10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2022

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:        01-14461

Audacy, Inc.

(Exact name of registrant as specified in its charter)

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

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania 19103

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

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

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

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

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

Class A common stock, $0.01 par value – 139,473,913 Shares Outstanding as of April 30, 2022

Class B common stock, $0.01 par value – 4,045,199 Shares Outstanding as of April 30, 2022.

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AUDACY, INC.

INDEX

Table of Contents		Page
	Part I – Financial Information
Item 1	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4	Controls and Procedures	45
	Part II – Other Information
Item 1	Legal Proceedings	46
Item 1A	Risk Factors	46
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	46
Item 3	Defaults Upon Senior Securities	46
Item 4	Mine Safety Disclosures	46
Item 5	Other Information	46
Item 6	Exhibits	47
	Signatures	48

Private Securities Litigation Reform Act Safe Harbor Statement

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

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

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

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PART I

FINANCIAL INFORMATION

ITEM 1.     Financial Statements

AUDACY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)

	MARCH 31, 2022		DECEMBER 31, 2021
ASSETS:
Cash	$	35,580	$	59,439
Restricted cash	2,458		—
Accounts receivable, net of allowance of $13,889 in 2022 and $15,084 in 2021	227,860		276,044
Prepaid expenses, deposits and other	86,720		68,146
Total current assets	352,618		403,629
Investments	3,005		3,005
Net property and equipment	393,895		376,028
Operating lease right-of-use assets	218,369		229,607
Radio broadcasting licenses	2,251,546		2,251,546
Goodwill	82,176		82,176
Assets held for sale	1,033		1,033
Other assets, net of accumulated amortization	70,126		74,865
TOTAL ASSETS	$	3,372,768	$	3,421,889
LIABILITIES:
Accounts payable	$	28,026	$	18,897
Accrued expenses	59,011		68,423
Other current liabilities	85,076		84,130
Operating lease liabilities	39,762		39,598
Long-term debt, current portion	—		22,727
Total current liabilities	211,875		233,775
Long-term debt, net of current portion	1,782,544		1,782,131
Operating lease liabilities, net of current portion	206,850		217,281
Net deferred tax liabilities	484,172		487,665
Other long-term liabilities	43,908		48,832
Total long-term liabilities	2,517,474		2,535,909
Total liabilities	2,729,349		2,769,684
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY:
Class A, B and C common stock	1,435		1,441
Additional paid-in capital	1,672,063		1,671,195
Accumulated deficit	(1,031,013)		(1,020,142)
Accumulated other comprehensive income (loss)	934		(289)
Total shareholders' equity	643,419		652,205
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,372,768	$	3,421,889

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	THREE MONTHS ENDED
	MARCH 31,
	2022		2021
NET REVENUES	$	275,295	$	240,764
OPERATING EXPENSE:
Station operating expenses	227,045		212,495
Depreciation and amortization expense	13,539		11,592
Corporate general and administrative expenses	25,911		23,580
Restructuring charges	886		185
Impairment loss	1,521		644
Refinancing expenses	—		473
Net (gain) loss on sale or disposal	(2,458)		—
Other expenses	350		14
Total operating expense	266,794		248,983
OPERATING INCOME (LOSS)	8,501		(8,219)
NET INTEREST EXPENSE	23,471		21,160
Net (gain) loss on extinguishment of debt	—		8,168
OTHER (INCOME) EXPENSE	—		8,168
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	(14,970)		(37,547)
INCOME TAX (BENEFIT) EXPENSE	(3,897)		(15,899)
NET INCOME (LOSS)	(11,073)		(21,648)
NET INCOME (LOSS) PER SHARE - BASIC	$	(0.08)	$	(0.16)
NET INCOME (LOSS) PER SHARE - DILUTED	$	(0.08)	$	(0.16)
WEIGHTED AVERAGE SHARES:
Basic	138,122,432		135,379,321
Diluted	138,122,432		135,379,321

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED
	March 31,
	2022		2021
NET INCOME (LOSS)	$	(11,073)	$	(21,648)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT):
Net unrealized gain (loss) on derivatives, net of taxes (benefit)	1,223		553
COMPREHENSIVE INCOME (LOSS)	$	(9,850)	$	(21,095)

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

(unaudited)

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

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

(unaudited)

