10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2014

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

Entercom Communications Corp.

(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.)

401 E. City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

(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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x    No  ¨

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

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	¨

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

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 – 31,885,018 Shares Outstanding as of May 09, 2014

(Class A Shares Outstanding include 1,411,301 unvested and vested but deferred restricted stock units)

Class B common stock, $0.01 par value – 7,197,532 Shares Outstanding as of May 09, 2014.

ENTERCOM COMMUNICATIONS CORP.

INDEX

Part I Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
Part II Other Information
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
Signatures		24
Exhibit Index		25

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.

Key risks to our company are described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3, 2014 and as may be supplemented by the risks described under Part II, Item 1A, of our quarterly reports on Form 10-Q and in our Current Reports on Form 8-K.

ii

PART I

FINANCIAL INFORMATION

ITEM 1. Financial Statements

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

	MARCH 31,			DECEMBER 31,
	2014			2013
ASSETS:
Cash	$	5,930		$	12,231
Accounts receivable, net of allowance for doubtful accounts		60,767			71,818
Prepaid expenses, deposits and other		6,772			4,326
Prepaid and refundable federal and state income taxes		21			41
Deferred tax assets		2,850			2,850
Total current assets		76,340			91,266
Net property and equipment		43,882			44,439
Radio broadcasting licenses		718,542			718,542
Goodwill		38,850			38,850
Assets held for sale		2,199			2,090
Deferred charges and other assets, net of accumulated amortization		16,004			17,501
TOTAL ASSETS	$	895,817		$	912,688
LIABILITIES:
Accounts payable	$	302		$	200
Accrued expenses		13,312			13,729
Other current liabilities		18,448			12,723
Long-term debt, current portion		10,724			3,000
Total current liabilities		42,786			29,652
Long-term debt, net of current portion		481,973			514,124
Deferred tax liabilities		44,964			44,272
Other long-term liabilities		25,994			26,247
Total long-term liabilities		552,931			584,643
Total liabilities		595,717			614,295
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS’ EQUITY:
Preferred stock		—			—
Class A, B and C common stock		391			385
Additional paid-in capital		605,059			604,721
Accumulated deficit		(305,350	)		(306,713	)
Total shareholders’ equity		300,100			298,393
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	895,817		$	912,688

See notes to condensed consolidated financial statements.

1

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2014			2013
NET REVENUES	$	78,235		$	78,360
OPERATING EXPENSE:
Station operating expenses, including non-cash compensation expense		57,961			58,015
Depreciation and amortization expense		1,974			2,324
Corporate general and administrative expenses, including non-cash compensation expense		6,416			6,227
Net (gain) loss on sale or disposal of assets		(40	)		22
Total operating expense		66,311			66,588
OPERATING INCOME (LOSS)		11,924			11,772
OTHER (INCOME) EXPENSE:
Net interest expense		9,903			11,474
Other income		(55	)		(31	)
TOTAL OTHER EXPENSE		9,848			11,443
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)		2,076			329
INCOME TAXES (BENEFIT)		713			580
NET INCOME (LOSS)	$	1,363		$	(251	)
NET INCOME (LOSS) PER SHARE - BASIC	$	0.04		$	(0.01	)
NET INCOME (LOSS) PER SHARE - DILUTED	$	0.04		$	(0.01	)
WEIGHTED AVERAGE SHARES:
Basic		37,660,123			37,138,186
Diluted		38,501,319			37,138,186

See notes to condensed consolidated financial statements.

2

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31, 2014 AND YEAR ENDED DECEMBER 31, 2013

(amounts in thousands, except share data)

(unaudited)

														Retained
	Common Stock										Additional			Earnings
	Class A						Class B				Paid-in			(Accumulated
	Shares			Amount			Shares		Amount		Capital			Deficit)			Total
Balance, December 31, 2012		31,226,047		$	312			7,197,532	$	72	$	601,847		$	(332,737	)	$	269,494
Net income (loss)		—			—			—		—		—			26,024			26,024
Compensation expense related to granting of stock options		—			—			—		—		41			—			41
Compensation expense related to granting of restricted stock units		96,560			1			—		—		4,228			—			4,229
Exercise of stock options		171,625			2			—		—		243			—			245
Purchase of vested employee restricted stock units		(186,038	)		(2	)		—		—		(1,638	)		—			(1,640	)
Balance, December 31, 2013		31,308,194			313			7,197,532		72		604,721			(306,713	)		298,393
Net income (loss)		—			—			—		—		—			1,363			1,363
Compensation expense related to granting of stock options		—			—			—		—		3			—			3
Compensation expense related to granting of restricted stock units		663,163			7			—		—		1,198			—			1,205
Exercise of stock options		15,750			—			—		—		26			—			26
Purchase of vested employee restricted stock units		(90,990	)		(1	)		—		—		(889	)		—			(890	)
Balance, March 31, 2014		31,896,117		$	319			7,197,532	$	72	$	605,059		$	(305,350	)	$	300,100

See notes to condensed consolidated financial statements.

3

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2014			2013
OPERATING ACTIVITIES:
Net income (loss)	$	1,363		$	(251	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,974			2,324
Amortization of deferred financing costs (including original issue discount)		1,160			1,109
Net deferred taxes (benefit) and other		713			580
Provision for bad debts		299			333
Net (gain) loss on sale or disposal of assets		(37	)		22
Non-cash stock-based compensation expense		1,208			1,142
Deferred rent		238			86
Unearned revenue - long-term		(21	)		(28	)
Deferred compensation		400			561
Accretion expense, net of asset retirement obligation payments		6			6
Other income		(55	)		(31	)
Changes in assets and liabilities:
Accounts receivable		10,751			10,726
Prepaid expenses and deposits		(2,434	)		(2,555	)
Accounts payable and accrued liabilities		264			(44	)
Accrued interest expense		5,673			5,662
Accrued liabilities - long-term		(661	)		(73	)
Prepaid expenses - long-term		200			200
Net cash provided by (used in) operating activities		21,041			19,769
INVESTING ACTIVITIES:
Additions to property and equipment		(1,633	)		(963	)
Proceeds from sale of property, equipment, intangibles and other assets		15			—
Deferred charges and other assets		(415	)		—
Proceeds from investments and capital projects		55			31
Net cash provided by (used in) investing activities		(1,978	)		(932	)

4

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2014			2013
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt		2,500			7,000
Payments of long-term debt		(27,000	)		(27,786	)
Proceeds from the exercise of stock options		26			130
Purchase of vested employee restricted stock units		(890	)		(610	)
Net cash provided by (used in) financing activities		(25,364	)		(21,266	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(6,301	)		(2,429	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		12,231			8,923
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	5,930		$	6,494
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	3,070		$	4,632
Income taxes	$	1		$	1

See notes to condensed consolidated financial statements.

5

ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2014 AND 2013

1. BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. 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 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 financial statements and related notes included in the Company’s audited financial statements as of and for the year ended December 31, 2013 and filed with the SEC on March 3, 2014, as part of the Company’s Annual Report on Form 10-K. 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 financial statements contained in its Form 10-K for the year ended December 31, 2013 that was filed with the SEC on March 3, 2014, except as described below.

Recent Accounting Pronouncements

The Company does not believe that any recently issued pronouncements, including those listed below, would have a material effect on the Company’s results of operations, cash flows or financial condition.

Netting Of Unrecognized Tax Benefits Against Tax Assets

In June 2013, the accounting guidance was modified to require the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in the settlement of uncertain tax positions. This guidance was effective for the Company beginning January 1, 2014 and can be applied on a prospective basis. The adoption of this guidance did not have any effect on the presentation of the Company’s consolidated financial statements as the Company’s current presentation conforms to this new guidance.

Obligations Resulting From Joint And Several Liability Arrangements

In February 2013, the accounting guidance was amended for obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendment was effective for the Company beginning January 1, 2014 and should be applied retrospectively. The adoption of this guidance did not have a material effect on the Company’s results of operations, cash flows or financial condition.

2. INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized. 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 goodwill and certain intangibles (such as broadcasting licenses), then a charge is recorded to the results of operations.

There was no change in the carrying value of broadcasting licenses or goodwill since the year ended December 31, 2013.

6

Broadcasting Licenses Impairment Test

The Company performs its annual broadcasting license impairment test during the second quarter of each year by evaluating its broadcasting licenses for impairment at the market level using the direct method.

There were no events or circumstances since the Company’s prior year’s second quarter annual broadcasting licenses test that required the Company to re-test the carrying value of its broadcasting licenses.

Goodwill Impairment Test

The Company performs its annual goodwill impairment test during the second quarter of each year by evaluating its goodwill for each reporting unit.

There were no events or circumstances since the Company’s prior year’s second quarter annual goodwill test that required the Company to re-test the carrying value of its goodwill.

Interim Testing

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 intangibles below the amount reflected in the balance sheet, then the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods.

3. OTHER CURRENT LIABILITIES

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

	Other Current Liabilities
	March 31,		December 31,
	2014		2013
	(amounts in thousands)
Accrued compensation	$	5,039	$	5,418
Accounts receivable credits		1,963		1,547
Advertiser obligations		1,197		1,123
Accrued interest payable		8,583		2,910
Other		1,666		1,725
Total other current liabilities	$	18,448	$	12,723

4. LONG-TERM DEBT

(A) Senior Debt

The Credit Facility

As of March 31, 2014, the amount outstanding under the term loan component (the “Term B Loan”) of the Company’s senior secured credit facility (the “Credit Facility”) was $275.0 million. There was no amount outstanding under the revolving credit facility component (the “Revolver”) of the Credit Facility. The maximum available amount of the Revolver, which includes the impact of outstanding letters of credit, was $49.4 million as of March 31, 2014. The amount of the Revolver actually available to the Company is a function of covenant compliance at the time of borrowing.

On November 23, 2011, the Company entered into a credit agreement with a syndicate of lenders for a $425 million Credit Facility that was initially comprised of: (a) a $50 million Revolver that matures on November 23, 2016; and (b) a $375 million Term B Loan that matures on November 23, 2018.

The Term B Loan requires mandatory prepayments equal to 50% of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. The Excess Cash Flow payment is due in the first quarter of each year. An estimate of this payment, net of any prepayments made through March 31, 2014, is included under the current portion of long-term debt. The Company expects to fund the payment using cash from operating activities.

7

As of March 31, 2014, the Company is in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenants is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continue to maintain compliance. The Company’s operating cash flow is positive, and management believes that it is adequate to fund the Company’s operating needs. The Company has not been required to rely upon, and the Company does not anticipate being required to rely upon, the Revolver to fund its operations. Management believes that cash on hand and cash from operating activities, together with available borrowings under the Revolver, will be sufficient to permit the Company to meet its liquidity requirements over the next 12 months, including its debt repayments.

Failure to comply with the Company’s financial covenants 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. In addition, a default under either the Company’s Credit Facility or the indenture governing the Company’s 10.5% senior unsecured notes (the “Senior Notes”) could cause a cross default in the other and result in the acceleration of the maturity of all outstanding debt. The acceleration of the Company’s debt 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 on its debt.

As of March 31, 2014, the Company’s Consolidated Leverage Ratio was 4.6 times versus a covenant limit of 6.25 times and the Consolidated Interest Coverage Ratio was 2.8 times versus a covenant minimum of 1.6 times. These covenants become more restrictive over time.

(B) Senior Unsecured Debt

The Senior Notes

Simultaneously with entering into the Credit Facility on November 23, 2011, the Company issued $220 million of 10.5% unsecured Senior Notes, which mature on December 1, 2019. The Company received net proceeds of $212.7 million, which included a discount of $2.9 million, and incurred deferred financing costs of $6.1 million. These amounts are amortized over the term under the effective interest rate method. Interest on the Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2014		2013
	(amounts in thousands)
Interest expense	$	8,743	$	10,366
Amortization of deferred financing costs		1,087		1,043
Amortization of original issue discount of senior notes		73		66
Interest income and other investment income		—		(1	)
Total net interest expense	$	9,903	$	11,474

8

5. SHARE-BASED COMPENSATION

Under the Entercom 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

RSU Activity

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

		Number					Weighted		Aggregate
		Of			Weighted		Average		Intrinsic
		Restricted			Average		Remaining		Value As Of
		Stock			Purchase		Contractual		March 31,
	Period Ended	Units			Price		Term (Years)		2014
RSUs outstanding as of:	December 31, 2013		1,030,486
RSUs awarded			666,363
RSUs released			(270,848	)
RSUs forfeited			(3,200	)
RSUs outstanding as of:	March 31, 2014		1,422,801		$	—		1.7	$	14,327,606
RSUs vested and expected to vest as of:	March 31, 2014		1,311,232		$	—		1.7	$	12,328,059
RSUs exercisable (vested and deferred) as of:	March 31, 2014		86,996		$	—		—	$	876,050
Weighted average remaining recognition period in years			2.4
Unamortized compensation expense, net of estimated forfeitures		$	8,748,507

RSUs With Service And Market Conditions

During the first quarter of 2014, the Company issued RSUs with service and market conditions. These shares vest if: (1) the Company’s stock achieves certain shareholder performance targets over a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met. These RSUs, which are included in the RSU activity table, are amortized over the longest of the explicit, implicit or derived service periods, which is one to two years, as all of the conditions need to be satisfied.

