10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

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:        001-14461

Audacy, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	23-1701044
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania 19103

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒	Emerging growth company	☐
Non-accelerated filer	☐	Smaller reporting company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act and Section 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $.01 per share	AUD	New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class A common stock, $0.01 par value – 146,302,307 Shares Outstanding as of April 30, 2023

Class B common stock, $0.01 par value – 4,045,199 Shares Outstanding as of April 30, 2023

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AUDACY, INC.

INDEX

Table of Contents		Page
	Part I – Financial Information
Item 1	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 3	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4	Controls and Procedures	40
	Part II – Other Information
Item 1	Legal Proceedings	40
Item 1A	Risk Factors	41
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3	Defaults Upon Senior Securities	42
Item 4	Mine Safety Disclosures	42
Item 5	Other Information	42
Item 6	Exhibits	43
	Signatures	44

Private Securities Litigation Reform Act Safe Harbor Statement

In addition to historical information, this report contains statements by us with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

Forward-looking statements are presented for illustrative purposes only and reflect our current expectations concerning future results and events. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, without limitation, any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

You can identify forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,” “intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” “could,” “would,” “should,” “seeks,” “estimates,” “predicts” and similar expressions which identify forward-looking statements, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecasted or anticipated in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We undertake no obligation to update these statements or publicly release the result of any revision(s) to these statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

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PART I

FINANCIAL INFORMATION

ITEM 1.     Financial Statements

AUDACY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

	MARCH 31, 2023		DECEMBER 31, 2022
ASSETS:
Cash	$	83,773	$	103,344
Accounts receivable, net of allowance of $9,391 in 2023 and $9,425 in 2022	220,432		261,357
Prepaid expenses, deposits and other	90,324		72,350
Total current assets	394,529		437,051
Investments	3,005		3,005
Net property and equipment	347,477		344,690
Operating lease right-of-use assets	211,259		211,022
Radio broadcasting licenses	2,084,269		2,089,226
Goodwill	63,915		63,915
Assets held for sale	5,842		5,474
Other assets, net of accumulated amortization	119,730		130,510
TOTAL ASSETS	$	3,230,026	$	3,284,893
LIABILITIES:
Accounts payable	$	9,507	$	14,002
Accrued expenses	80,880		72,488
Other current liabilities	64,419		80,549
Operating lease liabilities	39,195		40,815
Total current liabilities	194,001		207,854
Long-term debt	1,881,363		1,880,362
Operating lease liabilities, net of current portion	201,824		196,654
Net deferred tax liabilities	444,631		453,378
Other long-term liabilities	22,545		26,026
Total long-term liabilities	2,550,363		2,556,420
Total liabilities	2,744,364		2,764,274
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY:
Class A common stock $0.01 par value; voting; authorized 200,000,000 shares; issued and outstanding 146,219,399 and 141,159,834 shares at March 31, 2023 and December 31, 2022 respectively	1,463		1,412
Class B common stock $0.01 par value; voting; authorized 75,000,000 shares; issued and outstanding 4,045,199 shares at March 31, 2023 and December 31, 2022	40		40
Class C common stock $0.01 par value; non voting; authorized 50,000,000 shares; no shares issued and outstanding	—		—
Additional paid-in capital	1,678,554		1,676,843
Accumulated deficit	(1,196,497)		(1,160,618)
Accumulated other comprehensive income	2,102		2,942
Total shareholders' equity	485,662		520,619
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,230,026	$	3,284,893

See notes to condensed consolidated financial statements.

1

AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands, except share and per share data)

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2023		2022
NET REVENUES	$	259,635	$	275,295
OPERATING EXPENSE:
Station operating expenses	233,927		227,045
Depreciation and amortization expense	17,442		13,539
Corporate general and administrative expenses	25,298		25,911
Restructuring charges	2,421		886
Impairment loss	5,050		1,521
Net gain on sale or disposal	(12,404)		(2,458)
Other expenses	110		350
Total operating expense	271,844		266,794
OPERATING INCOME (LOSS)	(12,209)		8,501
NET INTEREST EXPENSE	32,381		23,471
OTHER (INCOME) EXPENSE	—		—
(LOSS) BEFORE TAXES (BENEFIT)	(44,590)		(14,970)
TAX (BENEFIT) EXPENSE	(8,689)		(3,897)
NET LOSS	(35,901)		(11,073)
NET LOSS PER SHARE - BASIC	$	(0.25)	$	(0.08)
NET LOSS PER SHARE - DILUTED	$	(0.25)	$	(0.08)
WEIGHTED AVERAGE SHARES:
Basic	141,114,573		138,122,432
Diluted	141,114,573		138,122,432

See notes to condensed consolidated financial statements.

2

AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED
	March 31,
	2023		2022
NET LOSS	$	(35,901)	$	(11,073)
OTHER COMPREHENSIVE INCOME, NET OF TAXES:
Net unrealized (loss) gain on derivatives, net of taxes (benefit)	(840)		1,223
COMPREHENSIVE LOSS	$	(36,741)	$	(9,850)

See notes to condensed consolidated financial statements.

3

AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

(unaudited)

	Common Stock						Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2022	141,159,834	$	1,412	4,045,199	$	40	$	1,676,843	$	(1,160,618)	$	2,942	$	520,619
Net loss	—	—		—	—		—		(35,901)		—		(35,901)
Compensation expense related to granting of stock awards	5,871,732	59		—	—		1,890		—		—		1,949
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	—	—		—	—		—		—		—		—
Purchase of vested employee restricted stock units	(812,167)	(8)		—	—		(119)		—		—		(127)
Payment of dividends on common stock	—	—		—	—		(60)		—		—		(60)
Dividend equivalents, net of forfeitures	—	—		—	—		—		22		—		22
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(840)		(840)
Balance, March 31, 2023	146,219,399	$	1,463	4,045,199	$	40	$	1,678,554	$	(1,196,497)	$	2,102	$	485,662

4

AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

(unaudited)

	Common Stock						Additional Paid-in Capital		(Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2021	140,060,355	$	1,401	4,045,199	$	40	$	1,671,195	$	(1,020,142)	$	(289)	$	652,205
Net income (loss) available to the Company	—	—		—	—		—		(11,073)		—		(11,073)
Compensation expense related to granting of stock awards	(59,352)	(1)		—	—		2,699		—		—		2,698
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	61,009	1		—	—		176		—		—		177
Purchase of vested employee restricted stock units	(621,876)	(6)		—	—		(1,833)		—		—		(1,839)
Payment of dividends on common stock	—	—		—	—		(174)		—		—		(174)
Dividend equivalents, net of forfeitures	—	—		—	—		—		202		—		202
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		1,223		1,223
Balance, March 31, 2022	139,440,136	$	1,395	4,045,199	$	40	$	1,672,063	$	(1,031,013)	$	934	$	643,419

See notes to condensed consolidated financial statements.

5

AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED MARCH 31,
	2023		2022
OPERATING ACTIVITIES:
Net loss	$	(35,901)	$	(11,073)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	17,442		13,539
Net amortization of deferred financing costs (net of original issue discount and debt premium)	1,008		1,002
Net deferred taxes (benefit) and other	(8,442)		(4,039)
Provision for bad debts	471		49
Net (gain) loss on sale or disposal	(12,404)		(2,458)
Non-cash stock-based compensation expense	1,949		2,698
Deferred compensation	292		(1,725)
Impairment loss	5,050		1,521
Change in fair value of contingent consideration	—		282
Accounts receivable	40,454		48,135
Prepaid expenses and deposits	(17,974)		(18,574)
Accounts payable and accrued liabilities	(9,134)		(9,202)
Accrued interest expense	(1,660)		(1,454)
Other long-term liabilities	(3,773)		(3,481)
Net cash (used in) provided by operating activities	(22,622)		15,220
INVESTING ACTIVITIES:
Additions to property, equipment and software	(13,618)		(14,522)
Proceeds from sale of property, equipment, intangibles and other assets	16,866		2,464
Net cash provided by (used in) investing activities	3,248		(12,058)

6

AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED MARCH 31,
	2023		2022
FINANCING ACTIVITIES:
Payments of long-term debt	(10)		—
Payments of revolving senior debt	—		(22,727)
Proceeds from issuance of employee stock plan	—		177
Purchase of vested employee restricted stock units	(127)		(1,839)
Payment of dividend equivalents on vested restricted stock units	(60)		(174)
Net cash (used in) provided by financing activities	(197)		(24,563)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(19,571)		(21,401)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	103,344		59,439
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	83,773	$	38,038
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	32,692	$	23,616
Income taxes	$	239	$	(15,201)

See notes to condensed consolidated financial statements.

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AUDACY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2023 AND 2022

1.    BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

Audacy, Inc. (formerly Entercom Communications Corp.) was formed as a Pennsylvania corporation in 1968. On April 9, 2021, the Company changed its name to Audacy, Inc. and changed its New York Stock Exchange ticker symbol from "ETM" to "AUD."

The interim unaudited condensed consolidated financial statements included herein have been prepared by Audacy, Inc. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 16, 2023, as part of the Company’s Annual Report on Form 10-K (the "2022 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2022 Annual Report.

Going Concern

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the current macroeconomic conditions and determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying unaudited consolidated financial statements are issued.

Current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including rising inflation and interest rates, significant volatility in financial markets, decreases in advertising revenue, and increased competition for advertising expenditures, which have had, and are expected to continue to have, a material adverse effect on the Company’s forecasted revenue. As a result, management continues to execute on cash management and strategic operational plans to manage liquidity and debt covenant compliance, including evaluating contractual obligations and workforce reductions, managing operating expenses, divesting non-strategic assets of the Company, and initiating a variety of transactions to manage the Company’s liabilities, which could include extending maturities or otherwise reorganizing the Company’s debt to decrease overall leverage. The Company is unable to predict with certainty the impact that the current macroeconomic conditions will have on its ability to consummate these transactions or maintain compliance with the financial covenants contained in the Company’s debt agreements.

As of March 31, 2023, the Company was in compliance with such debt covenants. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, and its forecasted business plan in light of current macroeconomic conditions. The Company’s current forecast of future revenue over the next twelve months indicates that such revenue is unlikely to be sufficient for the Company to be able to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable. This could require the Company to obtain waivers or amendments in order to maintain compliance, and there can be no assurance that any such waiver or amendment would be available on acceptable terms or at all. If the Company is unable to obtain necessary waivers or amendments and its debt is accelerated, there can be no assurance that the Company would be able to obtain replacement financing or to satisfy its obligations. This uncertainty surrounding compliance with the Company’s debt covenants raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements.

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The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary course of business. As such, they do not include any adjustments to the recoverability and reclassification of recorded amounts that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2022 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows.

2.    BUSINESS COMBINATIONS AND EXCHANGES

The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed as incurred for book purposes and amortized for tax purposes.

2023 Dispositions

During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $12.4 million.

2022 Dispositions

During the second quarter of 2022, the Company entered into an agreement with a third party to dispose of land, and equipment in Houston, Texas. In aggregate, these assets had a carrying value of approximately $4.2 million. In the third quarter of 2022, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $10.6 million in the third quarter of 2022.

During the third quarter of 2022, the Company entered into an agreement to dispose of land and equipment in Nevada. On November 2, 2022 the Company completed the sale of land and equipment for $39.1 million cash and reported a gain of approximately $35.3 million.

Beasley Exchange

On December 22, 2022, the Company completed a transaction with Beasley Media Group Licenses, LLC and Beasley Media Group, LLC. ("Beasley") in which the Company exchanged its Station KXTE located in Pahrump, Nevada for Beasley's Station KDWN located in Las Vegas, Nevada (the "Beasley Vegas Exchange"). The Company and Beasley began programming the respective stations under local marketing agreements ("LMAs") on November 14, 2022. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with station KXTE (the "divested station") and included net revenues and station operating expenses associated with station KDWN (the "acquired station").

Upon completion of the Beasley Vegas Exchange, the Company: (i) removed from its consolidated balance sheet the assets of the divested station; (ii) recorded the assets of the acquired station at fair value; and (iii) recognized a loss on the exchange of approximately $2.0 million.

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The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired.

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	535
Total tangible property	$	535
Radio broadcasting licenses	2,002
Total intangible assets	$	2,002
Total assets	$	2,537

3.    RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Costs to exit duplicative contracts	$	395	$	—
Workforce reduction	1,860		721
Other restructuring costs	166		165
Total restructuring charges	$	2,421	$	886

Restructuring Plan

During the first quarter of 2023, the Company initiated a restructuring plan to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the current macroeconomic conditions. The restructuring plans primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the current macroeconomic conditions.

The estimated amount of unpaid restructuring charges as of March 31, 2023 includes amounts in accrued expenses that are expected to be paid in less than one year.

	Three Months Ended March 31, 2023		Twelve Months Ended December 31, 2022
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,750	$	2,623
Additions	2,421		10,008
Payments	(1,720)		(9,881)
Restructuring charges unpaid and outstanding	3,451		2,750
Restructuring charges - current portion	$	3,451	$	2,750

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4.    REVENUE

Spot Revenues

The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company's performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Digital Revenues

The Company provides targeted advertising through the sale of streaming and display advertisements on its national platforms, audacy.com and eventful.com, the Audacy ® app, and its station websites. Performance obligations include delivery of advertisements over the Company's platforms or delivery of targeted advertisements directly to consumers. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Through its podcast studio, Cadence 13, LLC. ("Cadence13"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Through its podcast studio, Pineapple Street Media LLC ("Pineapple"), the Company creates podcasts, for which it earns production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the term of the production contract.

Network Revenues

The Company sells air-time on the Company's Audacy Audio Network. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Sponsorship and Event Revenues

The Company sells advertising space at live and local events hosted by the Company across the country. The Company also earns revenues from attendee-driven ticket sales and merchandise sales. Performance obligations include the presentation of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, when the event occurs and the performance obligations are satisfied.

The Company also sells sponsorships including, but not limited to, naming rights related to its programs or studios. Performance obligations include the mentioning or displaying of the sponsors' name, logo, product information, slogan or neutral descriptions of the sponsors' goods or services in acknowledgement of their support. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included.

Other Revenues

The Company earns revenues from on-site promotions and endorsements from talent. Performance obligations include the broadcasting of such endorsement at specifically identifiable days and dayparts or at various local events. The Company recognizes revenue at a point in time when the performance obligations are satisfied.

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The Company earns trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. The Company includes the value of such exchanges in both net revenues and station operating expenses. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received.

Contract Balances

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.3 million and $0.8 million as of March 31, 2023 and December 31, 2022, respectively.

Description	March 31, 2023		December 31, 2022
	(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	$	219,164	$	260,509
Unearned revenue - current	13,527		13,687
Unearned revenue - noncurrent	385		403

Changes in Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (billed or unbilled), and customer advances and deposits (unearned revenue) on the Company’s condensed consolidated balance sheet. At times, however, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to consideration received in advance from customers on certain contracts. For these contracts, revenue is recognized upon satisfaction of the underlying performance obligations. The contract liabilities are reported on the condensed consolidated balance sheet on a contract-by-contract basis at the end of each respective reporting period within other current liabilities and other long-term liabilities.

Significant changes in the contract liabilities balances during the period are as follows:

	Three Months Ended March 31, 2023
Unearned Revenue	(amounts in thousands)
Beginning balance on January 1, 2023	$	14,090
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(447)
Additions, net of revenue recognized during period	269
Ending balance	$	13,912

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Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source:

	Three Months Ended March 31,
	2023		2022
Revenue by Source	(amounts in thousands)
Spot revenues	$	159,309	$	175,135
Digital revenues	56,925		58,039
Network revenues	19,868		21,141
Sponsorships and event revenues	12,444		10,327
Other revenues	11,089		10,653
Net revenues	$	259,635	$	275,295

5.    LEASES

Leasing Guidance

The Company recognizes the assets and liabilities that arise from leases on the commencement date of the lease. The Company recognizes the liability to make lease payments as a lease liability, as well as a right-of-use ("ROU") asset representing the right to use the underlying asset for the lease term, on the condensed consolidated balance sheet.

Lease Expense

The components of lease expense were as follows:

Lease Cost	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Operating lease cost	$	12,304	$	12,585
Variable lease cost	2,850		2,904
Total lease cost	$	15,154	$	15,489

Supplemental Cash Flow

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31,
	2023		2022
Description	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,469	$	13,610
Right-of-use assets obtained in exchange for lease obligations
Operating leases (1)	$	16,476	$	2,769

(1) As of March 31, 2023, the Company has not entered into any leases that have not yet commenced.

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6.    INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized for book purposes. They may, however, be amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of the reporting unit, then a charge is recorded to the results of operations.

The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 14, Assets Held For Sale, for additional information.

	Broadcasting Licenses Carrying Amount
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,089,226	$	2,251,546
Disposition of radio stations (See Note 2)	—		(4,377)
Acquisitions (See Note 2)	—		2,002
Loss on impairment	—		(159,089)
Assets held for sale (See Note 14)	(4,957)		(856)
Ending period balance	$	2,084,269	$	2,089,226

The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information.

	Goodwill Carrying Amount
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,588	$	1,062,723
Accumulated loss on impairment as of January 1,	(998,673)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	63,915		82,176
Loss on impairment	$	—	(18,126)
Measurement period adjustments to acquired goodwill (See Note 2)	—		(135)
Ending period balance	$	63,915	$	63,915

Broadcasting Licenses Impairment Test

The Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for its FCC broadcasting licenses, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was not warranted.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods.

There were no events or changes in circumstances since the previous annual impairment assessment conducted that indicated an interim review of broadcasting licenses was required.

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Goodwill Impairment Test

The Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was not warranted.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods.

There were no events or changes in circumstances since the previous annual impairment assessment conducted that indicated an interim review of goodwill was required.

7.    OTHER CURRENT LIABILITIES

Other current liabilities consist of the following as of the periods indicated:

	Other Current Liabilities
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Accrued compensation	$	14,996	$	25,730
Accounts receivable credits	3,843		4,333
Advertiser obligations	8,642		6,465
Accrued interest payable	13,273		14,933
Unearned revenue	13,527		13,687
Accrued sports rights	163		3,397
Accrued benefits	5,644		7,640
Non-income tax liabilities	1,877		1,804
Other	2,454		2,560
Total other current liabilities	$	64,419	$	80,549

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8.    LONG-TERM DEBT

Long-term debt was comprised of the following as of the periods indicated:

	Long-Term Debt
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Credit Facility
Revolver	$	180,000	$	180,000
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	1,046		1,116
	813,461		813,531
2027 Notes
6.500% notes due May 1, 2027	460,000		460,000
Plus unamortized premium	3,035		3,220
	463,035		463,220
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility	75,000		75,000
Other debt	44		23
Total debt before deferred financing costs	1,891,540		1,891,774
Deferred financing costs (excludes the revolving credit)	(10,177)		(11,412)
Total long-term debt, net of current debt	$	1,881,363	$	1,880,362
Outstanding standby letters of credit	$	7,488	$	5,909

(A) Senior Debt

The 2027 Notes

During 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.) ("Audacy Capital Corp."), issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes") under an Indenture dated as of April 30, 2019 (the "Base Indenture").

Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1, 2022, only a portion of the Initial 2027 Notes could be redeemed at a price of 106.500% of their principal amount plus accrued interest. On or after May 1, 2022, the Initial 2027 Notes may be redeemed, in whole or in part, at a price of 104.875% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest.

The Company used net proceeds of the offering, along with cash on hand and $89.0 million borrowed under its Revolver, to repay $425.0 million of existing indebtedness under the Company's term loan outstanding at that time (the "Term B-1 Loan").

In connection with this refinancing activity described above, during the second quarter of 2019, the Company: (i) wrote off $1.6 million of unamortized deferred financing costs associated with the Term B-1 Loan; (ii) wrote off $0.2 million of unamortized premium associated with the Term B-1 Loan; and (iii) recorded $3.9 million of new deferred financing costs which will be amortized over the term of the Initial 2027 Notes under the effective interest rate method.

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During the fourth quarter of 2019, the Company and its finance subsidiary, Audacy Capital Corp., issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). The Additional Notes were issued as additional notes under the Base Indenture, as supplemented by a first supplemental indenture, dated December 13, 2019 (the "First Supplemental Indenture"), and, together with the Base Indenture (the "Indenture"). As of December 31, 2021, the Additional Notes were treated as a single series with the $325.0 million Initial 2027 Notes (together, with the Additional Notes, the "Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional Notes were issued at a price of 105.0% of their principal amount, plus accrued interest from November 1, 2019. The unamortized premium on the Notes is reflected on the balance sheet as an addition to the Notes.

The Company used net proceeds of the Additional Notes offering to repay $96.7 million of existing indebtedness under the Company's Term B-1 Loan. Contemporaneous with this partial pay-down of the Term B-1 Loan, the Company replaced the remaining amount outstanding under the Term B-1 Loan with a Term B-2 loan (the "Term B-2 Loan").

In connection with this refinancing activity described above, during the fourth quarter of 2019, the Company: (i) wrote off $0.3 million of unamortized deferred financing costs associated with the Term B-1 Loan; and (ii) recorded $3.8 million of new deferred financing costs.

During the fourth quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the $325.0 million Initial 2027 Notes and the $100.0 million Additional Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. The premium on the Additional 2027 Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the 2027 Notes is reflect on the balance sheet as an addition to the 2027 Notes.