	Common Stock						Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2020	136,913,375	$	1,369	4,045,199	$	40	$	1,662,155	$	(1,017,037)	$	(1,789)	$	644,738
Net income (loss)	—	—		—	—		—		(21,648)		—		(21,648)
Compensation expense related to granting of stock awards	291,347	3		—	—		2,575		—		—		2,578
Exercise of stock options	47,535	—		—	—		15		—		—		15
Purchase of vested employee restricted stock units	(347,607)	(3)		—	—		(1,908)		—		—		(1,911)
Payment of dividends on common stock	—	—		—	—		(386)		—		—		(386)
Dividend equivalents, net of forfeitures	—	—		—	—		—		386		—		386
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		553		553
Balance, March 31, 2021	136,904,650	$	1,369	4,045,199	$	40	$	1,662,451	$	(1,038,299)	$	(1,236)	$	624,325

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED MARCH 31,
	2022		2021
OPERATING ACTIVITIES:
Net income (loss)	$	(11,073)	$	(21,648)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	13,539		11,592
Net amortization of deferred financing costs (net of original issue discount and debt premium)	1,002		193
Net deferred taxes (benefit) and other	(4,039)		(534)
Provision for bad debts	49		346
Net (gain) loss on sale or disposal	(2,458)		(2)
Non-cash stock-based compensation expense	2,698		2,578
Net loss on extinguishment of debt	—		8,168
Deferred compensation	(1,725)		1,263
Impairment loss	1,521		644
Change in fair value of contingent consideration	282		—
Changes in assets and liabilities (net of effects of acquisitions, and dispositions):
Accounts receivable	48,135		66,511
Prepaid expenses and deposits	(18,574)		(21,732)
Accounts payable and accrued liabilities	(9,202)		(1,018)
Other assets	—		(324)
Accrued interest expense	(1,454)		2,598
Accrued liabilities - long-term	(3,481)		(4,781)
Net cash provided by (used in) operating activities	15,220		43,854
INVESTING ACTIVITIES:
Additions to property, equipment and software	(14,522)		(7,280)
Proceeds from sale of property, equipment, intangibles and other assets	2,464		—
Purchases of businesses and audio assets	—		(15,297)
Net cash provided by (used in) investing activities	(12,058)		(22,577)

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED MARCH 31,
	2022		2021
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt	—		12,000
Proceeds from issuance of long-term debt	—		540,000
Payments of long-term debt	—		(77,015)
Payments of revolving senior debt	(22,727)		(52,000)
Retirement of notes	—		(400,000)
Payment for debt issuance costs	—		(6,914)
Payment of call premium and other fees	—		(14,500)
Proceeds from issuance of employee stock plan	177		—
Proceeds from the exercise of stock options	—		15
Purchase of vested employee restricted stock units	(1,839)		(1,911)
Payment of dividend equivalents on vested restricted stock units	(174)		(386)
Net cash provided by (used in) financing activities	(24,563)		(711)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(21,401)		20,566
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	59,439		30,964
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	38,038	$	51,530
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	23,616	$	18,506
Income taxes	$	(15,201)	$	(493)

See notes to condensed consolidated financial statements.

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AUDACY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2022 AND 2021

1.    BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

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

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

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and filed with the SEC on March 1, 2022, as part of the Company’s Annual Report on Form 10-K (the "2021 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2021 Annual Report.

COVID-19

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events.

The COVID-19 pandemic has had, and is expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the COVID-19 pandemic impacts the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time.

Consolidated VIE - AR Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 8, Long-Term Debt, below).

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

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

The SPV is a bankruptcy remote, limited liability company wholly owned by Audacy NY and its assets are not available to creditors of the Company, Audacy Operations or Audacy NY. Pursuant to the Receivables Facility, Audacy NY sells certain of its receivables and certain related rights to payment and obligations of Audacy NY with respect to such receivables, and certain other related rights to Audacy Receivables, LLC, which, in turn, obtains loans secured by the receivables from financial institutions (the “Lenders”). Amounts received from the Lenders, the pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Condensed Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders cannot exceed $75.0 million outstanding at any time. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended.

