8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 24, 2009

ENTERCOM COMMUNICATIONS CORP.

(Exact Name of Registrant as Specified in Charter)

Pennsylvania	001-14461	23-1701044
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)
401 City Avenue, Suite 809
Bala Cynwyd, Pennsylvania		19004
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:  (610) 660-5610

(Former Address of Principal Executive Offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition

On February 24, 2009, Entercom Communications Corp. (the “Company”) issued a press release (the “Press Release”) announcing fourth quarter and year end 2008 results.  Specifically, the Company announced that for the fourth quarter of 2008:

·              net revenues of $104.1 million;

·              station operating expenses of $65.5 million;

·              operating loss of $622.3 million;

—              loss from continuing operations of $429.2 million; and

·              net loss of $429.8 million.

In addition, the Company announced that for the year ended December 31, 2008:

·              net revenues of $438.8 million;

·              station operating expenses of $276.2 million;

·              operating loss of $710.3 million;

—              loss from continuing operations of $512.6 million; and

·              net loss of $516.7 million.

A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.  The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01 Other Events.

On February 10, 2009, the Board of Directors of Entercom Communications Corp. (the “Company”) approved, subject to shareholder approval, an amendment to the Entercom Equity Compensation Plan to permit an option exchange program (the “Option Exchange Program”).  The Option Exchange Program will be proposed to the shareholders of the Company for their approval at the May 12, 2009 Annual Meeting of the Company.  On February 19, 2009, David J. Field, the Company’s Chief Executive Officer and President, sent a memorandum to holders of eligible options announcing the Option Exchange Program and describing its key features.  Attached to the memorandum was a Questions and Answers Summary Regarding Option Exchange Program.  The text of this memorandum is attached hereto as Exhibit 99.2 and the Questions and Answers Summary Regarding Option Exchange Program is attached hereto as Exhibit 99.3.  Each of Exhibit 99.2 and Exhibit 99.3 is incorporated herein by reference.

Subject to shareholder approval of the Option Exchange Program, the Company intends to offer to Company employees and non-employee directors a one-time opportunity to voluntarily exchange all of their outstanding stock options with exercise prices equal to or

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greater than $11.80 per share for a lesser number of shares of restricted Class A common stock of the Company.  The exchange ratio under the Option Exchange Program will depend on the exercise price of the options surrendered, in accordance with the following:

Option	Exchange Ratio
Strike Price	(Options For RSUs)
At least $11.80 but less than $30.00	2.25 for 1
$30.00 or more	4.50 for 1

The filing of this Form 8-K and attached exhibits are intended to satisfy the Company’s filing obligations under Securities Exchange Act Rule 13e-4(c) regarding communications made by an issuer prior to the commencement of an issuer tender offer and Rule 14a-12 regarding proxy solicitation materials distributed prior to the filing of a proxy statement, meeting the requirements of Exchange Act Rule 14a-3(a).

Item 9.01.      Exhibits

(d)           Exhibits

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued February 24, 2009.
99.2	Memorandum From David J. Field To Certain Entercom Communications Corp. Option Holders, transmitted on February 19, 2009.
99.3	Questions and Answers Summary Regarding Option Exchange Program attached to the memorandum from David J. Field To Certain Entercom Communications Corp. Option Holders, transmitted on February 19, 2009.

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SIGNATURE

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 hereunto duly authorized.

Entercom Communications Corp.
	By:	/s/ Stephen F. Fisher
		Stephen F. Fisher
		Executive Vice President - Operations and Chief Financial Officer

Dated: February 24, 2009

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EXHIBIT INDEX

Exhibit No.	Title
99.1	Entercom Communications Corp.’s Press Release, issued February 24, 2009.
99.2	Memorandum From David J. Field To Certain Entercom Communications Corp. Option Holders, transmitted on February 19, 2009.
99.3	Questions and Answers Summary Regarding Option Exchange Program attached to the memorandum from David J. Field To Certain Entercom Communications Corp. Option Holders, transmitted on February 19, 2009.