9

The following table presents the changes in outstanding RSUs with market conditions:

	Three Months		Year
	Ended		Ended
	March 31,		December 31,
	2014		2013
	(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
Beginning of period balance		—		200
Number of RSUs granted		290		—
Number of RSUs forfeited		—		(200	)
Number of RSUs vested		—		—
End of period balance		290		—
Fair value of each RSU issued with market conditions	$	6.90	$	—

Valuation Of RSUs With Service And Market Conditions

The fair value of RSUs with service conditions is estimated based on the market value stock price on the date of the grant. To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company’s determination of the fair value was based on the number of shares granted, the Company’s stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

The specific assumptions used for this valuation are as follows:

	Three Months Ended
	March 31,
	2014
Expected Volatility Structure (1)	39% to 51%
Risk Free Interest Rate (2)	0.1% to 0.4%
Expected Dividend Yield (3)	0.0%

⁽¹⁾  Expected Volatility Term Structure - The Company estimated the volatility term structure using: (1) the historical volatility of its stock; and (2) the implied volatility provided by its traded options from a trailing month’s average of the closing bid-ask price quotes.

⁽²⁾  Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using Treasury bond rate as of the date of grant.

⁽³⁾  Expected Dividend Yield - The Company calculated the expected dividend yield at the time of grant based upon the Company’s most recent history and the Company’s stock price on the date of grant.

10

Options

Option Activity

The following table provides summary information related to the exercise of stock options:

	Three Months Ended March 31,
Option Exercise Data	2014		2013
	(amounts in thousands)
Intrinsic value of options exercised	$	135	$	537
Tax benefit from options exercised (1)	$	51	$	204
Cash received from exercise price of options exercised	$	26	$	130

⁽¹⁾  Amount excludes impact from suspended income tax benefits and/or valuation allowances.

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, 2014
Options outstanding as of:	December 31, 2013		557,550		$	2.58
Options granted			—			—
Options exercised			(15,750	)		1.66
Options forfeited			—			—
Options expired			(4,500	)		22.17
Options outstanding as of:	March 31, 2014		537,300		$	2.44		4.8	$	4,307,640
Options vested and expected to vest as of:	March 31, 2014		536,846		$	2.44		4.8	$	4,307,026
Options vested and exercisable as of:	March 31, 2014		532,300		$	2.38		4.8	$	4,300,890
Weighted average remaining recognition period in years			3.4
Unamortized compensation expense, net of estimated forfeitures		$	22,331

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

				Options Outstanding						Options Exercisable
Range Of Exercise Prices				Number Of Options Outstanding March 31,		Weighted Average Remaining Contractual		Weighted Average Exercise		Number Of Options Exercisable March 31,		Weighted Average Exercise
From		To		2014		Life		Price		2014		Price
$	1.34	$	1.34		483,925		4.9	$	1.34		483,925	$	1.34
$	2.02	$	8.72		21,000		6.4	$	6.12		16,000	$	5.31
$	10.90	$	11.69		19,375		3.9	$	11.45		19,375	$	11.45
$	11.78	$	35.05		13,000		2.2	$	24.13		13,000	$	24.13
$	1.34	$	35.05		537,300		4.8	$	2.44		532,300	$	2.38

11

Recognized Non-Cash Stock-Based Compensation Expense

The following summarizes recognized non-cash stock-based compensation expense, which consists primarily of RSUs:

	Three Months Ended
	March 31,
	2014		2013
	(amounts in thousands)
Station operating expenses	$	135	$	155
Corporate general and administrative expenses		1,073		987
Stock-based compensation expense included in operating expenses		1,208		1,142
Income tax benefit (1)		353		316
Net stock-based compensation expense	$	855	$	826

⁽¹⁾  Amount excludes impact from suspended income tax benefits and/or valuation allowances.

6. NET INCOME (LOSS) PER COMMON SHARE

For the periods indicated, the following table presents the computations of basic and diluted net income (loss) per share:

	Three Months Ended
	March 31, 2014						March 31, 2013
	(amounts in thousands, except share and per share data)
	Net Income (Loss)		Shares		Net Income (Loss) Per Share		Net Income (Loss)			Shares		Net Income (Loss) Per Share
Basic net income (loss) per common share:	$	1,363		37,660,123	$	0.04	$	(251	)		37,138,186	$	(0.01	)
Impact of dilutive equity awards				841,196							—
Diluted net income (loss) per common share:	$	1,363		38,501,319	$	0.04	$	(251	)		37,138,186	$	(0.01	)

12

Incremental Shares Disclosed As Anti-Dilutive

For the periods indicated, the following table provides the incremental shares excluded as they were anti-dilutive under the treasury stock method:

	Three Months Ended
	March 31,
Impact Of Equity Awards	2014		2013
	(amounts in thousands, except per share data)
Dilutive or anti-dilutive for all potentially dilutive equivalent shares		dilutive		anti-dilutive
Excluded shares as anti-dilutive when reporting a net loss		—		904
Excluded shares as anti-dilutive under the treasury stock method: Options		33		39
Price range of options: from	$	10.08	$	6.99
Price range of options: to	$	35.05	$	48.21
RSUs with service conditions		—		269
Excluded RSUs with service and market conditions as market conditions not met		290		200

7. INCOME TAXES

Tax Rate For The Three Months Ended March 31, 2014

The effective income tax rate was 34.3% for the three months ended March 31, 2014, which was less than expected primarily due to a discrete tax benefit from legislatively reduced income tax rates in certain states. This rate decrease was offset by an adjustment for expenses that are not deductible for tax purposes and an increase in net deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill.

Tax Rate For The Three Months Ended March 31, 2013

The effective income tax rate was 176.3% for the three months ended March 31, 2013, which was impacted by discrete items arising during the period, primarily related to a tax benefit shortfall associated with share-based awards. The impact of discrete items to the income tax rate is typically substantially greater in the first quarter of the year as income before taxes is the lowest as compared to subsequent quarters.

Net Deferred Tax Assets And Liabilities

As of March 31, 2014 and December 31, 2013, net deferred tax liabilities were $42.1 million and $41.4 million, respectively. 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.

8. 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 their placement within the fair value hierarchy levels.

13

	Value Measurements At Reporting Date
	March 31,		December 31,
Description	2014		2013
Liabilities
Deferred compensation - Level 1 (1)	$	10,595	$	10,459

⁽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. The deferred compensation plan liability is valued based on quoted market prices of the underlying investments.

Fair Value Of Financial Instruments Subject To Disclosures

The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (1) cash and cash equivalents; (2) accounts receivable; and (3) accounts payable, including accrued liabilities.

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

	March 31, 2014				December 31, 2013
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(amounts in thousands)
Credit Facility (1)	$	275,000	$	277,063	$	299,500	$	301,559
Senior Notes (2)	$	217,697	$	252,529	$	217,624	$	248,635
Letters of credit (3)	$	620			$	370

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

⁽¹⁾  The Company’s determination of the fair value of the Credit Facility was based on quoted prices for this instrument and is considered a Level 2 measurement.

⁽²⁾  The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market.

⁽³⁾  The Company does not believe it is practicable to estimate the fair value of the outstanding standby letters of credit and does not expect any material loss since the performance of the letters of credit are not likely to be required.

9. 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. As of March 31, 2014, the Company classified $2.2 million as assets held for sale, which primarily reflects land that formerly served as a transmitter site in one of the Company’s markets.

14

10. CONTINGENCIES, GUARANTOR ARRANGEMENTS AND COMMITMENTS

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 3, 2014.

11. SUBSEQUENT EVENTS

Events occurring after March 31, 2014, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

15

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 3, 2014. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our 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, 2014 as compared to the three months ended March 31, 2013. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

We evaluate net revenues, station operating expenses and operating income by comparing the performance of stations owned or operated by us throughout a relevant period to the performance of those same stations in the prior period whether or not owned or operated by us. Same station comparisons are used by us and those in the industry to assess the effect of acquisitions and dispositions on our operations throughout the periods measured. For those acquisitions and dispositions that management considers material, we include these stations in our same station computations. There were no acquisitions or dispositions considered material during the periods measured.

Results Of Operations For The Year-To-Date

The following significant factor affected our results of operations for the three months ended March 31, 2014 as compared to the three months ended March 31, 2013:

During December 2013, a modification of our senior secured credit facility (our “Credit Facility”) reduced our interest rates.

Three Months Ended March 31, 2014 As Compared To The Three Months Ended March 31, 2013

	THREE MONTHS ENDED
	MARCH 31,
	2014			2013			% Change
	(dollars in millions)
NET REVENUES	$	78.2		$	78.4			(0	%)
OPERATING EXPENSE:
Station operating expenses		58.0			58.0			0	%
Depreciation and amortization expense		2.0			2.4			(17	%)
Corporate general and administrative expenses		6.4			6.2			3	%
Other operating expenses		(0.1	)		—			nmf
Total operating expense		66.3			66.6			(0	%)
OPERATING INCOME (LOSS)		11.9			11.8			1	%
OTHER (INCOME) EXPENSE:
Net interest expense		9.9			11.5			(14	%)
Other income and expense		(0.1	)		—			nmf
TOTAL OTHER EXPENSE		9.8			11.5			(15	%)
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)		2.1			0.3			nmf
INCOME TAXES (BENEFIT)		0.7			0.6			17	%
NET INCOME (LOSS)	$	1.4		$	(0.3	)		nmf

16

Net Revenues

Net revenues were flat versus the prior year. We experienced some impact on advertising activity and revenues in several markets which encountered harsher than normal weather conditions during the winter period. Net revenues increased the most for our stations in the Denver and San Francisco markets, offset by revenue decreases for our stations located in the Boston and Buffalo markets. The decline in the Boston market was impacted by both the weather and the decision to drop the Celtics NBA basketball rights this season.

Due to the continued uncertainties surrounding the economy, it is difficult for management to provide any guidance on future revenue trends.

Station Operating Expenses

Station operating expenses were flat for the period, which also corresponded to flat net revenues as station operating expenses include variable sales costs, which are an important component of station operating expenses and directly correlate to changes in net revenues. In addition, any inflationary pressure on expenses during the period was offset by cost reduction initiatives and the termination of the Celtics radio sports contract that ended last year.

Depreciation And Amortization Expense

Depreciation and amortization expense decreased in 2014 primarily due to a trend of lower capital expenditure requirements over the past several years.

Corporate General And Administrative Expenses

Corporate general and administrative expenses increased $0.2 million inclusive of an increase in non-cash compensation expense of $0.1 million.

Operating Income

Operating income was up marginally primarily due to the decrease in depreciation and amortization expense, offset by an increase in corporate general and administrative expenses.

Interest Expense

The decrease in interest expense was primarily due to: (1) lower interest rates as a result of the December 2013 modification to our Credit Facility; and (2) lower outstanding debt upon which interest is computed.

Income Before Income Taxes

The increase was primarily attributable to: (1) a $1.6 million net decrease in interest expense; and (2) an increase in operating income of $0.2 million.

Income Taxes

The effective income tax rate was 34.3% for the three months ended March 31, 2014, which was less than expected primarily due to a discrete tax benefit from legislatively reduced income tax rates in certain states. This rate decrease was offset by an adjustment for expenses that are not deductible for tax purposes and an increase in net deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill. We estimate that our 2014 annual tax rate before discrete items, which may fluctuate from quarter to quarter, will be in the low 40% range.

The effective income tax rate was 176.3% for the three months ended March 31, 2013, which was higher than expected due to discrete items arising during the period, primarily related to a tax benefit shortfall associated with share-based awards. The impact of discrete items to the income tax rate is typically substantially greater in the first quarter of the year as income before taxes is the lowest as compared to subsequent quarters.

As of March 31, 2014 and December 31, 2013, our net deferred tax liabilities were $42.1 million and $41.4 million, respectively. The deferred tax liabilities primarily relate to differences between the book and tax bases of our broadcasting licenses and goodwill.

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Net Income (Loss)

The increase in net income (loss) was primarily attributable to the reasons described above under Income Before Income Taxes and Income Taxes.

Liquidity And Capital Resources

Liquidity

As of March 31, 2014, we had $275.0 million outstanding under our Credit Facility and $220 million in principal for our 10.5% senior unsecured notes (the “Senior Notes”). In addition, we had $0.6 million in outstanding letters of credit. As of March 31, 2014, we had $5.9 million in cash and cash equivalents.

The Credit Facility

On November 23, 2011, we entered into a new credit agreement with a syndicate of lenders for a $425 million Credit Facility, which was initially comprised of: (a) a $50 million revolving credit facility (the “Revolver”) that matures on November 23, 2016; and (b) a $375 million term loan (the “Term B Loan”) that matures on November 23, 2018. The Term B Loan presently amortizes in quarterly installments of $0.8 million and any remaining principal and interest is due at maturity (except for certain mandatory principal prepayments of excess cash flow and other events as described below).

The undrawn amount of the Revolver was $49.4 million as of March 31, 2014. The amount of the Revolver available to us is a function of covenant compliance at the time of borrowing. Based on our financial covenant analysis as of March 31, 2014, we would not be limited in these borrowings.

The Term B Loan requires mandatory prepayments equal to 50% of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. The Excess Cash Flow payment is due in the first quarter of each year. An estimate of this payment, net of any prepayments made through March 31, 2014, is included under the current portion of long-term debt. We expect to fund the payments using cash from operating activities.

As of March 31, 2014, we are in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. Our ability to maintain compliance with our covenants will be highly dependent on our results of operations. A default under our Credit Facility or the indenture governing our Senior Notes could cause a cross default in the other. Any event of default could have a material adverse effect on our business and financial condition.