During the second quarter of 2022, the Company repurchased $10.0 million of its 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the 2027 Notes.

The Credit Facility

The Company's credit agreement (the "Credit Facility"), as amended, is comprised of a $250.0 million Revolver and a term B-2 loan (the "Term B-2 Loan").

The Company executed Amendment No. 4 which established a new class of revolving credit commitments from a portion of its existing revolving commitments with a later maturity date than the revolving credit commitments immediately prior to the effectiveness of the amendment. All but one of the original lenders in the Revolver agreed to extend the maturity date from November 17, 2022, to August 19, 2024.

As a result, approximately $227.3 million (the "New Class Revolver") of the $250.0 million Revolver has a maturity date of August 19, 2024, and approximately $22.7 million (the "Original Class Revolver") of the $250.0 million Revolver had a maturity date of November 17, 2022.

The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2023. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of March 31, 2023, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 times.

Failure to comply with the Company’s financial covenant or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Company’s Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt repayment could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates.

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As of March 31, 2023, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing. Refer to Note 1, Basis of Presentation And Significant Policies - Liquidity and Capital Resources, for additional information.

The 2029 Notes

During the first quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "2029 Notes"). Interest on the 2029 Notes accrues at the rate of 6.750% per annum and is payable semi-annually in arrears on March 31 and September 30 of each year.

The Company used net proceeds of the offering, along with cash on hand, to: (i) repay $77.0 million of existing indebtedness under the Term B-2 Loan; (ii) repay $40.0 million of drawings under the Revolver; and (iii) fully redeem all of its $400.0 million aggregate principal amount of 7.250% senior notes due 2024 (the "Senior Notes") and to pay fees and expenses in connection with the redemption.

In connection with this activity, during the first quarter of 2021, the Company: (i) recorded $6.6 million of new debt issuance costs attributable to the 2029 Notes; and (ii) $0.4 million of debt issuance costs attributable to the Revolver which will be amortized over the remaining term of the Revolver on a straight line basis. The Company also incurred $0.5 million of costs which were classified within refinancing expenses.

The Credit Facility - Amendment No. 5

On July 20, 2020, Audacy Capital Corp. entered into an amendment ("Amendment No. 5") to the Credit Agreement dated October 17, 2016 (as previously amended, the "Existing Credit Agreement" and, as amended by Amendment No. 5, the "Credit Agreement"), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 5, among other things:

(a) amended the Company's financial covenants under the Credit Agreement by: (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020; (ii) adding a new minimum liquidity covenant of $75.0 million until December 31, 2021, or such earlier date as the Company may elect (the "Covenant Relief Period"); and (iii) imposing certain restrictions during the Covenant Relief Period, including among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions;

(b) increased the interest rate and/or fees under the Credit Agreement during the Covenant Relief Period applicable to: (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and

(c) modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower's Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively.

The Credit Facility - Amendment No. 6

On March 5, 2021, Audacy Capital Corp. entered into an amendment ("Amendment No. 6") to the Credit Agreement dated October 17, 2016 (as previously amended, the “Existing Credit Agreement” and, as amended by Amendment No. 6, the “Credit Agreement”), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Under the Existing Credit Agreement, during the Covenant Relief Period the Company was subject to a $75.0 million limitation on investments in joint ventures, Affiliates, Unrestricted Subsidiaries and Non-Guarantor Subsidiaries (each as

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defined in the Existing Credit Agreement) (the “Covenant Relief Period Investment Limitation”). Amendment No. 6, among other things, excludes from the Covenant Relief Period Investment Limitation any investments made in connection with a permitted receivables financing facility. The Covenant Relief Period ended in the fourth quarter of 2021.

Accounts Receivable Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million Receivables Facility to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Credit Facility.

The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement entered into by and among Audacy Operations, Audacy Receivables as seller, the Investors, and DZ BANK, as agent; (ii) a Sale and Contribution Agreement, by and among Audacy Operations, Audacy NY, and Audacy Receivables; and (iii) a Purchase and Sale Agreement and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY.

Pursuant to the Purchase and Sale Agreement, the Originators (other than Audacy NY) have sold, and will continue to sell on an ongoing basis, their accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy NY. Pursuant to the Sale and Contribution Agreement, Audacy NY has sold and contributed, and will continue to sell and contribute on an ongoing basis, its accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to the Receivables Purchase Agreement, Audacy Receivables has sold and will continue to sell on an ongoing basis such accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments.

Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either the Secured Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin. Collections on the accounts receivable: (x) will be used to either: (i) satisfy the obligations of Audacy Receivables under the Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (y) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements.

The Agreements contain representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios.

The Company has agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Receivables Facility documents. The Company has not agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor.

In general, the proceeds from the sale of the accounts receivable are used by the special purpose vehicle ("SPV") to pay the purchase price for accounts receivable it acquires from Audacy NY and may be used to fund capital expenditures, repay borrowings on the Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses.

Although the SPV is a wholly owned consolidated subsidiary of Audacy NY, the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivable) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivable are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing.

The Receivables Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, a required minimum tangible net worth, and a minimum liquidity requirement (the "financial covenants"). Specifically, the

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Receivables Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2023.

As of March 31, 2023, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain liquidity of $25 million. As of March 31, 2023, the Company was compliant with the financial covenants.

The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. As of March 31, 2023, the SPV has $190.1 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility.

(B) Senior Unsecured Debt

The Senior Notes

Simultaneously with entering into a business combination and assuming the Credit Facility on November 17, 2017, the Company also assumed the 7.250% unsecured senior notes (the “Senior Notes”) that were subsequently modified and were set to mature on November 1, 2024 in the amount of $400.0 million. The Senior Notes were originally issued by CBS Radio Inc. (now Audacy Capital Corp.) on October 17, 2016.

Interest on the Senior Notes accrued at the rate of 7.250% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year.

In connection with the redemption of the Senior Notes during the first quarter of 2021, the Company wrote off the following amounts to gain/loss on extinguishment of debt: (i) $14.5 million in prepayment premiums for the early retirement of the Senior Notes; (ii) $8.7 million of unamortized premium attributable to the Senior Notes; (iii) $1.0 million of unamortized debt issuance costs attributable to the Senior Notes; and (iv) $1.3 million of unamortized debt issuance costs attributable to the Term B-2 Loan.

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Interest expense	$	31,372	$	22,539
Amortization of deferred financing costs	1,265		1,259
Amortization of original issue premium of senior notes	(256)		(256)
Interest income and other investment income	—		(71)
Total net interest expense	$	32,381	$	23,471

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9.    DERIVATIVE AND HEDGING ACTIVITIES

The Company from time to time enters into derivative financial instruments, such as interest rate collar agreements (“Collars”), to manage its exposure to fluctuations in interest rates under the Company’s variable rate debt.

Hedge Accounting Treatment

As of March 31, 2023, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

Type Of Hedge	Notional Amount		Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts  in millions)							(amounts in millions)
				Cap	2.75%
Collar	$	220.0	Jun. 25, 2019	Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$	220.0

For the three months ended March 31, 2023, the Company recorded the net change in the fair value of this derivative as a loss of $0.8 million (net of tax benefit of $0.3 million as of March 31, 2023) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of March 31, 2023, the fair value of these derivatives was an asset of $2.9 million, and is recorded within other assets, net of accumulated amortization on the condensed consolidated balance sheet. The Company does not expect to reclassify any of this amount to the condensed consolidated statement of operations over the next twelve months.

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2023 and December 31, 2022:

	Accumulated Derivative Gain (Loss)
Description	March 31, 2023		December 31, 2022
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	2,102	$	2,942

The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2023 and March 31, 2022:

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Three Months Ended March 31,
2023		2022		2023		2022
(amounts in thousands)
$	(840)	$	1,223	$	—	$	232

Undesignated Derivatives

The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the market risks associated with its non-qualified deferred

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compensation plan liabilities. The Company pays a floating rate, based on the SOFR, on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees.The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities. The contract term of the TRS expires April 2023 and will not be renewed.

For the three months ended March 31, 2023, the Company recorded the net change in the fair value of the TRS in station operating expenses and corporate, general and administrative expenses in the amount of a $0.8 million expense. Of this amount, a $0.3 million expense was recorded in corporate, general and administrative expenses and a $0.5 million expense was recorded in station operating expenses.

10.    NET INCOME (LOSS) PER COMMON SHARE

The following tables present the computations of basic and diluted net income (loss) per share from continuing operations:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands, except per share data)
Basic (Loss) Per Share
Numerator
Net loss	$	(35,901)	$	(11,073)
Denominator
Basic weighted average shares outstanding	141,115		138,122
Net loss per share - Basic	$	(0.25)	$	(0.08)
Diluted (Loss) Per Share
Numerator
Net loss	$	(35,901)	$	(11,073)
Denominator
Basic weighted average shares outstanding	141,115		138,122
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	141,115		138,122
Net loss per share - Diluted	$	(0.25)	$	(0.08)

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Disclosure of Anti-Dilutive Shares

The following table presents those shares excluded as they were anti-dilutive:

	Three Months Ended March 31,
Impact Of Equity Issuances	2023		2022
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		609
Price range of options: from	$	3.54	$	3.54
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	3,687		1,073
RSUs excluded with service and market conditions as market conditions not met	750		75
Excluded shares as anti-dilutive when reporting a net loss	881		2,189

11.    SHARE-BASED COMPENSATION

Under the Company's equity compensation plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

The following is a summary of the changes in RSUs under the Plan during the current period:

	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value as of March 31, 2023
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2022	6,070
RSUs awarded	March 31, 2023	6,012
RSUs released	March 31, 2023	(2,846)
RSUs forfeited	March 31, 2023	(140)
RSUs outstanding as of:	March 31, 2023	9,096		$	—	1.84		$	1,299
RSUs vested and expected to vest as of:	March 31, 2023	9,096		$	—	1.84		$	1,294
RSUs exercisable (vested and deferred) as of:	March 31, 2023	5		$	—	$	—	$	—
Weighted average remaining recognition period in years		2.76
Unamortized compensation expense		$	6,680

RSUs with Service and Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above.

Option Activity

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There were no options exercised for the three months ended March 31, 2023 and 2022 respectively.

The following table presents the option activity during the current period under the Plan:

	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2023
	(amounts in thousands)
Options outstanding as of:	December 31, 2022	609		$	11.33
Options exercised	March 31, 2023	—		—
Options outstanding as of:	March 31, 2023	609		$	11.33	1.56	$	—
Options vested and expected to vest as of:	March 31, 2023	609		$	11.33	1.56	$	—
Options vested and exercisable as of:	March 31, 2023	609		$	11.33	1.56	$	—
Weighted average remaining recognition period in years		0.0
Unamortized compensation expense		$	—

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

			Options Outstanding			Options Exercisable
			(amounts in thousands)
Range of Exercise Prices			Number of Options Outstanding March 31, 2023	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2023	Weighted Average Exercise Price
From		To
$	3.54	7.01	67	6.2	5.40	67	$	5.40
$	9.66	13.98	542	1	12.06	542	$	12.06
$	3.54	13.98	609	1.56	11.33	609	$	11.33

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Station operating expenses	$	712	$	1,170
Corporate general and administrative expenses	1,178		1,820
Stock-based compensation expense included in operating expenses	1,890		2,990
Income tax benefit (1)	504		671
After-tax stock-based compensation expense	$	1,386	$	2,319

(1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes.

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12.    INCOME TAXES

The Company recognized an income tax benefit at an effective income tax rate of 19.5% for the three months ended March 31, 2023. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense, and discrete income tax expense items primarily related to stock based compensation.

The Company recognized an income tax benefit at an effective income tax rate of 26.0% for the three months ended March 31, 2022, which was determined using a forecasted rate based upon projected taxable income for the full year.

The Company was able to carryback its 2020 federal income tax loss to prior tax years and filed two refund claims with the IRS for a total of $20.4 million. We received a refund of $15.2 million in connection with the first claim during the first quarter of 2022.

Net Deferred Tax Assets and Liabilities

The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income.

13.    FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels.

	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2023		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	2,867	$	—	$	2,867	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	20,651	$	16,518	$	—	$	—	$	4,133
Contingent Consideration (4)	$	30	$	—	$	—	$	30	$	—

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	Fair Value Measurements At Reporting Date
Description	Balance at December 31, 2022		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	4,012	$	—	$	4,012	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	24,123	$	19,944	$	—	$	—	$	4,179
Contingent Consideration (4)	$	12	$	—	$	—	$	12	$	—

(1)The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options.

(2)The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy.

(3)The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2022 and other assets, net of accumulated amortization at March 31, 2023, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate.

Non-Recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

During the three months ended March 31, 2023 and 2022, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable.

Fair Value of Financial Instruments Subject to Disclosures

The carrying amounts of the following assets and liabilities approximate fair value due to the short maturity of these instruments: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) accounts payable, including accrued liabilities.

The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the dates indicated:

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	March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	632,415	$	408,698	$	632,415	$	454,548
Revolver (2)	$	180,000	$	180,000	$	180,000	$	180,000
2029 Notes (3)	$	540,000	$	36,113	$	540,000	$	92,138
2027 Notes (3)	$	460,000	$	30,188	$	460,000	$	82,513
Accounts receivable facility (4)	$	75,000			$	75,000
Other debt (4)	$	44			$	752
Letters of credit (4)	$	7,488			$	5,909

The following methods and assumptions were used to estimate the fair value of financial instruments:

(1)The Company utilizes a Level 2 valuation input based upon the market trading price of the Term B-2 Loan to compute the fair value as the Term B-2 Loan is traded in the debt securities market. The fair value of the Term B-2 Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(2)The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(3)The Company utilizes a Level 2 valuation input based upon the market trading prices of the 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(4)The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit.

14.    ASSETS HELD FOR SALE

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This is considered a Level 3 measurement.

During the fourth quarter of 2022, the Company entered into an agreement to sell its license and assets of a station in Palm Desert, California. During the first quarter of 2023, the Company entered into an agreement with a third party to sell licenses and assets in Memphis, Tennessee and Buffalo, New York as well as certain intellectual property. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at March 31, 2023. In aggregate, these assets had a carrying value of approximately $5.8 million. The transactions are expected to close within one year.

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The major categories of these assets held for sale are as follows as of the dates indicated:

	Assets Held for Sale
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Net property and equipment	30		4,618
Radio broadcasting licenses	5,812		856
Net assets held for sale	$	5,842	$	5,474

15.    SHAREHOLDERS’ EQUITY

Dividend Equivalents

The following table presents the amounts accrued and unpaid dividends on unvested RSUs as of the dates indicated:

		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2023		December 31, 2022
		(amounts in thousands)
Short-term	Other current liabilities	$	161	$	229
Long-term	Other long-term liabilities	19		1
Total		$	180	$	230

Employee Stock Purchase Plan

The Company temporarily suspended the ESPP effective January 1, 2023. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Number of shares purchased	—		61
Non-cash compensation expense recognized	$	—	$	26

Share Repurchase Program

During the three months ended March 31, 2023, the Company did not repurchase any shares under the 2017 Share Repurchase Program.

16.    CONTINGENCIES AND COMMITMENTS

Contingencies

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on March 16, 2023.

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17.    SUBSEQUENT EVENTS

Events occurring after March 31, 2023, and through the date that these condensed consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

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ITEM 2.    Management’s Discussion And Analysis Of Financial Condition And Results Of Operations

In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 16, 2023. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report. The following results of operations include a discussion of the three months ended March 31, 2023 as compared to the comparable periods in the prior year. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

The following discussion and analysis contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. You should not place undue reliance on any of these forward-looking statements. In addition, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which the statement is made, to reflect the occurrence of unanticipated events or otherwise, except as required by law. New factors emerge from time to time, and it is not possible for us to predict which will arise or to assess with any precision the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Results of Operations for the Year-To-Date

The following significant factors affected our results of operations for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022:

Restructuring Charges

In response to the current macroeconomic conditions, we incurred restructuring charges, including workforce reductions and other restructuring costs of $2.4 million and $0.9 million for three months ended March 31, 2023 and March 31, 2022, respectively. Amounts were expensed as incurred and are included in restructuring charges.

Impairment Loss

The impairment loss incurred during the three months ended March 31, 2023 includes $5.1 million related to an early termination of a lease. The impairment loss incurred during the three months ended March 31, 2022 includes $1.1 million related to an early termination of a lease and a $0.4 million write down of property and equipment.

Net (Gain) Loss on Sale or Disposal

During the three months ended March 31, 2023, we recognized a gain of approximately $12.4 million on the sale of tower assets in the following markets: (i) Los Angeles, California, (ii) St Louis, Missouri, (iii) Rochester, New York, (iv) Baltimore, Maryland and, (v) Washington DC.

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Results of Operations

The tables below present the comparison of our historical results of operations for the three months ended March 31, 2023 to the three months ended March 31, 2022:

	THREE MONTHS ENDED MARCH 31,
	2023		2022		% Change
	(dollars in millions)
NET REVENUES	$	259.6	$	275.3	(6)	%
OPERATING EXPENSE:
Station operating expenses	233.9		227.1		3	%
Depreciation and amortization expense	17.4		13.5		29	%
Corporate general and administrative expenses	25.3		25.9		(2)	%
Restructuring charges	2.4		0.9		169	%
Impairment loss	5.1		1.5		237	%
Net (gain) loss on sale or disposal	(12.4)		(2.5)		396	%
Other expenses	0.1		0.4		(73)	%
Total operating expense	271.8		266.8		2	%
OPERATING INCOME (LOSS)	(12.2)		8.5		(244)	%
INTEREST EXPENSE	32.4		23.5		38	%
OTHER INCOME (EXPENSE)	—		—
LOSS BEFORE INCOME TAX BENEFIT	(44.6)		(15.0)		197	%
INCOME TAX BENEFIT	(8.7)		(3.9)		123	%
NET INCOME (LOSS)	$	(35.9)	$	(11.1)	223	%

Net Revenues

Revenues decreased compared to prior year primarily due to a decrease in advertising spending in our spot, digital and network revenue streams triggered by the current macroeconomic conditions.

Partially offsetting these decreases, net revenues were positively impacted by growth in our sponsorship and events revenues.

Net revenues increased the most for our stations located in the Riverside and Phoenix markets. Net revenues decreased the most for our stations located in the New York City and San Francisco markets.

Station Operating Expenses

Station operating expenses increased compared to prior year primarily due to: (i) an increase in payroll and related expenses in the current year; and (ii) an increase in digital expenses related to user acquisition, content licenses and podcast host and talent fees.

Station operating expenses include non-cash compensation expense of $0.7 million and $1.2 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense increased primarily due to an increase in amortization of capitalized software intangible assets in 2023 relative to 2022. These intangible assets were placed into service in the third quarter of 2022.

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Corporate General and Administrative Expenses

Corporate general and administrative expenses decreased primarily as a result of a decrease in non-cash compensation expense. This reduction was attributable to the reversal of performance-based compensation expense upon reassessment.

Corporate general and administrative expenses include non-cash compensation expense of $1.2 million and $1.8 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

Restructuring Charges

We incurred restructuring charges in 2023 and 2022 primarily in response to the current macroeconomic conditions. These costs primarily included workforce reduction charges and were expensed as incurred.

Impairment Loss

The impairment loss incurred during the three months ended March 31, 2023 includes $5.1 million related to an early termination of a lease. The impairment loss incurred during the three months ended March 31, 2022 includes $1.1 million related to an early termination of a lease and a $0.4 million write down of property and equipment.

Net Gain on Sale or Disposal

During the three months ended March 31, 2023, we recognized a gain of approximately $12.4 million on the sale of tower assets in the following markets: (i) Los Angeles, California, (ii) St Louis, Missouri, (iii) Rochester, New York, (iv) Baltimore, Maryland and, (v) Washington DC.

Interest Expense

During three months ended March 31, 2023, we incurred an additional $8.9 million in interest expense as compared to the three months ended March 31, 2022.

This increase in interest expense was primarily attributable to an increase in the outstanding variable-rate indebtedness upon which interest is computed coupled with an increase in variable interest rates.

Income Tax Benefit

Tax Rate for the three Months Ended March 31, 2023

We recognized an income tax benefit at an effective income tax rate of 19.5% for the three months ended March 31, 2023. The effective income tax rate for the period was impacted by permanent items, state tax expense, and discrete income tax expense items primarily related to stock based compensation.

Tax Rate for the three Months Ended March 31, 2022

The estimated annual effective income tax rate was 26.0% for the three months ended March 31, 2022, which was determined using a forecasted rate based upon projected taxable income for the year.

Liquidity and Capital Resources

Liquidity

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the current macroeconomic conditions and determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying unaudited consolidated financial statements are issued.

Current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including rising inflation and interest rates, significant volatility in financial markets, decreases in advertising revenue, and

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increased competition for advertising expenditures, which have had, and are expected to continue to have, a material adverse effect on the Company’s forecasted revenue. As a result, management continues to execute on cash management and strategic operational plans to manage liquidity and debt covenant compliance, including evaluating contractual obligations and workforce reductions, managing operating expenses, divesting non-strategic assets of the Company, and initiating a variety of transactions to manage the Company’s liabilities, which could include extending maturities or otherwise reorganizing the Company’s debt to decrease overall leverage. The Company is unable to predict with certainty the impact that the current macroeconomic conditions will have on its ability to consummate these transactions or maintain compliance with the financial covenants contained in the Company’s debt agreements.