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EX-99.1

Exhibit 99.1

Entercom Communications Corp.

Reports Fourth Quarter and 2008 Annual Results

(Bala Cynwyd, Pa. February 24, 2009) Entercom Communications Corp. (NYSE: ETM) today reported financial results for the quarter and year ended December 31, 2008.

Fourth Quarter 2008 Highlights

·Net revenues for the quarter decreased 14% to $104.1 million and station operating expenses decreased 5% to $64.8 million

·Station operating income decreased 25% to $39.3 million

·EBITDA decreased 25% to $35.3 million

·Same station net revenues decreased 14% and same station operating expenses decreased 7%

·Same station operating income decreased 25%

·For the quarter, the Company recorded a non-cash after-tax (before adjustment for the impact of a valuation allowance) intangible impairment charge of $395.2 million

·Adjusted net income per share decreased 20% from $0.41 to $0.33

·Free cash flow decreased 24% to $23.0 million

2008 Annual Highlights

·Net revenues for the year decreased 6% to $438.8 million and station operating expenses decreased 3% to $273.6 million

·Station operating income decreased 12% to $165.2 million

·EBITDA decreased 11% to $145.6 million

·Same station net revenues decreased 7% and same station operating expenses decreased 3%

·Same station operating income decreased 12%

·For the year, the Company recorded non-cash after-tax (before adjustment for the impact of a valuation allowance) intangible impairment charges of $507.3 million

·Adjusted net income per share increased 2% from $1.25 to $1.27

·Free cash flow increased 3% to $94.2 million

David J. Field, President and Chief Executive Officer stated: “In the face of difficult general economic conditions that are adversely impacting advertising revenues, Entercom has taken significant measures to improve our short-term performance and enhance our long-term prospects. We have materially reduced expenses, while at the same time increased our investment in various digital and new revenue initiatives. We also are pleased to note that in 2008, Entercom posted a three percent increase in free cash flow and reduced long-term debt by $140 million. Finally, as we look to the future, we note that the fundamentals of the radio business remain strong. At a time of unprecedented change in media usage that is severely impairing a number of other media, radio posted an all-time record number of listeners in 2008 and remains the most cost-effective major advertising medium in the nation.”

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Additional Fourth Quarter Information

During the quarter, the Company reduced its outstanding debt by $41.5 million, including the repurchase of $8.5 million of its Senior Subordinated Notes at a discount. Entercom’s leverage ratio, as defined in its credit agreement, was 5.2x at the end of the period.

During the quarter, the Company recorded a non-cash after-tax (before adjustment for the impact of a valuation allowance) intangible impairment charge of $395.2 million which was applied to nearly all of the Company’s markets. This impairment was taken as result of the Company’s periodic review of its intangible assets and goodwill and reflects an adjustment to the valuation of the Company’s intangible assets due to the continued difficult advertising environment and the depressed stock prices and valuations of public media companies.

During the quarter, the Company repurchased 0.8 million shares of common stock for $0.7 million.

The weighted average diluted shares for the quarter was 36.1 million. As of December 31, 2008, the Company had $4.3 million in cash and cash equivalents, $750.2 million of Senior Debt and $83.5 million of Senior Subordinated Notes.

Additional 2008 Information

During the year, the Company reduced its outstanding debt by $140.0 million, including the repurchase of $66.5 million of its Senior Subordinated Notes at a discount. The Company also completed transactions which hedged the interest rate on approximately 70% of the Company’s floating rate debt.

During the year, the Company recorded non-cash after-tax (before adjustment for the impact of a valuation allowance) intangible impairment charges of $507.3 million.

Free cash flow for the year benefitted from a significant reduction in financing expense (interest expense plus Time Brokerage Agreement (“TBA”) expense). Financing expense for 2008 reflected the full year impact of the Company’s new credit facility, a decrease in interest rates in 2008, as well as the Senior Subordinated Notes repurchases which were funded with lower cost bank debt. TBA expense also declined as the Company completed the acquisition of 14 radio stations from CBS Radio Inc. in the fourth quarter of 2007.

