UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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(I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. | Results of Operations and Financial Conditions |
On May 10, 2023, Audacy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing first quarter 2023 results. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01. | Exhibits |
(d) Exhibits
Exhibit |
Title | |
99.1* | Audacy, Inc.’s Press Release, issued May 10, 2023 | |
104 | Cover Page Interactive Data File (embedded within the XBRL file) |
* | Exhibit is “furnished” with this report and shall not be deemed to be “filed” herewith. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Audacy, Inc. | ||
By: | /s/ Andrew P. Sutor, IV | |
Andrew P. Sutor, IV | ||
Executive Vice President |
Dated: May 10, 2023
2
Exhibit 99.1
For Immediate Release May 10, 2023 |
Investor Contacts:
Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-2500 AUD@jcir.com |
Audacy Contact:
Ashok Sinha SVP and Head of Communications |
AUDACY REPORTS FIRST QUARTER RESULTS
Philadelphia, PA Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended March 31, 2023.
First Quarter Summary
| Net revenues for the quarter were $259.6 million, down 5.7% compared to $275.3 million in the first quarter of 2022 |
| Digital revenues were $56.9 million, down 2% compared to the first quarter of 2022 |
| Total operating expenses for the quarter were $271.8 million, which includes a gain on sale of $12.4 million and a non-cash impairment loss of $5.1 million, compared to $266.8 million in the first quarter of 2022, which included a gain on sale of $2.5 million and a non-cash impairment loss of $1.5 million |
| Cash operating expenses were up 3% compared to the first quarter of 2022 |
| Operating loss for the quarter was $12.2 million, compared to operating income of $8.5 million in the first quarter of 2022 |
| Adjusted EBITDA for the quarter was $3.5 million, compared to $26.0 million in the first quarter of 2022 |
| As of March 31, 2023, the Companys liquidity was $123.7 million |
David J. Field, Chairman, President, and Chief Executive Officer, stated: First quarter revenues were down 5.7% with local sales significantly outperforming national as challenging ad market conditions persisted. Cash operating expenses were up 3% during the quarter, but are expected to be below prior-year levels for the remainder of 2023.
Notwithstanding the difficult economic headwinds, we remain steadfastly focused on delivering significantly higher future levels of Adjusted EBITDA, capitalizing on our multiple growth drivers and our differentiated premium competitive position in the dynamic audio market. We are making progress on each of our drivers, including our podcasting and digital marketing solutions businesses, our reinvented streaming audio platform, our emerging ad tech and ad products, and our enhanced national enterprise business development efforts. In addition, we are encouraged to see some positive signs in our auto business as we continue our vigorous work to weather the storm and await future improvements in market conditions.
Recent Company Developments
| Bolstering our podcast portfolio. We continue to announce podcast deals with some of the biggest names in entertainment, news, and sports. We struck a 30-episode podcast partnership deal with Emmy and Golden Globe Award-winning writer, actress, producer, and director Amy Poehlers Paper Kite Productions for a scripted comedy franchise. We have also teamed up with the WNBA to launch Queens of the Court with Jordan and Swoopes, a new Audacy Original podcast hosted by journalist Jordan Ligons Robinson and three-time WNBA MVP and four-time league champion Sheryl Swoopes. Demonstrating that we are go-to companion podcast creators for media companies like HBO, Netflix, Amazon, and others, weve re-teamed with longtime partner HBO, creating the Last Of Us companion podcast, which was #1 on the Apple charts, along with the Succession companion podcast, which topped the TV & Film charts as well. |
| Delivering powerful insights. We continue leveraging our research and insights to provide impactful thought leadership on the audio industry. We recently partnered with leading global media investment and intelligence company MAGNA on a study exploring listening rituals and how audio advertisers can improve engagement and purchase intent through daily routines. We also released our fourth State of Audio Guide, which explores audios impact throughout the brand funnel and gives advertisers a look into how they can use radio, podcasts, and streaming for everything from brand awareness to consumer purchase. |
Earnings Conference Call and Company Information
Audacy will hold a conference call and simultaneous webcast regarding the quarterly earnings release on Wednesday, May 10, 2023, at 10:00 AM Eastern Time.
To participate in the conference call, please dial (877) 407-9208 or (201) 493-6784 five minutes prior to the start of the call and provide the following conference name: Audacy, Inc. First Quarter 2023 Earnings Call. Participants may also listen to a live webcast of the call by visiting https://viavid.webcasts.com/starthere.jsp?ei=1604276&tp_key=54bcc366c1. Questions will only be taken from participants on the conference call.
A playback of the conference call will be available for one week by dialing (844) 512-2921 or (412) 317-6671 and inputting the following ID: 13736988. A webcast replay of the conference will be available shortly after the call at the above link. Additional information is available at www.audacyinc.com.