As of March 31, 2023, the Company was in compliance with such debt covenants. However, based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, and its forecasted business plan in light of current macroeconomic conditions, the Company’s current forecast of future revenue over the next twelve months indicates that such revenue is unlikely to be sufficient for the Company to be able to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable. This could require the Company to obtain waivers or amendments in order to maintain compliance, and there can be no assurance that any such waiver or amendment would be available on acceptable terms or at all. If the Company is unable to obtain necessary waivers or amendments and its debt is accelerated, there can be no assurance that the Company would be able to obtain replacement financing or to satisfy its obligations. This uncertainty surrounding compliance with the Company’s debt covenants raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements.

The Credit Facility, as amended, is comprised of the $250.0 million Revolver and the Term B-2 Loan. As of March 31, 2023, we had $632.4 million outstanding under the Term B-2 Loan and $180.0 million outstanding under the Revolver. In addition, we had $7.5 million in outstanding letters of credit.

As of March 31, 2023, total liquidity was $123.7 million, which was comprised of $39.9 million available under the Revolver and $83.8 million in cash, cash equivalents.

As of March 31, 2023, our Consolidated Net First Lien Leverage Ratio was 3.8 times as calculated in accordance with the terms of our Credit Facility, which place restrictions on the amount of cash, cash equivalents and restricted cash that can be subtracted in determining consolidated first lien net debt.

Amendment and Repricing – CBS Radio Inc. (Now Audacy Capital Corp.) Indebtedness

In connection with the CBS Radio business acquisition in November 2017 (the "Merger"), we assumed CBS Radio Inc.'s (now Audacy Capital Corp.’s) indebtedness outstanding under: (i) a credit agreement (the “Credit Facility”) among CBS Radio Inc. (now Audacy Capital Corp.), the guarantors named therein, the lenders named therein, and JPMorgan Chase Bank, N.A., as administrative agent; and (ii) the Senior Notes (described below).

The 2027 Notes

During 2019, we and our finance subsidiary, Audacy Capital Corp., issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes") under an Indenture dated as of April 30, 2019 (the "Base Indenture").

Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1, 2022, only a portion of the Initial 2027 Notes could be redeemed at a price of 106.500% of their principal amount plus accrued interest. On or after May 1, 2022, the Initial 2027 Notes may be redeemed, in whole or in part, at a price of 104.875% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest.

A portion of the Initial 2027 Notes was issued at a premium. As of any reporting period, the unamortized premium on the Initial 2027 Notes is reflected on the balance sheet as an addition to the Initial 2027 Notes.

We used net proceeds of the offering, along with cash on hand and amounts borrowed under our Revolver, to repay $521.7 million of existing indebtedness under our term loan component previously outstanding (the "Term B-1 Loan"). Contemporaneous with this partial pay-down of the Term B-1 Loan, we replaced the remaining amount outstanding under the Term B-1 Loan with the Term B-2 Loan.

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During the fourth quarter of 2021, Audacy Capital Corp. issued $45.0 million of additional 6.500% senior secured second-line notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the $460.0 million 2027 Notes.

The 2027 Notes are fully and unconditionally guaranteed on a senior secured second-lien basis by most of the direct and indirect subsidiaries of Audacy Capital Corp. The 2027 Notes and the related guarantees are secured on a second-lien priority basis by liens on substantially all of the assets of Audacy Capital Corp. and the guarantors.

A default under the 2027 Notes could cause a default under the Credit Facility and/or the 2029 Notes. Any event of default, therefore, could have a material adverse effect on our business and financial condition.

The 2027 Notes are not a registered security and there are no plans to register the 2027 Notes as a security in the future. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries.

The Credit Facility

The Term B-2 Loan requires mandatory prepayments equal to a percentage of Excess Cash Flow, subject to incremental step-downs, depending on the Consolidated Net Secured Leverage Ratio. The Excess Cash Flow payment is based on the Excess Cash Flow and the Consolidated Net Secured Leverage Ratio for the prior year. We made our first Excess Cash Flow payment in the first quarter of 2020.

As of March 31, 2023, we were in compliance with the financial covenant then applicable and all other terms of the Credit Facility in all material respects. Our ability to maintain compliance with our financial covenant under the Credit Facility is highly dependent on our results of operations. Currently, given the impact of macroeconomic conditions, the outlook is highly uncertain.

Failure to comply with our financial covenant or other terms of our Credit Facility and any subsequent failure to negotiate and obtain any required relief from our lenders could result in a default under the Credit Facility. We will continue to monitor our liquidity position and covenant obligations and the impact of current macroeconomic conditions on our ability to comply with the covenants under the Credit Facility.

Any event of default could have a material adverse effect on our business and financial condition. We may seek from time to time to amend our Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on our debt. However, we may not be able to do so on terms that are acceptable or to the extent necessary to avoid a default, depending upon conditions in the credit markets, the length and depth of the market reaction to the current macroeconomic conditions and our ability to compete in this environment.

The Credit Facility - Amendment No. 5

On July 20, 2020, Audacy Capital Corp. entered into an amendment ("Amendment No. 5") to the Credit Agreement dated October 17, 2016 (as previously amended, the "Existing Credit Agreement" and, as amended by Amendment No. 5, the "Credit Agreement"), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 5, among other things:

(a) amended our financial covenants under the Credit Agreement by: (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020; (ii) adding a new minimum liquidity covenant of $75.0 million until December 31, 2021 (the "Covenant Relief Period"); and (iii) imposing certain restrictions during the Covenant Relief Period, including among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions;

(b) increased the interest rate and/or fees under the Credit Agreement during the Covenant Relief Period applicable to: (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of

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Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and

(c) modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower's Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively.

The Credit Facility - Amendment No. 6

On March 5, 2021, Audacy Capital Corp. entered into an amendment ("Amendment No. 6") to the Credit Agreement dated October 17, 2016 (as previously amended, the “Existing Credit Agreement” and, as amended by Amendment No. 6, the “Credit Agreement”), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Under the Existing Credit Agreement, during the Covenant Relief Period the Company was subject to a $75.0 million limitation on investments in joint ventures, Affiliates, Unrestricted Subsidiaries and Non-Guarantor Subsidiaries (each as defined in the Existing Credit Agreement) (the “Covenant Relief Period Investment Limitation”). Amendment No. 6, among other things, excludes from the Covenant Relief Period Investment Limitation any investments made in connection with a permitted receivables financing facility. The Covenant Relief Period ended in the fourth quarter of 2021.

Accounts Receivable Facility

On July 15, 2021, we and certain of our subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce our cost of funds and to repay outstanding indebtedness under the Credit Facility.

The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement (the “Receivables Purchase Agreement”) entered into by and among Audacy Operations, Inc., a Delaware corporation and our wholly-owned subsidiary (“Audacy Operations”), Audacy Receivables, LLC, a Delaware limited liability company and our wholly-owned subsidiary, as seller (“Audacy Receivables”), the investors party thereto (the “Investors”), and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent (“DZ BANK”); (ii) a Sale and Contribution Agreement (the “Sale and Contribution Agreement”), by and among Audacy Operations, Audacy New York, LLC, a Delaware limited liability company and our wholly-owned subsidiary (“Audacy NY”), and Audacy Receivables; and (iii) a Purchase and Sale Agreement (the “Purchase and Sale Agreement,” and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain of our wholly-owned subsidiaries (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY.

Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interest in the proceeds thereof, to the Investors in exchange for cash investments.

Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either one-month LIBOR or commercial paper rates plus a margin. Collections on the accounts receivable: (x) will be used to: (i) satisfy the obligations of Audacy Receivables under the Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (y) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements.

The Agreements contain representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios.

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We have agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Receivables Facility documents. We have not agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor.

In general, the proceeds from the sale of the accounts receivable are used by the SPV to pay the purchase price for accounts receivable it acquires from Audacy NY and may be used to fund capital expenditures, repay borrowings on the Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses.

Although the SPV is a wholly owned consolidated subsidiary of Audacy NY, the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivable) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivable are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing. The pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Consolidated Balance Sheets.

The Receivables Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, a required minimum tangible net worth, and a minimum liquidity requirement (the "financial covenants"). Specifically, the Receivables Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2023. As of March 31, 2023, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain liquidity of $25.0 million. As of March 31, 2023, the Company was compliant with the financial covenants.

The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. As of March 31, 2023, the SPV has $221.5 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility.

The 2029 Notes

During the first quarter of 2021, we and our finance subsidiary, Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "2029 Notes"). Interest on the 2029 Notes accrues at the rate of 6.750% per annum and is payable semi-annually in arrears on March 31 and September 30 of each year.

We used net proceeds of the offering, along with cash on hand, to: (i) repay $77.0 million of existing indebtedness under the Term B-2 Loan; (ii) repay $40.0 million of drawings under the Revolver; and (iii) fully redeem all of our $400.0 million aggregate principal amount of 7.250% senior notes due 2024 (the "Senior Notes") and to pay fees and expenses in connection with the redemption.

In connection with this activity, during the first quarter of 2021, we: (i) recorded $6.6 million of new debt issuance costs attributable to the 2029 Notes; and (ii) $0.4 million of debt issuance costs attributable to the Revolver which will be amortized over the remaining term of the Revolver on a straight line basis. We also incurred $0.5 million of costs which were classified within refinancing expenses.

The 2029 Notes are fully and unconditionally guaranteed on a senior secured second priority basis by each of the direct and indirect subsidiaries of Audacy Capital Corp. A default under the 2029 Notes could cause a default under our Credit Facility or the 2027 Notes. Any event of default, therefore, could have a material adverse effect on our business and financial condition.

The 2029 Notes are not a registered security and there are no plans to register the 2029 Notes as a security in the future. As a result, Rule 3-10 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries.

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The Senior Notes

Simultaneously with entering into the Merger and assuming the Credit Facility on November 17, 2017, we also assumed the Senior Notes that were set to mature on November 1, 2024 in the amount of $400.0 million (the “Senior Notes”). The Senior Notes, which were originally issued by CBS Radio Inc. (now Audacy Capital Corp.) on October 17, 2016, were valued at a premium as part of the fair value measurement on the date of the Merger. The premium on the Senior Notes was amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the Senior Notes was reflected on the balance sheet as an addition to the $400.0 million liability.

Operating Activities

Net cash flows used in operating activities were $22.6 million for the three months ended March 31, 2023. Net cash flows provided by operating activities were $15.2 million for the three months ended March 31, 2022.

The cash flows used in operating activities increased primarily due to: (i) increase in net loss, as adjusted for certain non-cash charges and income tax benefits of $25.7 million; (ii) an increase in net gain on disposals of assets of $9.9 million; (iii) a decrease in net investment in working capital of $7.5 million; and (iv) an increase in net gains on deferred compensation of $2.0 million.

The increase in cash flows used in operating activities were partially offset by (i) an increase in depreciation and amortization of $3.9 million; and (ii) an increase in impairment loss of $3.5 million.

The decrease in investment in working capital is primarily due to the timing of: (i) settlements of accounts payable and accrued liabilities; (ii) collections of accounts receivable; (iii) settlements of other long-term liabilities; (iv) settlements of accrued interest expense; and (v) settlements of prepaid expenses.

The decrease in net loss, as adjusted for certain non-cash charges and income tax benefits is primarily attributable to an increase in net loss of $24.8 million which is offset by (i) an increase in deferred tax benefits of $4.4 million; and (ii) an increase in impairment loss of $3.5 million.

Investing Activities

Net cash flows provided by and used in investing activities were $3.2 million and $12.1 million for the three months ended March 31, 2023 and March 31, 2022, respectively.

During 2023, net cash flows provided by investing activities increased primarily due to an increase in cash proceeds from the sale of property, equipment, intangibles and other assets of $14.4 million related to the sale of towers assets. This increase in cash flows provided by investing activities was partially offset by a decrease in additions to tangible and intangible assets of $0.9 million.

Financing Activities

Net cash flows used in financing activities were $0.2 million and $24.6 million for three months ended March 31, 2023 and March 31, 2022, respectively.

During 2023, net cash flows used in financing activities decreased primarily due to: (i) a decrease in payments against the Revolver of $22.7 million and (ii) a decrease of Purchase of vested employee restricted stock units of $1.7 million.

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Dividends

We presently do not pay a dividend. Any future dividends will be at the discretion of the Board based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in our Credit Facility, the 2027 Notes and the 2029 Notes.

Share Repurchase Program

During the three months ended March 31, 2023, we did not repurchase any shares under our share repurchase program (the "2017 Share Repurchase Program").

Income Taxes

During the three months ended March 31, 2022, we received a federal tax refund of approximately $15.2 million. We do not anticipate making any federal income tax payments in 2023 primarily as a result of the availability of NOLs to offset federal tax due.

For federal income tax purposes, the acquisition of CBS Radio was treated as a reverse acquisition which caused us to undergo an ownership change under Section 382 of the Internal Revenue Code ("Code"). This ownership change will limit the utilization of our NOLs for post-acquisition tax years. We may need to make additional state estimated tax payments during the remainder of the year.

Capital Expenditures

Capital expenditures, including amortizable intangibles, for the three months ended March 31, 2023 were $13.6 million. We anticipate that total capital expenditures in 2023 will be approximately $50 million as we increase our investment in the rapidly growing digital audio advertising market.

Contractual Obligations

As of March 31, 2023, there have been no net material changes in the total amount from the contractual obligations listed in our Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 16, 2023, other than as described below.

Off-Balance Sheet Arrangements

As of March 31, 2023, we did not have any material off-balance sheet transactions, arrangements or obligations, including contingent obligations.

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes as of March 31, 2023. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Critical Accounting Policies

There have been no material changes to our critical accounting policies from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 16, 2023.

Goodwill Valuation Risk

Our remaining goodwill as of March 31, 2023 is limited to the goodwill acquired in the Cadence13 Acquisition and Pineapple Acquisition in 2019, and the goodwill acquired in the Podcorn Acquisition and AmperWave Acquisition in 2021.

Future impairment charges may be required on our goodwill, as the discounted cash flow model is subject to change based upon our performance, peer company performance, overall market conditions, and the state of the credit markets. We continue to monitor these relevant factors to determine if an interim impairment assessment is warranted.

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A deterioration in our forecasted financial performance, an increase in discount rates, a reduction in long-term growth rates, a sustained decline in our stock price, or a failure to achieve analyst expectations could all be potential indicators of an impairment to the remaining goodwill, which could be material, in future periods. Due to the uncertainty of the current market and economic conditions, there is an increased risk of future impairment.

We will continue to evaluate the impacts of the current macroeconomic conditions on our business, including the impacts of overall economic conditions, which could result in the recognition of an impairment charge, which could be material, in the future.

Broadcasting License Valuation Risk

After the annual impairment test conducted on our broadcasting licenses in the fourth quarter of 2022, the results indicated that there were 39 units of accounting where the fair value exceeded their carrying value by 10% or less. In aggregate, these 39 units of accounting had a carrying value of $1,981 million at December 31, 2022.

If overall market conditions or the performance of the economy deteriorates, advertising expenditures and radio industry results could be negatively impacted, including expectations for future growth. This could result in future impairment charges for these or other of our units of accounting, which could be material.

As of March 31, 2023, we evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any of our broadcasting licenses, and concluded no assessment was required.

ITEM 3.    Quantitative And Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in interest rates on our variable-rate senior indebtedness (the Term B-2 Loan and Revolver). From time to time, we may seek to limit our exposure to interest rate volatility through the use of derivative rate hedging instruments.

As of March 31, 2023, if the borrowing rates under LIBOR were to increase 1% above the current rates, our interest expense on: (i) our Term B-2 Loan would increase $4.1 million on an annual basis, including any increase or decrease in interest expense associated with the use of derivative rate hedging instruments as described below; and (ii) our Revolver would increase by $2.5 million, assuming our entire Revolver was outstanding as of March 31, 2023.

We may seek from time to time to amend our Credit Facility or obtain additional funding, which may result in higher interest rates on our indebtedness and could increase our exposure to variable-rate indebtedness.

During the quarter ended June 30, 2019, we entered into the following derivative rate hedging transaction in the notional amount of $560.0 million to hedge our exposure to fluctuations in interest rates on our variable-rate debt. This rate hedging transaction is tied to the one-month LIBOR interest rate.

Type Of Hedge	Notional Amount	Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts (in millions)						(amounts (in millions)
			Cap	2.75%
Collar	$220.0		Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$220.0

The fair value (based upon current market rates) of the rate hedging transaction is included as derivative instruments in other assets, net of accumulated amortization at March 31, 2023 as the maturity dates on this instrument are greater than one year. The fair value of the hedging transaction is affected by a combination of several factors, including the change in the one-month LIBOR rate. Any increase in the one-month LIBOR rate results in a more favorable valuation, while any decrease in the one-month LIBOR rate results in a less favorable valuation.

Our credit exposure under our hedging agreement, or similar agreements we may enter into in the future, is the cost of replacing such agreements in the event of nonperformance by our counterparty. To minimize this risk, we select high credit

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quality counterparties. We do not anticipate nonperformance by such counterparties, but could recognize a loss in the event of nonperformance. Our derivative instrument asset as of March 31, 2023 was $2.9 million.

From time to time, we invest all or a portion of our cash in cash equivalents, which are money market instruments consisting of short-term government securities and repurchase agreements that are fully collateralized by government securities. When such investments are made, we do not believe that we have any material credit exposure with respect to these assets. As of March 31, 2023, we did not have any investments in money market instruments.

Our credit exposure related to our accounts receivable does not represent a significant concentration of credit risk due to the quantity of advertisers, the minimal reliance on any one advertiser, the multiple markets in which we operate and the wide variety of advertising business sectors.

In recent months, inflation has continued to increase significantly, resulting in rising wages and other costs. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations or financial condition.

See also additional disclosures regarding liquidity and capital resources made under Liquidity and Capital Resources in Part 1, Item 2, above.

ITEM 4.    Controls And Procedures

Evaluation of Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that: (i) information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our President/Chief Executive Officer and Executive Vice President/Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

ITEM 1.     Legal Proceedings

We currently and from time to time are involved in litigation incidental to the conduct of our business. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material developments relating to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the "SEC") on March 16, 2023. Refer to Note 16, Contingencies And Commitments, for additional information.

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ITEM 1A    Risk Factors

Except as set forth below, there have been no material changes to the risk factors associated with our business previously described in our Annual Report on Form 10-K filed with the SEC on March 16, 2023. The risk factors set forth below update, and should be read together with, the risk factors described in "Item 1A, Risk Factors," in our Annual Report on Form 10-K filed with the SEC on March 16, 2023.

We have identified conditions and events that could raise substantial doubt about our ability to continue as a going concern.

We have identified certain conditions or events, which, considered in the aggregate, could raise substantial doubt about our ability to continue as a going concern, including our continued compliance with certain financial covenants contained in our debt agreements.

Current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including rising inflation and interest rates, significant volatility in financial markets, decreases in advertising revenue, and increased competition for advertising expenditures, which have had, and are expected to continue to have, a material adverse effect on our forecasted revenue. As a result, our management continues to execute on cash management and strategic operational plans to manage liquidity and debt covenant compliance, including evaluating contractual obligations and workforce reductions, managing operating expenses, divesting non-strategic assets, and initiating a variety of transactions to manage our liabilities, which could include extending maturities or otherwise reorganizing our debt to decrease overall leverage. We are unable to predict with certainty the impact that the current macroeconomic conditions will have on our ability to consummate these transactions or maintain compliance with the financial covenants contained in our debt agreements.

As of March 31, 2023, we were in compliance with such debt covenants. However, based on our cash and cash equivalents balance, the current maturities of our existing debt facilities, and our forecasted business plan in light of current macroeconomic conditions, however our current forecast of future revenue over the next twelve months indicates that such revenue is unlikely to be sufficient for us to be able to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause us to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable. This could require us to obtain waivers or amendments in order to maintain compliance, and there can be no assurance that any such waiver or amendment would be available on acceptable terms or at all. If we are unable to obtain necessary waivers or amendments and our debt is accelerated, there can be no assurance that we would be able to obtain replacement financing or to satisfy our obligations. This uncertainty surrounding compliance with our debt covenants raises substantial doubt regarding our ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements.

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary course of business. As such, they do not include any adjustments to the recoverability and reclassification of recorded amounts that might be necessary should we be unable to continue as a going concern. Any inability to continue as a going concern, or the perception that we will be unable to do so, could materially adversely affect our ability to meet our obligations and the value of your investment.

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ITEM 2.     Unregistered Sales Of Equity Securities And Use Of Proceeds

The following table provides information on our repurchases during the quarter ended March 31, 2023:

Period (1)(2)	(a) Total Number Of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	(d) Maximum Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
January 1, 2023 - January 31, 2023	10,894	$	0.27	—	$	41,578,230
February 1, 2023 - February 28, 2023	77,659	$	0.29	—	$	41,578,230
March 1, 2023 - March 31, 2023	723,189	$	0.14	—	$	41,578,230
Total	811,742			—

(1)	We withheld shares upon the vesting of RSUs in order to satisfy employees’ tax obligations. As a result, we are deemed to have purchased: (i) 10,894 shares at an average price of $0.27 in January 2023; (ii) 77,659 shares at an average price of $0.29 in February 2023; and (iii) 723,189 shares at an average price of $0.14 in March 2023. These shares are included in the table above.
(2)	On November 2, 2017, our Board announced a share repurchase program (the “2017 Share Repurchase Program”) to permit us to purchase up to $100.0 million of our issued and outstanding shares of Class A common stock through open market purchases. In connection with the 2017 Share Repurchase Program, we did not repurchase any shares during the three months ended March 31, 2023.