During the year, the Company repurchased 2.1 million shares of common stock for $13.9 million.

Earnings Conference Call and Company Information

Entercom will hold a conference call regarding the quarterly earnings release on February 24, 2009 at 11:00 AM Eastern Time.  The public may access the conference call by dialing 888-889-0278 (passcode: Entercom).  A replay of the conference call will be available and can be

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accessed either by dialing 800-229-6273 or by visiting the Company’s website: www.entercom.com.

Investors will have the opportunity to submit questions to the Company regarding the fourth quarter earnings release by emailing their inquiries to questions@Entercom.com. Questions should be sent by 10 minutes prior to the call. The Company will only discuss inquiries made by email during the conference call.

The Company will no longer be providing revenue or expense guidance. For purposes of same station comparisons, 2008 first quarter net revenues were $95.4 million and station operating expenses were $63.7 million. Additional information and a reconciliation of same station results are available on the Company’s website at www.entercom.com.

Entercom Communications Corp. is one of the five largest radio broadcasting companies in the United States, with a nationwide portfolio in excess of 100 stations in 23 markets, including San Francisco, Boston, Seattle, Denver, Portland, Sacramento and Kansas City. Known for developing unique and highly successful, locally programmed stations, Entercom is home to some of radio’s most distinguished brands and compelling personalities. The Company is also the radio broadcast partner of the Boston Red Sox, Boston Celtics, Kansas City Royals, New Orleans Saints and Buffalo Sabres.

Entercom focuses on creating effective integrated marketing solutions for its customers that incorporate the Company’s audio, digital and experiential assets.  Additionally, the Company has a long-standing commitment to responsible corporate citizenship and environmental stewardship.  Entercom stations play a vital, hands-on role in improving their communities, providing over $100 million in annual support for local charitable organizations.

The Company’s radio stations have received numerous awards, including multiple Edward R. Murrow Awards for excellence in broadcast journalism and National Association of Broadcasters (NAB) Marconi Awards for excellence in radio broadcasting. In 2007, Forbes magazine named Entercom one of America’s “Most Trustworthy Companies.”

For more information, please visit www.entercom.com.

Certain Definitions

All references to per share data, unless stated otherwise, are presented as per diluted share. All references to station operating expenses and corporate general and administrative expenses are exclusive of non-cash compensation expense, unless stated otherwise.  All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units.

Station operating income consists of operating income (loss) before depreciation and amortization, time brokerage agreement fees (income), corporate general and administrative expenses, non-cash compensation expense (which is otherwise included in station operating expenses), impairment loss and gain or loss on sale or disposition of assets.

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EBITDA consists of income (loss) from continuing operations, adjusted to exclude: income taxes (benefit), total other expense, depreciation and amortization, time brokerage agreement fees (income), non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses), impairment loss and gain or loss on sale or disposition of assets.

Free cash flow consists of operating income (loss): (i) plus depreciation and amortization, non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses), impairment loss and income from discontinued operations before income taxes (benefit), depreciation and amortization expense and impairment loss; and (ii) less net interest expense (excluding amortization of deferred financing costs), gains (loss) on sale of assets, taxes paid and capital expenditures.

Adjusted Net Income consists of net income (loss) adjusted to exclude: (i) income (loss) from discontinued operations before income taxes (benefit); (ii) reported taxes; (iii) gain/loss on sale of assets, derivative instruments and investments; (iv) non-cash compensation expense; (v) other income; (vi) impairment loss; and (vii) gain/loss on early extinguishment of debt.   For purposes of comparison, income taxes are reflected at the expected statutory federal and state tax rate of 42% without discrete items of tax.

Adjusted net income per share: includes any dilutive equivalent shares when not anti-dilutive.

Same station operating data is computed by comparing the performance of stations operated by the Company throughout the relevant period to the comparable performance in the prior year’s corresponding period.