The SPV is considered a Variable Interest Entity ("VIE") because its equity capitalization is insufficient to support its operations. The most significant activities that impact the economic performance of the SPV are decisions made to manage receivables. Audacy NY is considered the primary beneficiary and consolidates the SPV as it makes these decisions. No additional financial support was provided to the SPV during the three months ended March 31, 2022 or is expected to be provided in the future that was not previously contractually required. As of March 31, 2022, the SPV has $191.8 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility.

Consolidated VIE - Qualified Intermediary

Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the condensed consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period.

During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property.

The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement.

The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days.

Total results of operations of the VIE for the three months ended March 31, 2022 were not significant. The consolidated VIE had cash as of March 31, 2022, which was reflected as restricted cash on the condensed consolidated balance sheet. The VIE had no other assets or liabilities as of March 31, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2021 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows.

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2.    BUSINESS COMBINATIONS AND EXCHANGES

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

2021 WideOrbit Streaming Acquisition

On October 20, 2021, the Company completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"), which included certain employees. The assets acquired included $31.5 million of developed technology and $8.0 million of intangible licenses. The Company determined this acquisition was a business combination. The Company will operate WideOrbit Streaming under the name AmperWave ("AmperWave"). The Company funded this acquisition through a draw on its revolving credit facility (the "Revolver"). Based upon the timing of the WideOrbit Streaming Acquisition, the Company's condensed consolidated financial statements for the period ended March 31, 2022, reflect the results of AmperWave. The Company's condensed consolidated financial statements for the period ended March 31, 2021 do not reflect the results of AmperWave.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. The Company recorded goodwill on its books. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, technical knowledge and trade secrets.

The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. The final valuation could be substantially different from the initial estimate.

	Preliminary Value
	(amounts in thousands)
Assets
Operating lease right-of-use assets	$	142
Net property and equipment	38
Other assets, net of accumulated amortization	39,532
Goodwill	520
Total intangible and other assets	40,052
Operating lease liabilities	(142)
Preliminary fair value of net assets acquired	$	40,090

2021 Urban One Exchange

On April 20, 2021, the Company completed a transaction with Urban One, Inc. ("Urban One") under which the Company exchanged its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company and Urban One began programming the respective stations under local marketing agreements ("LMAs") on November 23, 2020. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the four station cluster in Charlotte, North Carolina (the "divested stations") and included net revenues and station operating expenses associated with the stations in St. Louis, Missouri, Washington, D.C., and Philadelphia, Pennsylvania (the "acquired stations").

Upon completion of the Urban One Exchange, the Company: (i) removed from its condensed consolidated balance sheet the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the

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acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Based upon the timing of the Urban One Exchange, the Company's condensed consolidated financial statements for the three months ended March 31, 2022: (a) reflect the results of the acquired stations; and (b) do not reflect the results of the divested stations. The Company's condensed consolidated financial statements for the three months ended March 31, 2021: (i) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect; and (ii) do not reflect the results of the divested stations.

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

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	$	2,254
Total tangible property	2,254
Radio broadcasting licenses	23,233
Total intangible assets	$	23,233
Total assets	$	25,487

2021 Podcorn Acquisition

On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earnout over the next two years (the "Podcorn Acquisition"). The Company's condensed consolidated financial statements for the three months ended March 31, 2022 reflect the results of Podcorn. The Company's condensed consolidated financial statements for the three months ended March 31, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition.

The Podcorn Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate. Since the acquisition date, fluctuation in the market-based inputs used to develop the discount rate resulted in an increase in the discount rate which was offset by a reduction in the payment period, and in total, resulted in a higher expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at March 31, 2022 increased to $9.1 million. Changes in the fair value of the contingent consideration are recorded to the Station Operating Expenses line item on the Statement of Operations.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets.

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

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	Final Value
	(amounts in thousands)
Assets
Cash	$	702
Prepaid expenses, deposits and other	18
Other assets, net of accumulated amortization	2,545
Goodwill	19,637
Deferred tax asset	72
Net working capital	63
Preliminary fair value of net assets acquired	$	23,037

Unaudited Pro Forma Summary of Financial Information

The following unaudited pro forma information for the three months ended March 31, 2021 assumes that the acquisitions in 2021 had occurred as of January 1, 2020.

Refer to information within this Note 2, Business Combinations, and to the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and filed with the SEC on March 1, 2022, for a description of the Company’s acquisition and disposition activities.

The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time.