ITEM 3.    Defaults Upon Senior Securities

None.

ITEM 4.    Mine Safety Disclosures

Not applicable.

ITEM 5.    Other Information

None.

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ITEM 6.    Exhibits

Exhibit Number	Description
3.1 #	Amended and Restated Articles of Incorporation of Audacy, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K as filed on May 19, 2021).
3.2 #	Amended and Restated Bylaws of Audacy, Inc. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K as filed on May 19, 2021).
4.1 #	Indenture for Senior Secured Second-Lien Notes due May 1, 2027, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on May 1, 2019)
4.2 #	Form of 6.500% Senior Secured Second-Lien Notes due 2027 (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 1, 2019
4.3 #	First Supplemental Indenture, dated as of December 13, 2019, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 16, 2019).
4.4 #	Second Supplemental Indenture, dated as of October 20, 2021, by and among Audacy Capital Corp., the guarantors named therein, and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on October 20,2021)
4.5 #	Indenture, dated as of March 25, 2021, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 29, 2021
4.6 #	Form of 6.750% Senior Secured Second-Lien Note due 2029 (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 29, 2021
10.1 *	Employment Agreement dated January 9, 2023 between Audacy, Inc. (formerly Entercom Communications Corp.) and J.D. Crowley. (Filed herewith)
31.1 *	Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2 *	Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1 **	Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 **	Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*	Filed Herewith
#	Incorporated by reference.
**	Furnished herewith. Exhibit is “accompanying” this report and shall not be deemed to be “filed” herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	AUDACY, INC. (Registrant)
Date: May 10, 2023	/S/ David J. Field Name: David J. Field Title: Chairman, Chief Executive Officer and President (principal executive officer)
Date: May 10, 2023	/S/ Richard J. Schmaeling Name: Richard J. Schmaeling Title: Executive Vice President - Chief Financial Officer (principal financial officer)

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EX-10.1

EMPLOYMENT AGREEMENT

For

J.D. Crowley

    THIS EMPLOYMENT AGREEMENT (this “Agreement”) is by and between Audacy Services, LLC (the “Employer”),for the provision of services toAudacy Operations, Inc. (the “Company”) and J.D. Crowley (the “Employee”). The Employer agrees to employ the Employee and Employee agrees to full-time employment on and subject to the terms and conditions of this Agreement

1.Employment.

(a)Job Title and Term. The Company agrees to employ Employee and Employee agrees to accept such employment from the effective date of this Agreement through March 31, 2026 (the “Initial Term”) and as may be otherwise extended or earlier terminated as set forth herein (“Term”). The Initial Term shall be automatically extended from year to year unless either the Company or Employee gives written notice of non-renewal on or before February 15, 2026, and, if extended, each February 15 thereafter.

(b)Duties. The Company agrees to employ Employee as Chief Digital Officer and President, Podcast and Streaming, on the terms as provided herein reporting to the Chief Executive Officer of Audacy. Employee’s duties shall include without limitation: developing and leading the Company’s strategy, product, content and business operations for its digital portfolio, including the company’s Podcast business, and such other duties as shall be required and scheduled from time to time by the Company. The parties recognize that: (a) Employee shall maintain a primary office in the Company’s New York location; (b) Employee’s duties shall require him to be in Philadelphia frequently, possibly on a weekly basis; and (c) the Company shall not relocate Employee’s primary office to Philadelphia without Employee’s express consent.

2.Compensation. During the term of this Agreement and provided Employee is performing the services specified in Section 1, Employee shall be compensated as follows and all such compensation shall be subject to all payroll deductions or withholding authorized by Employee or required by federal, state or local laws or regulations.

(a)Salary. The Company will pay Employee, on the Company’s regular payroll cycle, a salary at an annualized rate of $825,000 from January 1, 2023 to December 31, 2023. Employee’s salary shall increase by no less than three percent (3%) effective each January 1 anniversary during the Term, commencing with January 1, 2024. This position is an exempt position, and Employee is not entitled to overtime.

(b)Incentive Compensation. Commencing with calendar year 2023 (i.e., for a bonus payable in 2024 based on work performed in 2023), Employee shall be eligible for incentive compensation (“Annual Incentive Bonus”) as established by Audacy on or about the beginning of each calendar year and communicated to Employee by the Company, with a target annual amount of eighty percent (80%) of Employee’s base salary for the calendar year in which work was performed on which the bonus was based. In event of any changes in Employee’s salary in the calendar year prior to such award, the Company will pro-rate such amounts to reflect the number of days worked in the year under the different salary rates.

The actual amount of such bonus will be determined in the sole discretion of the Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board of Directors”) based on a review of the Company’s performance and Employee’s performance during the fiscal year then ended, provided however, for Employee’s 2024 bonus only (based on work performed in 2023), if the Compensation Committee determines that Employee has met all of the performance criteria for the calendar year in question, Employee’s bonus will be no less than sixty percent (60%) of Employee’s Annual Incentive Bonus, i.e., $396,000. Any bonuses earned will be paid no later than the end of the quarter following the applicable calendar year in question. Employee must be employed as of the last day of the applicable time period to be eligible to receive such compensation, i.e., Employee will not be entitled to a pro-rata bonus if employment is terminated, for cause prior to the end of the applicable time period. The Company and Employee intend that payment of any incentive compensation to be within the Short-Term Deferral period for purposes of Section 409A of the Internal Revenue Code.

(c)    InitialGrant Restricted Stock.

(i)Within thirty (30) days from the execution of this agreement (the “Grant Date”), the Compensation Committee will grant Employee 300,000 shares of restricted stock under the Audacy Equity Compensation Plan (including any replacement thereof) (the “Plan”). Provided that Employee remains continuously employed in active service by the Company: (a) fifty percent (50%) of these units shall vest on March 31, 2025 (“Initial Tranche”); and (b) fifty percent (50%) of these units

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shall vest on March 31, 2026. Employee agrees that Employee will not sell, transfer, or otherwise dispose of any of the shares in the Initial Tranche prior to March 31, 2026.

(ii)    The Company shall issue all shares granted under this section pursuant to the Plan, and shall be subject to the terms and conditions memorialized in a grant instrument in the form approved by the Compensation Committee.

(iii)    The restricted stock units included in this Section 2(c) are in lieu of any equity Employee otherwise might be entitled to receive in calendar year 2022 (or in early 2023, if the event the Company’s next equity grant occurs in 2023). That is, Employee shall not be entitled to a 2022 (or in early 2023, if applicable) grant under Section 2(d) of the parties’ 2019 employment agreement.

(iv)    The parties further agree that the grant of restricted stock units in this Section 2(c) is in lieu of the potential vesting of any such restricted stock units Performance Vesting Restricted Stock units set forth in Section 2(c) of that certain agreement between Employee and Audacy Operations, Inc. (predecessor in interest to the Company) dated March 4, 2020, as amended by that First Amendment dated December 14, 2021 and, thus, none of the Performance Vesting Restricted Stock units shall vest and are hereby forfeited.

(c)Future Grants of Time Vesting Equity. Commencing in 2023, Employee will be entitled to future grants of restricted stock and/or stock options under the Plan, on or about the same annual schedule as grants to other similarly situated employees, with an aggregate annual target amount of $500,000 or such other amount as determined at the discretion of the Compensation Committee. All shares granted under this section shall be issued pursuant to the Plan, and shall be subject to the terms and conditions memorialized in a grant instrument in the form approved by the Compensation Committee.

(d)Signing Bonus. The Company shall pay Employee a one-time bonus in the amount of $325,000, which shall be earned upon full execution of this Agreement. The Company will pay this bonus on the first full payroll cycle following full execution of this Agreement.

3.Benefits. Employee shall be entitled to such flexible time away, leave and other benefits and shall be subject to such rules and regulations and disciplinary action as shall be in effect from time to time in accordance with Company policy as applied uniformly to similarly-situated executives.  The Company reserves the right in its sole discretion to alter, amend, eliminate or discontinue at any time any such benefits, rules or regulations.   The incentive compensation payable hereunder for any period when an unpaid leave occurs shall be the prorated portion of the incentive compensation for the full period using the proportion that the time excluding such unpaid leave bears to the full period.

4.Restrictive Covenants.

(a)Non-Competition by Employee. During the Term, and for a period of one (1) year following Employee’s separation from the Company for any reason, Employee will not directly or indirectly, provide any service either as an employee, employer, consultant, contractor, agent, principal, partner, substantial stockholder, corporate officer or director of or for any Audio Company that serves any portion of the United States; provided, however, that this provision shall not prevent Employee from owning stock in any publicly-traded company. For this purpose, an “Audio Company” is any company that, as a material part of its business or in material manner competes with the then present or planned business activities of the Company, which shall include specifically but limited to the distribution of audio entertainment products (e.g., terrestrial radio, satellite radio, podcasting, streaming audio, wireless / mobile radio and internet radio, smartphone applications, etc.). If Employee is employed by a company with a non-material Audio Company division that nevertheless competes with the Company in a material way, Employee agrees not to perform any services for that Audio Company division during such one (1) year period. (By way of illustrative example, based on the Company’s current activities as of the effective date of this Agreement, this provision would prohibit Employee from working within the Radio Disney or ABC Radio assets of Disney Corporation, but would not prevent Employee from working in the theme parks or movie studio divisions of Disney. Similarly, this provision would prohibit Employee from working within the podcasting assets of Amazon, but would not prevent Employee from working in any other division of Amazon.) In the event that Employee violates the restrictive covenant set forth above, it is agreed that the term of the restrictive covenant so violated shall be extended for a period equal to one (1) year from the time such violation ceases. Employee’s obligations as set forth above in this Section shall survive beyond the termination of Employee’s employment with the Company.

(b)Non-Solicitation of Other Employees. During the Term, and for a period of one (1) year following Employee’s separation from the Company for any reason (to the extent permissible under applicable state

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law at the time of such separation), Employee shall not, without prior written permission of the Chief Operating Officer of Audacy: (i) employ, (ii) offer to employ, (iii) counsel a third party to employ, or (iv) otherwise participate in any manner in the recommendation, recruitment or solicitation of the employment, of any person who was an employee of Audacy on the date of the termination of Employee’s employment or at any time within the 90 days prior thereto, for any such individual to engage or participate in or render any service to any Broadcast Company (as defined above). Employee’s obligations as set forth above in this Section shall survive beyond the termination of Employee’s employment with the Company.

(c)Non-Solicitation of Clients. During the Term, and for a period of one (1) year following Employee’s separation from the Company for any reason (to the extent permissible under applicable state law at the time of such separation), Employee will not, without prior written permission of the Chief Operating Officer of Audacy, directly or indirectly, solicit for the sale of any advertising, marketing or promotional services, any client or customer of Audacy. For purposes of the foregoing, a client or customer of Audacy shall mean any person or entity that purchased or was solicited to purchase advertising, marketing, or promotional services by Audacy during the one (1) year period preceding the date of Employee’s separation. Employee’s obligations as set forth above in this Section shall survive beyond the termination of Employee’s employment with the Company. Employee shall not be deemed to have violated this Section 4(c) due to actions taken by any person or entity Employee is associated with, provided Employee is neither personally involved with nor has directly caused such solicitation.

5.Equitable Remedies. Employee acknowledges and agrees that a material portion of the covenants of the Company contained herein and of the compensation and benefits Employee will receive from the Company are consideration for the restrictions contained in this Agreement. As a result of the foregoing, as well as the personal qualifications of Employee and the unique character of Employee’s duties, Employee further acknowledges that the services to be performed by the Employee under the terms of this Agreement are of a special, unique, unusual, extraordinary, and intellectual character, which gives the services a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Employee further acknowledges that any violation of this Agreement by Employee may cause irreparable harm to the Company. The Employee, therefore, expressly agrees that the Company, in addition to any other rights or remedies which the Company may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of Sections 4, 6, 8, and/or 9 this Agreement by the Employee.

6.Exclusivity. During Employee’s employment with the Company under this Agreement, Employee agrees to devote Employee’s best efforts and full working time to the employment by the Company hereunder and shall not directly or indirectly, either as an employee, employer, consultant, contractor, agent, or in any other individual or representative capacity, engage in or participate in or render any service to any business other than the business of the Company without the express written permission of the Chief Executive Officer of Audacy, except that Employee may (x) engage in civic and not-for-profit activities; and (y) serve, with the prior written consent of the Chief Executive Officer of Audacy, on the boards of directors or as a consultant to non-competitive private or public companies, provided that such activities do not materially interfere with the performance of Employee’s duties to the Company.

7.Termination. In addition to any other termination provisions in this Agreement, this Agreement shall automatically terminate upon Employee’s death, and may be terminated in accordance with any of the following provisions:

a.Mutual Agreement. This Agreement may be terminated by mutual agreement of the parties. Upon termination, neither party shall have any further obligation hereunder (with the exception of those provisions that explicitly survive beyond the termination of Employee’s employment with the Company).

b.By the Company with Cause. This Agreement may be terminated by the Company at any time for Cause (as defined below) without further obligation hereunder. For purposes of this Agreement, “Cause” shall include, but shall not be limited to, Employee’s: (a) violation of or a failure to observe any material rules, policies, procedures, or practices of the Company; (b) breach of any material term or condition of this Agreement; (c) gross misconduct; (d) dishonesty or theft; (e) gross insubordination; (f) willful, habitual, or substantial neglect of Employee’s duties; (g) excessive absenteeism or tardiness; (h) use or possession of illegal drugs during working hours; (i) arrest for, charged with, indictment for, plea of guilty or nolo contendere to, or conviction of, a felony or of a crime involving moral turpitude regardless of the result of any subsequent trial, appeal, hearing, proceeding or sentencing; (j) conduct that brings Employee or the Company into public disrepute, contempt, scandal or ridicule; (k) conduct that might tend to insult or offend the community or any organized group thereof, or which shall tend to reflect unfavorably upon the Company, or injure Company’s potential to realize successfully on Employee’s services hereunder; and (l) Incapacity (as defined below) for ninety (90) days or more during any 52-week period. The term “Incapacity” shall mean any physical or mental impairment(s) that renders Employee unable to perform the essential functions of Employee’s position (with any reasonable accommodation that Employer and Employee may agree to).

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Notwithstanding the foregoing, if the company determines an event or conduct related to this Section 7(b) is capable of being cured, Company shall provide written notice of the event or conduct to Employee within sixty (60) days of the Company having actual knowledge of such event or conduct, and such termination for Cause shall only occur following Employee’s failure to cure the same within thirty (30) days of such notice.

c.By the Company without Cause. The Company may, at any time, terminate this Agreement for the convenience of the Company, provided the Company: (i) pays Employee twelve (12) months of Employee’s then current base salary, provided, that the initial payment shall include salary for all payroll periods from the date of termination through the date of such initial payment; (ii) pay the Employee on the (60th) day after the termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that the Employee was paid in the year immediately preceding the year in which the termination occurs (or if such termination occurs before any bonus has been paid, the Employee’s target annual bonus for the year of termination), prorated in accordance with the number of days from January 1 to the date of such termination in the year in which such termination occurs;* and (iii) provide that all grants of equity made through the effective date of such termination will continue to vest through the period ending on the one (1) year anniversary of such termination, as if Employee had remained employed hereunder through that date (i.e., subject to the conditions stated immediately below) (“Severance Benefits”). Employee’s receipt of the Severance Benefits is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of his employment and/or the termination of employment, (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor i.e., if Employee fails to timely sign or revoke a release, or violate any of the restrictive covenants contained in Section 4 hereof, any remaining severance payments will cease, and any unvested equity grants and undelivered shares of unrestricted stock, will be forfeited. Any payment of salary made by the Company pursuant to this Section 7.c shall be made pro rata on the Company’s regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.c shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the Company, except for salary or other compensation earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.

*    The parties agree that for purposes of a termination during calendar year 2023 for which Employee is entitled to receive Severance Benefits, for purposes of calculating the Annual Incentive Bonus, Employee shall be treated as if his prior year Annual Incentive Bonus was $500,000. For a termination in calendar years after 2023, the actual amount of the Annual Incentive Bonus paid in the prior calendar year shall be used in calculating the pro-rated Annual Incentive Bonus component of Severance Benefits.

d.By Employee with Good Reason. Employee may, at any time, terminate this Agreement for “Good Cause”, which shall be defined as (i) the Company’s willful failure to comply with a material term of this Agreement; (ii) a material reduction in compensation; (iii) a material diminution of the Employee’s duties or authority; after written notice by Employee specifying the failure, material reduction or diminution and the Company’s failure to cure the same within thirty (30) days; or (iv) if David Field no longer serves as Chief Executive Officer and President of Audacy, Inc. and, within six (6) months following the change in the Company’s CEO role, the Company materially diminishes its investment in or strategic prioritization of digital, podcasting, and direct to consumer initiatives (such termination right to be exercised no later than six (6) months following the last date on which David Field actively serves as Chief Executive Officer and President and with forty-five (45) days’ notice. In the event Employee terminates this Agreement pursuant to this paragraph for Good Cause, such termination shall be treated as the Company having terminated Employee’s employment without Cause, i.e., Employee shall be entitled to the Severance Benefits set forth in Section 7(c).

e.Non-Renewal by Employee.If Employee gives notice of non-renewal under Section 1(a), the notice period shall be deemed for the benefit of the Company and, accordingly, the Company may designate a date during such renewal period on which this Agreement and
Employee’s employment with the Company shall terminate, which may be prior to the scheduled end of the Initial Term. Upon termination, neither party shall have any further obligation hereunder (with the exception of those provisions that explicitly survive beyond the termination of Employee’s employment with the Company).

f.Non-Renewal by the Company.If the Company gives notice of non-renewal under Section 1(a), the Company may designate a date during such renewal period on which this Agreement and
Employee’s employment with the Company shall terminate, which may be prior to the scheduled end of the Initial Term. The Company will pay Employee twelve (12) months of Employee’s then current base salary and on or before the (60th) day after the termination, a one-time bonus in an amount equal to the Annual Incentive Bonus that the Employee was paid in the year immediately preceding the year in which the termination occurs (or if such

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termination occurs before any bonus has been paid, the Employee’s target annual bonus for the year of termination), prorated in accordance with the number of days from January 1 to the date of such termination in the year in which such termination occurs,* provided however, Employee’s receipt thereof is expressly conditioned on: (x) Employee agreeing to a general release in form satisfactory to the Company releasing the Company and its affiliated entities and all of their officers, directors, employees and agents from any and all claims or liabilities arising out of his employment and/or the termination of employment, (y) Employee’s full compliance with the restrictive covenants contained in Section 4 hereof, , and (z) for a period of twelve (12) months following the date of termination, Employee’s availability to provide and, if reasonably requested by the Company, provision of reasonable consultative services related to the Company’s transition to Employee’s successor i.e., if Employee fails to timely sign or revoke a release, or violates any of the restrictive covenants contained in Section 4 hereof, any remaining severance payments will cease, and any unvested equity grants and undelivered shares of unrestricted stock, will be forfeited. Any payment of salary made by the Company pursuant to this Section 7.c shall be made pro rata on the Company’s regularly scheduled payroll dates following the termination, and the payment made pursuant to this Section 7.c shall be in lieu of and in satisfaction of all claims for severance, payment in lieu of notice or other compensation which may otherwise arise upon termination of employment with the Company, except for salary or other compensation earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.

g.Change of Control. If (i) a Change in Control (as defined below) occurs during the Term; and (ii) a termination of this Agreement and Employee’s employment hereunder by the Company without Cause or by Employee for Good Reason or Non-Renewal by the Company occurs as a result of a Change of Control during the period commencing on the date of execution of a binding agreement which would result in a Change in Control if consummated and ending on the twelve (12) month anniversary of the consummation of such Change in Control, then Employee shall be entitled to the Severance Benefits, subject to the terms and conditions thereof (including, without limitation, those requirements that Employee must satisfy as a condition of receipt of the Severance Benefits), except that for purposes of this Section 7(g), all of Employee’s then-outstanding equity grants, to the extent not previously vested, which are subject to vesting solely on the basis of time shall fully vest and become immediately exercisable or settled as of the date of such termination of employment (which shall be in lieu of any continued vesting of such equity grants pursuant to clause (iii) of Section(c)). For purposes of this paragraph, a “Change in Control” shall mean any transaction or series of related transactions the consummation of which results in another individual or entity holding or having a beneficial interest in shares of Audacy Communications Corp.’s capital stock that represent more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock; provided, that a Change of Control shall not include any transaction which results in the Field Family or any group thereof holding or having a beneficial interest in shares of the Company’s capital stock that represent more than fifty percent (50%) of the voting power of the Company’s outstanding capital stock.

h.Additional Employee Termination Right.Employee also may terminate this Agreement if, on or after January 1, 2025, Employee has received and has accepted an offer to become the Chief Executive Officer or President of an organization of similar or larger size than Audacy, Inc. as measured by either annual revenue or enterprise value, provided Employee shall provide the Company with no less than forty-five (45) days’ notice prior to termination of this Agreement.

i.Death or Disability.This Agreement shall terminate the event of the Employee’s death or total and permanent disability as defined by Section 22(e)(3) of the Internal Revenue Code. In either such event, Employee’s earned but unpaid Annual Incentive Bonus shall immediately become due and payable to his estate and with respect to any then unvested equity grants, all such grants shall immediately vest and the restrictions on them shall lapse.