Non-GAAP Financial Measures

It is important to note that station operating income, same station net revenues, same station operating expenses, same station operating income, EBITDA, adjusted net income, adjusted net income per share and free cash flow are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”).  Management believes that these measures are useful as a way to evaluate the Company and the means for management to evaluate our radio stations’ performance and operations.  Management believes that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry as a measure of a radio company’s operating performance.

Certain adjusted non-GAAP financial measures are presented in this release (e.g., adjusted net income and adjusted net income per share). The adjustments exclude gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss and gain/loss on early extinguishment of debt. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Company’s core operating and financial results.  Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Company’s ongoing operating

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performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

Management uses these Non-GAAP financial measures on an ongoing basis to help track and assess the Company’s financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles.  These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies.  The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.

Note Regarding Forward-Looking Statements

The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commission’s Regulation FD.

This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited pro forma information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Company’s filings on Forms 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflect adjustments and are presented for comparative purposes only and do not purport to be indicative of what has occurred or indicative of future operating results or financial position.  Accordingly, the Company’s actual performance may differ materially from those stated or implied herein.  The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

Contact:

Steve Fisher

Executive Vice President-Operations and Chief Financial Officer

610-660-5647

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Fourth Quarter 2008

Earnings Release

ENTERCOM COMMUNICATIONS CORP.

FINANCIAL DATA

(amounts in thousands, except per share data)

(unaudited)

	Three Months Ended						Year Ended
	December 31,						December 31,
	2008			2007			2008			2007
STATEMENTS OF OPERATIONS
Net Revenues	$	104,097		$	120,550		$	438,822		$	468,351
Station Operating Expenses (Excluding Non-Cash Compensation Expense)	64,792			68,433			273,635			281,167
Station Operating Expenses - Non-Cash Compensation Expense	700			240			2,552			2,374
Corporate G & A Expenses (Excluding Non-Cash Compensation Expense)	4,042			5,234			19,613			23,054
Corporate G & A Expenses - Non-Cash Compensation Expense	1,345			1,455			7,304			5,834
Depreciation And Amortization	4,433			4,660			20,442			16,631
Impairment Loss	651,129			38,684			835,716			84,037
Net Time Brokerage Agreement Fees (Income)	(45		)	2,423			(233		)	14,001
Net (Gain) Loss On Sale Or Disposition of Assets	38			194			(9,899		)	(647		)
Total Operating Expenses	726,434			121,323			1,149,130			426,451
Operating Income (Loss)	(622,337		)	(773		)	(710,308		)	41,900
Other Expense (Income) Items:
Interest Expense	10,209			13,455			45,040			51,183
Net (Gain) Loss On Early Extinguishment Of Debt	(2,932		)	—			(6,949		)	458
Interest And Dividend Income	(24		)	(205		)	(323		)	(740		)
Other Income	(83		)	(421		)	(3,339		)	(895		)
Net Gain On Derivative Instruments	—			(44		)	(34		)	(162		)
Net (Gain) Loss On Investments	8			40			469			(245		)
Total Other Expense	7,178			12,825			34,864			49,599
Loss From Continuing Operations Before Income Tax Provision (Benefit)	(629,515		)	(13,598		)	(745,172		)	(7,699		)
Income Tax Provision (Benefit)	(247,964		)	(4,189		)	(291,966		)	(2,215		)
Income Taxes From Change In Valuation Allowance Reserve	47,671			—			59,366			—
Income Taxes From Change In State Income Tax Rates	—			—			—			2,910
Total Income Tax Provision (Benefit)	(200,293		)	(4,189		)	(232,600		)	695
Loss From Continuing Operations	(429,222		)	(9,409		)	(512,572		)	(8,394		)
Income (Loss) From Discontinued Operations, Net Of Income Taxes (Benefit)	(582		)	46			(4,079		)	37
Net Loss	$	(429,804	)	$	(9,363	)	$	(516,651	)	$	(8,357	)
Net Loss Per Share - Basic And Diluted
Loss From Continuing Operations	$	(11.89	)	$	(0.25	)	$	(13.94	)	$	(0.22	)
Income (Loss) From Discontinued Operations, Net Of Income Taxes (Benefit)	(0.02		)	—			(0.11		)	—
Net Loss Per Share - Basic And Diluted	$	(11.91	)	$	(0.25	)	$	(14.05	)	$	(0.22	)
Weighted Common Shares Outstanding - Basic And Diluted	36,095			37,327			36,782			38,230