This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands except share and per share data)
	Actual		Pro Forma
Net revenues	$	275,295	$	242,374
Net income (loss)	$	(11,073)	$	(23,744)
Net income (loss) per common share - basic	$	(0.08)	$	(0.18)
Net income (loss) per common share - diluted	$	(0.08)	$	(0.18)
Weighted shares outstanding basic	138,122,432		135,379,321
Weighted shares outstanding diluted	138,122,432		135,379,321

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3.    RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Workforce reduction	$	721	$	183
Other restructuring costs	165		2
Total restructuring charges	$	886	$	185

Restructuring Plan

During the first quarter of 2020, the Company initiated a restructuring plan to help mitigate the adverse impact that the COVID-19 pandemic is having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the COVID-19 pandemic. The restructuring plan primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the COVID-19 pandemic.

The estimated amount of unpaid restructuring charges as of March 31, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year.

	Three Months Ended March 31, 2022		Twelve Months Ended December 31, 2021
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,623	$	2,988
Additions	886		5,671
Payments	(1,757)		(6,036)
Restructuring charges unpaid and outstanding	1,752		2,623
Restructuring charges - noncurrent portion	—		—
Restructuring charges - current portion	$	1,752	$	2,623

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4.    REVENUE

Spot Revenues

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

Digital Revenues

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

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

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

Network Revenues

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

Sponsorship and Event Revenues

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

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

Other Revenues

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

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

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Contract Balances

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.7 million and $2.8 million as of March 31, 2022 and December 31, 2021, respectively.

Description	March 31, 2022		December 31, 2021
	(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	$	226,137	$	273,217
Unearned revenue - current	10,778		10,638
Unearned revenue - noncurrent	455		474

Changes in Contract Balances

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

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

	Three Months Ended March 31, 2022
Description	Unearned Revenue
	(amounts in thousands)
Beginning balance on January 1, 2022	$	11,112
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(11,112)
Additions, net of revenue recognized during period	11,233
Ending balance	$	11,233

Disaggregation of Revenue

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

	Three Months Ended March 31,
	2022		2021
Revenue by Source	(amounts in thousands)
Spot revenues	$	175,135	$	154,294
Digital revenues	58,039		49,840
Network revenues	21,141		17,570
Sponsorships and event revenues	10,327		9,158
Other revenues	10,653		9,902
Net revenues	$	275,295	$	240,764

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5.    LEASES

Leasing Guidance

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

Lease Expense

The components of lease expense were as follows:

	Three Months Ended March 31,
Lease Cost	2022		2021
	(amounts in thousands)
Operating lease cost	$	12,585	$	12,371
Variable lease cost	2,904		2,957
Total lease cost	$	15,489	$	15,328

Supplemental Cash Flow

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31,
Description	2022		2021
	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,610	$	13,694
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,769	$	6,432

As of March 31, 2022, the Company has not entered into any leases that have not yet commenced.

6.    INTANGIBLE ASSETS AND GOODWILL

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

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

	Broadcasting Licenses Carrying Amount
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,251,546	$	2,229,016
Acquisitions (See Note 2)	—		23,233
Assets held for sale (See Note 14)	—		(703)
Ending period balance	$	2,251,546	$	2,251,546

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

	Goodwill Carrying Amount
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,723	$	1,042,762
Accumulated loss on impairment as of January 1,	(980,547)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	82,176		62,215
Acquisitions (See Note 2)	—		20,099
Measurement period adjustments to acquired goodwill (See Note 2)	—		(138)
Ending period balance	$	82,176	$	82,176

Broadcasting Licenses Impairment Test

During the fourth quarter of 2021, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company's markets and, accordingly, no impairment was recorded.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2021 that indicated an interim review of broadcasting licenses was required.

Goodwill Impairment Test

In March 2021, the Company completed the Podcorn Acquisition. Cadence13, Pineapple and Podcorn represent a single podcasting division one level beneath the single operating segment. Since the operations are economically similar, Cadence13, Pineapple and Podcorn were aggregated into a single podcasting reporting unit for the quantitative impairment assessment conducted in the fourth quarter of 2021. During the fourth quarter of 2021, the Company completed its annual impairment test for its podcasting reporting unit and determined that the fair value of its podcast reporting unit was greater than the carrying value and, accordingly, no impairment was recorded.