About Audacy
Audacy, Inc. (NYSE: AUD) is a leading multi-platform audio content and entertainment company with the countrys best collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. Audacy engages 200 million consumers each month, bringing people together around content that matters to them. Learn more at www.audacyinc.com, Facebook (Audacy Corp), Twitter (@AudacyCorp) and LinkedIn (@Audacy-Inc).
Certain Definitions
All references to per share data, unless stated otherwise, are presented as per diluted share. All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units. All references to net debt are outstanding debt net of cash on hand.
Core Spot Revenues consist of local spot plus national spot advertising revenues less political spot advertising revenues.
Station Expenses consist of station operating expenses excluding non-cash compensation expense.
Corporate Expenses consist of corporate general and administrative expenses excluding non-cash compensation expense.
Adjusted EBITDA consists of net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); income from discontinued operations, net of income taxes or benefit; total other income or expense; net interest expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); refinancing expenses; impairment loss, merger and acquisition costs, restructuring and integration costs, preferred stock dividends; COVID-19 related expenses/(recoveries); non-recurring expenses/recoveries otherwise included in corporate or station expenses; change in fair value of contingent consideration; (gain) loss on early extinguishment of debt; and (gain) loss on sale or disposal.
Adjusted Free Cash Flow consists of net income (loss): (i) plus depreciation and amortization; (gain) loss on sale or disposal; non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses); impairment loss; merger and acquisition costs; restructuring and integration costs, (gain) loss on early extinguishment of debt; COVID-19 related expenses/(recoveries); other expense/(income); non-recurring expenses/recoveries otherwise included in corporate or station expenses; change in fair value of contingent consideration; income from discontinued operations (excluding income taxes or tax benefit); amortization of deferred financing costs and debt premium included in interest expense; refinancing expenses; income taxes (benefit); Adjusted Income Taxes Paid; and Net Capital Expenditures.
Net Capital Expenditures consists of capital expenditures, including amortizable intangibles, adjusted to subtract reimbursed tenant improvement allowances.
Adjusted Income Taxes Paid consist of income tax paid, adjusted to exclude taxes paid related to the gain/loss on sale or exchange of radio station assets; and taxes paid related to the gain/loss on the sale of redundant property.
Non-GAAP Financial Measures
It is important to note that Adjusted EBITDA, Adjusted Free Cash Flow, Net Capital Expenditures and Adjusted Income Taxes Paid are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (GAAP). Management believes that these measures are useful as a way to evaluate the Company and the means for Management to evaluate our performance and operations. Management believes that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry.
Certain adjusted non-GAAP financial measures are presented in this release. The adjustments include, among other items as defined above, gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss, merger and acquisition costs, other expenses related to refinancing, and gain/loss on early extinguishment of debt and non-recurring expenses recognized for restructuring charges or similar costs, including transition and integration costs. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Companys core operating and financial
results. Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Companys ongoing operating performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.
Management uses these non-GAAP financial measures on an ongoing basis to help track and assess the Companys financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles. These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies. The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.
Note Regarding Forward-Looking Statements
This news announcement contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and involve certain risks and uncertainties, including the Companys ability to regain compliance with the NYSEs minimum price condition within the applicable cure periods. Additional information and key risks applicable to these statements are described in the Companys reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the Securities and Exchange Commission. All of the forward-looking statements in this press release are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.
AUDACY, INC.
FINANCIAL DATA
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended March 31, |
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2023 | 2022 | |||||||
STATEMENTS OF OPERATIONS |
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Net Revenues |
$ | 259,635 | $ | 275,295 | ||||
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Station Expenses |
233,215 | 225,875 | ||||||
Station ExpensesNon-Cash Compensation |
712 | 1,170 | ||||||
Corporate Expenses |
24,120 | 24,091 | ||||||
Corporate ExpensesNon-Cash Compensation |
1,178 | 1,820 | ||||||
Depreciation And Amortization |
17,442 | 13,539 | ||||||
Other Expenses |
110 | 350 | ||||||
Impairment Loss |
5,050 | 1,521 | ||||||
Restructuring Charges |
2,421 | 886 | ||||||
Net (Gain) On Sale Or Disposal |
(12,404 | ) | (2,458 | ) | ||||
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Total Operating Expenses |