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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Capital Expenditures	$	2,571	$	1,523	$	8,553	$	9,281
Income Taxes Paid	$	—	$	1	$	22	$	497

SELECTED BALANCE SHEET DATA

	December 31,
	2008		2007
Cash And Cash Equivalents	$	4,284	$	10,945
Working Capital	22,776		88,705
Total Assets	996,734		1,919,352
Senior Debt	750,197		823,718
7.625% Senior Subordinated Notes	83,500		150,000
Total Shareholders’ Equity	100,257		660,767

OTHER FINANCIAL DATA

	Three Months Ended						Year Ended
	December 31,						December 31,
	2008			2007			2008			2007
Dividends Paid Per Common Share	$	—		$	0.38		$	0.58		$	1.52
Same Station Computations:
Net Revenues - Reconciliation Of Same Station Net Revenues To GAAP:
Net Revenues	$	104,097		$	120,550		$	438,822		$	468,351
Net Acquisitions And Divestitures Of Radio Stations	—			950			—			3,274
Same Station Net Revenues	$	104,097		$	121,500		$	438,822		$	471,625
Station Operating Expenses - Reconciliation Of Same Station Operating Expenses To GAAP:
Station Operating Expenses	$	65,492		$	68,673		$	276,187		$	283,541
Non-Cash Compensation Expense Included In Station Operating Expense	(700		)	(240		)	(2,552		)	(2,374		)
Station Operating Expenses Excluding Non-Cash Compensation Expense	64,792			68,433			273,635			281,167
Net Acquisitions And Divestitures Of Radio Stations	—			950			—			1,921
Same Station Operating Expenses	$	64,792		$	69,383		$	273,635		$	283,088
Reconciliation Of GAAP Operating Income (Loss) To Station Operating Income And Same Station Operating Income:
Operating Income (Loss)	$	(622,337	)	$	(773	)	$	(710,308	)	$	41,900
Corporate G & A Expenses (Excluding Non-Cash Compensation Expense)	4,042			5,234			19,613			23,054
Corporate G & A Expenses - Non-Cash Compensation Expense	1,345			1,455			7,304			5,834
Station Operating Expenses - Non-Cash Compensation Expense	700			240			2,552			2,374
Depreciation And Amortization	4,433			4,660			20,442			16,631
Impairment Loss	651,129			38,684			835,716			84,037
Net Time Brokerage Agreement Fees (Income)	(45		)	2,423			(233		)	14,001
Net (Gain) Loss On Sale Or Disposition of Assets	38			194			(9,899		)	(647		)
Station Operating Income	39,305			52,117			165,187			187,184
Net Acquisitions And Divestitures Of Radio Stations	—			—			—			1,353
Same Station Operating Income	$	39,305		$	52,117		$	165,187		$	188,537