Our operating cash flow remains positive, and we believe that it is adequate to fund our operating needs. As a result, we have not been required to rely upon, and we do not anticipate being required to rely upon, the Revolver to fund our operations. We believe that over the next 12 months we can continue to maintain our compliance with these covenants. We believe that cash on hand and cash from operating activities, together with available borrowings under the Revolver, will be sufficient to permit us to meet our liquidity requirements over the next 12 months, including our debt repayments.

Failure to comply with our financial covenants or other terms of our Credit Facility and any subsequent failure to negotiate and obtain any required relief from our lenders could result in the acceleration of the maturity of all outstanding debt. Under these circumstances, the acceleration of our debt could have a material adverse effect on our business. We may seek from time to time to amend our Credit Facility or obtain other funding or additional financing, which may result in higher interest rates.

Credit Facility’s Financial Covenants

As of March 31, 2014, our Consolidated Leverage Ratio was 4.6 times versus a covenant maximum of 6.25 times and our Consolidated Interest Coverage Ratio was 2.8 times versus a covenant minimum of 1.6 times. These covenants become more restrictive over time.

18

The following tables present the computations as defined under our Credit Facility:

Consolidated Leverage Ratio Computations:
(amounts in thousands, except ratios)
Numerator: Consolidated Funded Indebtedness
Senior debt outstanding	$	275,000
Senior Notes at maturity		220,000
Letters of credit outstanding		620
Total debt outstanding		495,620
Less cash outstanding, not to exceed $40 million		(5,930	)
Consolidated Funded Indebtedness	$	489,690
Denominator: Consolidated Operating Cash Flow
Net income	$	27,638
Income taxes		22,609
Depreciation and amortization		8,195
Impairment loss		850
Interest expense		42,668
Non-cash compensation expense		4,336
Deferred non-cash charges		2,446
Unusual gains not in the ordinary course of business		(2,096	)
Pro forma for tower disposition as of beginning of period		(202	)
Consolidated Operating Cash Flow	$	106,444
Consolidated Leverage Ratio		4.60
Consolidated Interest Coverage Ratio Computations:
(amounts in thousands, except ratios)
Numerator: Consolidated Operating Cash Flow	$	106,444
Denominator: Consolidated Interest Charges
Interest expense	$	42,668
Less: Interest income and certain deferred financing expense		(4,199	)
Less: Interest expense associated with the tower transaction		(202	)
Consolidated Interest Charges	$	38,267
Consolidated Interest Coverage Ratio		2.78

The Senior Notes

Simultaneously with entering into the Credit Facility on November 23, 2011, we issued the Senior Notes which mature on December 1, 2019 in the amount of $220 million. Interest on the Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.

In addition to the parent, Entercom Communications Corp., all of our existing subsidiaries (other than Entercom Radio, LLC, which is a finance subsidiary and is the issuer of the Senior Notes), jointly and severally guaranteed the Senior Notes. Under certain covenants, our subsidiary guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Senior Notes, and the subsidiary guarantors are limited in their ability to incur additional indebtedness under certain restrictive covenants.

A default under our Senior Notes could cause a default under our Credit Facility. Any event of default could have a material adverse effect on our business and financial condition.

19

Operating Activities

Net cash flows provided by operating activities were $21.0 million and $19.8 million for the three months ended March 31, 2014 and 2013, respectively. The cash flows from operating activities increased primarily as a result of the $1.6 million decrease in interest expense resulting from the modification to our Term Loan B during the fourth quarter of 2013.

Investing Activities

Net cash flows used in investing activities were $2.0 million and $0.9 million for the three months ended March 31, 2014 and 2013, respectively.

For the three months ended March 31, 2014 and 2013, the cash used in investing activities primarily reflects the additions to property and equipment of $1.6 million and $1.0 million, respectively.

Financing Activities

Net cash flows used in financing activities were $25.4 million and $21.3 million for the three months ended March 31, 2014 and 2013, respectively.

For the three months ended March 31, 2014 and 2013, the cash flows used in financing activities primarily reflect the reduction to our net borrowings of $24.5 million and $20.8 million, respectively.

Dividends

We do not currently pay, and have not paid for the past several years, any dividends on our common stock. Any future dividends will be at the discretion of the Board of Directors based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in our Credit Facility and the Indenture governing our Senior Notes.

Income Taxes

During the three months ended March 31, 2014, we paid a nominal amount in state income taxes. We anticipate that it will not be necessary to make any quarterly estimated federal or state income tax payments for the remainder of 2014 based upon available net operating loss carryovers, existing prepayments and expected quarterly income subject to tax.

Contractual Obligations

There have been no material changes from the contractual obligations listed in our Form 10-K for the year ended December 31, 2013, filed with the SEC on March 3, 2014.

Off-Balance Sheet Arrangements

As of March 31, 2014, we had no off-balance sheet arrangements, other than as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on March 3, 2014.

Future Impairments

We may find it necessary to take impairment charges in future periods based on conditions at that time. Any such impairment could be material.

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,” under the heading “Critical Accounting Policies” in our Annual Report on Form 10-K for the year ended December 31, 2013 and filed with the SEC on March 3, 2014.

20

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 debt (the Term B Loan and Revolver). If the borrowing rates under LIBOR were to increase 1% above the current rates as of March 31, 2014, our interest expense on: (1) our Term B Loan would increase $0.4 million on an annual basis as our Term Loan provides for a minimum LIBOR floor; and (2) our Revolver would increase by $0.5 million, assuming our entire Revolver was outstanding as of March 31, 2014. From time to time, we may seek to limit our exposure to interest rate volatility through the use of interest rate hedging instruments.

Assuming LIBOR remains flat, interest expense in 2014 should continue to be lower due to the impact of the debt modification to our Credit Facility during the fourth quarter of 2013 and the continuing reduction to our outstanding debt.

As of March 31, 2014, there were no interest rate transactions outstanding.

From time-to-time, we invest in cash equivalents that 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, 2014, 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.

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 Exchange Act) that are designed to ensure 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 has been no change 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.

21

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

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, 2013, filed with the Securities and Exchange Commission on March 3, 2014.

ITEM 1A. Risk Factors

There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 3, 2014.

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, 2014:

Period (1)	(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, 2014 - January 31, 2014		196	$	9.65		—	$	—
February 1, 2014 - February 28, 2014		54,358	$	9.55		—	$	—
March 1, 2014 - March 31, 2014		36,436	$	10.14		—	$	—
Total		90,990				—

⁽¹⁾  As a result of our withholding shares to satisfy employee tax obligations related to the vesting of restricted stock units during the three months ended March 31, 2014, we are deemed to have repurchased the following shares withheld to satisfy employees’ tax obligations: 196 shares at an average price of $9.65 per share in January 2014; 54,358 shares at an average price of $9.55 in February 2014; and 36,436 shares at an average price of $10.14 in March 2014. These shares are included in the table above.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

N/A

ITEM 5. Other Information

None.

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ITEM 6. Exhibits

Exhibit Number	Description
3.01	Amended and Restated Articles of Incorporation of the Entercom Communications Corp. as further amended on December 19, 2007 and May 15, 2009. (1)
3.02	Amended and Restated Bylaws of the Entercom Communications Corp. (2)
4.01	Credit Agreement, dated as of November 23, 2011, among Entercom Radio, LLC, as the Borrower, Entercom Communications Corp., as the Parent, Bank of America, N.A. as Administrative Agent and the lenders party thereto. (3) (Originally filed as Exhibit 4.1)
4.02	Indenture, dated as of November 23, 2011, by and among Entercom Radio, LLC, as the Issuer, the Note Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee. (3) (Originally filed as Exhibit 4.2)
4.03	Form of Note. (3) (Originally filed as Exhibit 4.3)
10.01	Amended and Restated Employment Agreement dated as of February 11, 2014 between Entercom Communications Corp. and Stephen F. Fisher (4)
31.01	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. (4)
31.02	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. (4)
32.01	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. (5)
32.02	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. (5)
101.INS	XBRL Instance Document (4)
101.SCH	XBRL Taxonomy Extension Schema Document (4)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (4)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (4)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (4)

(1) Incorporated by reference to Exhibit 3.01 of our Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of our Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009.

(2) Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K as filed on February 21, 2008.

(3) Incorporated by reference to an exhibit (as indicated above) to our Current Report on Form 8-K filed on November 25, 2011.

(4) Filed herewith.

(5) These exhibits are submitted herewith as “accompanying” this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” as part of such Quarterly Report on Form 10-Q.

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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.

	ENTERCOM COMMUNICATIONS CORP. (Registrant)
Date: May 9, 2014	/S/ David J. Field
	Name: David J. Field Title: President and Chief Executive Officer (principal executive officer)
Date: May 9, 2014	/S/ Stephen F. Fisher
	Name: Stephen F. Fisher Title: Executive Vice President and Chief Financial Officer (principal financial officer)

24

EXHIBIT INDEX

Exhibit Number	Description
3.01	Amended and Restated Articles of Incorporation of the Entercom Communications Corp. as further amended on December 19, 2007 and May 15, 2009. (1)
3.02	Amended and Restated Bylaws of the Entercom Communications Corp. (2)
4.01	Credit Agreement, dated as of November 23, 2011, among Entercom Radio, LLC, as the Borrower, Entercom Communications Corp., as the Parent, Bank of America, N.A. as Administrative Agent and the lenders party thereto. (3) (Originally filed as Exhibit 4.1)
4.02	Indenture, dated as of November 23, 2011, by and among Entercom Radio, LLC, as the Issuer, the Note Guarantors (as defined therein) and Wilmington Trust, National Association, as trustee. (3) (Originally filed as Exhibit 4.2)
4.03	Form of Note. (3) (Originally filed as Exhibit 4.3)
10.01	Amended and Restated Employment Agreement dated as of February 11, 2014 between Entercom Communications Corp. and Stephen F. Fisher (4)
31.01	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. (4)
31.02	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. (4)
32.01	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. (5)
32.02	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. (5)
101.INS	XBRL Instance Document (4)
101.SCH	XBRL Taxonomy Extension Schema Document (4)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document (4)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document (4)
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document (4)

(1) Incorporated by reference to Exhibit 3.01 of our Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381), Exhibit 3.1 of our Current Report on Form 8-K as filed on December 21, 2007 and Exhibit 3.02 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009.

(2) Incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K as filed on February 21, 2008.

(3) Incorporated by reference to an exhibit (as indicated above) to our Current Report on Form 8-K filed on November 25, 2011.

(4) Filed herewith.

(5) These exhibits are submitted herewith as “accompanying” this Quarterly Report on Form 10-Q and shall not be deemed to be “filed” as part of such Quarterly Report on Form 10-Q.

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EX-10.01

Exhibit 10.01

EXECUTION COPY

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Agreement is made as of the 11^th day of February 2014, by and between Entercom Communications Corp., a Pennsylvania corporation (hereinafter referred to as the “Company” or “we”), and Stephen F. Fisher (hereinafter referred to as “Employee” or “you”).

WHEREAS, Employee has been employed by Company pursuant to a certain employment agreement dated as of December 19, 2007 (the “2007 Agreement”);

WHEREAS, the parties previously entered into an amendment dated December 23, 2010 (the “2010 Agreement”) that replaced the 2007 Agreement;

WHEREAS, the 2010 Agreement was auto-renewed through February 28, 2015; and

WHEREAS, the parties have agreed to an amendment and extension of the terms of your employment and to replace the 2010 Agreement.

The parties hereto agree to the terms of your employment with the Company as follows:

1. Term. The initial term of this Agreement shall commence as of the date first written above and continue through February 29, 2016, subject to termination or extension as provided herein. This Agreement shall automatically renew from year to year thereafter, unless either party gives at least 120 days prior written notice of its election to either terminate or to renegotiate the terms of this Agreement at the end of the initial term or any then current renewal term.

2. Salary and Benefits. You will be paid a salary as follows:

a. For the period from the date of this Agreement through February 28, 2014 your salary will be as set forth in the 2010 Agreement.

b. For the period from March 1, 2014 to February 28, 2015 you will be paid a semi-monthly salary of $25,323.95.

c. Commencing March 1, 2015 and each March 1, thereafter, your salary shall be increased by three percent (3%).

Such salary and any other compensation to be paid to you hereunder will be subject to all payroll deductions or withholding authorized by you or required by federal, state or local laws or regulations.

In addition, you will be eligible to participate in the Company’s 401(k) Plan and you will be provided with coverage under the Company's employee benefit insurance plans and any other benefits generally available to officers of the Company on the same terms as generally offered to officers of the Company.

3. Annual Incentive Bonus. You will be eligible for an annual cash bonus with a target amount equal to eighty percent (80%) of your salary in the year for which the bonus is paid. The actual amount of such bonus will be determined in the sole discretion of the Compensation Committee of the Board of Directors based on a review of the Company’s performance and your performance during the fiscal year then ended. Notwithstanding the forgoing, you must work through the end of the fiscal year in question to be eligible for the bonus for that year. The amount of the bonus will be determined and paid as soon as reasonably practicable following the receipt of the Company’s financial statements for the fiscal year in question, but in no event later than two and one-half (2  ¹⁄₂) months following the end of the fiscal year for which such bonus is earned.