During the fourth quarter of 2021, the Company completed its annual impairment test for the QLGG reporting unit and determined that the fair value of its QLGG reporting unit was greater than the carrying value and, accordingly, no impairment was recorded.

In October 2021, the Company completed the WideOrbit Streaming Acquisition. AmperWave represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the WideOrbit Streaming Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired goodwill approximated fair value.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2021 that indicated an interim review of goodwill was required.

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7.    OTHER CURRENT LIABILITIES

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

	Other Current Liabilities
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Accrued compensation	$	36,817	$	35,917
Accounts receivable credits	2,889		2,506
Advertiser obligations	3,717		2,504
Accrued interest payable	13,207		14,662
Unearned revenue	10,778		10,638
Unfavorable sports liabilities	4,492		4,492
Accrued benefits	6,841		6,894
Non-income tax liabilities	1,996		1,897
Other	4,339		4,620
Total other current liabilities	$	85,076	$	84,130

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8.    LONG-TERM DEBT

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

	Long-Term Debt
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Credit Facility
Revolver	$	75,000	$	97,727
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	1,326		1,397
	708,741		731,539
2027 Notes
6.500% notes due May 1, 2027	470,000		470,000
Plus unamortized premium	3,778		3,964
	473,778		473,964
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility	75,000		75,000
Other debt	797		764
Total debt before deferred financing costs	1,798,316		1,821,267
Current amount of long-term debt	—		(22,727)
Deferred financing costs (excludes the revolving credit)	(15,772)		(16,409)
Total long-term debt, net of current debt	$	1,782,544	$	1,782,131
Outstanding standby letters of credit	$	6,069	$	6,069

(A) Senior Debt

The 2027 Notes

During 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly Entercom Media Corp.) ("Audacy Capital Corp."), issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "Initial 2027 Notes"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. The Initial 2027 Notes are governed by an indenture dated as of April 30, 2019 (the "Base Indenture"), as supplemented by a first supplemental indenture dated December 13, 2019 (the "First Supplemental Indenture"), (collectively, the "Indenture").

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

During the fourth quarter of 2021, Audacy Capital Corp., issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the $470.0 million 2027 Notes.

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The Credit Facility

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

The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2022. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of March 31, 2022, the Company’s Consolidated Net First Lien Leverage Ratio was 3.4 times.

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

As of March 31, 2022, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing.

The 2029 Notes

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

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

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

The Credit Facility - Amendment No. 5

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

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

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

20

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

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

The Credit Facility - Amendment No. 6

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

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

Accounts Receivable Facility

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

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

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

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

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

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

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

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

The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. At March 31, 2022, the Company had outstanding borrowings of $75.0 million under the Receivables Facility.

(B) Senior Unsecured Debt

The Senior Notes

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

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

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

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Interest expense	$	22,539	$	20,967
Amortization of deferred financing costs	1,259		1,041
Amortization of original issue premium of senior notes	(256)		(848)
Interest income and other investment income	(71)		—
Total net interest expense	$	23,471	$	21,160

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9.    DERIVATIVE AND HEDGING ACTIVITIES

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

Hedge Accounting Treatment

As of March 31, 2022, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

Type Of Hedge	Notional Amount		Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts  in millions)							(amounts in millions)
				Cap	2.75%		Jun. 28, 2022	$	220.0
Collar	$	340.0	Jun. 25, 2019	Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$	340.0

For the three months ended March 31, 2022, the Company recorded the net change in the fair value of this derivative as a gain of $1.2 million (net of tax benefit of $0.4 million as of March 31, 2022) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of March 31, 2022, the fair value of these derivatives was an asset of $1.3 million, and is recorded within other assets, net of accumulated amortization on the condensed consolidated balance sheet. The Company does not expect to reclassify any of this amount to the condensed consolidated statement of operations over the next twelve months.

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2022 and December 31, 2021:

	Accumulated Derivative Gain (Loss)
Description	March 31, 2022		December 31, 2021
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	934	$	(289)

The following tables presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2022 and March 31, 2021:

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations
Three Months Ended March 31,
2022		2021		2022		2021
(amounts in thousands)
$	1,223	$	553	$	232	$	307

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Undesignated Derivatives

The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on the Secured Overnight Financing Rate ("SOFR"), on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees. As of March 31, 2022, the notional investments underlying the TRS amounted to $24.0 million. The contract term of the TRS is through March 2023 and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities.