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Reconciliation Of GAAP Loss From Continuing Operations To EBITDA:
Loss From Continuing Operations	$	(429,222	)	$	(9,409	)	$	(512,572	)	$	(8,394	)
Income Taxes (Benefit)	(200,293		)	(4,189		)	(232,600		)	695
Total Other Expense	7,178			12,825			34,864			49,599
Corporate G & A Expenses - Non-Cash Compensation Expense	1,345			1,455			7,304			5,834
Station Operating Expenses - Non-Cash Compensation Expense	700			240			2,552			2,374
Depreciation And Amortization	4,433			4,660			20,442			16,631
Impairment Loss	651,129			38,684			835,716			84,037
Net Time Brokerage Agreement Fees (Income)	(45		)	2,423			(233		)	14,001
Net (Gain) Loss On Sale Or Disposition of Assets	38			194			(9,899		)	(647		)
EBITDA	$	35,263		$	46,883		$	145,574		$	164,130
Reconciliation Of GAAP Loss From Continuing Operations To Free Cash Flow:
Loss From Continuing Operations	$	(429,222	)	$	(9,409	)	$	(512,572	)	$	(8,394	)
Depreciation And Amortization	4,433			4,660			20,442			16,631
Impairment Loss	651,129			38,684			835,716			84,037
Deferred Financing Costs Included In Interest Expense	398			434			1,647			1,681
Non-Cash Compensation Expense	2,045			1,695			9,856			8,208
Net (Gain) Loss On Sale Or Disposition Of Assets	38			194			(9,899		)	(647		)
Net Gain On Derivative Instruments	—			(44		)	(34		)	(162		)
Net (Gain) Loss On Investments	8			40			469			(245		)
Net (Gain) Loss On Early Extinguishment Of Debt	(2,932		)	—			(6,949		)	458
Other Income	(83		)	(421		)	(3,339		)	(895		)
Income Tax Provision (Benefit)	(200,293		)	(4,189		)	(232,600		)	695
Capital Expenditures	(2,571		)	(1,523		)	(8,553		)	(9,281		)
Income Taxes Paid	—			(1		)	(22		)	(497		)
Income From Discontinued Operations, Before Income Taxes (Benefit), D &A Expense And Impairment Loss	—			62			28			64
Free Cash Flow	$	22,950		$	30,182		$	94,190		$	91,653
Reconciliation Of GAAP Operating Income (Loss) To Free Cash Flow:
Operating Income (Loss)	$	(622,337	)	$	(773	)	$	(710,308	)	$	41,900
Depreciation and Amortization	4,433			4,660			20,442			16,631
Impairment Loss	651,129			38,684			835,716			84,037
Non-Cash Compensation Expense	2,045			1,695			9,856			8,208
Interest Expense, Net of Interest And Dividend Income And Deferred Financing Costs	(9,787		)	(12,816		)	(43,070		)	(48,762		)
Capital Expenditures	(2,571		)	(1,523		)	(8,553		)	(9,281		)
Net (Gain) Loss On Sale Or Disposition Of Assets	38			194			(9,899		)	(647		)
Income Taxes Paid	—			(1		)	(22		)	(497		)
Income From Discontinued Operations, Before Income Taxes (Benefit), D &A Expense And Impairment Loss	—			62			28			64
Free Cash Flow	$	22,950		$	30,182		$	94,190		$	91,653

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Reconciliation Of GAAP Net Loss To Adjusted Net Income
Net Loss	$	(429,804	)	$	(9,363	)	$	(516,651	)	$	(8,357	)
Income (Loss) From Discontinued Operations, Net Of Income Taxes (Benefit)	(582		)	46			(4,079		)	37
Income Tax Provision (Benefit)	(200,293		)	(4,189		)	(232,600		)	695
Loss From Continuing Operations Before Income Taxes (Benefit)	(629,515		)	(13,598		)	(745,172		)	(7,699		)
Impairment Loss	651,129			38,684			835,716			84,037
Net (Gain) Loss on Sale Or Disposal Of Assets	38			194			(9,899		)	(647		)
Net Gain On Derivative Instruments	—			(44		)	(34		)	(162		)
Net (Gain) Loss On Investments	8			40			469			(245		)
Net (Gain) Loss On Extinguishment Of Debt	(2,932		)	—			(6,949		)	458
Other Income	(83		)	(421		)	(3,339		)	(895		)
Non-Cash Compensation Expense	2,045			1,695			9,856			8,208
Adjusted Income Before Income Taxes	20,690			26,550			80,648			83,055
Income Taxes	8,690			11,151			33,872			34,883
Adjusted Net Income	$	12,000		$	15,399		$	46,776		$	48,172
Weighted Common Shares Outstanding - Diluted , As Reported	36,095			37,327			36,782			38,230
Weighted Common Shares Outstanding - Diluted (Adjustment Required As Not Anti-Dilutive)	3			215			24			327
Weighted Common Shares Outstanding - Diluted	36,098			37,542			36,806			38,557
Adjusted Net Income Per Share - Diluted	$	0.33		$	0.41		$	1.27		$	1.25