4. [Reserved]

5. Equity Compensation. As soon as reasonably practicable following the Date of this Agreement, the Board or the Compensation Committee shall grant Employee:

a. 66,667 Restricted Stock Units (RSU’s) under the Entercom Equity Compensation Plan (including any replacement thereof) (the “Plan”). Provided that the Employee remains continuously employed in active service by the Company from the date of grant through the applicable vesting date(s), one-half (1/2) of these RSU’s will vest (i.e. the restrictions will be removed) and the unrestricted shares will be issued to you on each of the following dates: February 28, 2015, and February 29, 2016.

b. Provided you do not resign or are terminated by the Company for Cause (as defined in the Plan) prior to February 28, 2015, then 66,666 RSU’s pursuant to the Plan, to be granted in early 2015 when the Company issues equity grants to senior management. Provided that the Employee remains continuously employed in active service by the Company from the date of grant through the applicable vesting date(s), one-half (1/2) of these RSU’s will vest (i.e. the restrictions will be removed) and the unrestricted shares will be issued to you on the each of the first two annual anniversaries of the grant pursuant to this sub-paragraph 5(b).

c. 50,000 RSU’s pursuant to the Plan. Provided that the Employee remains continuously employed in active service by the Company from the date of grant through the applicable vesting date, the grant of restricted stock units pursuant to this Section 5(b) shall vest as described below.

i. Upon the achievement of one or more of the applicable performance targets set forth below as of any date after the Date of this Agreement and on or prior to February 10, 2015, a percentage of the restricted stock units shall become vested equal to the highest corresponding percentage in the schedule set forth below as of February 10, 2015.

ii. Upon the achievement of one or more of the applicable performance targets set forth below as of any date after February 10, 2015 and by the end of two years from the date of this Agreement, a percentage of the restricted stock units shall (to the extent not already vested pursuant to Section 5(a)) become vested equal to the highest corresponding percentage in the schedule set forth below as of the date such performance target is attained from time to time during the eligible vesting period.

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iii. The shares underlying any portion of the restricted stock units to become so vested shall be delivered to you within ten (10) days of the applicable vesting date. Any portion of these restricted stock units that have not vested pursuant to this Section 5(b) by the end of two years from the date of this Agreement shall terminate unvested.

iv. The performance targets for these restricted stock units shall be, as of any date: (i) the share price that would result in a Compound Annual Growth Rate (“CAGR”) of the Total Shareholder Return over the first two years from the date of this Agreement (“Two Year CAGR”) equal to the 8%, 12% and 16% targets set forth in the table below, less (ii) the value of any dividends paid on each share of common stock during the period commencing on the Date of this Agreement and through such date.

Two Year CAGR Total Shareholder Return*	Percentage of Restricted Stock Units to Vest Upon Attainment of Performance Target
8%		33-1/3	%
12%		33-1/3	%
16%		33-1/3	%

* Targets calculated rounding to one decimal place.

For purposes of this Agreement, Total Shareholder Return shall mean: (A) (i) the average closing price over any consecutive 20 trading day period of a share of the Company’s common stock minus (ii) the closing price of the Company’s common stock on the business day prior to the Date of this Agreement (the “Base Price”), divided by (B) the Base Price (in each case, with such adjustments as are necessary, in the judgment of the Board and/or the Compensation Committee to equitably calculate Total Shareholder Return in light of any stock splits, reverse stock splits, stock dividends, dividends in kind, significant asset sales and other extraordinary transactions or other changes in the capital structure of the Company). All closing prices shall be the New York Stock Exchange closing price on the date in question. All determinations with respect to Total Shareholder Return and the CAGR shall be made by the Board or the Compensation Committee in their sole discretion, but acting in good faith and the applicable performance targets shall not be achieved and the shares shall not vest until the Compensation Committee certifies that such performance targets have been met (which the Compensation Committee agrees to act promptly and in good faith in so doing).

v. No grant of restricted stock units pursuant to this Section 5(b) shall vest if applicable performance targets are not met by the end of two years from the Date of this Agreement.

d. If your employment with the Company is terminated for Cause (as defined in the Plan), all unvested RSU’s will be forfeited. If your employment is terminated by the Company without Cause, (A) the Company will make the RSU grant contemplated by Section 5(b); and (B) all RSU’s not then vested will continue to vest as set forth in Section 8(b) hereof; except that, (i) if such termination is due to your death, all unvested RSU’s that you then hold shall fully vest or (ii) if such termination is due to your disability, the vesting of RSU’s shall be as provided in the Plan. The foregoing notwithstanding, if you violate any of the restrictive covenants contained in Section 9 hereof, any unvested RSU’s and undelivered shares of unrestricted stock will be forfeited. Such RSU’s will be in the form of previous grants except as modified by the terms of this Agreement. Any RSU’s granted hereunder shall be adjusted for any dilution event as described in the Plan.

3

e. Any other options, RSU’s and shares of restricted stock that you currently hold will continue to vest in accordance with their currently existing terms and the terms of the 2010 Agreement.

5. Car Allowance. You will receive a monthly car allowance of $1,500 per month for each month that this Agreement is in effect.

6. Duties. As Chief Financial Officer & Executive Vice President of the Company you will be responsible for the general management and supervision of the fiscal affairs of the Company and discharge such other duties as may from time to time be assigned by the Board of Directors, the CEO or the President of the Company. As part of such duties and responsibilities, you shall see that a full and accurate accounting of all financial transactions of the Company is made, oversee the investment and reinvestment of the capital funds of the Company, cooperate in the conduct of the annual audit of the Company’s financial records and manage the relationships with the Company’s lenders and investors. In addition, you will oversee various corporate staff functions as designated by the Company's CEO (currently Legal, Technical, IT and HR) and will be responsible for facilitating the effective coordination and integration of the various activities of the corporate staff and local markets to help facilitate meeting and exceeding the Company's business goals. You agree that you will devote your full time and best efforts to the Company's business and will not accept any outside employment without the prior written consent of the Company.

7. Termination. This Agreement may be terminated during the initial term or any renewal term as follows:

a. The Company may terminate this Agreement at any time for Cause and without further obligation hereunder.

b. The Company may terminate this Agreement at any time for its convenience and without Cause. In addition, the following terminations shall be deemed a termination by the Company without Cause in the event that the Company changes the location of the principal place for the performance of your duties hereunder to a location which is greater than fifty (50) miles from Bala Cynwyd, PA, then you may terminate this Agreement within 30 days of the effective date of such change in the principal place for the performance of your duties.

4

In the event of a termination of this Agreement by the company without Cause, subject to the conditions set forth below, the Company shall be obligated to: (x) pay to you on the sixtieth (60th) day after your termination, a one-time bonus (computed as set forth below) and (y) beginning with the first payroll period following the sixtieth (60th) day following your termination, continue to pay you the salary and auto allowance in accordance with the Company’s regular payroll practices for the period through February 29, 2016 or one (1) year from the date of such termination, whichever is longer, provided, however, that the initial payment shall include salary and auto allowance amounts for all payroll periods from the date of termination through the date of such initial payment; and (z) provide that all grants of options and RSU’s made through the effective date of such termination will continue to vest through the period ending on February 29, 2016, as if you had remained employed hereunder through that date. Any vested options at the time of such termination of your employment, or which later vest as provided in this Section 8(b), may be exercised at any time within the later of two (2) years from your date of termination or ninety (90) days from the date of vesting, but in no event later than the expiration of the original 10 year term of the option. Such continued payments and vesting of options and RSU’s are expressly conditioned on: (I) your signing a release in form satisfactory to the Company releasing the Company and all of its officers, directors, employees and agents from any and all claims or liabilities arising out of your employment and/or the termination of employment and such release becoming effective prior to the sixtieth (60^th) day following the date of your termination of employment, and (II) your full compliance with the restrictive covenants contained in Section 9 hereof. For purpose of the foregoing, the one-time bonus to be paid in accordance with the above shall be the sum of the target amount of your Annual Incentive Bonus set forth in Section 3 hereof, plus the Prorated Prior Year’s Bonus. For purposes of the preceding sentence the Prorated Prior Year’s Bonus shall be the amount of the annual bonus that you were paid in the year immediately preceding the year in which the termination occurs 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. Any payments made under this Section 8(b) incident to a termination of employment 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 and auto allowance earned through the date of termination and payment of earned but unused vacation in accordance with Company policy then in existence.

c. If this Agreement terminates as of February 29, 2016 or any February 28th (29th in the case of a leap year) thereafter, due to a notice pursuant to Section 1 hereof and Company makes you an offer to continue your employment for a period of at least one year with a salary, bonus and equity package (i.e., with respect to both value and vesting) which is equal to or greater than your then current salary, equity and Annual Incentive Bonus package (a “Qualified Offer”), it shall not be deemed a termination by the Company and there shall be no acceleration of the vesting of options or RSU’s or extension of the period for exercise of options after termination from that provided in the Plan and there shall be no payment of severance or continuation of salary or bonus payments thereafter. In the event of such a termination where the Company has not made a Qualified Offer, then the Company shall be obligated to pay to you on the sixtieth (60^th) day after your termination a one-time bonus equal to your then current Annual Incentive Bonus target as specified in Section 3 hereof and beginning with the first payroll period following the sixtieth (60th) day following your termination, continue to pay you the salary and auto allowance in accordance with the Company’s regular payroll practices for a period of one (1) year from the date of such termination; provided, however, that the initial payment shall include salary and auto allowance amounts for all payroll periods from the date of termination through the date of such initial payment. Any continued employment pursuant to a Qualified Offer or any alternative thereto agreed to by the parties shall be deemed an extension of the term and the provisions of this Agreement shall continue in full force and effect, except to the extent modified by the Qualified Offer or any alternative thereto agreed to by the parties.

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8. Restrictive Covenants. You agree to the following restrictive covenants:

a. Non-Competition. It is understood and agreed that so long as you are employed by the Company or being paid your salary after termination of employment as provided in this Agreement and for a period of one year thereafter you 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 a company or enterprise which competes in any material manner with the then present or planned business activities of the Company. The foregoing notwithstanding, if the Company either (i) elects to terminate your employment for reasons other than Cause or (ii) offers you a salary and bonus package which is lower than your then current package in connection with an election by the Company to renegotiate the terms of this Agreement and your employment terminates due to a failure to reach Agreement on a lower salary and bonus package, then in either such event the length of the foregoing covenant against competition shall be reduced to the period following the termination of your employment which is the sum of: (i) any period of notice provided for in this Agreement for which you are given payment in lieu thereof; (ii) the time of any salary continuation as provided in this Agreement plus the time equivalent, at your then current salary rate, of any additional payments made to you in connection with such termination; and (iii) three (3) months. For purpose of the foregoing “planned business activities” shall mean a business initiative materially discussed by the Board of Directors or which is currently under material consideration by the Board of Directors or which has been approved by the Board of Directors.

b. Non-Solicitation. In addition it is understood and agreed that for the one year period following any termination of your employment with the Company you will not, without the express prior written permission of the Company, employ under your direct supervision, offer to employ, counsel a third party to employ, or participate in any manner in the recommendation, recruitment or solicitation of the employment of any person who was an employee of the Company on the date of the termination of your employment or at any time within the 90 days prior thereto.

c. You agree that a material portion of the covenants of the Company contained in this Agreement and of the compensation, including any bonuses set forth herein, benefits and training that you will receive hereunder are consideration for the restrictions contained in this Section 9. In the event you violate the restrictive covenants set forth in this Section 9, it is agreed that the time period for which the restrictive covenant so violated is applicable shall be extended for a period of one (1) year from the date you cease such violation. You acknowledge that any violation of the provisions set forth in this Section 9 may cause irreparable harm to the Company. You, therefore, expressly agree that the Company, in addition to any other rights or remedies which it may possess, shall be entitled to injunctive and other equitable relief to prevent a breach of these restrictions.

9. Confidentiality and Intellectual Property Rights. Your position involves a close and confidential relationship in which you will be privy to proprietary information of the Company, including without limitation strategic planning, acquisition and investment analysis, research, consulting reports, computer programs and sales, technical, financial and programming practices and data, all of which you agree will be held in the strictest confidence at all times. All copyright, trademark and/or other intellectual property rights of any kind developed during the term of this Agreement and relating to or useful in the Company’s business, or to your duties hereunder (“Works”) shall be deemed a “work for hire” and shall be and remain the sole and exclusive property of the Company, and you shall, to the extent deemed necessary or desirable by the Company, cooperate and assist the Company in perfecting, filing and recording any such rights. To the extent that any Works are not deemed “work for hire”, Employee hereby assigns 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 10 shall survive the expiration or termination of this Agreement.

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10. No Restrictions. In making this Agreement you represent and warrant that you are free to enter into and perform this Agreement and are not and will not be under any disability, restriction or prohibition, contractual or otherwise, with respect to (a) your right to execute this Agreement; (b) your right to make the covenants contained herein; and (c) your right to fully perform each and every term and obligation hereunder. You further agree not to do or attempt to do, or suffer to be done, during or after the term hereof, any act in derogation of or inconsistent with the obligations under this Agreement.

11. Miscellaneous. This Agreement constitutes the entire agreement and understanding between you and the Company concerning the compensation to be paid to you and all of the terms and conditions of your employment and supersedes all prior agreements concerning same, whether written or oral, except as specifically set forth herein. Each party agrees to pay reasonable attorney’s fees and costs incurred by the other if the other party is successful in enforcing its rights under this Agreement in any court action, arbitration or other proceeding. This Agreement may not be modified or amended except by written instrument duly executed by each of the parties. A waiver by either party of any term or condition of this Agreement or the breach thereof shall not be deemed to constitute a waiver of any other term or condition of this Agreement or of any subsequent breach of any term or condition hereof.