For the three months ended March 31, 2022, the Company recorded the net change in the fair value of the TRS in station operating expenses and corporate, general and administrative expenses in the amount of a $1.4 million expense. Of this amount, a $0.5 million expense was recorded in corporate, general and administrative expenses and a $0.9 million expense was recorded in station operating expenses.

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10.    NET INCOME (LOSS) PER COMMON SHARE

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands except per share data)
Basic Income (Loss) Per Share
Numerator
Net income (loss)	$	(11,073)	$	(21,648)
Denominator
Basic weighted average shares outstanding	138,122		135,379
Net income (loss) per share - Basic	$	(0.08)	$	(0.16)
Diluted Income (Loss) Per Share
Numerator
Net income (loss)	$	(11,073)	$	(21,648)
Denominator
Basic weighted average shares outstanding	138,122		135,379
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	138,122		135,379
Net income (loss) per share - Diluted	$	(0.08)	$	(0.16)

Disclosure of Anti-Dilutive Shares

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

	Three Months Ended March 31,
Impact Of Equity Issuances	2022		2021
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		588
Price range of options: from	$	3.54	$	4.88
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	1,073		84
RSUs excluded with service and market conditions as market conditions not met	75		—
Excluded shares as anti-dilutive when reporting a net loss	2,189		2,378

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11.    SHARE-BASED COMPENSATION

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

Restricted Stock Units (“RSUs”) Activity

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

	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of March 31, 2022
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2021	7,342
RSUs awarded	March 31, 2022	—
RSUs released	March 31, 2022	(1,926)
RSUs forfeited	March 31, 2022	(59)
RSUs outstanding as of:	March 31, 2022	5,357		$	—	1.4	$	16,363
RSUs vested and expected to vest as of:	March 31, 2022	5,357		$	—	1.4	$	16,363
RSUs exercisable (vested and deferred) as of:	March 31, 2022	5		$	—	0.0	$	16
Weighted average remaining recognition period in years		2.0
Unamortized compensation expense		$	5,498

RSUs with Service and Market Conditions

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

Option Activity

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

	Three Months Ended March 31,
Option Exercise Data	2022		2021
	(amounts in thousands)
Intrinsic value of options exercised	$	—	$	241
Tax benefit from options exercised	$	—	$	64
Cash received from exercise price of options exercised	$	—	$	15

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

	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2022
	(amounts in thousands)
Options outstanding as of:	December 31, 2021	609		$	11.33
Options exercised	March 31, 2022	—		—
Options outstanding as of:	March 31, 2022	609		$	11.33	2.5	$	—
Options vested and expected to vest as of:	March 31, 2022	609		$	11.33	2.5	$	—
Options vested and exercisable as of:	March 31, 2022	609		$	11.33	2.5	$	—
Weighted average remaining recognition period in years		0.0
Unamortized compensation expense		$	—

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

			Options Outstanding			Options Exercisable
			(amounts in thousands)
Range of Exercise Prices			Number of Options Outstanding March 31, 2022	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2022	Weighted Average Exercise Price
From		To
$	3.54	7.01	67	7.2	5.40	67	$	5.40
$	9.66	13.98	542	2.0	12.06	542	$	12.06
$	3.54	13.98	609	2.5	11.33	609	$	11.33

Recognized Non-Cash Stock-Based Compensation Expense

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Station operating expenses	$	1,170	$	1,073
Corporate general and administrative expenses	1,820		1,667
Stock-based compensation expense included in operating expenses	2,990		2,740
Income tax benefit (1)	671		664
After-tax stock-based compensation expense	$	2,319	$	2,076

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

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12.    INCOME TAXES

Tax Rate for the Three Months Ended March 31, 2022

The Company recognized an income tax benefit at an effective income tax rate of 26.0% for the three months ended March 31, 2022. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense and discrete income tax expense related to stock based compensation.

On March 27, 2020, the United States enacted the CARES Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of net operating losses, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The Company was able to carryback its 2020 federal income tax loss to prior tax years and file a refund claim with the IRS for $15.2 million.

Tax Rate for the Three Months Ended March 31, 2021

The Company recognized an income tax benefit at an effective income tax rate of 42.3% for the three months ended March 31, 2021, which was determined using a forecasted rate based upon projected taxable income for the full year.