8.Intellectual Property Rights. All copyright, trademark and/or other intellectual property rights of any kind created, conceived, developed or reduced to practice by Employee, alone or in cooperation with other Company employees, during the Term and relating to or useful in the Company’s business or to Employee’s duties, (“Works”) shall be deemed a “work for hire” and shall be and remain the sole and exclusive property of the Company, and Employee shall, to the extent deemed necessary or desirable by the Company, cooperate and assist the Company in perfecting, filing and recording any such rights, including without limitation executing inventors’ declarations and assignment forms. To the extent that any Works are not deemed “work for hire” Employee shall assign and hereby does assign all of the Employee’s rights in such Works to the Company and waives any and all moral rights the Employee may have in such Works. Employee’s obligations under this Section shall survive the expiration or termination of this Agreement.

9.Confidentiality. During Employee’s employment with the Company, Employee will receive information and training which are proprietary to the Company, including without limitation customer lists, pricing, programming techniques, financial information, sales strategies and methods and promotional programs and techniques. Employee agrees that all such information is the sole and exclusive property of the Company, and that Employee will safeguard all such information and maintain it as secret and confidential. Employee further agrees

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not to disclose such information to any third party without the express prior written consent of Audacy’s Chief Operating Officer. Notwithstanding the foregoing, this Agreement shall not prohibit Employee from disclosing to or discussing with others the compensation Employee receives from the Company. Employee’s obligations under this Section shall survive the expiration or termination of this Agreement. Notwithstanding any other provision herein, Employee understands and acknowledges that, pursuant to Section 7 of the Defend Trade Secrets Act of 2016 (which added 18 U.S.C. § 1833(b)), Employee shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (A) (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by such Section. Employee’s obligations under this Section shall not apply to information which (x) is or becomes generally available to the public other than as a result of a disclosure by Employee; (y) is or becomes available to Employee on a non-confidential basis from a source which is entitled to disclose it to Employee; or (z) was known by Employee prior to Employee’s receipt of such information from the Company.

10.No Restrictions. Employee represents and warrants that Employee is free to enter into and perform this Agreement with Company and is not and will not be under any disability, restriction or prohibition, contractual or otherwise, with respect to: (a) Employee’s right to execute this Agreement; (b) Employee’s right to grant all of the rights granted to the Company hereunder; and (c) Employee’s right to fully perform each and every term and obligation hereof. Employee agrees not to do or attempt to do, or suffer to be done, during or after the term of this Agreement any act in derogation of or inconsistent with the Company’s rights under this Agreement.

11.Non-Waiver. The waiver by either party of any term or condition of this Agreement or of the breach thereof shall not be deemed to constitute the waiver of any other term or condition of this Agreement or of any subsequent breach of any term or condition hereof.

12.Governing Law. The validity, construction, interpretation and effect of this Agreement shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.

13.Assignment. Employee may not assign any of Employee’s rights or obligations hereunder without the express prior written permission of the Company.  The Company may assign its rights and obligations hereunder (including without limitation, any rights to enforce the Restrictive Covenants contained herein) to any individual or entity.  Upon agreement in writing by such successor to be bound by the terms hereof, Company shall be relieved from all further liability or obligation hereunder.

14.Company’s Obligation. Nothing herein shall be construed to require Company to utilize Employee’s services hereunder and, in the event that the Company decides not to utilize Employee’s services during any period of the term of this Agreement, Company’s obligation shall be deemed fully satisfied by payment of the salary provided in Section 2(a) during such portion the term.

15.Severability. If any clause or provision of this Agreement is illegal, invalid, or unenforceable under present or future laws, then the remainder of this Agreement shall not be affected thereby and in lieu of such clause or provision, there shall be added as a part of this Agreement a clause or provision as similar in terms to such illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable.

16.Attorney’s Fees. If either party hereto initiates judicial proceedings in order to enforce any of the terms and conditions of this Agreement, to compel the other party to perform any of the terms and conditions of this Agreement, to obtain a declaration of the rights, duties and obligations of the parties pursuant to this Agreement, or to obtain damages or any other relief at law or in equity, the party prevailing in such litigation shall be entitled to receive, in addition to such relief as may be granted, a reasonable sum as and for attorneys’ fees and expenses and court costs incurred in prosecuting such litigation, which fees, expenses and costs shall be determined and awarded by the court having jurisdiction of any action brought for the purpose of determining and collecting said attorneys’ fees.

17.Litigation and Regulatory Cooperation. During and after the Term, Employee shall reasonably cooperate in the defense or prosecution of claims, investigations, or other actions which relate to events or occurrences during Employee’s employment with the Company. Employee’s cooperation shall include being available to prepare for the Company’s fact investigation, discovery or trial and to act as a witness. The Company shall (x) seek to minimize interruptions to Employee’s business and personal schedule; and (y) reimburse Employee for reasonable expenses, including travel expenses, incurred in such cooperation. Employee’s obligations as set forth above in this Section shall survive beyond the termination of Employee’s employment with the Company.

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18.Section 409A Compliance.

(a)To the extent applicable, this Agreement shall be interpreted and applied consistent and in accordance with Section 409A of Internal Revenue Code of 1986, as amended (the “Code”), and Department of Treasury regulations and other interpretive guidance issued thereunder (“Section 409A”). If, however, the parties determine that any compensation or benefits payable under this Agreement may be or become subject to Section 409A, the parties shall cooperate to adopt such amendments to this Agreement or to adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take such other actions, as the parties determine to be necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Section 409A and/or preserve the intended tax treatment of such compensation and benefits, or (ii) comply with the requirements of Section 409A.

(b)Notwithstanding any provision to the contrary in the Agreement, in order to be eligible to receive any termination benefits under this Agreement that are deemed deferred compensation subject to Section 409A of the Code, Employee’s termination of employment must constitute a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h) (a “Separation from Service”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “Separation from Service.”

(c)Notwithstanding anything herein to the contrary, if Employee is deemed at the time of termination of employment with the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed commencement of any portion of the termination benefits to which Employee is entitled under the Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code, such portion of termination benefits shall not be provided to Employee prior to the earlier of (i) the expiration of the six-month period measured from the date of the Employee’s Separation from Service with the Company or (ii) the date of Employee’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to Employee, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether Employee is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of the Separation from Service shall made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including without limitation Treas. Reg. Section 1.409A-1(i) and any successor provision thereto).

(d)Notwithstanding the foregoing or any other provisions of the Agreement, Employee and the Company agree that, for purposes of the limitations on nonqualified deferred compensation under Section 409A of the Code, each payment of compensation under the Agreement shall be treated as a right to receive a series separate and distinct payments of compensation for purposes of applying the Section 409A of the Code.

(e)Notwithstanding anything herein to the contrary, to the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Employee, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

19.Miscellaneous. This Agreement constitutes the entire agreement and understanding between Employee and the Company concerning the compensation to be paid to Employee and all of the terms and conditions of Employee’s employment by Company. This Agreement supersedes any prior understandings, representations or agreements, whether oral or written, concerning the subject matter hereof, including but not limited to that certain agreement between Employee and Audacy Operations, Inc. (predecessor in interest to the Company) dated March 4, 2020, as amended by that First Amendment dated December 14, 2021. This Agreement

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may not be modified or amended except by a written instrument duly executed by the party against whom such modification or amendment is sought to be enforced.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

                            AUDACY SERVICES, INC.

AUDACY OPERATIONS, INC.

                            By:    /s/ Andrew P. Sutor, IV

Andrew P. Sutor, IV

Executive Vice President, General Counsel

                            Date:    1-9-2023

ACCEPTED & AGREED TO

By:    /s/ J.D. Crowley

J.D. Crowley

Date:    1/9/2023    

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EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, David J. Field, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Audacy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2023

By:	/s/ David J. Field
Name:	David J. Field
Title:	Chairman, Chief Executive Officer and President
	(principal executive officer)

1

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

I, Richard J. Schmaeling, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Audacy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 10, 2023

By:	/s/ Richard J. Schmaeling
Name:	Richard J. Schmaeling
Title:	Executive Vice President – Chief Financial Officer
	(principal financial officer)

1

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Audacy, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)    the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2023

By:	/s/ David J. Field
Name:	David J. Field
Title:	Chairman, Chief Executive Officer and President
	(principal executive officer)

A signed original of this written statement required by Section 906 has been provided to Audacy, Inc. and will be retained by Audacy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Audacy, Inc. (the “Company”) hereby certifies, to such officer’s knowledge, that:

(i)    the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

(ii)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2023

By:	/s/ Richard J. Schmaeling
Name:	Richard J. Schmaeling
Title:	Executive Vice President - Chief Financial Officer
	(principal financial officer)

A signed original of this written statement required by Section 906 has been provided to Audacy, Inc. and will be retained by Audacy, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

1

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	Apr. 30, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-14461
Entity Registrant Name	Audacy, Inc.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-1701044
Entity Address, Address Line One	2400 Market Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(610)
Local Phone Number	660-5610
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	true
Entity Shell Company	false
Title of 12(b) Security	Class A Common Stock, par value $.01 per share
Trading Symbol	AUD
Security Exchange Name	NYSE
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001067837
Current Fiscal Year End Date	--12-31
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		146,302,307
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		4,045,199

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
ASSETS:
Cash	$ 83,773	$ 103,344
Accounts receivable, net of allowance of $9,391 in 2023 and $9,425 in 2022	220,432	261,357
Prepaid expenses, deposits and other	90,324	72,350
Total current assets	394,529	437,051
Investments	3,005	3,005
Net property and equipment	347,477	344,690
Operating lease right-of-use assets	211,259	211,022
Radio broadcasting licenses	2,084,269	2,089,226
Goodwill	63,915	63,915
Assets held for sale	5,842	5,474
Other assets, net of accumulated amortization	119,730	130,510
TOTAL ASSETS	3,230,026	3,284,893
LIABILITIES:
Accounts payable	9,507	14,002
Accrued expenses	80,880	72,488
Other current liabilities	64,419	80,549
Operating lease liabilities	39,195	40,815
Total current liabilities	194,001	207,854
Long-term debt	1,881,363	1,880,362
Operating lease liabilities, net of current portion	201,824	196,654
Net deferred tax liabilities	444,631	453,378
Other long-term liabilities	22,545	26,026
Total long-term liabilities	2,550,363	2,556,420
Total liabilities	2,744,364	2,764,274
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY:
Additional paid-in capital	1,678,554	1,676,843
Accumulated deficit	(1,196,497)	(1,160,618)
Accumulated other comprehensive income	2,102	2,942
Total shareholders' equity	485,662	520,619
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	3,230,026	3,284,893
Common Class A
SHAREHOLDERS' EQUITY:
Common stock	1,463	1,412
Common Class B
SHAREHOLDERS' EQUITY:
Common stock	40	40
Common Class C
SHAREHOLDERS' EQUITY:
Common stock	$ 0	$ 0

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Allowance for credit loss	$ 9,391	$ 9,425
Common Class A
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock shares outstanding (in shares)	146,219,399	141,159,834
Common stock shares issued (in shares)	146,219,399	141,159,834
Common Class B
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	75,000,000	75,000,000
Common stock shares outstanding (in shares)	4,045,199	4,045,199
Common stock shares issued (in shares)	4,045,199	4,045,199
Common Class C
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock shares outstanding (in shares)	0	0
Common stock shares issued (in shares)	0	0

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
NET REVENUES	$ 259,635	$ 275,295
OPERATING EXPENSE:
Station operating expenses	233,927	227,045
Depreciation and amortization expense	17,442	13,539
Corporate general and administrative expenses	25,298	25,911
Restructuring charges	2,421	886
Impairment loss	5,050	1,521
Net gain on sale or disposal	(12,404)	(2,458)
Other expenses	110	350
Total operating expense	271,844	266,794
OPERATING INCOME (LOSS)	(12,209)	8,501
NET INTEREST EXPENSE	32,381	23,471
OTHER (INCOME) EXPENSE	0	0
(LOSS) BEFORE TAXES (BENEFIT)	(44,590)	(14,970)
TAX (BENEFIT) EXPENSE	(8,689)	(3,897)
NET LOSS	$ (35,901)	$ (11,073)
NET LOSS PER SHARE - BASIC (in dollars per share)	$ (0.25)	$ (0.08)
NET LOSS PER SHARE - DILUTED (in dollars per share)	$ (0.25)	$ (0.08)
WEIGHTED AVERAGE SHARES:
Basic (in shares)	141,114,573	138,122,432
Diluted (in shares)	141,114,573	138,122,432

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
NET LOSS	$ (35,901)	$ (11,073)
OTHER COMPREHENSIVE INCOME, NET OF TAXES:
Net unrealized (loss) gain on derivatives, net of taxes (benefit)	(840)	1,223
COMPREHENSIVE LOSS	$ (36,741)	$ (9,850)

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Class A	Common Class B	Common Stock Common Class A	Common Stock Common Class B	Additional Paid-in Capital	(Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2021				140,060,355	4,045,199
Beginning balance at Dec. 31, 2021	$ 652,205			$ 1,401	$ 40	$ 1,671,195	$ (1,020,142)	$ (289)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(11,073)						(11,073)
Compensation expense related to granting of stock awards (in shares)				(59,352)
Compensation expense related to granting of stock awards	2,698			$ (1)		2,699
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares)				61,009
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	177			$ 1		176
Purchase of vested employee restricted stock units (in shares)				(621,876)
Purchase of vested employee restricted stock units	(1,839)			$ (6)		(1,833)
Payment of dividends on common stock	(174)					(174)	0
Dividend equivalents, net of forfeitures	202						202	0
Net unrealized gain (loss) on derivatives	1,223						0	1,223
Ending balance (in shares) at Mar. 31, 2022				139,440,136	4,045,199
Ending balance at Mar. 31, 2022	643,419			$ 1,395	$ 40	1,672,063	(1,031,013)	934
Beginning balance (in shares) at Dec. 31, 2022		141,159,834	4,045,199	141,159,834	4,045,199
Beginning balance at Dec. 31, 2022	520,619			$ 1,412	$ 40	1,676,843	(1,160,618)	2,942
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(35,901)						(35,901)
Compensation expense related to granting of stock awards (in shares)				5,871,732
Compensation expense related to granting of stock awards	1,949			$ 59		1,890
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares)				0
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	0			$ 0		0
Purchase of vested employee restricted stock units (in shares)				(812,167)
Purchase of vested employee restricted stock units	(127)			$ (8)		(119)
Payment of dividends on common stock	(60)					(60)
Dividend equivalents, net of forfeitures	22						22
Net unrealized gain (loss) on derivatives	(840)							(840)
Ending balance (in shares) at Mar. 31, 2023		146,219,399	4,045,199	146,219,399	4,045,199
Ending balance at Mar. 31, 2023	$ 485,662			$ 1,463	$ 40	$ 1,678,554	$ (1,196,497)	$ 2,102

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
OPERATING ACTIVITIES:
Net loss	$ (35,901)	$ (11,073)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	17,442	13,539
Net amortization of deferred financing costs (net of original issue discount and debt premium)	1,008	1,002
Net deferred taxes (benefit) and other	(8,442)	(4,039)
Provision for bad debts	471	49
Net (gain) loss on sale or disposal	(12,404)	(2,458)
Non-cash stock-based compensation expense	1,949	2,698
Deferred compensation	292	(1,725)
Impairment loss	5,050	1,521
Change in fair value of contingent consideration	0	282
Changes in assets and liabilities (net of effects of acquisitions, and dispositions):
Accounts receivable	40,454	48,135
Prepaid expenses and deposits	(17,974)	(18,574)
Accounts payable and accrued liabilities	(9,134)	(9,202)
Accrued interest expense	(1,660)	(1,454)
Other long-term liabilities	(3,773)	(3,481)
Net cash (used in) provided by operating activities	(22,622)	15,220
INVESTING ACTIVITIES:
Additions to property, equipment and software	(13,618)	(14,522)
Proceeds from sale of property, equipment, intangibles and other assets	16,866	2,464
Net cash provided by (used in) investing activities	3,248	(12,058)
FINANCING ACTIVITIES:
Payments of long-term debt	(10)	0
Payments of revolving senior debt	0	(22,727)
Proceeds from issuance of employee stock plan	0	177
Purchase of vested employee restricted stock units	(127)	(1,839)
Payment of dividend equivalents on vested restricted stock units	(60)	(174)
Net cash (used in) provided by financing activities	(197)	(24,563)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(19,571)	(21,401)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	103,344	59,439
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	83,773	38,038
Cash paid (received) during the period for:
Interest	32,692	23,616
Income taxes	$ 239	$ (15,201)

XML

BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

Audacy, Inc. (formerly Entercom Communications Corp.) was formed as a Pennsylvania corporation in 1968. On April 9, 2021, the Company changed its name to Audacy, Inc. and changed its New York Stock Exchange ticker symbol from "ETM" to "AUD."

The interim unaudited condensed consolidated financial statements included herein have been prepared by Audacy, Inc. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 16, 2023, as part of the Company’s Annual Report on Form 10-K (the "2022 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2022 Annual Report.

Going Concern

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the current macroeconomic conditions and determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying unaudited consolidated financial statements are issued.

Current macroeconomic conditions have created, and may continue to create, significant uncertainty in operations, including rising inflation and interest rates, significant volatility in financial markets, decreases in advertising revenue, and increased competition for advertising expenditures, which have had, and are expected to continue to have, a material adverse effect on the Company’s forecasted revenue. As a result, management continues to execute on cash management and strategic operational plans to manage liquidity and debt covenant compliance, including evaluating contractual obligations and workforce reductions, managing operating expenses, divesting non-strategic assets of the Company, and initiating a variety of transactions to manage the Company’s liabilities, which could include extending maturities or otherwise reorganizing the Company’s debt to decrease overall leverage. The Company is unable to predict with certainty the impact that the current macroeconomic conditions will have on its ability to consummate these transactions or maintain compliance with the financial covenants contained in the Company’s debt agreements.

As of March 31, 2023, the Company was in compliance with such debt covenants. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, and its forecasted business plan in light of current macroeconomic conditions. The Company’s current forecast of future revenue over the next twelve months indicates that such revenue is unlikely to be sufficient for the Company to be able to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable. This could require the Company to obtain waivers or amendments in order to maintain compliance, and there can be no assurance that any such waiver or amendment would be available on acceptable terms or at all. If the Company is unable to obtain necessary waivers or amendments and its debt is accelerated, there can be no assurance that the Company would be able to obtain replacement financing or to satisfy its obligations. This uncertainty surrounding compliance with the Company’s debt covenants raises substantial doubt regarding the Company’s ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements.

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary course of business. As such, they do not include any adjustments to the recoverability and reclassification of recorded amounts that might be necessary should the Company be unable to continue as a going concern.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2022 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows.

XML

BUSINESS COMBINATIONS AND EXCHANGES

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS AND EXCHANGES

BUSINESS COMBINATIONS AND EXCHANGES

The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed as incurred for book purposes and amortized for tax purposes.

2023 Dispositions

During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $12.4 million.

2022 Dispositions

During the second quarter of 2022, the Company entered into an agreement with a third party to dispose of land, and equipment in Houston, Texas. In aggregate, these assets had a carrying value of approximately $4.2 million. In the third quarter of 2022, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $10.6 million in the third quarter of 2022.

During the third quarter of 2022, the Company entered into an agreement to dispose of land and equipment in Nevada. On November 2, 2022 the Company completed the sale of land and equipment for $39.1 million cash and reported a gain of approximately $35.3 million.

Beasley Exchange

On December 22, 2022, the Company completed a transaction with Beasley Media Group Licenses, LLC and Beasley Media Group, LLC. ("Beasley") in which the Company exchanged its Station KXTE located in Pahrump, Nevada for Beasley's Station KDWN located in Las Vegas, Nevada (the "Beasley Vegas Exchange"). The Company and Beasley began programming the respective stations under local marketing agreements ("LMAs") on November 14, 2022. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with station KXTE (the "divested station") and included net revenues and station operating expenses associated with station KDWN (the "acquired station").

Upon completion of the Beasley Vegas Exchange, the Company: (i) removed from its consolidated balance sheet the assets of the divested station; (ii) recorded the assets of the acquired station at fair value; and (iii) recognized a loss on the exchange of approximately $2.0 million.

The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following table reflects the final allocation of the purchase price to the assets acquired.

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	535
Total tangible property	$	535
Radio broadcasting licenses	2,002
Total intangible assets	$	2,002
Total assets	$	2,537

XML

RESTRUCTURING CHARGES

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Costs to exit duplicative contracts	$	395	$	—
Workforce reduction	1,860		721
Other restructuring costs	166		165
Total restructuring charges	$	2,421	$	886

Restructuring Plan

During the first quarter of 2023, the Company initiated a restructuring plan to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the current macroeconomic conditions. The restructuring plans primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the current macroeconomic conditions.

The estimated amount of unpaid restructuring charges as of March 31, 2023 includes amounts in accrued expenses that are expected to be paid in less than one year.