PRIOR YEAR’S DATA

First Quarter 2008 As Reported And Same Station

	Three Months
	Ended
	March 31, 2008
Reconciliation Of GAAP Net Revenues To Same Station Net Revenues:
Net Revenues	$	95,390
Net Acquisitions And Divestitures Of Radio Stations	—
Same Station Net Revenues	$	95,390
Reconciliation Of GAAP Station Operating Expenses:
Station Operating Expenses	$	64,090
Non-Cash Compensation Expense Included In Station Operating Expenses	(383		)
Net Acquisitions And Divestitures Of Radio Stations	—
Same Station Operating Expenses	$	63,707

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EX-99.2

Exhibit 99.2

MEMORANDUM

To:	Holders of Entercom Options
From:	David J. Field
Date:	February 19, 2009
Subject:	2009 Option Exchange Program

I am very pleased to announce that Entercom’s Board of Directors has authorized an Option Exchange Program, subject to shareholder approval at the May 12, 2009 annual meeting of shareholders.  The Program will provide you with the opportunity to exchange certain “underwater” stock options for a lesser number of restricted stock units in the Company.

Upon shareholder approval of this Program at our annual meeting of shareholders in May, eligible option holders will be able to exchange all of their eligible options for a lesser number of restricted stock units in accordance with the following ratios:

Option	Exchange Ratio
Strike Price	(Options For RSUs)
At least $11.80 but less than $30.00	2.25 for 1
$30.00 or more	4.50 for 1

Why are we doing this?  Entercom’s stock option plan was designed to provide a significant reward and motivation for excellent performance. We recognize that the options you currently hold have not achieved this goal due to the dramatic decline in the market.  As you know, this is not just an Entercom issue, a radio issue, or a media issue, it is a global economic issue; virtually all companies are experiencing similar challenges.  By addressing this problem through the Option Exchange Program, we hope each of you will be able to realize a significant return in the future as the markets recover from the unprecedented events of 2008 and early 2009.

We expect to distribute a document that will contain the terms and conditions of the Program (referred to as the “Offer to Exchange”) to eligible option holders in the next few weeks. Eligible option holders will then have at least 20 business days after the distribution of the Offer to Exchange to elect to exchange their existing options. Once shareholder approval has been obtained, new restricted stock units will be granted promptly following the end of the required 20 business day period to those eligible option holders who elect to participate in the Program.

The Questions and Answers below are designed to address some of the initial questions you may have about the Program.  If you have additional questions, please contact Andrew Sutor at (610) 660-5655.

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Again, I am very pleased to be able to deliver this good news to each of you.  Each of you plays an important role in making Entercom a high-performance organization committed to excellence and outstanding results for our listeners, our customers, our shareholders and our communities.  Together, we will continue to focus on execution and strive for excellence in our collective and individual performances.  We will continue to reinvent our business to capitalize on new opportunities and overcome new challenges in our changing world.  And we will collectively share in the value that we create as we build this very special company in to the future.

*****

PLEASE NOTE: When they become available, you should read the proxy materials, Schedule TO, the Offer to Exchange, the form of Election to Participate and related materials carefully because they will contain important information. This email does not constitute an offer to exchange, buy or sell stock options or Entercom’s common stock, and is being sent to you for informational purposes only.

*****

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EX-99.3

Exhibit 99.3

Questions and Answers about the proposed Option Exchange Program

How do I participate in the Program?

We have not yet begun the Program, so you do not need to take any action now. Eligible Entercom option holders will receive additional information, including the official Offer to Exchange, which will set forth the full terms and conditions of the Program, including procedures for exchanging your options for restricted stock units.