Net Deferred Tax Assets and Liabilities

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

13.    FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

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

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	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2022		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	1,274	$	—	$	1,274	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	28,006	$	22,643	$	—	$	—	$	5,363
Contingent Consideration (4)	$	9,114	$	—	$	—	$	9,114	$	—
Description	Balance at December 31, 2021		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Liabilities
Deferred compensation plan liabilities (1)	$	32,730	$	26,839	$	—	$	—	$	5,891
Interest Rate Cash Flow Hedge (3)	$	394	$	—	$	394	$	—	$	—
Contingent Consideration (4)	$	8,783	$	—	$	—	$	8,783	$	—

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

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

(3)The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2021 and other assets, net of accumulated amortization at March 31, 2022, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate increased to 11.0% at March 31, 2022. This increase in the discount rate was offset by a reduction in the payment period which resulted in a higher expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at March 31, 2022 increased to $9.1 million. This balance is included in other long-term liabilities.

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Non-Recurring Fair Value Measurements

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

During the three months ended March 31, 2022 and 2021, there were no events or changes in circumstances which indicated the Company’s broadcasting licenses, goodwill, investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable.

Fair Value of Financial Instruments Subject to Disclosures

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

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

	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	632,415	$	622,929	$	632,415	$	626,881
Revolver (2)	$	75,000	$	75,000	$	97,727	$	97,727
2029 Notes (3)	$	540,000	$	503,550	$	540,000	$	527,850
2027 Notes (3)	$	470,000	$	441,800	$	470,000	$	460,600
Accounts receivable facility (4)	$	75,000			$	75,000
Other debt (4)	$	797			$	764
Letters of credit (4)	$	6,069			$	6,069

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

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

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

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

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

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14.    ASSETS HELD FOR SALE

Assets Held for Sale

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

During the fourth quarter of 2020, the Company announced that it had entered into an exchange agreement with Urban One, pursuant to which the Company would exchange its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2020. In aggregate, these assets had a carrying value of $21.4 million.

Upon the closing of the Urban One Exchange on April 20, 2021, the Company: (i) removed the assets which had been classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Refer to Note 2, Business Combinations, for additional information.

During the second quarter of 2021, the Company entered into an agreement with a third party to dispose of land and land improvements and equipment. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $0.5 million. In the fourth quarter of 2021, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $4.6 million.

During the fourth quarter of 2021, the Company entered into an agreement with a third party to dispose of land, equipment and an FCC license in connection with a sale of a station in San Francisco, California. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets have a carrying value of approximately $1.0 million. The transaction is expected to close within one year.

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

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

	Assets Held for Sale
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Net property and equipment	330		330
Radio broadcasting licenses	703		703
Net assets held for sale	$	1,033	$	1,033

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15.    SHAREHOLDERS’ EQUITY

Dividend Equivalents

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

		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2022		December 31, 2021
		(amounts in thousands)
Short-term	Other current liabilities	$	240	$	351
Long-term	Other long-term liabilities	1		92
Total		$	241	$	443

Employee Stock Purchase Plan

Following the purchase of shares under the ESPP for the first quarter of 2020, the Company temporarily suspended the ESPP. The ESPP resumed on July 1, 2021. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated:

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Number of shares purchased	61		—
Non-cash compensation expense recognized	$	26	$	—

Share Repurchase Program

During the three months ended March 31, 2022, the Company did not repurchase any shares under the 2017 Share Repurchase Program. As of March 31, 2022, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program.

Shareholder Rights Agreement

On April 20, 2020, the Company entered into a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (as amended from time to time, the "Rights Agreement"), which was previously approved by the Board of Directors of the Company (the "Board of Directors").

The Rights Agreement expired on April 20, 2021.

16.    CONTINGENCIES AND COMMITMENTS

Contingencies

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on March 1, 2022.

17.    SUBSEQUENT EVENTS

Events occurring after March 31, 2022, and through the date that these condensed consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

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

In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2022. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report. The following results of operations include a discussion of the three months ended March 31, 2022 as compared to the comparable period in the prior year. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

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

Results of Operations for the Year-To-Date

The following significant factors affected our results of operations for the three months ended March 31, 2022, as compared to the three months ended March 31, 2021:

COVID-19 Pandemic

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, we have taken proactive actions in an effort to mitigate its effects and are continually assessing its effects on our business, including how it has and will continue to impact advertisers, professional sports and live events.