12. Section 409A.

a. 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, your termination of employment must constitute a “separation from service” within the meaning of Treas. Reg. Section 1.409A-1(h) (a “Separation from Service”).

b. Notwithstanding anything herein to the contrary, if you are deemed at the time of your termination of employment with the Company to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), then to the extent delayed commencement of any portion of the termination benefits to which you are 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 your termination benefits shall not be provided to you prior to the earlier of (i) the expiration of the six-month period measured from the date of the your Separation from Service with the Company or (ii) the date of your death. Upon the earlier of such dates, all payments deferred pursuant to this Section shall be paid in a lump sum to you, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. The determination of whether you are a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code as of the time of your 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). Notwithstanding the foregoing or any other provisions of the Agreement, you 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.

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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties have affixed their hands and seals as of the date first written above.

/Stephen F. Fisher/
Stephen F. Fisher
Date:	February 11, 2014
Entercom Communications Corp.
/David J. Field/
David J. Field
President and Chief Executive Officer
Date:	February 11, 2014

8

EX-31.01

EXHIBIT 31.01

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 Entercom Communications Corp.;

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)) 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 9, 2014

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

EX-31.02

EXHIBIT 31.02

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

I, Stephen F. Fisher, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Entercom Communications Corp.;

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)) 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 9, 2014

By:	/s/ Stephen F. Fisher
Name:	Stephen F. Fisher
Title:	Executive Vice President – Chief Financial Officer
	(principal financial officer)

EX-32.01

EXHIBIT 32.01

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 Entercom Communications Corp. (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, 2014 (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 9, 2014

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

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

EX-32.02

EXHIBIT 32.02

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 Entercom Communications Corp. (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, 2014 (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 9, 2014

By:	/s/ Stephen F. Fisher
Name:	Stephen F. Fisher
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 Entercom Communications Corp. and will be retained by Entercom Communications Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

SHARE-BASED COMPENSATION - Options Activity (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Options activity [Roll Forward]
Options beginning	557,550
Options granted	0
Options exercised	(15,750)
Options forfeited	0
Options expired	(4,500)
Options ending	537,300
Weighted average exercise price - beginning	$ 2.58
Weighted average exercise price - options granted	$ 0
Weighted average exercise price - options exercised	$ 1.66
Weighted average exercise price - options forfeited	$ 0
Weighted average exercise price - options expired	$ 22.17
Weighted average exercise price - ending	$ 2.44
Weighted Average Remaining Contractual Term (Years) Options	4 years 9 months 18 days
Intrinsic Value Options	$ 4,307,640
Options vested and expected to vest	536,846
Options vested and exercisable	532,300
Weighted average exercise price options vested and expected to vest	$ 2.44
Weighted average exercise price options vested and exerciable	$ 2.38
Weighted average remaining contractual period (Years) options vested and expected to vest	4 years 9 months 18 days
Weighted average remaining contractual period (years) options vested and exercisable	4 years 9 months 18 days
Intrinsic value options vested and expected to vest	4,307,026
Intrinsic value options vested and exercisable	4,300,890
Weighted average remaining recognition period in years	3 years 4 months 24 days
Unamortized compensation expense, net of estimated forfeitures	$ 22,331

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CONTINGENCIES - Condensed OCI (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
NET INCOME (LOSS)	$ 1,363	$ (251)	$ 26,024

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring basis (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Inputs, Level 1 [Member]
Assets
Cash equivalents
Liabilities
Deferred Compensation	10,595	10,459
Fair Value, Inputs, Level 2 [Member]
Assets
Cash equivalents

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CONTINGENCIES - Condensed Shareholder's Equity (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014 Common Class A [Member]	Dec. 31, 2013 Common Class A [Member]	Mar. 31, 2014 Common Class B [Member]	Dec. 31, 2013 Common Class B [Member]	Mar. 31, 2014 Additional Paid In Capital [Member]	Dec. 31, 2013 Additional Paid In Capital [Member]	Mar. 31, 2014 Retained Earnings [Member]	Dec. 31, 2013 Retained Earnings [Member]	Mar. 31, 2014 Accumulated Other Comprehensive Income (Loss) [Member]	Dec. 31, 2013 Accumulated Other Comprehensive Income (Loss) [Member]	Dec. 31, 2012 Accumulated Other Comprehensive Income (Loss) [Member]
Condensed Financial Statements, Captions [Line Items]
Opening Balance VALUE	$ 298,393	$ 269,494	$ 269,494	$ 313	$ 312	$ 72	$ 72	$ 604,721	$ 601,847	$ (306,713)	$ (332,737)	$ 0	$ 0	$ 0
Opening Balance SHARES				31,308,194	31,226,047	7,197,532	7,197,532
Net income (loss)	1,363	(251)	26,024		0		0		0	1,363	26,024
Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures	3		41		0		0	3	41		0
Stock Issued During Period Shares Restricted Stock Award Net Of Forfeitures				663,163	96,560		0
Stock Issued During Period Value Restricted Stock Award Net Of Forfeitures	1,205		4,229	7	1		0	1,198	4,228		0
Purchase of vested employee restricted stock units	(890)	(610)	(1,640)	(1)	(2)		0	(889)	(1,638)		0
Purchase of vested employee restricted stock units SHARES				(90,990)	(186,038)		0
Forfeitures of dividend equivalents VALUE			0		0		0		0		0
Exercise of stock options SHARES	15,750			15,750	171,625		0
Exercise of stock options VALUE	26		245	0	2		0	26	243
Ending Balance SHARES				31,896,117	31,308,194	7,197,532	7,197,532
Ending Balance VALUE	$ 300,100		$ 298,393	$ 319	$ 313	$ 72	$ 72	$ 605,059	$ 604,721	$ (305,350)	$ (306,713)	$ 0	$ 0	$ 0

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INCOME TAXES - Income Tax Payments Refunds Net Operating Loss Carryforwards (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Prior Period Correction
Deferred Income Tax Expense Benefit	$ 713	$ 580

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LONG-TERM DEBT LIABILITIES - Debt Extinguishment and Net Interest Expense (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Net Interest Expense
Interest expense	$ 8,743	$ 10,366
Amortization of deferred financing costs	1,087	1,043
Amortization of original issue discount of senior notes	73	66
Interest income and other investment income	0	(1)
Total net interest expense	$ 9,903	$ 11,474

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SUMMARIZED QUARTERLY FINANCIAL DATA - Unaudited (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Income Statement Abstract
Income Tax Expense (Benefit)	$ 713	$ 580
Net income (loss)	1,363	(251)	26,024
Quarterly Financial Information Disclosure Abstract
Sales Revenue, Net	78,235	78,360
Operating Income Loss	11,924	11,772
Net Income (Loss) Attributable to Parent	$ 1,363	$ (251)	$ 26,024
Weighted average basic common shares outstanding	37,660,123	37,138,186
Weighted Average Number Of Diluted Shares Outstanding	38,501,319	37,138,186

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SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Summary of the categories of property and equipment
Property, Plant and Equipment, net of accumulated depreciation	$ 43,882	$ 44,439

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ASSETS HELD FOR SALE (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014
Assets Held-for-sale, at Carrying Value [Abstract]
Assets Held-for-sale, at Carrying Value	$ 2.2

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NET INCOME PER COMMON SHARE (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	33,000	39,000
Price range of option: from	$ 10.08	$ 6.99
Price range of option: to	$ 35.05	$ 48.21
Excluded shares as anti-dilutive when reporting loss	0	904,000
Earnings Per Share, Basic and Diluted [Abstract]
Net Income (Loss) Attributable to Parent	$ 1,363	$ (251)	$ 26,024
Weighted Average Number Of Shares Outstanding Basic	37,660,123	37,138,186
Earnings Per Share Basic	$ 0.04	$ (0.01)
Incremental Common Shares Attributable to Share-based Payment Arrangements	841,196	0
Weighted Average Number Of Diluted Shares Outstanding	38,501,319	37,138,186
Earnings Per Share Diluted	$ 0.04	$ (0.01)
Restricted Stock Units Activity [Member] | Restricted Stock Units Service Conditions [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	0	269
Restricted Stock Units Activity [Member] | Restricted Stock Units Service And Market Conditions But Market Not Met [Member]
Impact Of Equity Awards [Line Items]
Excluded shares as anti-dilutive under the treasury stock method	290	200

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SHARE-BASED COMPENSATION - RSUs with Market Conditions (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended	12 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items]
RSUs issued	666,363
Reconciliation Of RSUs With Market Conditions [Abstract]
RSUs beginning	1,030,486
Number of RSUs granted	666,363
Number of RSUs forfeited	(3,200)
Number of RSUs vested	(270,848)
RSUs ending	1,422,801	1,030,486
Net RSUs increase (decrease) to APIC	$ 1,205	$ 4,229
Restricted Stock Units With Market Conditions [Member]
Share-based Compensation Restricted Stock Units With Market Conditions [Line Items]
RSUs issued	290,000	0
Reconciliation Of RSUs With Market Conditions [Abstract]
RSUs beginning	0
Number of RSUs granted	290,000	0
Number of RSUs forfeited	0	(200,000)
Number of RSUs vested	0	0
RSUs ending	290,000	0
Fair value of each RSU issued with market conditions	$ 6.90	$ 0

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CONTINGENCIES - Condensed Balance Sheets (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Assets Abstract
Current Assets	$ 76,340	$ 91,266
Property And Equipment - Net	43,882	44,439
Deferred Charges And Other Assets - Net	16,004	17,501
Assets	895,817	912,688
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities Current	42,786	29,652
Liabilities Noncurrent	552,931	584,643
Liabilities, Total	595,717	614,295
Stockholders Equity Abstract
Common Stock Value	391	385
Additional Paid In Capital Common Stock	605,059	604,721
Retained Earnings Accumulated Deficit	(305,350)	(306,713)
Accumulated Other Comprehensive Income Loss Net Of Tax	0	0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	300,100	298,393	269,494
Liabilities And Stockholders Equity	$ 895,817	$ 912,688

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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Statement Of Income And Comprehensive Income Abstract
Accumulated other comprehensive income (loss) beginning balance	$ 0	$ 0
Accumulated other comprehensive income (loss) ending balance	$ 0	$ 0

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INTANGIBLE ASSETS AND GOODWILL (Block)

3 Months Ended

Mar. 31, 2014

Goodwil And Intangible Assets Disclosure [Abstract]

Goodwill And Intangible Assets Disclosure Text Block

2.       INTANGIBLE ASSETS AND GOODWILL

Goodwill and certain intangible assets are not amortized. 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 goodwill and certain intangibles (such as broadcasting licenses), then a charge is recorded to the results of operations.

There was no change in the carrying value of broadcasting licenses or goodwill since the year ended December 31, 2013.

Broadcasting Licenses Impairment Test

The Company performs its annual broadcasting license impairment test during the second quarter of each year by evaluating its broadcasting licenses for impairment at the market level using the direct method.

There were no events or circumstances since the Company's prior year's second quarter annual broadcasting licenses test that required the Company to re-test the carrying value of its broadcasting licenses.

Goodwill Impairment Test

       The Company performs its annual goodwill impairment test during the second quarter of each year by evaluating its goodwill for each reporting unit.

There were no events or circumstances since the Company's prior year's second quarter annual goodwill test that required the Company to re-test the carrying value of its goodwill.

Interim Testing

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 intangibles below the amount reflected in the balance sheet, then the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods.

