, do you think of this as an opportunity and if so can you talk about perhaps your strategy thinking about rating of those stations? Thanks.

A - Farid Suleiman

Thank you Jason. In terms of the converge there is a very specific indenture that lays out all of the requirements and the definition is under the indenture where is the bonds will be comfortable lets go to fundamental change and both the company and the accounts of advice that this transaction will not result in a fundamental change and accordingly, we expect that convert to remain outstanding. The approval process, the most complex approval process will obviously be the IRS and that’s the one that will take the longest will believe and will colleague go into the fourth quarter. The SEC approval process because of the minimal no over lapse really is going to be relatively straight forward and the same will be true of the antitrust - approvals because we don’t have over lapse, so we don’t expect those two approvals to be other than standard 3 to 6 months approval process but the IRF ones could be 6 months or maybe a little longer. In terms of ratings, rating kind of go up and down, there is absolutely nothing fundamentally, structurally that has happened at ABC, my guess is that after a while when assets as though upward sale after a lot of the deals were changed and the due diligence kind of takes away some of the attention but I think John Haier and Mitch Donald are totally focused on the ratings and I think if anything there’s tremendous scope for improving the rating from here on so structurally there is nothing wrong, the business is inspiring and we expect the ratings to settle down and it grows from here.

Q – Jason Helfstein

Okay thank you.

Operator

We will go next to Mark Wings of Goldman Sachs, please go ahead

Q - Mark Wings

Great thank you. You cost on the radio network business, do you think that satellite has being spread in or across satellite terrestrial and then do you see the opportunities to maybe consolidate that talent across the industry either organically or via acquisition?

A - Farid Suleiman

It’s a very good question, I mean right now, you clearly have a competition from satellite in terms of attracting calendar away from radio, and obviously money is a big attraction. The good news is that I think based on statements from both companies; I think they want to focus now on producing cash flow rather than just increasing their expenses further. And the competition it’s top when somebody opens you know a better amount of money, you are not driven by short-term cash flow its hard to compete but my guess is that the platform that we have now really enables, what I think is more important is the development of new talent and the new talent I think will be, that development are current structure between ABC and Citadel will allow for more room to develop such talent and, there is already some really good talents within both the radio networks and the radio station so, it’s been hard to find really great talent, ABC and their network channels have some really good ones, ABC stations has some, we would expect that part of the business to improve significantly at the network level going forward, Judy you have any other views on that.

A - Judy Ellis

The opportunities for syndication needs to start at the local level and much here you are taking a personality like Riley and as we said there is a lot of great personalities at the local level with ABC and at Citadel so those are for opportunities for the future.

Q - Mark Wings

Okay, just one quick follow-up, in working with ABC in ‘06, how soon do you think you can begin to like implement changes to across the consolidated platform to position the business for ‘07, like other opportunities to do anything pre-closing?

A - Farid Suleiman

I think there will be opportunity to have discussion and exchange bureaus but clearly, we will not be making changes to each others stations right now. But everybody wants to do the right thing, and if discussions lead to certain changes or improvements across both firms we will clearly make those changes, but we don’t intend to make implement changes prior to closing, I think those just happened through discussions and what each management group does to their own radio group.

Q - Mark Wings

Right, thank you.

Operator

Once again if you would like to ask a question please press the “*” and “1″ on your touchtone phone, we’ll take a question from Lorraine Mancini of Merrill Lynch, go ahead.

Q - Lorraine Mancini

On your 1Q station, your numbers was substantial better than what we heard from some of your peers yesterday and I believe most of your acquisitions already they are going during your same station numbers which may dissolve for up if I am not mistaken, so can you discuss what some of the drivers are is it rate, is it occupancy, is it market size, what do you think is making your growth much stronger in 1Q?

A - Farid Suleiman

Our markets are sort of where we do business, and right now the growth is across both, locally does and I think might have nationally thus also right now, slightly. I think it is a function of what we’ve been doing all along throughout the year in terms of programming improvement and improving our management, improving our sales, so it’s sort of across the board, I don’t think there is ...