	Three Months Ended March 31, 2023		Twelve Months Ended December 31, 2022
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,750	$	2,623
Additions	2,421		10,008
Payments	(1,720)		(9,881)
Restructuring charges unpaid and outstanding	3,451		2,750
Restructuring charges - current portion	$	3,451	$	2,750

XML

REVENUE

3 Months Ended

Mar. 31, 2023

Revenues [Abstract]

REVENUE

REVENUE

Spot Revenues

The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company's performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Digital Revenues

The Company provides targeted advertising through the sale of streaming and display advertisements on its national platforms, audacy.com and eventful.com, the Audacy ® app, and its station websites. Performance obligations include delivery of advertisements over the Company's platforms or delivery of targeted advertisements directly to consumers. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Through its podcast studio, Cadence 13, LLC. ("Cadence13"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Through its podcast studio, Pineapple Street Media LLC ("Pineapple"), the Company creates podcasts, for which it earns production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the term of the production contract.

Network Revenues

The Company sells air-time on the Company's Audacy Audio Network. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Sponsorship and Event Revenues

The Company sells advertising space at live and local events hosted by the Company across the country. The Company also earns revenues from attendee-driven ticket sales and merchandise sales. Performance obligations include the presentation of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, when the event occurs and the performance obligations are satisfied.

The Company also sells sponsorships including, but not limited to, naming rights related to its programs or studios. Performance obligations include the mentioning or displaying of the sponsors' name, logo, product information, slogan or neutral descriptions of the sponsors' goods or services in acknowledgement of their support. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included.

Other Revenues

The Company earns revenues from on-site promotions and endorsements from talent. Performance obligations include the broadcasting of such endorsement at specifically identifiable days and dayparts or at various local events. The Company recognizes revenue at a point in time when the performance obligations are satisfied.

The Company earns trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. The Company includes the value of such exchanges in both net revenues and station operating expenses. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received.

Contract Balances

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.3 million and $0.8 million as of March 31, 2023 and December 31, 2022, respectively.

Description	March 31, 2023		December 31, 2022
	(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	$	219,164	$	260,509
Unearned revenue - current	13,527		13,687
Unearned revenue - noncurrent	385		403

Changes in Contract Balances

The timing of revenue recognition, billings and cash collections results in accounts receivable (billed or unbilled), and customer advances and deposits (unearned revenue) on the Company’s condensed consolidated balance sheet. At times, however, the Company receives advance payments or deposits from its customers before revenue is recognized, resulting in contract liabilities. The contract liabilities primarily relate to consideration received in advance from customers on certain contracts. For these contracts, revenue is recognized upon satisfaction of the underlying performance obligations. The contract liabilities are reported on the condensed consolidated balance sheet on a contract-by-contract basis at the end of each respective reporting period within other current liabilities and other long-term liabilities.

Significant changes in the contract liabilities balances during the period are as follows:

	Three Months Ended March 31, 2023
Unearned Revenue	(amounts in thousands)
Beginning balance on January 1, 2023	$	14,090
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(447)
Additions, net of revenue recognized during period	269
Ending balance	$	13,912

Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source:

	Three Months Ended March 31,
	2023		2022
Revenue by Source	(amounts in thousands)
Spot revenues	$	159,309	$	175,135
Digital revenues	56,925		58,039
Network revenues	19,868		21,141
Sponsorships and event revenues	12,444		10,327
Other revenues	11,089		10,653
Net revenues	$	259,635	$	275,295

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LEASES

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

LEASES

LEASES

Leasing Guidance

The Company recognizes the assets and liabilities that arise from leases on the commencement date of the lease. The Company recognizes the liability to make lease payments as a lease liability, as well as a right-of-use ("ROU") asset representing the right to use the underlying asset for the lease term, on the condensed consolidated balance sheet.

Lease Expense

The components of lease expense were as follows:

Lease Cost	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Operating lease cost	$	12,304	$	12,585
Variable lease cost	2,850		2,904
Total lease cost	$	15,154	$	15,489

Supplemental Cash Flow

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31,
	2023		2022
Description	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,469	$	13,610
Right-of-use assets obtained in exchange for lease obligations
Operating leases (1)	$	16,476	$	2,769

(1) As of March 31, 2023, the Company has not entered into any leases that have not yet commenced.

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INTANGIBLE ASSETS AND GOODWILL

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized for book purposes. They may, however, be amortized for tax purposes. The Company accounts for its acquired broadcasting licenses as indefinite-lived intangible assets and, similar to goodwill, these assets are reviewed at least annually for impairment. At the time of each review, if the fair value is less than the carrying value of the reporting unit, then a charge is recorded to the results of operations.

The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 14, Assets Held For Sale, for additional information.

	Broadcasting Licenses Carrying Amount
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,089,226	$	2,251,546
Disposition of radio stations (See Note 2)	—		(4,377)
Acquisitions (See Note 2)	—		2,002
Loss on impairment	—		(159,089)
Assets held for sale (See Note 14)	(4,957)		(856)
Ending period balance	$	2,084,269	$	2,089,226

The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information.

	Goodwill Carrying Amount
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,588	$	1,062,723
Accumulated loss on impairment as of January 1,	(998,673)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	63,915		82,176
Loss on impairment	$	—	(18,126)
Measurement period adjustments to acquired goodwill (See Note 2)	—		(135)
Ending period balance	$	63,915	$	63,915

Broadcasting Licenses Impairment Test

The Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for its FCC broadcasting licenses, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was not warranted.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods.

There were no events or changes in circumstances since the previous annual impairment assessment conducted that indicated an interim review of broadcasting licenses was required.

Goodwill Impairment Test

The Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was not warranted.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods.

There were no events or changes in circumstances since the previous annual impairment assessment conducted that indicated an interim review of goodwill was required.

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OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2023

Other Liabilities Disclosure [Abstract]

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES

Other current liabilities consist of the following as of the periods indicated:

	Other Current Liabilities
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Accrued compensation	$	14,996	$	25,730
Accounts receivable credits	3,843		4,333
Advertiser obligations	8,642		6,465
Accrued interest payable	13,273		14,933
Unearned revenue	13,527		13,687
Accrued sports rights	163		3,397
Accrued benefits	5,644		7,640
Non-income tax liabilities	1,877		1,804
Other	2,454		2,560
Total other current liabilities	$	64,419	$	80,549

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

Long-term debt was comprised of the following as of the periods indicated:

	Long-Term Debt
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Credit Facility
Revolver	$	180,000	$	180,000
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	1,046		1,116
	813,461		813,531
2027 Notes
6.500% notes due May 1, 2027	460,000		460,000
Plus unamortized premium	3,035		3,220
	463,035		463,220
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility	75,000		75,000
Other debt	44		23
Total debt before deferred financing costs	1,891,540		1,891,774
Deferred financing costs (excludes the revolving credit)	(10,177)		(11,412)
Total long-term debt, net of current debt	$	1,881,363	$	1,880,362
Outstanding standby letters of credit	$	7,488	$	5,909

(A) Senior Debt

The 2027 Notes

During 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.) ("Audacy Capital Corp."), issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes") under an Indenture dated as of April 30, 2019 (the "Base Indenture").

Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1, 2022, only a portion of the Initial 2027 Notes could be redeemed at a price of 106.500% of their principal amount plus accrued interest. On or after May 1, 2022, the Initial 2027 Notes may be redeemed, in whole or in part, at a price of 104.875% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest.

The Company used net proceeds of the offering, along with cash on hand and $89.0 million borrowed under its Revolver, to repay $425.0 million of existing indebtedness under the Company's term loan outstanding at that time (the "Term B-1 Loan").

In connection with this refinancing activity described above, during the second quarter of 2019, the Company: (i) wrote off $1.6 million of unamortized deferred financing costs associated with the Term B-1 Loan; (ii) wrote off $0.2 million of unamortized premium associated with the Term B-1 Loan; and (iii) recorded $3.9 million of new deferred financing costs which will be amortized over the term of the Initial 2027 Notes under the effective interest rate method.

During the fourth quarter of 2019, the Company and its finance subsidiary, Audacy Capital Corp., issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). The Additional Notes were issued as additional notes under the Base Indenture, as supplemented by a first supplemental indenture, dated December 13, 2019 (the "First Supplemental Indenture"), and, together with the Base Indenture (the "Indenture"). As of December 31, 2021, the Additional Notes were treated as a single series with the $325.0 million Initial 2027 Notes (together, with the Additional Notes, the "Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional Notes were issued at a price of 105.0% of their principal amount, plus accrued interest from November 1, 2019. The unamortized premium on the Notes is reflected on the balance sheet as an addition to the Notes.

The Company used net proceeds of the Additional Notes offering to repay $96.7 million of existing indebtedness under the Company's Term B-1 Loan. Contemporaneous with this partial pay-down of the Term B-1 Loan, the Company replaced the remaining amount outstanding under the Term B-1 Loan with a Term B-2 loan (the "Term B-2 Loan").

In connection with this refinancing activity described above, during the fourth quarter of 2019, the Company: (i) wrote off $0.3 million of unamortized deferred financing costs associated with the Term B-1 Loan; and (ii) recorded $3.8 million of new deferred financing costs.

During the fourth quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the $325.0 million Initial 2027 Notes and the $100.0 million Additional Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. The premium on the Additional 2027 Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the 2027 Notes is reflect on the balance sheet as an addition to the 2027 Notes.

During the second quarter of 2022, the Company repurchased $10.0 million of its 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the 2027 Notes.

The Credit Facility

The Company's credit agreement (the "Credit Facility"), as amended, is comprised of a $250.0 million Revolver and a term B-2 loan (the "Term B-2 Loan").

The Company executed Amendment No. 4 which established a new class of revolving credit commitments from a portion of its existing revolving commitments with a later maturity date than the revolving credit commitments immediately prior to the effectiveness of the amendment. All but one of the original lenders in the Revolver agreed to extend the maturity date from November 17, 2022, to August 19, 2024.

As a result, approximately $227.3 million (the "New Class Revolver") of the $250.0 million Revolver has a maturity date of August 19, 2024, and approximately $22.7 million (the "Original Class Revolver") of the $250.0 million Revolver had a maturity date of November 17, 2022.

The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2023. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of March 31, 2023, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 times.

Failure to comply with the Company’s financial covenant or other terms of its Credit Facility and any subsequent failure to negotiate and obtain any required relief from its lenders could result in a default under the Company’s Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt repayment could have a material adverse effect on its business. The Company may seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may result in higher interest rates.

As of March 31, 2023, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing. Refer to Note 1, Basis of Presentation And Significant Policies - Liquidity and Capital Resources, for additional information.

The 2029 Notes

During the first quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued $540.0 million in aggregate principal amount of senior secured second-lien notes due March 31, 2029 (the "2029 Notes"). Interest on the 2029 Notes accrues at the rate of 6.750% per annum and is payable semi-annually in arrears on March 31 and September 30 of each year.

The Company used net proceeds of the offering, along with cash on hand, to: (i) repay $77.0 million of existing indebtedness under the Term B-2 Loan; (ii) repay $40.0 million of drawings under the Revolver; and (iii) fully redeem all of its $400.0 million aggregate principal amount of 7.250% senior notes due 2024 (the "Senior Notes") and to pay fees and expenses in connection with the redemption.

In connection with this activity, during the first quarter of 2021, the Company: (i) recorded $6.6 million of new debt issuance costs attributable to the 2029 Notes; and (ii) $0.4 million of debt issuance costs attributable to the Revolver which will be amortized over the remaining term of the Revolver on a straight line basis. The Company also incurred $0.5 million of costs which were classified within refinancing expenses.

The Credit Facility - Amendment No. 5

On July 20, 2020, Audacy Capital Corp. entered into an amendment ("Amendment No. 5") to the Credit Agreement dated October 17, 2016 (as previously amended, the "Existing Credit Agreement" and, as amended by Amendment No. 5, the "Credit Agreement"), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Amendment No. 5, among other things:

(a) amended the Company's financial covenants under the Credit Agreement by: (i) suspending the testing of the Consolidated Net First Lien Leverage Ratio (as defined in the Credit Agreement) through the Test Period (as defined in the Credit Agreement) ending December 31, 2020; (ii) adding a new minimum liquidity covenant of $75.0 million until December 31, 2021, or such earlier date as the Company may elect (the "Covenant Relief Period"); and (iii) imposing certain restrictions during the Covenant Relief Period, including among other things, certain limitations on incurring additional indebtedness and liens, making restricted payments or investments, redeeming notes and entering into certain sale and lease-back transactions;

(b) increased the interest rate and/or fees under the Credit Agreement during the Covenant Relief Period applicable to: (i) 2024 Revolving Credit Loans (as defined in the Credit Agreement) to (x) in the case of Eurodollar Rate Loans (as defined in the Credit Agreement), a customary Eurodollar rate formula plus a margin of 2.50% per annum, and (y) in the case of Base Rate Loans (as defined in the Credit Agreement), a customary base rate formula plus a margin of 1.50% per annum, and (ii) Letter of Credit (as defined in the Credit Agreement) fees to 2.50% times the daily maximum amount available to be drawn under any such Letter of Credit; and

(c) modified the definition of Consolidated EBITDA by setting fixed amounts for the fiscal quarters ending June 30, 2020, September 30, 2020, and December 31, 2020, for purposes of testing compliance with the Consolidated Net First Lien Leverage Ratio financial covenant during the Covenant Relief Period, which fixed amounts correspond to the Borrower's Consolidated EBITDA as reported under the Existing Credit Agreement for the Test Period ended March 31, 2020, for the fiscal quarters ending June 30, 2019, September 30, 2019, and December 31, 2019, respectively.

The Credit Facility - Amendment No. 6

On March 5, 2021, Audacy Capital Corp. entered into an amendment ("Amendment No. 6") to the Credit Agreement dated October 17, 2016 (as previously amended, the “Existing Credit Agreement” and, as amended by Amendment No. 6, the “Credit Agreement”), with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent.

Under the Existing Credit Agreement, during the Covenant Relief Period the Company was subject to a $75.0 million limitation on investments in joint ventures, Affiliates, Unrestricted Subsidiaries and Non-Guarantor Subsidiaries (each as

defined in the Existing Credit Agreement) (the “Covenant Relief Period Investment Limitation”). Amendment No. 6, among other things, excludes from the Covenant Relief Period Investment Limitation any investments made in connection with a permitted receivables financing facility. The Covenant Relief Period ended in the fourth quarter of 2021.

Accounts Receivable Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million Receivables Facility to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Credit Facility.

The documentation for the Receivables Facility includes (i) a Receivables Purchase Agreement entered into by and among Audacy Operations, Audacy Receivables as seller, the Investors, and DZ BANK, as agent; (ii) a Sale and Contribution Agreement, by and among Audacy Operations, Audacy NY, and Audacy Receivables; and (iii) a Purchase and Sale Agreement and together with the Receivables Purchase Agreement and the Sale and Contribution Agreement, the “Agreements”) by and among certain wholly-owned subsidiaries of the Company (together with Audacy NY, the “Originators”), Audacy Operations and Audacy NY.

Pursuant to the Purchase and Sale Agreement, the Originators (other than Audacy NY) have sold, and will continue to sell on an ongoing basis, their accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy NY. Pursuant to the Sale and Contribution Agreement, Audacy NY has sold and contributed, and will continue to sell and contribute on an ongoing basis, its accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to the Receivables Purchase Agreement, Audacy Receivables has sold and will continue to sell on an ongoing basis such accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments.

Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either the Secured Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin. Collections on the accounts receivable: (x) will be used to either: (i) satisfy the obligations of Audacy Receivables under the Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (y) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements.

The Agreements contain representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios.

The Company has agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Receivables Facility documents. The Company has not agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor.

In general, the proceeds from the sale of the accounts receivable are used by the special purpose vehicle ("SPV") to pay the purchase price for accounts receivable it acquires from Audacy NY and may be used to fund capital expenditures, repay borrowings on the Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses.

Although the SPV is a wholly owned consolidated subsidiary of Audacy NY, the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivable) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivable are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing.

The Receivables Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, a required minimum tangible net worth, and a minimum liquidity requirement (the "financial covenants"). Specifically, the

Receivables Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2023.

As of March 31, 2023, the Company’s Consolidated Net First Lien Leverage Ratio was 3.8 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain liquidity of $25 million. As of March 31, 2023, the Company was compliant with the financial covenants.

The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. As of March 31, 2023, the SPV has $190.1 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility.

(B) Senior Unsecured Debt

The Senior Notes

Simultaneously with entering into a business combination and assuming the Credit Facility on November 17, 2017, the Company also assumed the 7.250% unsecured senior notes (the “Senior Notes”) that were subsequently modified and were set to mature on November 1, 2024 in the amount of $400.0 million. The Senior Notes were originally issued by CBS Radio Inc. (now Audacy Capital Corp.) on October 17, 2016.

Interest on the Senior Notes accrued at the rate of 7.250% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year.

In connection with the redemption of the Senior Notes during the first quarter of 2021, the Company wrote off the following amounts to gain/loss on extinguishment of debt: (i) $14.5 million in prepayment premiums for the early retirement of the Senior Notes; (ii) $8.7 million of unamortized premium attributable to the Senior Notes; (iii) $1.0 million of unamortized debt issuance costs attributable to the Senior Notes; and (iv) $1.3 million of unamortized debt issuance costs attributable to the Term B-2 Loan.

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Interest expense	$	31,372	$	22,539
Amortization of deferred financing costs	1,265		1,259
Amortization of original issue premium of senior notes	(256)		(256)
Interest income and other investment income	—		(71)
Total net interest expense	$	32,381	$	23,471

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DERIVATIVE AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE AND HEDGING ACTIVITIES

DERIVATIVE AND HEDGING ACTIVITIES

The Company from time to time enters into derivative financial instruments, such as interest rate collar agreements (“Collars”), to manage its exposure to fluctuations in interest rates under the Company’s variable rate debt.

Hedge Accounting Treatment

As of March 31, 2023, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

Type Of Hedge	Notional Amount		Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts  in millions)							(amounts in millions)
				Cap	2.75%
Collar	$	220.0	Jun. 25, 2019	Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$	220.0

For the three months ended March 31, 2023, the Company recorded the net change in the fair value of this derivative as a loss of $0.8 million (net of tax benefit of $0.3 million as of March 31, 2023) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of March 31, 2023, the fair value of these derivatives was an asset of $2.9 million, and is recorded within other assets, net of accumulated amortization on the condensed consolidated balance sheet. The Company does not expect to reclassify any of this amount to the condensed consolidated statement of operations over the next twelve months.

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2023 and December 31, 2022:

	Accumulated Derivative Gain (Loss)
Description	March 31, 2023		December 31, 2022
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	2,102	$	2,942

The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2023 and March 31, 2022:

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Three Months Ended March 31,
2023		2022		2023		2022
(amounts in thousands)
$	(840)	$	1,223	$	—	$	232

Undesignated Derivatives

The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the market risks associated with its non-qualified deferred

compensation plan liabilities. The Company pays a floating rate, based on the SOFR, on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees.The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities. The contract term of the TRS expires April 2023 and will not be renewed.For the three months ended March 31, 2023, the Company recorded the net change in the fair value of the TRS in station operating expenses and corporate, general and administrative expenses in the amount of a $0.8 million expense. Of this amount, a $0.3 million expense was recorded in corporate, general and administrative expenses and a $0.5 million expense was recorded in station operating expenses.

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NET INCOME (LOSS) PER COMMON SHARE

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

NET INCOME (LOSS) PER COMMON SHARE

The following tables present the computations of basic and diluted net income (loss) per share from continuing operations:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands, except per share data)
Basic (Loss) Per Share
Numerator
Net loss	$	(35,901)	$	(11,073)
Denominator
Basic weighted average shares outstanding	141,115		138,122
Net loss per share - Basic	$	(0.25)	$	(0.08)
Diluted (Loss) Per Share
Numerator
Net loss	$	(35,901)	$	(11,073)
Denominator
Basic weighted average shares outstanding	141,115		138,122
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	141,115		138,122
Net loss per share - Diluted	$	(0.25)	$	(0.08)

Disclosure of Anti-Dilutive Shares

The following table presents those shares excluded as they were anti-dilutive:

	Three Months Ended March 31,
Impact Of Equity Issuances	2023		2022
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		609
Price range of options: from	$	3.54	$	3.54
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	3,687		1,073
RSUs excluded with service and market conditions as market conditions not met	750		75
Excluded shares as anti-dilutive when reporting a net loss	881		2,189

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SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

Under the Company's equity compensation plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

The following is a summary of the changes in RSUs under the Plan during the current period:

	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value as of March 31, 2023
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2022	6,070
RSUs awarded	March 31, 2023	6,012
RSUs released	March 31, 2023	(2,846)
RSUs forfeited	March 31, 2023	(140)
RSUs outstanding as of:	March 31, 2023	9,096		$	—	1.84		$	1,299
RSUs vested and expected to vest as of:	March 31, 2023	9,096		$	—	1.84		$	1,294
RSUs exercisable (vested and deferred) as of:	March 31, 2023	5		$	—	$	—	$	—
Weighted average remaining recognition period in years		2.76
Unamortized compensation expense		$	6,680

RSUs with Service and Market Conditions

The Company issued RSUs with service and market conditions that are included in the table above.