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INCOME TAXES - Expected And Reported Income Taxes (Benefit) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Tax Expense (Benefit), Continuing Operations, Income Tax Reconciliation [Abstract]
Income taxes (benefit)	$ 713	$ 580
Effective income tax rate	34.30%	176.30%
Impairment loss	$ 0	$ 0

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OTHER CURRENT AND LONG-TERM LIABILITIES (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 5,039	$ 5,418
Accounts receivable credits	1,963	1,547
Derivative valuation - short-term	0	0
Advertiser obligations	1,197	1,123
Accrued interest payable	8,583	2,910
Other	1,666	1,725
Accrued compensation and other current liabilities	$ 18,448	$ 12,723

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DEFERRED CHARGES AND OTHER ASSETS (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Deferred Costs Capitalized Prepaid And Other Assets Disclosure Abstract
Total Net	$ 16,004		$ 17,501
Amortization Expense
Deferred financing expense	$ 1,087	$ 1,043

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CONTINGENCIES - Condensed Cash Flow (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
OPERATING ACTIVITIES:
Net Cash Provided By Used In Operating Activities	$ 21,041	$ 19,769
INVESTING ACTIVITIES:
Additions to property and equipment	(1,633)	(963)
Deferred charges and other assets	(415)	0
Net cash provided by (used in) investing activities	(1,978)	(932)
FINANCING ACTIVITIES:
Payments of long-term debt	(27,000)	(27,786)
Retirement of senior subordinated notes	0	0
Purchase of the Company's common stock	0	0
Proceeds from issuance of employee stock plan	0	0
Proceeds from the exercise of stock options	26	130
Payment of dividend equivalents on vested restricted stock units	0	0
Realization of tax benefits for payment of dividend equivalents	0	0
Net Cash Provided By Used In Financing Activities	(25,364)	(21,266)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(6,301)	(2,429)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	12,231	8,923
CASH AND CASH EQUIVALENTS, END OF PERIOD	$ 5,930	$ 6,494

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INCOME TAXES - Expense (Benefit) (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Deferred:
Total deferred	$ 713	$ 580
Income taxes (benefit)	$ 713	$ 580

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LONG-TERM DEBT LIABILITIES (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Senior unsecured notes	$ 220,000,000
Current amount of long-term debt	(10,724,000)	(3,000,000)
Total long-term debt	$ 481,973,000	$ 514,124,000
Stated interest rate percentage, senior unsecured debt	0.105%

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LONG-TERM DEBT LIABILITIES - Senior Debt (Details) (USD $)	3 Months Ended
	Mar. 31, 2014 number	Mar. 31, 2013
Debt Instrument [Line Items]
Credit Facility	$ 425,000,000
Consolidated Leverage Ratio	4.6
Consolidated Interest Coverage Ratio	2.8
Amortization of deferred financing costs	1,160,000	1,109,000
Gains (Losses) on Extinguishment of Debt	0	0
Minimum
Debt Instrument [Line Items]
Consolidated Interest Coverage Ratio	1.6
Maximum
Debt Instrument [Line Items]
Consolidated Leverage Ratio	6.25
Mandatory Prepayment Percentage	50.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Credit Facility	50,000,000
Undrawn amount of the Revolver	49,400,000
Line of Credit Facility, Amount Outstanding	0
Term Loan B
Debt Instrument [Line Items]
Credit Facility	375,000,000
Line of Credit Facility, Amount Outstanding	$ 275,000,000

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BASIS OF PRESENTATION AND ORGANIZATION (Block)

3 Months Ended

Mar. 31, 2014

Organization Consolidation And Presentation Of Financial Statements Abstract

Business Description And Basis Of Presentation Text Block

1.       BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

       The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. 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 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 financial statements and related notes included in the Company's audited financial statements as of and for the year ended December 31, 2013 and filed with the SEC on March 3, 2014, as part of the Company's Annual Report on Form 10-K. 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 financial statements contained in its Form 10-Kfor the year ended December 31, 2013 that was filed with the SEC on March 3, 2014, except as described below.

Recent Accounting Pronouncements

       The Company does not believe thatany recently issued pronouncements, including those listed below, would have a material effect on the Company's results of operations, cash flows or financial condition.

Netting Of Unrecognized Tax Benefits Against Tax Assets

In June 2013, the accounting guidance was modified to require the netting of unrecognized tax benefits against a deferred tax asset for a loss or other carryforward that would apply in the settlement of uncertain tax positions. This guidance was effective for the Company beginning January 1, 2014 and can be applied on a prospective basis. The adoption of this guidance did not have any effect on the presentation of the Company's consolidated financial statements as the Company's current presentation conforms to this new guidance.

Obligations Resulting From Joint And Several Liability Arrangements

In February 2013, the accounting guidance was amended for obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The amendments provide guidance on the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements, including debt arrangements, other contractual obligations, and settled litigation and judicial rulings, for which the total amount of the obligation is fixed at the reporting date. The amendment was effective for the Company beginning January 1, 2014 and should be applied retrospectively. The adoption of this guidance did not have a material effect on the Company's results of operations, cash flows or financial condition.

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LONG-TERM DEBT LIABILITIES - Senior Unsecured Debt (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014
Debt Instrument [Line Items]
Senior Notes	$ 220
Net Proceeds	212.7
Debt Instrument Original Issue Discount	2.9
Stated interest rate percentage, senior unsecured debt	0.105%
Senior Unsecured Debt
Debt Instrument [Line Items]
Deferred Finance Costs	$ 6.1

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SHARE-BASED COMPENSATION - Valuation Method (Details) (Restricted Stock Units Activity [Member])	3 Months Ended
	Mar. 31, 2014
Restricted Stock Units Activity [Member]
Valuation Methodology [Abstract]
Expected volatility factor (%) - Minimum	38.88%
Expected volatility factor (%) - Maximum	50.85%
Risk-free interest rate (%) - Minimum	0.10%
Risk-free interest rate (%) - Maximum	0.40%
Expected dividend yield (%)	0.00%

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CONTINGENCIES - Condensed Income Statement (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Condensed Financial Statements, Captions [Line Items]
NET REVENUES	$ 78,235	$ 78,360
Operating Expenses Abstract
Depreciation Depletion And Amortization	1,974	2,324
General and Administrative Expense	6,416	6,227
Acquisition Costs	0	0
Net (gain) loss on sale or disposal of assets	(40)	22
Operating Expenses	66,311	66,588
Operating Income Loss	11,924	11,772
Other income	(55)	(31)
TOTAL OTHER (INCOME) EXPENSE	9,848	11,443
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	2,076	329
Income Tax Expense (Benefit)	713	580
Net Income (Loss) Attributable to Parent	$ 1,363	$ (251)	$ 26,024

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CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Assets Abstract
Cash	$ 5,930	$ 12,231
Accounts receivable, net of allowance for doubtful accounts	60,767	71,818
Prepaid expenses, deposits and other	6,772	4,326
Prepaid and refundable federal and state income taxes	21	41
Deferred tax assets	2,850	2,850
Total current assets	76,340	91,266
Net property and equipment	43,882	44,439
Radio broadcasting licenses	718,542	718,542
Goodwill	38,850	38,850
Assets held for sale	2,199	2,090
Deferred charges and other assets, net of accumulated amortization	16,004	17,501
TOTAL ASSETS	895,817	912,688
Liabilities Abstract
Accounts payable	302	200
Accrued expenses	13,312	13,729
Accrued compensation and other current liabilities	18,448	12,723
Financing method lease obligations, current portion	0	0
Long-term debt, current portion	10,724	3,000
Total current liabilities	42,786	29,652
Long-term debt, net of current portion	481,973	514,124
Deferred tax liabilities	44,964	44,272
Other long-term liabilities	25,994	26,247
Total long-term liabilities	552,931	584,643
Total liabilities	595,717	614,295
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY:
Preferred stock	0	0
Common stock	391	385
Additional paid-in capital	605,059	604,721
Accumulated deficit	(305,350)	(306,713)
Accumulated other comprehensive income (loss)	0	0
Total shareholders' equity	300,100	298,393
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 895,817	$ 912,688

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INCOME TAXES - Deferred Tax Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Deferred tax liabilities:
Total net deferred tax liabilities	$ 42.1	$ 41.4

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (unaudited) (USD $) In Thousands, except Share data	Total	Common Class A [Member]	Common Class B [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Opening Balance VALUE at Dec. 31, 2012	$ 269,494	$ 312	$ 72	$ 601,847	$ (332,737)	$ 0
Opening Balance SHARES at Dec. 31, 2012		31,226,047	7,197,532
Conversion of Class B common stock to Class A common stock SHARES		0	0
Compensation expense related to granting of stock options SHARES		0	0
Compensation expense related to granting of restricted stock units SHARES		96,560	0
Exercise of stock options SHARES		171,625	0
Purchase of vested employee restricted stock units SHARES		(186,038)	0
Net income (loss)	26,024	0	0	0	26,024
Conversion of Class B common stock to Class A common stock VALUE	0	0	0	0	0
Compensation expense related to granting of stock options VALUE	41	0	0	41	0
Compensation expense related to granting of restricted stock units VALUE	4,229	1	0	4,228	0
Purchase of vested employee restricted stock units	(1,640)	(2)	0	(1,638)	0
Forfeitures of dividend equivalents VALUE	0	0	0	0	0
Exercise of stock options VALUE	245	2	0	243
Ending Balance VALUE at Dec. 31, 2013	298,393	313	72	604,721	(306,713)	0
Ending Balance SHARES at Dec. 31, 2013		31,308,194	7,197,532
Conversion of Class B common stock to Class A common stock SHARES		0	0
Compensation expense related to granting of stock options SHARES	0
Compensation expense related to granting of restricted stock units SHARES		663,163
Exercise of stock options SHARES	15,750	15,750
Purchase of vested employee restricted stock units SHARES		(90,990)
Net income (loss)	1,363				1,363
Conversion of Class B common stock to Class A common stock VALUE	0	0	0
Compensation expense related to granting of stock options VALUE	3			3
Compensation expense related to granting of restricted stock units VALUE	1,205	7		1,198
Purchase of vested employee restricted stock units	(890)	(1)		(889)
Exercise of stock options VALUE	26	0		26
Ending Balance VALUE at Mar. 31, 2014	$ 300,100	$ 319	$ 72	$ 605,059	$ (305,350)	$ 0
Ending Balance SHARES at Mar. 31, 2014		31,896,117	7,197,532

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SHARE-BASED COMPENSATION - Equity Compensation Plan and RSU Acitivity (Details)	3 Months Ended
	Mar. 31, 2014
Restricted Stock Unit Activity [Abstract]
RSUs issued	666,363
RSUs forfeited	(3,200)
RSUs vested and released	270,848

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NET INCOME PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2014

Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract]

Schedule of Earnings Per Share Reconciliation [Table Text Block]

	Three Months Ended
	March 31, 2014					March 31, 2013
	(amounts in thousands, except share and per share data)
				Net Income					Net Income
	Net Income			(Loss)		Net Income			(Loss)
	(Loss)		Shares	Per Share		(Loss)		Shares	Per Share
Basic net income (loss) per common share:	$	1,363	37,660,123	$	0.04	$	(251)	37,138,186	$	(0.01)
Impact of dilutive equity awards			841,196					-
Diluted net income (loss) per common share:	$	1,363	38,501,319	$	0.04	$	(251)	37,138,186	$	(0.01)

Equity Award Impact Schedule

		Three Months Ended
		March 31,
Impact Of Equity Awards		2014		2013
		(amounts in thousands,
		except per share data)
Dilutive or anti-dilutive for all potentially dilutive equivalent shares		dilutive		anti-dilutive
Excluded shares as anti-dilutive when reporting a net loss		-		904
Excluded shares as anti-dilutive under the treasury stock method:
	Options		33		39
	Price range of options: from	$	10.08	$	6.99
	Price range of options: to	$	35.05	$	48.21
	RSUs with service conditions		-		269
Excluded RSUs with service and market conditions as market conditions not met			290		200

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SHARE-BASED COMPENSATION - RSU Activity - Summary of Change (Details) (USD $)	3 Months Ended
	Mar. 31, 2014
Number of Restricted Stock Units [Roll Forward]
RSUs beginning	1,030,486
RSUs awarded	666,363
RSUs released	(270,848)
RSUs forfeited	(3,200)
RSUs ending	1,422,801
Weighted Average Purchase Price RSUs	$ 0
Weighted Average Remaining Contractual Term (Years) RSUs	1 year 8 months 12 days
Aggregate Intrinsic Value RSUs	$ 14,327,606
Number of RSUs vested and expected to vest	1,311,232
Weighted Average Purchase Price of RSUs vested and expected to vest	$ 0
Weighted Average Remaining Contractual Term (Years) of RUSs vested and expected to vest	1 year 8 months 12 days
Aggregate Intrinsic Value RSUs vested and expected to vest	12,328,059
Number of RSUs exercisable	86,996
Weighted Average Purchase Price of RUSs exercisable	$ 0
Weighted Average Remaining Contractual Term (Years) of RUSs exercisable	0 years
Aggregate Intrinsic Value RSUs exercisable	876,050
Weighted average remaining recognition period in years	2 years 4 months 24 days
Unamortized compensation expense, net of estimated forfeitures	$ 8,748,507

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BASIS OF PRESENTATION AND ORGANIZATION (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Dec. 31, 2012
Income Statement Abstract
Income Tax Expense (Benefit)	$ 713	$ 580
Net income (loss)	1,363	(251)	26,024
Statement Of Financial Position Abstract
Deferred tax assets	2,850		2,850
Total current assets	76,340		91,266
Total assets	895,817		912,688
Deferred tax liabilities	44,964		44,272
Total long-term liabilities	552,931		584,643
Total liabilities	595,717		614,295
Accumulated deficit	(305,350)		(306,713)
Total shareholders' equity	300,100		298,393	269,494
Total liabilities and shareholders' equity	895,817		912,688
Statement Of Cash Flows Abstract
Net income (loss)	1,363	(251)	26,024
Deferred Income Tax Expense (Benefit)	$ 713	$ 580