Who will be eligible to participate in the Program?

Current Entercom employees and non-employee directors, as of the date the Program commences, who hold options with an exercise price of $11.80 or greater will be eligible to participate in the Program. Participation will be subject to the terms and conditions specified in the Offer to Exchange and related documents. Persons who meet the eligibility requirements at the commencement of the Program but do not satisfy these requirements on the expiration of the 20 business day tender offer period will not be eligible to exchange their options.

What if our shareholders do not approve the amendment to the Plan?

If our shareholders do not approve the amendment to the Plan (which permits the Program) at our annual meeting in May, the Program will not proceed, and your existing stock options will continue under their existing terms and conditions.

If I have options that are eligible for exchange, do I have to exchange them for restricted stock units?

No.  Your participation in the Program is entirely voluntary. Once the Program begins (if at all), you may exchange all (but not less than all) of your eligible options (i.e., options with a stock price of $11.80 or greater).

How many restricted stock units will I receive for each old option I exchange?

Options will be exchanged in accordance with the following ratios:

Option	Exchange Ratio
Strike Price	(Options For RSUs)
At least $11.80 but less than $30.00	2.25 for 1
$30.00 or more	4.50 for 1

For example, if an eligible holder has 2,000 options with an exercise price of $15 per share and 2,000 options with an exercise price of $35 per share, such holder would be permitted to exchange their options and receive the following: (i) 889 RSUs in exchange for the $15 options and (ii) 444 RSUs in exchange for the $35 options.  Only whole restricted stock units

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will be granted. Accordingly, the actual number of RSUs granted will be rounded to the closest whole share.

What is the difference between a stock option and restricted stock units?

A stock option is the right to buy stock at some future date at a price (the “strike price”) established at the time the option is granted.  When an option is exercised, the value realized by the holder is the spread between the strike price and the then current market price.  Options are typically not immediately exercisable but instead become exercisable over time.  When an option becomes exercisable, it is said to have “vested.”

A restricted stock unit (or “RSU”) is a grant of stock that is subject to forfeiture during a specified period.  By definition, a restricted stock unit is unvested.  During the period that the RSUs are unvested, they are subject to certain restrictions (see next question for an explanation of the applicable restrictions).  The restricted stock units that will be granted in the Option Exchange Program will vest over time.  Upon vesting, the restricted stock units become unrestricted are no longer subject to forfeiture.  When restricted stock units vest, the value realized by the holder is the then current market price of the stock.

What restrictions will be imposed on the Restricted Stock Units I can receive in connection with the Program?

Until the restricted stock units vest, the holder will not have the right to vote the shares or receive dividends on such shares; provided that upon vesting, in addition to receiving outright ownership of the shares of stock, the holder will receive a cash payment equal to the amount of any dividends that would have been paid on such shares if they had been vested. The restricted stock units will be forfeited if, before the shares vest, the holder ceases to be an employee or serve as a director.  If a restricted stock unit is forfeited, no payment will be made in regard to past dividends.

When will the Restricted Stock Units I can receive in connection with the Program vest?

The restricted stock units will vest 50% after 2 years, 25% after 3 years and the remaining 25% after four years.

If I elect to exchange options, will the exchange itself subject me to any income taxes?

No.  The exchange of options under the Program should be treated as a non-taxable exchange to you. When the restricted stock units vest, however, such vesting will be a taxable event.

How do I know if I am eligible to participate? How do I find out how many eligible options I have and what their exercise prices are?

We will provide you with this information at the time of the offer to exchange.

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What will happen if I do not participate in the Program?

Nothing will change.  All of your current stock options will continue to be valid. The terms and conditions applicable to your current options will not change.

*****

PLEASE NOTE: When they become available, you should read the proxy materials, Schedule TO, the Offer to Exchange, the form of Election to Participate and related materials carefully because they will contain important information.  This email does not constitute an offer to exchange, buy or sell stock options or Entercom’s common stock, and is being sent to you for informational purposes only.

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