Option Activity

There were no options exercised for the three months ended March 31, 2023 and 2022 respectively.

The following table presents the option activity during the current period under the Plan:

	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2023
	(amounts in thousands)
Options outstanding as of:	December 31, 2022	609		$	11.33
Options exercised	March 31, 2023	—		—
Options outstanding as of:	March 31, 2023	609		$	11.33	1.56	$	—
Options vested and expected to vest as of:	March 31, 2023	609		$	11.33	1.56	$	—
Options vested and exercisable as of:	March 31, 2023	609		$	11.33	1.56	$	—
Weighted average remaining recognition period in years		0.0
Unamortized compensation expense		$	—

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

			Options Outstanding			Options Exercisable
			(amounts in thousands)
Range of Exercise Prices			Number of Options Outstanding March 31, 2023	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2023	Weighted Average Exercise Price
From		To
$	3.54	7.01	67	6.2	5.40	67	$	5.40
$	9.66	13.98	542	1	12.06	542	$	12.06
$	3.54	13.98	609	1.56	11.33	609	$	11.33

Recognized Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Station operating expenses	$	712	$	1,170
Corporate general and administrative expenses	1,178		1,820
Stock-based compensation expense included in operating expenses	1,890		2,990
Income tax benefit (1)	504		671
After-tax stock-based compensation expense	$	1,386	$	2,319

(1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes.

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INCOME TAXES

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The Company recognized an income tax benefit at an effective income tax rate of 19.5% for the three months ended March 31, 2023. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense, and discrete income tax expense items primarily related to stock based compensation.

The Company recognized an income tax benefit at an effective income tax rate of 26.0% for the three months ended March 31, 2022, which was determined using a forecasted rate based upon projected taxable income for the full year.

The Company was able to carryback its 2020 federal income tax loss to prior tax years and filed two refund claims with the IRS for a total of $20.4 million. We received a refund of $15.2 million in connection with the first claim during the first quarter of 2022.

Net Deferred Tax Assets and Liabilities

The income tax accounting process to determine the deferred tax liabilities involves estimating all temporary differences between the tax and financial reporting bases of the Company’s assets and liabilities, based on enacted tax laws and statutory tax rates applicable to the period in which the differences are expected to affect taxable income. The Company estimated the current exposure by assessing the temporary differences and computing the provision for income taxes by applying the estimated effective tax rate to income.

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels.

	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2023		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	2,867	$	—	$	2,867	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	20,651	$	16,518	$	—	$	—	$	4,133
Contingent Consideration (4)	$	30	$	—	$	—	$	30	$	—

	Fair Value Measurements At Reporting Date
Description	Balance at December 31, 2022		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	4,012	$	—	$	4,012	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	24,123	$	19,944	$	—	$	—	$	4,179
Contingent Consideration (4)	$	12	$	—	$	—	$	12	$	—

(1)The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options.

(2)The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy.

(3)The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2022 and other assets, net of accumulated amortization at March 31, 2023, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate.

Non-Recurring Fair Value Measurements

The Company has certain assets that are measured at fair value on a non-recurring basis and are adjusted to fair value only when the carrying values are more than the fair values. The categorization of the framework used to price the assets is considered Level 3, due to the subjective nature of the unobservable inputs used to determine the fair value.

During the three months ended March 31, 2023 and 2022, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable.

Fair Value of Financial Instruments Subject to Disclosures

The carrying amounts of the following assets and liabilities approximate fair value due to the short maturity of these instruments: (i) cash and cash equivalents; (ii) accounts receivable; and (iii) accounts payable, including accrued liabilities.

The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the dates indicated:

	March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	632,415	$	408,698	$	632,415	$	454,548
Revolver (2)	$	180,000	$	180,000	$	180,000	$	180,000
2029 Notes (3)	$	540,000	$	36,113	$	540,000	$	92,138
2027 Notes (3)	$	460,000	$	30,188	$	460,000	$	82,513
Accounts receivable facility (4)	$	75,000			$	75,000
Other debt (4)	$	44			$	752
Letters of credit (4)	$	7,488			$	5,909

The following methods and assumptions were used to estimate the fair value of financial instruments:

(1)The Company utilizes a Level 2 valuation input based upon the market trading price of the Term B-2 Loan to compute the fair value as the Term B-2 Loan is traded in the debt securities market. The fair value of the Term B-2 Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(2)The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(3)The Company utilizes a Level 2 valuation input based upon the market trading prices of the 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(4)The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit.

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ASSETS HELD FOR SALE

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

Assets Held for Sale

Long-lived assets to be sold are classified as held for sale in the period in which they meet all the criteria for the disposal of long-lived assets. The Company measures assets held for sale at the lower of their carrying amount or fair value less cost to sell. Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. This is considered a Level 3 measurement.

During the fourth quarter of 2022, the Company entered into an agreement to sell its license and assets of a station in Palm Desert, California. During the first quarter of 2023, the Company entered into an agreement with a third party to sell licenses and assets in Memphis, Tennessee and Buffalo, New York as well as certain intellectual property. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at March 31, 2023. In aggregate, these assets had a carrying value of approximately $5.8 million. The transactions are expected to close within one year.

The major categories of these assets held for sale are as follows as of the dates indicated:

	Assets Held for Sale
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Net property and equipment	30		4,618
Radio broadcasting licenses	5,812		856
Net assets held for sale	$	5,842	$	5,474

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SHAREHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY

Dividend Equivalents

The following table presents the amounts accrued and unpaid dividends on unvested RSUs as of the dates indicated:

		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2023		December 31, 2022
		(amounts in thousands)
Short-term	Other current liabilities	$	161	$	229
Long-term	Other long-term liabilities	19		1
Total		$	180	$	230

Employee Stock Purchase Plan

The Company temporarily suspended the ESPP effective January 1, 2023. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Number of shares purchased	—		61
Non-cash compensation expense recognized	$	—	$	26

Share Repurchase Program

During the three months ended March 31, 2023, the Company did not repurchase any shares under the 2017 Share Repurchase Program

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CONTINGENCIES AND COMMITMENTS	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES AND COMMITMENTS	CONTINGENCIES AND COMMITMENTSContingenciesThe Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on March 16, 2023

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SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSEvents occurring after March 31, 2023, and through the date that these condensed consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

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BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Policies)

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation

The interim unaudited condensed consolidated financial statements included herein have been prepared by Audacy, Inc. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 16, 2023, as part of the Company’s Annual Report on Form 10-K (the "2022 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2022 Annual Report.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2022 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows.

Revenue

Spot Revenues

The Company sells air-time to advertisers and broadcasts commercials at agreed upon dates and times. The Company's performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Digital Revenues

The Company provides targeted advertising through the sale of streaming and display advertisements on its national platforms, audacy.com and eventful.com, the Audacy ® app, and its station websites. Performance obligations include delivery of advertisements over the Company's platforms or delivery of targeted advertisements directly to consumers. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Through its podcast studio, Cadence 13, LLC. ("Cadence13"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Through its podcast studio, Pineapple Street Media LLC ("Pineapple"), the Company creates podcasts, for which it earns production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the term of the production contract.

Network Revenues

The Company sells air-time on the Company's Audacy Audio Network. The amount of consideration the Company receives and revenue it recognizes is fixed based upon contractually agreed upon rates. The Company recognizes revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Sponsorship and Event Revenues

The Company sells advertising space at live and local events hosted by the Company across the country. The Company also earns revenues from attendee-driven ticket sales and merchandise sales. Performance obligations include the presentation of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, when the event occurs and the performance obligations are satisfied.

The Company also sells sponsorships including, but not limited to, naming rights related to its programs or studios. Performance obligations include the mentioning or displaying of the sponsors' name, logo, product information, slogan or neutral descriptions of the sponsors' goods or services in acknowledgement of their support. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included.

Other Revenues

The Company earns revenues from on-site promotions and endorsements from talent. Performance obligations include the broadcasting of such endorsement at specifically identifiable days and dayparts or at various local events. The Company recognizes revenue at a point in time when the performance obligations are satisfied.

The Company earns trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. The Company includes the value of such exchanges in both net revenues and station operating expenses. Trade and barter value is based upon management's estimate of the fair value of the products, supplies and services received.

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BUSINESS COMBINATIONS AND EXCHANGES (Tables)

3 Months Ended

Mar. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Allocation of Purchase Price of Assets Acquired

The following table reflects the final allocation of the purchase price to the assets acquired.

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	535
Total tangible property	$	535
Radio broadcasting licenses	2,002
Total intangible assets	$	2,002
Total assets	$	2,537

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RESTRUCTURING CHARGES (Tables)

3 Months Ended

Mar. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges

The following table presents the components of restructuring charges.

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Costs to exit duplicative contracts	$	395	$	—
Workforce reduction	1,860		721
Other restructuring costs	166		165
Total restructuring charges	$	2,421	$	886

Schedule of Restructuring Reserve

The estimated amount of unpaid restructuring charges as of March 31, 2023 includes amounts in accrued expenses that are expected to be paid in less than one year.

	Three Months Ended March 31, 2023		Twelve Months Ended December 31, 2022
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,750	$	2,623
Additions	2,421		10,008
Payments	(1,720)		(9,881)
Restructuring charges unpaid and outstanding	3,451		2,750
Restructuring charges - current portion	$	3,451	$	2,750

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REVENUE (Tables)

3 Months Ended

Mar. 31, 2023

Revenues [Abstract]

Schedule of Contract Assets and Liabilities Balances and Changes

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.3 million and $0.8 million as of March 31, 2023 and December 31, 2022, respectively.

Description	March 31, 2023		December 31, 2022
	(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	$	219,164	$	260,509
Unearned revenue - current	13,527		13,687
Unearned revenue - noncurrent	385		403

Significant changes in the contract liabilities balances during the period are as follows:

	Three Months Ended March 31, 2023
Unearned Revenue	(amounts in thousands)
Beginning balance on January 1, 2023	$	14,090
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(447)
Additions, net of revenue recognized during period	269
Ending balance	$	13,912

Schedule of Disaggregation of Revenue

The following table presents the Company’s revenues disaggregated by revenue source:

	Three Months Ended March 31,
	2023		2022
Revenue by Source	(amounts in thousands)
Spot revenues	$	159,309	$	175,135
Digital revenues	56,925		58,039
Network revenues	19,868		21,141
Sponsorships and event revenues	12,444		10,327
Other revenues	11,089		10,653
Net revenues	$	259,635	$	275,295

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LEASES (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense were as follows:

Lease Cost	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Operating lease cost	$	12,304	$	12,585
Variable lease cost	2,850		2,904
Total lease cost	$	15,154	$	15,489

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31,
	2023		2022
Description	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,469	$	13,610
Right-of-use assets obtained in exchange for lease obligations
Operating leases (1)	$	16,476	$	2,769

(1) As of March 31, 2023, the Company has not entered into any leases that have not yet commenced.

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INTANGIBLE ASSETS AND GOODWILL (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Broadcasting License

The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, Business Combinations, and Note 14, Assets Held For Sale, for additional information.

	Broadcasting Licenses Carrying Amount
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,089,226	$	2,251,546
Disposition of radio stations (See Note 2)	—		(4,377)
Acquisitions (See Note 2)	—		2,002
Loss on impairment	—		(159,089)
Assets held for sale (See Note 14)	(4,957)		(856)
Ending period balance	$	2,084,269	$	2,089,226

Schedule of Changes in Goodwill

The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information.

	Goodwill Carrying Amount
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,588	$	1,062,723
Accumulated loss on impairment as of January 1,	(998,673)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	63,915		82,176
Loss on impairment	$	—	(18,126)
Measurement period adjustments to acquired goodwill (See Note 2)	—		(135)
Ending period balance	$	63,915	$	63,915

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OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2023

Other Liabilities Disclosure [Abstract]

Schedule of Other Current Liabilities

Other current liabilities consist of the following as of the periods indicated:

	Other Current Liabilities
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Accrued compensation	$	14,996	$	25,730
Accounts receivable credits	3,843		4,333
Advertiser obligations	8,642		6,465
Accrued interest payable	13,273		14,933
Unearned revenue	13,527		13,687
Accrued sports rights	163		3,397
Accrued benefits	5,644		7,640
Non-income tax liabilities	1,877		1,804
Other	2,454		2,560
Total other current liabilities	$	64,419	$	80,549

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Debt

Long-term debt was comprised of the following as of the periods indicated:

	Long-Term Debt
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Credit Facility
Revolver	$	180,000	$	180,000
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	1,046		1,116
	813,461		813,531
2027 Notes
6.500% notes due May 1, 2027	460,000		460,000
Plus unamortized premium	3,035		3,220
	463,035		463,220
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility	75,000		75,000
Other debt	44		23
Total debt before deferred financing costs	1,891,540		1,891,774
Deferred financing costs (excludes the revolving credit)	(10,177)		(11,412)
Total long-term debt, net of current debt	$	1,881,363	$	1,880,362
Outstanding standby letters of credit	$	7,488	$	5,909

Schedule of Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Interest expense	$	31,372	$	22,539
Amortization of deferred financing costs	1,265		1,259
Amortization of original issue premium of senior notes	(256)		(256)
Interest income and other investment income	—		(71)
Total net interest expense	$	32,381	$	23,471

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DERIVATIVE AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2023

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Derivatives

As of March 31, 2023, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

Type Of Hedge	Notional Amount		Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts  in millions)							(amounts in millions)
				Cap	2.75%
Collar	$	220.0	Jun. 25, 2019	Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$	220.0

Schedule of Accumulated Derivatives Gain (Loss) Included in Comprehensive Income (Loss)

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2023 and December 31, 2022:

	Accumulated Derivative Gain (Loss)
Description	March 31, 2023		December 31, 2022
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	2,102	$	2,942

The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2023 and March 31, 2022:

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Three Months Ended March 31,
2023		2022		2023		2022
(amounts in thousands)
$	(840)	$	1,223	$	—	$	232

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Net Income (Loss) Per Share Reconciliation

The following tables present the computations of basic and diluted net income (loss) per share from continuing operations:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands, except per share data)
Basic (Loss) Per Share
Numerator
Net loss	$	(35,901)	$	(11,073)
Denominator
Basic weighted average shares outstanding	141,115		138,122
Net loss per share - Basic	$	(0.25)	$	(0.08)
Diluted (Loss) Per Share
Numerator
Net loss	$	(35,901)	$	(11,073)
Denominator
Basic weighted average shares outstanding	141,115		138,122
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	141,115		138,122
Net loss per share - Diluted	$	(0.25)	$	(0.08)

Schedule of Antidilutive Shares Excluded

The following table presents those shares excluded as they were anti-dilutive:

	Three Months Ended March 31,
Impact Of Equity Issuances	2023		2022
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		609
Price range of options: from	$	3.54	$	3.54
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	3,687		1,073
RSUs excluded with service and market conditions as market conditions not met	750		75
Excluded shares as anti-dilutive when reporting a net loss	881		2,189

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Changes in RSUs

The following is a summary of the changes in RSUs under the Plan during the current period:

	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value as of March 31, 2023
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2022	6,070
RSUs awarded	March 31, 2023	6,012
RSUs released	March 31, 2023	(2,846)
RSUs forfeited	March 31, 2023	(140)
RSUs outstanding as of:	March 31, 2023	9,096		$	—	1.84		$	1,299
RSUs vested and expected to vest as of:	March 31, 2023	9,096		$	—	1.84		$	1,294
RSUs exercisable (vested and deferred) as of:	March 31, 2023	5		$	—	$	—	$	—
Weighted average remaining recognition period in years		2.76
Unamortized compensation expense		$	6,680

Schedule of Option Activity

The following table presents the option activity during the current period under the Plan:

	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2023
	(amounts in thousands)
Options outstanding as of:	December 31, 2022	609		$	11.33
Options exercised	March 31, 2023	—		—
Options outstanding as of:	March 31, 2023	609		$	11.33	1.56	$	—
Options vested and expected to vest as of:	March 31, 2023	609		$	11.33	1.56	$	—
Options vested and exercisable as of:	March 31, 2023	609		$	11.33	1.56	$	—
Weighted average remaining recognition period in years		0.0
Unamortized compensation expense		$	—

Schedule of Significant Ranges of Outstanding and Exercisable Options

The following table summarizes significant ranges of outstanding and exercisable options as of the current period:

			Options Outstanding			Options Exercisable
			(amounts in thousands)
Range of Exercise Prices			Number of Options Outstanding March 31, 2023	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2023	Weighted Average Exercise Price
From		To
$	3.54	7.01	67	6.2	5.40	67	$	5.40
$	9.66	13.98	542	1	12.06	542	$	12.06
$	3.54	13.98	609	1.56	11.33	609	$	11.33

Schedule of Non-Cash Stock-Based Compensation Expense

The following non-cash stock-based compensation expense, which is related primarily to RSUs, is included in each of the respective line items in the Company’s statement of operations:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Station operating expenses	$	712	$	1,170
Corporate general and administrative expenses	1,178		1,820
Stock-based compensation expense included in operating expenses	1,890		2,990
Income tax benefit (1)	504		671
After-tax stock-based compensation expense	$	1,386	$	2,319

(1) Amounts exclude impact from any compensation expense subject to Section 162(m) of the Code, which is nondeductible for income tax purposes.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Recurring Fair Value Measurements

The following table sets forth the Company's financial assets and/or liabilities that were accounted for at fair value on a recurring basis and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value and its placement within the fair value hierarchy levels. During the periods presented, there were no transfers between fair value hierarchical levels.

	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2023		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	2,867	$	—	$	2,867	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	20,651	$	16,518	$	—	$	—	$	4,133
Contingent Consideration (4)	$	30	$	—	$	—	$	30	$	—

	Fair Value Measurements At Reporting Date
Description	Balance at December 31, 2022		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	4,012	$	—	$	4,012	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	24,123	$	19,944	$	—	$	—	$	4,179
Contingent Consideration (4)	$	12	$	—	$	—	$	12	$	—

(1)The Company’s deferred compensation liability, which is included in other long-term liabilities, is recorded at fair value on a recurring basis. The unfunded plan allows participants to hypothetically invest in various specified investment options.

(2)The fair value of underlying investments in collective trust funds is determined using the net asset value (“NAV”) provided by the administrator of the fund as a practical expedient. The NAV is determined by each fund’s trustee based upon the fair value of the underlying assets owned by the fund, less liabilities, divided by outstanding units. In accordance with appropriate accounting guidance, these investments have not been classified in the fair value hierarchy.

(3)The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2022 and other assets, net of accumulated amortization at March 31, 2023, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate.

Schedule of Carrying Value of Financial Instruments

The following table presents the carrying value of financial instruments and, where practicable, the fair value as of the dates indicated:

	March 31, 2023				December 31, 2022
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	632,415	$	408,698	$	632,415	$	454,548
Revolver (2)	$	180,000	$	180,000	$	180,000	$	180,000
2029 Notes (3)	$	540,000	$	36,113	$	540,000	$	92,138
2027 Notes (3)	$	460,000	$	30,188	$	460,000	$	82,513
Accounts receivable facility (4)	$	75,000			$	75,000
Other debt (4)	$	44			$	752
Letters of credit (4)	$	7,488			$	5,909

The following methods and assumptions were used to estimate the fair value of financial instruments:

(1)The Company utilizes a Level 2 valuation input based upon the market trading price of the Term B-2 Loan to compute the fair value as the Term B-2 Loan is traded in the debt securities market. The fair value of the Term B-2 Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(2)The fair value of the Revolver was considered to approximate the carrying value as the interest payments are based on LIBOR rates that reset periodically. The Revolver is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(3)The Company utilizes a Level 2 valuation input based upon the market trading prices of the 2029 Notes and 2027 Notes to compute the fair value as these 2029 Notes and 2027 Notes are traded in the debt securities market. The 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(4)The Company does not believe it is practicable to estimate the fair value of the accounts receivable facility, other debt or the outstanding standby letters of credit.