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CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
OPERATING ACTIVITIES:
Net income (loss)	$ 1,363	$ (251)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	1,974	2,324
Amortization of deferred financing costs	1,160	1,109
Net deferred taxes (benefit) and other	713	580
Provision for bad debts	299	333
Net (gain) loss on sale or disposal of assets	(37)	22
Non-cash stock-based compensation expense	1,208	1,142
Net (gain) loss on investments	0	0
Net (gain) loss on derivatives	0	0
Deferred rent	238	86
Unearned revenue - long-term	(21)	(28)
Net (gain) loss on extinguishment of debt	0	0
Deferred compensation	400	561
Tax benefit for vesting of restricted stock unit awards	0	0
Impairment loss	0	0
Net accretion expense for asset retirement obligations	6	6
Other income	(55)	(31)
Changes in assets and liabilities:
Accounts receivable	10,751	10,726
Prepaid expenses and deposits	(2,434)	(2,555)
Prepaid and refundable income taxes	0	0
Accounts payable and accrued liabilities	264	(44)
Accrued interest expense	5,673	5,662
Accrued liabilities - long-term	(661)	(73)
Prepaid expenses - long-term	200	200
Net cash provided by (used in) operating activities	21,041	19,769
INVESTING ACTIVITIES:
Additions to property and equipment	(1,633)	(963)
Proceeds from sale of property, equipment, intangibles and other assets	15	0
Purchases of radio station assets	0	0
Deferred charges and other assets	(415)	0
Purchases of investments	0	0
Proceeds from investments and capital projects	55	31
Proceeds from termination of radio station contract	0	0
Proceeds from insurance recovery	0	0
Net cash provided by (used in) investing activities	(1,978)	(932)
FINANCING ACTIVITIES:
Deferred financing expenses related to bank facility amendment	0	0
Proceeds from issuance of long-term debt	2,500	7,000
Proceeds from the financing method of lease obligations	0	0
Payments of long-term debt	(27,000)	(27,786)
Net proceeds from the senior unsecured notes	0	0
Retirement of senior subordinated notes	0	0
Purchase of the Company's common stock	0	0
Proceeds from issuance of employee stock plan	0	0
Proceeds from the exercise of stock options	26	130
Purchase of vested employee restricted stock units	(890)	(610)
Realization of tax benefits for payment of dividend equivalents	0	0
Payment of dividend equivalents on vested restricted stock units	0	0
Payment of dividends	0	0
Net cash provided by (used in) financing activities	(25,364)	(21,266)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(6,301)	(2,429)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	12,231	8,923
CASH AND CASH EQUIVALENTS, END OF PERIOD	5,930	6,494
Cash paid during the period for:
Interest	3,070	4,632
Income taxes	1	1
Dividends	$ 0	$ 0

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CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Class of Stock [Line Items]
Common Stock, Value	$ 391	$ 385

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CONTINGENCIES, GUARANTOR ARRANGEMENTS AND COMMITMENTS (Block)

3 Months Ended

Mar. 31, 2014

Commitments And Contingencies Disclosure Abstract

Commitments And Contingencies Disclosure Text Block

10.       CONTINGENCIES,GUARANTOR ARRANGEMENTS AND COMMITMENTS

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 3, 2014.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 09, 2014 Common Class A [Member]	May 09, 2014 Common Class B [Member]
Document Information [Line Items]
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Amendment Flag	false
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Registrant Name	Entercom Communications Corp.
Entity Central Index Key	0001067837
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Well Known Seasoned Issuer	No
Entity Common Stock Shares Outstanding		31,885,018	7,197,532

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SUBSEQUENT EVENTS (Block)

3 Months Ended

Mar. 31, 2014

Subsequent Events Abstract

Schedule Of Subsequent Events Text Block

11.        SUBSEQUENT EVENTS

Events occurring after March 31, 2014,and through the date that these 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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CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement Abstract
NET REVENUES	$ 78,235	$ 78,360
OPERATING EXPENSE:
Station operating expenses, including non-cash compensation expense	57,961	58,015
Depreciation and amortization expense	1,974	2,324
Corporate general and administrative expenses, including non-cash compensation expense	6,416	6,227
Impairment loss	0	0
Merger and acquisition costs	0	0
Net time brokerage agreement (income) fees	0	0
Net (gain) loss on sale or disposal of assets	(40)	22
Total operating expense	66,311	66,588
OPERATING INCOME (LOSS)	11,924	11,772
OTHER (INCOME) EXPENSE:
Net interest expense	9,903	11,474
Net (gain) loss on extinguishment of debt	0	0
Net (gain) loss on derivative instruments	0	0
Net (gain) loss on investments	0	0
Other income	(55)	(31)
TOTAL OTHER EXPENSE	9,848	11,443
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	2,076	329
INCOME TAXES (BENEFIT)	713	580
NET INCOME (LOSS)	$ 1,363	$ (251)
NET INCOME (LOSS) PER SHARE - BASIC	$ 0.04	$ (0.01)
NET INCOME (LOSS) PER SHARE - DILUTED	$ 0.04	$ (0.01)
WEIGHTED AVERAGE SHARES:
Basic	37,660,123	37,138,186
Diluted	38,501,319	37,138,186

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SHARE-BASED COMPENSATION (Block)

3 Months Ended

Mar. 31, 2014

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Disclosure Of Compensation Related Costs Share Based Payments Text Block

5.       SHARE-BASED COMPENSATION

       Under the Entercom 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

RSU Activity

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

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	March 31,
	Period Ended		Units	Price		Term (Years)	2014
RSUs outstanding as of:	December 31, 2013		1,030,486
RSUs awarded			666,363
RSUs released			(270,848)
RSUs forfeited			(3,200)
RSUs outstanding as of:	March 31, 2014		1,422,801	$	-	1.7	$	14,327,606
RSUs vested and expected
to vest as of:	March 31, 2014		1,311,232	$	-	1.7	$	12,328,059
RSUs exercisable (vested and
deferred) as of:	March 31, 2014		86,996	$	-	0.0	$	876,050
Weighted average remaining
recognition period in years			2.4
Unamortized compensation
expense, net of estimated
forfeitures		$	8,748,507

RSUs With Service And Market Conditions

During the first quarter of 2014, the Company issued RSUs with service and market conditions. These shares vest if: (1) the Company's stock achieves certain shareholder performance targets over a defined measurement period; and (2) the employee fulfills a minimum service period. The compensation expense is recognized even if the market conditions are not satisfied and are only reversed in the event the service period is not met. These RSUs, which are included in the RSU activity table, are amortized over the longest of the explicit, implicit or derived service periods, which is oneto two years, as all of the conditions need to be satisfied.

The following table presents the changes inoutstanding RSUs with market conditions:

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2014		2013
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		-		200
	Number of RSUs granted		290		-
	Number of RSUs forfeited		-		(200)
	Number of RSUs vested		-		-
	End of period balance		290		-
	Fair value of each RSU issued with market conditions	$	6.90	$	-

Valuation Of RSUsWith Service And Market Conditions

The fair value of RSUs with service conditions is estimated based on the market value stock price on the date of the grant.To determine the fair value of RSUs with service and market conditions, the Company used the Monte Carlo simulation lattice model. The Company's determination of the fair value was based on the number of shares granted, the Company's stock price on the date of grant and certain assumptions regarding a number of highly complex and subjective variables. If other reasonable assumptions were used, the results could differ.

The specific assumptions used for this valuation are as follows:

	Three Months Ended
	March 31,
	2014
Expected Volatility Structure (1)	39% to 51%
Risk Free Interest Rate (2)	0.1% to 0.4%
Expected Dividend Yield (3)	0.0%

• Expected Volatility Term Structure - The Company estimated the volatility term structure using: (1) the historical volatility of its stock; and (2) the implied volatility provided by its traded options from a trailing month's average of the closing bid-ask price quotes.
• Risk-Free Interest Rate - The Company estimated the risk-free interest rate based upon the implied yield available on U.S. Treasury issues using Treasury bond rate as of the date of grant.
• Expected Dividend Yield - The Company calculated the expected dividend yield at the time of grant based upon the Company's most recent historyand the Company's stock price on the date of grant.

Options

Option Activity

The following table provides summary information related to the exercise of stock options:

	Three Months Ended March 31,
Option Exercise Data	2014		2013
	(amounts in thousands)
Intrinsic value of options exercised	$	135	$	537
Tax benefit from options exercised (1)	$	51	$	204
Cash received from exercise price of options exercised	$	26	$	130

• Amount excludes impact from suspended income tax benefits and/or valuation allowances.

The following table presents the option activity during the current periodunder the Plan:

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	March 31,
	Period Ended	Options		Price		Term (Years)	2014
Options outstanding as of:	December 31, 2013		557,550	$	2.58
Options granted			-		-
Options exercised			(15,750)		1.66
Options forfeited			-		-
Options expired			(4,500)		22.17
Options outstanding as of:	March 31, 2014		537,300	$	2.44	4.8	$	4,307,640
Options vested and expected to vest as of:	March 31, 2014		536,846	$	2.44	4.8	$	4,307,026
Options vested and exercisable as of:	March 31, 2014		532,300	$	2.38	4.8	$	4,300,890
Weighted average remaining
recognition period in years			3.4
Unamortized compensation expense,
net of estimated forfeitures		$	22,331

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

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2014	Life	Price		2014	Price
$	1.34	$	1.34	483,925	4.9	$	1.34	483,925	$	1.34
$	2.02	$	8.72	21,000	6.4	$	6.12	16,000	$	5.31
$	10.90	$	11.69	19,375	3.9	$	11.45	19,375	$	11.45
$	11.78	$	35.05	13,000	2.2	$	24.13	13,000	$	24.13
$	1.34	$	35.05	537,300	4.8	$	2.44	532,300	$	2.38

Recognized Non-Cash Stock-Based Compensation Expense

       The following summarizes recognized non-cash stock-based compensation expense, which consists primarily of RSUs:

	Three Months Ended
	March 31,
	2014		2013
		(amounts in thousands)
Station operating expenses	$	135	$	155
Corporate general and administrative expenses		1,073		987
Stock-based compensation expense included in operating expenses		1,208		1,142
Income tax benefit (1)		353		316
Net stock-based compensation expense	$	855	$	826

(1) Amount excludes impact from suspended income tax benefits and/or valuation allowances.

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LONG-TERM DEBT (Block)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure Text Block

4.       LONG-TERM DEBT

(A) Senior Debt

The Credit Facility

As of March 31, 2014, the amount outstanding under the term loan component (the “Term B Loan”) of the Company's senior secured credit facility (the “Credit Facility”)was $275.0 million. There was no amountoutstanding under the revolving credit facility component (the “Revolver”) of the Credit Facility. The maximum available amount of the Revolver, which includes the impact of outstanding letters of credit,was $49.4 million as of March 31, 2014. The amount of the Revolver actually available to the Company is a function of covenant compliance at the time of borrowing.

On November 23, 2011, the Company entered into a credit agreement with a syndicate of lenders for a $425 million Credit Facilitythat wasinitially comprised of: (a) a $50 million Revolver that matures on November 23, 2016; and (b) a $375 million Term B Loanthat matures on November 23, 2018.

       The Term B Loan requires mandatory prepayments equalto 50% of Excess Cash Flow, as defined within the agreement, subject to incremental step-downs, depending on the Consolidated Leverage Ratio. The Excess Cash Flow payment is due in the first quarter of each year. An estimate of this payment, net of any prepayments made through March 31, 2014, is included under the current portion of long-term debt. The Company expects to fund the payment using cash from operating activities.

       As of March 31, 2014, the Company is in compliance with all financial covenants and all other terms of the Credit Facility in all material respects. The Company's ability to maintain compliance with its covenants is highly dependent on its results of operations. Management believes that over the next 12 months the Company can continue to maintain compliance. The Company's operating cash flow is positive, and management believes that it is adequate to fund the Company's operating needs. The Company has not been required to rely upon, and the Company does not anticipate being required to rely upon, the Revolver to fund its operations. Management believes that cash on hand and cash from operating activities, together with available borrowings under the Revolver, will be sufficient to permit the Company to meet its liquidity requirements over the next 12months, including its debt repayments.

Failure to comply with the Company's financial covenants 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. In addition, a default under either the Company's Credit Facility or the indenture governing the Company's 10.5% senior unsecured notes (the “Senior Notes”) could cause a cross default in the other and result in the acceleration of the maturity of all outstanding debt. The acceleration of the Company's debt 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 on its debt.

As of March 31, 2014, the Company's Consolidated Leverage Ratio was 4.6 times versus a covenant limit of 6.25 times and the Consolidated Interest Coverage Ratio was 2.8 times versus a covenant minimum of 1.6 times. These covenants become more restrictive over time.

(B) Senior Unsecured Debt

The Senior Notes

Simultaneously with entering into the Credit Facility on November 23, 2011,the Companyissued $220 million of 10.5% unsecured Senior Notes,which mature on December 1, 2019.The Company received net proceeds of $212.7 million, which included a discount of $2.9 million, and incurred deferred financing costs of $6.1 million. These amountsare amortized over the term under the effective interest rate method. Interest on the Senior Notes is payable semi-annually in arrears on June 1 and December 1 of each year.

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended
	March 31,
	2014		2013
	(amounts in thousands)
Interest expense	$	8,743	$	10,366
Amortization of deferred financing costs		1,087		1,043
Amortization of original issue discount of senior notes		73		66
Interest income and other investment income		0		(1)
Total net interest expense	$	9,903	$	11,474

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures Abstract

Schedule of recurring fair value measurements

	Value Measurements At Reporting Date
	March 31,		December 31,
Description	2014		2013
Liabilities
Deferred compensation - Level 1 (1)	$	10,595	$	10,459

Schedule Of Carrying Value Of Financial Instruments

	March 31,				December 31,
	2014				2013
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(amounts in thousands)
Credit Facility (1)	$	275,000	$	277,063	$	299,500	$	301,559
Senior Notes (2)	$	217,697	$	252,529	$	217,624	$	248,635
Letters of credit (3)	$	620			$	370

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OTHER CURRENT AND LONG-TERM LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2014

Other Liabilities Disclosure Abstract

Schedule of Accounts Payable and Accrued Liabilities

	Other Current Liabilities
	March 31,		December 31,
	2014		2013
	(amounts in thousands)
Accrued compensation	$	5,039	$	5,418
Accounts receivable credits		1,963		1,547
Advertiser obligations		1,197		1,123
Accrued interest payable		8,583		2,910
Other		1,666		1,725
Total other current liabilities	$	18,448	$	12,723

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Block)

3 Months Ended

Mar. 31, 2014

Fair Value Disclosures Abstract

Fair Value Disclosures Text Block

8.       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 their placement within the fair value hierarchy levels.