271,844 | 266,794 | ||||||
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Operating Income (Loss) |
(12,209 | ) | 8,501 | |||||
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Net Interest Expense |
32,381 | 23,471 | ||||||
Income (Loss) Before Income Taxes |
(44,590 | ) | (14,970 | ) | ||||
Income Taxes (Benefit) |
(8,689 | ) | (3,897 | ) | ||||
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Net Income (Loss) |
$ | (35,901 | ) | $ | (11,073 | ) | ||
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Net Income (Loss) Per ShareBasic |
$ | (0.25 | ) | $ | (0.08 | ) | ||
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Net Income (Loss) Per ShareDiluted |
$ | (0.25 | ) | $ | (0.08 | ) | ||
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Dividends Declared And Paid Per Common Share |
$ | 0.00 | $ | 0.00 | ||||
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Weighted Common Shares OutstandingBasic |
141,115 | 138,122 | ||||||
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Weighted Common Shares OutstandingDiluted |
141,115 | 138,122 | ||||||
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SUPPLEMENTAL BREAKDOWN OF REVENUE BY TYPE |
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Spot (local and national) |
159,309 | 175,135 | ||||||
Digital (including podcasting) |
56,925 | 58,039 | ||||||
Network |
19,868 | 21,141 | ||||||
Sponsorships and Events |
12,444 | 10,327 | ||||||
Other |
11,089 | 10,653 | ||||||
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$ | 259,635 | $ | 275,295 | |||||
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Political |
$ | 846 | $ | 1,259 | ||||
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Three Months Ended March 31, |
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2023 | 2022 | |||||||
SUPPLEMENTAL BREAKDOWN OF REVENUE BY FORMAT |
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Music |
128,122 | 140,465 | ||||||
Sports |
53,141 | 53,070 | ||||||
News/Talk |
42,368 | 48,350 | ||||||
Non-format specific |
36,004 | 33,410 | ||||||
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$ | 259,635 | $ | 275,295 | |||||
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Three Months Ended March 31, |
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2023 | 2022 | |||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Net Capital Expenditures |
$ | 13,618 | $ | 14,522 | ||||
Adjusted Income Taxes Paid (Refunded) |
$ | 239 | $ | (15,201 | ) | |||
SELECTED BALANCE SHEET DATA | March 31, 2023 |
December 31, 2022 |
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Cash and Cash Equivalents |
$ | 83,773 | $ | 103,344 | ||||
Senior DebtTerm B-2 Loan (Includes Current Portion) |
$ | 632,415 | $ | 632,415 | ||||
Senior DebtRevolver (Includes Current Portion) |
$ | 180,000 | $ | 180,000 | ||||
Senior Secured Notes2027 |
$ | 460,000 | $ | 460,000 | ||||
Senior Secured Notes2029 |
$ | 540,000 | $ | 540,000 | ||||
Accounts Receivable Facility |
$ | 75,000 | $ | 75,000 | ||||
Total Shareholders Equity |
$ | 485,662 | $ | 520,619 | ||||
OTHER FINANCIAL DATA |
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Three Months Ended March 31, |
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2023 | 2022 | |||||||
Reconciliation Of GAAP Net Income (Loss) To Adjusted EBITDA and To Adjusted Free Cash Flow |
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Net Income (Loss) |
$ | (35,901 | ) | $ | (11,073 | ) | ||
Income Taxes (Benefit) |
(8,689 | ) | (3,897 | ) | ||||
Net Interest Expense |
32,381 | 23,471 | ||||||
Corporate ExpensesNon-Cash Compensation |
1,178 | 1,820 | ||||||
Station ExpensesNon-Cash Compensation |
712 | 1,170 | ||||||
Depreciation And Amortization |
17,442 | 13,539 | ||||||
Other Expenses |
46 | 350 | ||||||
Restructuring Charges |
2,421 | 886 | ||||||
COVID-19 Related Expenses (Income) |
91 | 189 | ||||||
Non-Recurring Expenses Otherwise Included in Corporate Expenses |
39 | 162 | ||||||
Liability Management Expenses |
1,146 | | ||||||
Impairment Loss |
5,050 | 1,521 | ||||||
Contingent Consideration Accretion and Remeasurements |
| 282 | ||||||
Net (Gain) Loss On Sale Or Disposal of Assets |
(12,404 | ) | (2,458 | ) | ||||
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Adjusted EBITDA |
3,512 | 25,962 | ||||||
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Net Interest Expense |
(32,381 | ) | (23,471 | ) | ||||
Deferred Financing Costs Included In Interest Expense |
1,264 | 1,259 | ||||||
Amortization Debt Premium Included In Interest Expense |
(256 | ) | (256 | ) | ||||
Net Capital Expenditures |
(13,618 | ) | (14,522 | ) | ||||
Adjusted Income Taxes (Paid) Refunded |
(239 | ) | 15,201 | |||||
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Adjusted Free Cash Flow |
$ | (41,718 | ) | $ | 4,173 | |||
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Document and Entity Information |
May 10, 2023 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001067837 |
Document Type | 8-K |
Document Period End Date | May 10, 2023 |
Entity Registrant Name | AUDACY, INC. |
Entity Incorporation State Country Code | PA |
Entity File Number | 001-14461 |
Entity Tax Identification Number | 23-1701044 |
Entity Address, Address Line One | 2400 Market Street |
Entity Address, Address Line Two | 4th Floor |
Entity Address, City or Town | Philadelphia |
Entity Address, State or Province | PA |
Entity Address, Postal Zip Code | 19103 |
City Area Code | (610) |
Local Phone Number | 660-5610 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Class A Common Stock, par value $.01 per share |
Trading Symbol | AUD |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
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