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ASSETS HELD FOR SALE (Tables)

3 Months Ended

Mar. 31, 2023

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets Held-for-sale by Major Category

The major categories of these assets held for sale are as follows as of the dates indicated:

	Assets Held for Sale
	March 31, 2023		December 31, 2022
	(amounts in thousands)
Net property and equipment	30		4,618
Radio broadcasting licenses	5,812		856
Net assets held for sale	$	5,842	$	5,474

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SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Schedule of Amounts Accrued and Unpaid on Unvested RSUs

The following table presents the amounts accrued and unpaid dividends on unvested RSUs as of the dates indicated:

		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2023		December 31, 2022
		(amounts in thousands)
Short-term	Other current liabilities	$	161	$	229
Long-term	Other long-term liabilities	19		1
Total		$	180	$	230

Schedule of ESPP Shares Purchased and Non-Cash Comp Expense

The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated:

	Three Months Ended March 31,
	2023		2022
	(amounts in thousands)
Number of shares purchased	—		61
Non-cash compensation expense recognized	$	—	$	26

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BUSINESS COMBINATIONS AND EXCHANGES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022
Business Acquisition [Line Items]
Proceeds from sale of property, equipment, intangibles and other assets	$ 16,866			$ 2,464
Gain on sale of assets	12,400
Beasley Exchange 2022
Business Acquisition [Line Items]
Gain (loss) on disposition of business	$ (2,000)
Houston Texas
Business Acquisition [Line Items]
Proceeds from sale of property, equipment, intangibles and other assets			$ 4,200
Gain on sale of assets		$ 10,600
NEVADA
Business Acquisition [Line Items]
Proceeds from sale of property, equipment, intangibles and other assets		39,100
Gain on sale of assets		$ 35,300

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BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Beasley Exchange (Details) - Beasley Exchange 2022 $ in Thousands	Dec. 22, 2022 USD ($)
Business Acquisition [Line Items]
Net property and equipment	$ 535
Radio broadcasting licenses	2,002
Total intangible assets	2,002
Total assets	$ 2,537

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RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	$ 2,421	$ 886
Restructuring Incurred Cost Statement Of Income Or Comprehensive Income Extensible Enumeration Not Disclosed Flag	Total restructuring charges	Total restructuring charges
Costs to exit duplicative contracts
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	$ 395	$ 0
Workforce reduction
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	1,860	721
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	$ 166	$ 165

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RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Restructuring Reserve [Roll Forward]
Restructuring charges, beginning balance	$ 2,750	$ 2,623
Additions	2,421	10,008
Payments	(1,720)	(9,881)
Restructuring charges, ending balance	3,451	2,750
Restructuring charges unpaid and outstanding	3,451	2,750
Restructuring charges - current portion	$ 3,451	$ 2,750

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REVENUE - Contract Balance (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Revenues [Abstract]
Receivables not generated from contracts with customers	$ 1,300	$ 800
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	219,164	260,509
Unearned revenue - current	13,527	13,687
Unearned revenue - noncurrent	$ 385	$ 403

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REVENUE - Changes in Contract Balances (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Contract With Customer, Liability [Roll Forward]
Beginning balance	$ 14,090
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(447)
Additions, net of revenue recognized during period	269
Ending balance	$ 13,912

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REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Net revenues	$ 259,635	$ 275,295
Spot revenues
Disaggregation of Revenue [Line Items]
Net revenues	159,309	175,135
Digital revenues
Disaggregation of Revenue [Line Items]
Net revenues	56,925	58,039
Network revenues
Disaggregation of Revenue [Line Items]
Net revenues	19,868	21,141
Sponsorships and event revenues
Disaggregation of Revenue [Line Items]
Net revenues	12,444	10,327
Other revenues
Disaggregation of Revenue [Line Items]
Net revenues	$ 11,089	$ 10,653

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LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease cost	$ 12,304	$ 12,585
Variable lease cost	2,850	2,904
Total lease cost	$ 15,154	$ 15,489

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LEASES - Supplemental Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Supplemental Cash Flow Information [Abstract]
Operating cash flows from operating leases	$ 13,469	$ 13,610
Operating leases	$ 16,476	$ 2,769

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INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Value of Broadcasting Licenses (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Indefinite-lived Intangible Assets [Roll Forward]
Broadcasting licenses balance as of January 1,	$ 2,089,226	$ 2,251,546
Disposition of radio stations	0	(4,377)
Acquisitions	0	2,002
Loss on impairment	0	(159,089)
Assets held for sale	(4,957)	(856)
Ending period balance	$ 2,084,269	$ 2,089,226
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration]	Impairment loss	Impairment loss

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INTANGIBLE ASSETS AND GOODWILL - Changes in Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
Goodwill [Roll Forward]
Goodwill balance before cumulative loss on impairment as of January 1,		$ 1,062,588	$ 1,062,723
Accumulated loss on impairment as of January 1,		(998,673)	$ (980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	$ 82,176	82,176
Loss on impairment	0	(18,126)
Measurement period adjustments to acquired goodwill (See Note 2)	$ 0	(135)
Ending period balance		$ 63,915

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OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 14,996	$ 25,730
Accounts receivable credits	3,843	4,333
Advertiser obligations	8,642	6,465
Accrued interest payable	13,273	14,933
Unearned revenue	13,527	13,687
Accrued sports rights	163	3,397
Accrued benefits	5,644	7,640
Non-income tax liabilities	1,877	1,804
Other	2,454	2,560
Total other current liabilities	$ 64,419	$ 80,549

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LONG-TERM DEBT - Long Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Carrying value of debt	$ 1,891,540	$ 1,891,774
Long-term debt	1,881,363	1,880,362
Deferred financing costs (excludes the revolving credit)	(10,177)	(11,412)
Outstanding standby letters of credit	7,488	5,909
Credit Facility
Debt Instrument [Line Items]
Plus unamortized premium	1,046	1,116
Long-term debt	813,461	813,531
Credit Facility | Revolver
Debt Instrument [Line Items]
Carrying value of debt	180,000	180,000
Credit Facility | Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Carrying value of debt	632,415	632,415
Senior Notes | 6.500% notes due May 1, 2027
Debt Instrument [Line Items]
Carrying value of debt	460,000	460,000
Plus unamortized premium	3,035	3,220
Long-term debt	$ 463,035	463,220
Debt instrument, stated percentage (percent)	6.50%
Senior Notes | 6.750% notes due March 31, 2029
Debt Instrument [Line Items]
Carrying value of debt	$ 540,000	540,000
Long-term debt	$ 540,000	540,000
Debt instrument, stated percentage (percent)	6.75%
Accounts receivable facility
Debt Instrument [Line Items]
Carrying value of debt	$ 75,000	75,000
Other debt
Debt Instrument [Line Items]
Long-term debt	$ 44	$ 23

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LONG-TERM DEBT - Senior Debt and Credit Facility (Details) - USD ($)		3 Months Ended					6 Months Ended	12 Months Ended
	Jul. 20, 2020	Mar. 31, 2023	Dec. 31, 2021	Mar. 31, 2021	Dec. 31, 2019	Jun. 30, 2019	Jun. 30, 2022	Dec. 31, 2019
Senior secured second-lien notes due 2027
Debt Instrument [Line Items]
Notes issued		$ 325,000,000	$ 325,000,000		$ 325,000,000			$ 325,000,000
Interest rate on notes								6.50%
Long-term line of credit					425,000,000			$ 425,000,000
Debt issuance price, percentage of principal (percent)			100.75%
Senior secured second-lien notes due 2027 | Debt Instrument, Redemption, Period One
Debt Instrument [Line Items]
Redemption rate as a percentage of principal amount								106.50%
Senior secured second-lien notes due 2027 | Debt Instrument, Redemption, Period Two
Debt Instrument [Line Items]
Redemption rate as a percentage of principal amount								104.875%
Senior Secured Second-Lien Notes Due 2027 - Additional Notes
Debt Instrument [Line Items]
Notes issued		$ 100,000,000	$ 45,000,000		$ 100,000,000			$ 100,000,000
Interest rate on notes			6.50%		6.50%
Debt issuance price, percentage of principal (percent)					105.00%
Credit Facility
Debt Instrument [Line Items]
Long-term line of credit					$ 89,000,000			89,000,000
Term B-1 Loan
Debt Instrument [Line Items]
Wrote off of deferred debt issuance cost					300,000	$ 1,600,000
Write-off of unamortized premium						200,000
Debt issuance costs					3,800,000	$ 3,900,000		$ 3,800,000
Repayments of debt					$ 96,700,000
Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Wrote off of deferred debt issuance cost				$ 1,300,000
Senior Notes | 6.500% notes due May 1, 2027
Debt Instrument [Line Items]
Repurchase amount							$ 10,000,000
Gain on repurchase							$ 600,000
Debt instrument, stated percentage (percent)		6.50%
Senior Notes | 6.750% notes due March 31, 2029
Debt Instrument [Line Items]
Debt instrument, stated percentage (percent)		6.75%
Senior Debt Obligations
Debt Instrument [Line Items]
Consolidated leverage ratio		3.8
Refinancing expenses				500,000
Senior Debt Obligations | Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio		4.0
Senior Debt Obligations | New Revolver
Debt Instrument [Line Items]
Long-term line of credit		$ 250,000,000
Line of credit facility, fair value of amount outstanding		227,300,000
Senior Debt Obligations | Original Revolver
Debt Instrument [Line Items]
Long-term line of credit		250,000,000
Line of credit facility, fair value of amount outstanding		$ 22,700,000
Senior Debt Obligations | Credit Facility
Debt Instrument [Line Items]
Covenant effective period		1 year
Senior Debt Obligations | Credit Facility | Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio		4.5
Senior Debt Obligations | 6.750% notes due March 31, 2029
Debt Instrument [Line Items]
Notes issued				540,000,000
Debt issuance costs				$ 6,600,000
Debt instrument, stated percentage (percent)				6.75%
Senior Debt Obligations | Revolver
Debt Instrument [Line Items]
Repayments of debt				$ 40,000,000
Debt issuance costs attributable to the revolver				400,000
Senior Debt Obligations | 7.25% senior unsecured notes, due November 1, 2024
Debt Instrument [Line Items]
Repayments of debt				$ 400,000,000
Debt instrument, stated percentage (percent)				7.25%
Term Loan | Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Repayments of debt				$ 77,000,000
Line of Credit | New Revolver
Debt Instrument [Line Items]
Minimum liquidity covenant	$ 75,000,000
Letter of credit fee (percent)	2.50%
Limitation on investments in joint ventures	$ 75,000,000.0
Line of Credit | New Revolver | Eurodollar
Debt Instrument [Line Items]
Spread on variable rate (percent)	2.50%
Line of Credit | New Revolver | Base Rate
Debt Instrument [Line Items]
Spread on variable rate (percent)	1.50%

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LONG-TERM DEBT - Accounts Receivable Facility (Details)		3 Months Ended
	Jul. 15, 2021 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Debt Instrument [Line Items]
Accounts receivable, after allowance for credit loss		$ 220,432,000	$ 261,357,000
Carrying value of debt		$ 1,891,540,000	1,891,774,000
Senior Debt Obligations
Debt Instrument [Line Items]
Consolidated leverage ratio		3.8
Senior Debt Obligations | Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio		4.0
Accounts receivable facility
Debt Instrument [Line Items]
Borrowing under the accounts receivable facility	$ 75,000,000
Minimum tangible net worth covenant		$ 300,000,000
Minimum liquidity covenant		25,000,000
Accounts receivable, after allowance for credit loss		190,100,000
Carrying value of debt		$ 75,000,000	$ 75,000,000

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LONG-TERM DEBT - Senior Unsecured Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2021	Nov. 17, 2017
Debt Instrument [Line Items]
Amortization of prepayment premium	$ 256	$ 256
Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Wrote off of deferred debt issuance cost			$ 1,300
Unsecured Debt | 7.25% senior unsecured notes, due November 1, 2024
Debt Instrument [Line Items]
Debt instrument, stated percentage (percent)				7.25%
Debt instrument, face amount				$ 400,000
Amortization of prepayment premium			14,500
Write-off of unamortized premium			8,700
Wrote off of deferred debt issuance cost			$ 1,000

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LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Debt Disclosure [Abstract]
Interest expense	$ 31,372	$ 22,539
Amortization of deferred financing costs	1,265	1,259
Amortization of original issue premium of senior notes	(256)	(256)
Interest income and other investment income	0	(71)
Total net interest expense	$ 32,381	$ 23,471

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DERIVATIVE AND HEDGING ACTIVITIES - Cash Flow Hedge (Details) - Designated as Hedging Instrument $ in Millions	Mar. 31, 2023 USD ($)
Derivative [Line Items]
Notional Amount	$ 220.0
Collar
Derivative [Line Items]
Notional Amount	220.0
Collar, Decrease Date June 28, 2022
Derivative [Line Items]
Amount After Decrease
Collar, Decrease Date June 28, 2023
Derivative [Line Items]
Amount After Decrease	$ 90.0
London Interbank Offered Rate (LIBOR) | Collar
Derivative [Line Items]
Derivative, cap interest rate	2.75%
Derivative, floor interest rate	0.402%

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DERIVATIVE AND HEDGING ACTIVITIES - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2023 USD ($)
Collar
Derivative [Line Items]
Loss on derivatives	$ 0.8
Tax benefit on loss from derivatives	0.3
Total Return Swap | Not Designated as Hedging Instrument
Derivative [Line Items]
Benefit recorded as a result of change in fair value	0.8
Total Return Swap | Not Designated as Hedging Instrument | Corporate general and administrative expenses
Derivative [Line Items]
Benefit recorded as a result of change in fair value	0.3
Total Return Swap | Not Designated as Hedging Instrument | Station operating expenses
Derivative [Line Items]
Benefit recorded as a result of change in fair value	0.5
Assets | Collar
Derivative [Line Items]
Derivative asset	$ 2.9

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DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Derivative Gain Loss (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Accumulated derivative unrealized gain (loss)	$ 2,102	$ 2,942

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DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Net Derivative Gain (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net Change in Accumulated Derivative Unrealized Gain (Loss)	$ (840)	$ 1,223
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations	$ 0	$ 232

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NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted Net Income (loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator
Net loss	$ (35,901)	$ (11,073)
Denominator
Basic weighted average shares outstanding (in shares)	141,114,573	138,122,432
Net loss per share - Basic (in dollars per share)	$ (0.25)	$ (0.08)
Numerator
Net loss	$ (35,901)	$ (11,073)
Denominator
Basic weighted average shares outstanding (in shares)	141,114,573	138,122,432
Effect of RSUs and options under the treasury stock method (in shares)	0	0
Diluted weighted average shares outstanding (in shares)	141,114,573	138,122,432
Net loss per share - Diluted (in dollars per share)	$ (0.25)	$ (0.08)

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NET INCOME (LOSS) PER COMMON SHARE - Disclosure of Anti-Dilutive Shares (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss (in shares)	881	2,189
Price range of options: from (in dollars per share)	$ 3.54
Price range of options: to (in dollars per share)	$ 13.98
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss (in shares)	609	609
Price range of options: from (in dollars per share)	$ 3.54	$ 3.54
Price range of options: to (in dollars per share)	$ 13.98	$ 13.98
RSUs | RSUs with service conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss (in shares)	3,687	1,073
RSUs | RSUs excluded with service and market conditions as market conditions not met
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss (in shares)	750	75

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SHARE-BASED COMPENSATION - Restricted Stock Units (Details) - RSUs $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Number of Restricted Stock Units
Beginning of period balance (in shares)	6,070
Number of RSUs granted (in shares)	6,012
Number of RSUs released (in shares)	(2,846)
Number of RSUs forfeited (in shares)	(140)
End of period balance (in shares)	9,096
RSUs vested and expected to vest (in shares)	9,096
RSUs exercisable (vested and deferred) (in shares)	5
Weighted average remaining recognition period in years	2 years 9 months 3 days
Unamortized compensation expense | $	$ 6,680
Weighted Average Purchase Price
Outstanding options weighted average purchase price (in dollars per shares) | $ / shares	$ 0
Vested and expected to vest weighted average purchase price (in dollars per shares) | $ / shares	0
Other than options weighted average purchase price exercisable, (in dollars per shares) | $ / shares	$ 0
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual terms	1 year 10 months 2 days
Weighted average remaining contractual terms, vested and expected to vest	1 year 10 months 2 days
Weighted average remaining recognition period in years	0 years
Intrinsic Value
Aggregate intrinsic value | $	$ 1,299
Aggregate intrinsic value, vested and expected to vest | $	1,294
Aggregate intrinsic value, vested and deferred | $	$ 0

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SHARE-BASED COMPENSATION - Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Number of Options
Options beginning (in shares) | shares	609
Options exercised (in shares) | shares	0
Options ending (in shares) | shares	609
Options vested and expected to vest (in shares) | shares	609
Options vested and exercisable (in shares) | shares	609
Unamortized compensation expense | $	$ 0
Weighted Average Exercise Price
Weighted average exercise price - beginning (in dollars per shares) | $ / shares	$ 11.33
Weighted average exercise price - exercised (in dollars per shares) | $ / shares	0
Weighted average exercise price - ending (in dollars per shares) | $ / shares	11.33
Weighted average exercise price - vested and expected (in dollars per shares) | $ / shares	11.33
Weighted average exercise price - vested and exercisable (in dollars per shares) | $ / shares	$ 11.33
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual life, outstanding	1 year 6 months 21 days
Weighted average remaining contractual life, vested and expected to vest	1 year 6 months 21 days
Weighted average remaining contractual life, vested and exercisable	1 year 6 months 21 days
Intrinsic Value
Intrinsic value, outstanding | $	$ 0
Intrinsic value, vested and expected to vest | $	0
Intrinsic value, vested and exercisable | $	$ 0
Options
Number of Options
Weighted average remaining recognition period in years	0 years

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SHARE-BASED COMPENSATION - Outstanding and Exercisable Options (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price range of options: from (in dollars per share)	$ 3.54
Price range of options: to (in dollars per share)	$ 13.98
Options outstanding number (in shares)	609	609
Weighted Average Remaining Contractual Life	1 year 6 months 21 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 11.33	$ 11.33
Options, vested and expected to vest, exercisable, number (in shares)	609
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)	$ 11.33
Exercise Prices One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price range of options: from (in dollars per share)	3.54
Price range of options: to (in dollars per share)	$ 7.01
Options outstanding number (in shares)	67
Weighted Average Remaining Contractual Life	6 years 2 months 12 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 5.40
Options, vested and expected to vest, exercisable, number (in shares)	67
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)	$ 5.40
Exercise Prices Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price range of options: from (in dollars per share)	9.66
Price range of options: to (in dollars per share)	$ 13.98
Options outstanding number (in shares)	542
Weighted Average Remaining Contractual Life	1 year
Options outstanding, weighted average exercise price (in dollars per share)	$ 12.06
Options, vested and expected to vest, exercisable, number (in shares)	542
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)	$ 12.06

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SHARE-BASED COMPENSATION - Non Cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense included in operating expenses	$ 1,890	$ 2,990
Income tax benefit	504	671
After-tax stock-based compensation expense	1,386	2,319
Station operating expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense included in operating expenses	712	1,170
Corporate general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense included in operating expenses	$ 1,178	$ 1,820

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INCOME TAXES (Details) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($) refundClaim
Income Tax Disclosure [Abstract]
Effective income, percent	19.50%	26.00%
Number of refund claims filed | refundClaim			2
Income tax refund claim			$ 20.4
Proceeds from income tax refunds		$ 15.2

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 09, 2021	Mar. 31, 2023	Dec. 31, 2022
Liabilities
Contingent Consideration		$ 30	$ 12
Podcorn
Liabilities
Performance period	2 years
Assets
Assets
Interest Rate Cash Flow Hedge		2,867	4,012
Liabilities
Liabilities
Deferred compensation plan liabilities		20,651	24,123
Quoted prices in active markets Level 1
Liabilities
Contingent Consideration		0	0
Quoted prices in active markets Level 1 | Assets
Assets
Interest Rate Cash Flow Hedge		0	0
Quoted prices in active markets Level 1 | Liabilities
Liabilities
Deferred compensation plan liabilities		16,518	19,944
Significant other observable inputs Level 2
Liabilities
Contingent Consideration		0	0
Significant other observable inputs Level 2 | Assets
Assets
Interest Rate Cash Flow Hedge		2,867	4,012
Significant other observable inputs Level 2 | Liabilities
Liabilities
Deferred compensation plan liabilities		0	0
Significant unobservable inputs Level 3
Liabilities
Contingent Consideration		30	12
Significant unobservable inputs Level 3 | Assets
Assets
Interest Rate Cash Flow Hedge		0	0
Significant unobservable inputs Level 3 | Liabilities
Liabilities
Deferred compensation plan liabilities		0	0
Fair Value Measured at Net Asset Value
Liabilities
Contingent Consideration		0	0
Fair Value Measured at Net Asset Value | Assets
Assets
Interest Rate Cash Flow Hedge		0	0
Fair Value Measured at Net Asset Value | Liabilities
Liabilities
Deferred compensation plan liabilities		$ 4,133	$ 4,179

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Term B Loans | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 632,415	$ 632,415
Term B Loans | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	408,698	454,548
Revolver | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	180,000	180,000
Revolver | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	180,000	180,000
2029 Notes | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	540,000	540,000
2029 Notes | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	36,113	92,138
2027 Notes | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	460,000	460,000
2027 Notes | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	30,188	82,513
Accounts receivable facility | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	75,000	75,000
Other debt | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	44	752
Letters of credit | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 7,488	$ 5,909

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ASSETS HELD FOR SALE - Narrative (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of asset, consideration	$ 5,842	$ 5,474
License And Assets
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of asset, consideration	$ 5,800

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ASSETS HELD FOR SALE - Assets Held for Sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Long Lived Assets Held-for-sale [Line Items]
Net property and equipment	$ 30	$ 4,618
Radio broadcasting licenses	5,812	856
Net assets held for sale	$ 5,842	$ 5,474

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SHAREHOLDERS' EQUITY - Dividend Equivalent Liability (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Short-term	$ 161	$ 229
Long-term	19	1
Total	$ 180	$ 230

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SHAREHOLDERS' EQUITY - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Class of Stock [Line Items]
Non-cash compensation expense recognized	$ 1,890	$ 2,990
Employee Stock Purchase Plan
Class of Stock [Line Items]
Number of shares purchased (in shares)	0	61
Non-cash compensation expense recognized	$ 0	$ 26

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SHAREHOLDERS' EQUITY - Share Repurchase Program (Details)	3 Months Ended
	Mar. 31, 2023 shares
Stockholders' Equity Note [Abstract]
Common stock repurchased (in shares)	0