	Value Measurements At Reporting Date
	March 31,		December 31,
Description	2014		2013
Liabilities
Deferred compensation - Level 1 (1)	$	10,595	$	10,459

(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. The deferred compensation plan liability is valued based on quoted market prices of the underlying investments.

Fair Value Of Financial Instruments Subject To Disclosures

       The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (1) cash and cash equivalents; (2) accounts receivable; and (3) accounts payable, including accrued liabilities.

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

	March 31,				December 31,
	2014				2013
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
	(amounts in thousands)
Credit Facility (1)	$	275,000	$	277,063	$	299,500	$	301,559
Senior Notes (2)	$	217,697	$	252,529	$	217,624	$	248,635
Letters of credit (3)	$	620			$	370

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

(1)The Company's determination of the fair value of the Credit Facility was based on quoted prices for this instrument and is considered a Level 2 measurement.

(2)The Company utilizes a Level 2 valuation input based upon the market trading prices of the Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market.

(3)       The Company does not believe it is practicable to estimate the fair value of the outstanding standby letters of credit and does not expect any material loss since the performance of the letters of credit are not likely to be required.

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NET INCOME (LOSS) PER COMMON SHARE (Block)

3 Months Ended

Mar. 31, 2014

Earnings Per Share Abstract

Earnings Per Share Text Block

6.       NET INCOME (LOSS) PER COMMON SHARE

       For the periods indicated, the following table presents the computations of basic and diluted net income (loss) per share:

	Three Months Ended
	March 31, 2014					March 31, 2013
	(amounts in thousands, except share and per share data)
				Net Income					Net Income
	Net Income			(Loss)		Net Income			(Loss)
	(Loss)		Shares	Per Share		(Loss)		Shares	Per Share
Basic net income (loss) per common share:	$	1,363	37,660,123	$	0.04	$	(251)	37,138,186	$	(0.01)
Impact of dilutive equity awards			841,196					-
Diluted net income (loss) per common share:	$	1,363	38,501,319	$	0.04	$	(251)	37,138,186	$	(0.01)

Incremental Shares Disclosed As Anti-Dilutive

       For the periods indicated, the following table provides the incremental shares excluded as they were anti-dilutive under the treasury stock method:

		Three Months Ended
		March 31,
Impact Of Equity Awards		2014		2013
		(amounts in thousands,
		except per share data)
Dilutive or anti-dilutive for all potentially dilutive equivalent shares		dilutive		anti-dilutive
Excluded shares as anti-dilutive when reporting a net loss		-		904
Excluded shares as anti-dilutive under the treasury stock method:
	Options		33		39
	Price range of options: from	$	10.08	$	6.99
	Price range of options: to	$	35.05	$	48.21
	RSUs with service conditions		-		269
Excluded RSUs with service and market conditions as market conditions not met			290		200

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INCOME TAXES (Block)

3 Months Ended

Mar. 31, 2014

Income Tax Disclosure Abstract

Income Tax Disclosure Text Block

7.       INCOME TAXES

Tax Rate For The Three Months Ended March 31, 2014

The effective income tax rate was 34.3% for the three months ended March 31, 2014, which was less than expectedprimarily due to a discrete tax benefit from legislatively reduced income tax rates in certain states.This rate decrease was offset by an adjustment for expenses that are not deductible for tax purposes and an increase in net deferred tax liabilities associated with non-amortizable assets such as broadcasting licenses and goodwill.

Tax Rate For The Three Months Ended March 31, 2013

The effective income tax rate was 176.3% for the three months ended March 31, 2013, which wasimpacted by discrete items arising during the period, primarily related to a tax benefit shortfall associated with share-based awards. The impact of discrete items to the income tax rate is typically substantially greater in the first quarter of the year as income before taxes is the lowest as compared to subsequent quarters.

Net Deferred Tax Assets And Liabilities

       As of March 31, 2014 and December 31, 2013, net deferred tax liabilities were $42.1 million and $41.4 million, respectively. 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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ASSETS HELD FOR SALE (Block)

3 Months Ended

Mar. 31, 2014

Discontinued Operations And Disposal Groups Abstract

Disposal Groups Including Discontinued Operations Disclosure Text Block

9.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. As of March 31, 2014, the Company classified $2.2 million as assets held for sale, which primarily reflects land that formerly served as a transmitter site in one of the Company's markets.

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SHAREHOLDER'S EQUITY (Details) (USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Conversion Of Class B Common Stock [Abstract]
Credit Facility	$ 425,000,000
Dividends And Shares Activitiy [Line Items]
Dividend payments	0	0
Amount recorded as financing activity	$ (890,000)	$ (610,000)	$ (1,640,000)

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ACQUISITIONS, DIVESTITURES AND PRO FORMA SUMMARY (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Acquisition [Line Items]
Payments to Acquire Businesses, Gross	$ 0	$ 0

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2014

Disclosure Of Compensation Related Costs Sharebased Payments Abstract

Schedule Of Restricted Stock Units Market Based

		Three Months		Year
		Ended		Ended
		March 31,		December 31,
		2014		2013
		(amounts in thousands, except per share data)
Reconciliation Of RSUs With Market Conditions
	Beginning of period balance		-		200
	Number of RSUs granted		290		-
	Number of RSUs forfeited		-		(200)
	Number of RSUs vested		-		-
	End of period balance		290		-
	Fair value of each RSU issued with market conditions	$	6.90	$	-

Schedule Of Other Options Dislcosure

	Three Months Ended March 31,
Option Exercise Data	2014		2013
	(amounts in thousands)
Intrinsic value of options exercised	$	135	$	537
Tax benefit from options exercised (1)	$	51	$	204
Cash received from exercise price of options exercised	$	26	$	130

Schedule Of significant ranges of outstanding and exercisable options

				Options Outstanding				Options Exercisable
				Number Of	Weighted			Number Of
				Options	Average	Weighted		Options	Weighted
Range Of				Outstanding	Remaining	Average		Exercisable	Average
Exercise Prices				March 31,	Contractual	Exercise		March 31,	Exercise
From		To		2014	Life	Price		2014	Price
$	1.34	$	1.34	483,925	4.9	$	1.34	483,925	$	1.34
$	2.02	$	8.72	21,000	6.4	$	6.12	16,000	$	5.31
$	10.90	$	11.69	19,375	3.9	$	11.45	19,375	$	11.45
$	11.78	$	35.05	13,000	2.2	$	24.13	13,000	$	24.13
$	1.34	$	35.05	537,300	4.8	$	2.44	532,300	$	2.38

Schedule of recognized stock-based compensation expense

	Three Months Ended
	March 31,
	2014		2013
		(amounts in thousands)
Station operating expenses	$	135	$	155
Corporate general and administrative expenses		1,073		987
Stock-based compensation expense included in operating expenses		1,208		1,142
Income tax benefit (1)		353		316
Net stock-based compensation expense	$	855	$	826

Resticted Stock Unit Valuation Assumptions

	Three Months Ended
	March 31,
	2014
Expected Volatility Structure (1)	39% to 51%
Risk Free Interest Rate (2)	0.1% to 0.4%
Expected Dividend Yield (3)	0.0%

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Restricted Stock Units, Vested and Expected to Vest

			Number			Weighted	Aggregate
			Of	Weighted		Average	Intrinsic
			Restricted	Average		Remaining	Value As Of
			Stock	Purchase		Contractual	March 31,
	Period Ended		Units	Price		Term (Years)	2014
RSUs outstanding as of:	December 31, 2013		1,030,486
RSUs awarded			666,363
RSUs released			(270,848)
RSUs forfeited			(3,200)
RSUs outstanding as of:	March 31, 2014		1,422,801	$	-	1.7	$	14,327,606
RSUs vested and expected
to vest as of:	March 31, 2014		1,311,232	$	-	1.7	$	12,328,059
RSUs exercisable (vested and
deferred) as of:	March 31, 2014		86,996	$	-	0.0	$	876,050
Weighted average remaining
recognition period in years			2.4
Unamortized compensation
expense, net of estimated
forfeitures		$	8,748,507

Schedule Of Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Outstanding

						Weighted	Intrinsic
				Weighted		Average	Value
				Average		Remaining	As Of
		Number Of		Exercise		Contractual	March 31,
	Period Ended	Options		Price		Term (Years)	2014
Options outstanding as of:	December 31, 2013		557,550	$	2.58
Options granted			-		-
Options exercised			(15,750)		1.66
Options forfeited			-		-
Options expired			(4,500)		22.17
Options outstanding as of:	March 31, 2014		537,300	$	2.44	4.8	$	4,307,640
Options vested and expected to vest as of:	March 31, 2014		536,846	$	2.44	4.8	$	4,307,026
Options vested and exercisable as of:	March 31, 2014		532,300	$	2.38	4.8	$	4,300,890
Weighted average remaining
recognition period in years			3.4
Unamortized compensation expense,
net of estimated forfeitures		$	22,331

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ACCOUNTS RECEIVABLE AND RELATED ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Accounts Receivable, Net [Abstract]
Accounts receivable, net of allowance for doubtful accounts	$ 60,767	$ 71,818

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Carrying Value (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Credit Facility
Fair Value Of Instruments [Line Items]
Carrying value of debt	$ 275,000	$ 299,500
Fair value of debt	277,063	301,559
Senior Notes
Fair Value Of Instruments [Line Items]
Carrying value of debt	217,697	217,624
Fair value of debt	252,529	248,635
Finance Method Lease Obligations
Fair Value Of Instruments [Line Items]
Carrying value of debt	0	0
Letter of credit
Fair Value Of Instruments [Line Items]
Carrying value of debt	$ 620	$ 370

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SHARE-BASED COMPENSATION - Other Award Information (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	537,300		557,550
Weighted average remaining contractual life options outstanding	4 years 9 months 18 days
Weighted average exercise price options outstanding	$ 2.44		$ 2.58
Number of options exercisable	532,300
Weighted average exercise price options exercisable	$ 2.38
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	$ 855	$ 826
Station operating expenses [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	135	155
Corporate general and administrative expenses [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	1,073	987
Stock-based compensation expense included in operating expenses [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	1,208	1,142
Income tax benefit (net of a fully reserved valuation allowance for prior year) [Member]
Recognized Non-Cash Compensation Expense [Line Items]
Total Non cash compensation expense recognized	$ 353	$ 316
Exercise prices from 1.34 to 1.34
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	483,925
Weighted average remaining contractual life options outstanding	4 years 10 months 24 days
Weighted average exercise price options outstanding	$ 1.34
Number of options exercisable	483,925
Weighted average exercise price options exercisable	$ 1.34
Exercise prices from 2.02 to 8.72
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	21,000
Weighted average remaining contractual life options outstanding	6 years 4 months 24 days
Weighted average exercise price options outstanding	$ 6.12
Number of options exercisable	16,000
Weighted average exercise price options exercisable	$ 5.31
Exercise prices from 10.90 to 11.69
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	19,375
Weighted average remaining contractual life options outstanding	3 years 10 months 24 days
Weighted average exercise price options outstanding	$ 11.45
Number of options exercisable	19,375
Weighted average exercise price options exercisable	$ 11.45
Exercise prices from 11.78 to 35.05
Significant ranges of outstanding and exercisable options [Line Items]
Number of options outstanding	13,000
Weighted average remaining contractual life options outstanding	2 years 2 months 12 days
Weighted average exercise price options outstanding	$ 24.13
Number of options exercisable	13,000
Weighted average exercise price options exercisable	$ 24.13

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended		12 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Statement Of Income And Comprehensive Income Abstract
NET INCOME (LOSS)	$ 1,363	$ (251)	$ 26,024

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OTHER CURRENT AND LONG-TERM LIABILITIES (Block)

3 Months Ended

Mar. 31, 2014

Other Liabilities Disclosure Abstract

Other Liabilities Disclosure Text Block

3.        OTHER CURRENT LIABILITIES

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

	Other Current Liabilities
	March 31,		December 31,
	2014		2013
	(amounts in thousands)
Accrued compensation	$	5,039	$	5,418
Accounts receivable credits		1,963		1,547
Advertiser obligations		1,197		1,123
Accrued interest payable		8,583		2,910
Other		1,666		1,725
Total other current liabilities	$	18,448	$	12,723

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INTANGIBLE ASSETS AND GOODWILL (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2014	Dec. 31, 2013
Changes in goodwill [Roll Forward]
Beginning balance after cumulative loss on impairment	$ 38,850	$ 38,850
Ending balance	$ 38,850	$ 38,850

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SHARE-BASED COMPENSATION - Other Options Disclosures (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Other Options Disclosures [Line Items]
Intrinsic value of options exercised	$ 135	$ 537
Tax benefit from options exercised, before impact of valuation allowance	51	204
Cash received from exercise price of options exercised	$ 26	$ 130

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LONG-TERM DEBT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2014

Debt Disclosure [Abstract]

Schedule Of Net Interest Expense

	Net Interest Expense
	Three Months Ended
	March 31,
	2014		2013
	(amounts in thousands)
Interest expense	$	8,743	$	10,366
Amortization of deferred financing costs		1,087		1,043
Amortization of original issue discount of senior notes		73		66
Interest income and other investment income		0		(1)
Total net interest expense	$	9,903	$	11,474