In March 2020, we began to experience adverse effects due to the pandemic. During the second quarter of 2020, we experienced significant declines in revenue performance. April revenues were most significantly impacted and we began to experience sequential month over month improvement in our revenue performance in May through December of 2020.

Due to the seasonality of the business, the month over month improvement in net revenues did not continue into the first quarter of 2021. However, net revenues in each month from March 2021 to December 2021 exceeded net revenues in each month from March 2020 to December 2020. Again, due to the seasonality of the business, the month over month improvement in net revenues did not continue into the first quarter of 2022. However, net revenues in each month from January 2022 to March 2022 exceeded net revenues in each month from January 2021 to March 2021.

We are currently unable to predict the extent of the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties, but to date, it has been material and we believe the impact will continue to be material throughout 2022. However, we believe we are well positioned to fully participate in the recovery and the attractive growth opportunities in the audio space.

The extent to which the COVID-19 pandemic impacts our business, operations and financial results is inherently uncertain and will depend on numerous evolving factors that we may not be able to accurately predict. Therefore, the results for the three months ended March 31, 2022, may not be indicative of the results for the year ending December 31, 2022.

WideOrbit Streaming Acquisition

On October 20, 2021, we completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"). We will operate WideOrbit Streaming under the name AmperWave ("AmperWave"). We funded this acquisition through a draw on our revolving credit facility (the "Revolver"). Based upon the timing of the WideOrbit Streaming Acquisition, our condensed consolidated financial statements for the three months ended March 31, 2022, reflect the results of AmperWave. Our condensed consolidated financial statements for the three months ended March 31, 2021 do not reflect the results of AmperWave.

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Urban One Exchange

In April 2021, we completed a transaction with Urban One, Inc. ("Urban One") under which we exchanged our four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). We began programming the respective stations under local marketing agreements ("LMAs") on November 23, 2020. Based on the timing of this transaction, our condensed consolidated financial statements for the three months ended March 31, 2022: (i) reflect the results of the acquired stations; and (ii) do not reflect the results of the divested stations. Our condensed consolidated financial statements for the three months ended March 31, 2021: (i) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect; and (ii) do not reflect the results of the divested stations.

Podcorn Acquisition

In March 2021, we completed an acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earn out which is based upon the achievement of certain annual performance benchmarks over a two year period (the "Podcorn Acquisition"). Based on the timing of this transaction, our condensed consolidated financial statements for the three months ended March 31, 2022, reflect the results of Podcorn. Our condensed consolidated financial statements for the three months ended March 31, 2021, reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition.

Restructuring Charges

In connection with the CBS Radio business acquisition in November 2017 (the "Merger") and the COVID-19 pandemic, we incurred restructuring charges, including workforce reductions and other restructuring costs of $0.9 million and $0.2 million during the three months ended March 31, 2022 and March 31, 2021, respectively. Amounts were expensed as incurred and are included in Restructuring charges.

Note Issuance - The 2029 Notes

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

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

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

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

Note Issuance - The 2027 Notes

During 2019, we, issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "Initial 2027 Notes"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. The Initial 2027 Notes are governed by an indenture dated as of April 30, 2019 (the "Base Indenture"), as supplemented by a first supplemental indenture dated December 13, 2019 (the "First Supplemental Indenture"), (collectively, the "Indenture").

During the fourth quarter of 2021, we issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes. We used net proceeds of the Additional 2027 Notes offering to repay $44.6 million of existing indebtedness under the Term B-2 Loan. Increases in our interest expense occurred due to the issuance of the Additional 2027 Notes which have a higher interest rate

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than the Term B-2 Loan. In connection with this note issuance: (i) we incurred third party costs of approximately $1.1 million, of which approximately $0.8 million was capitalized and approximately $0.4 million was captured as refinancing expenses.

Impairment Loss

The impairment loss incurred during the three months ended March 31, 2022 includes $1.1 million related to an early termination of a lease and a $0.4 million write down of property and equipment. The impairment loss incurred during the three months ended March 31, 2021 includes a $0.3 million write down of property and equipment and $0.3 million related to an early termination of certain leases.

Net (Gain) Loss on Sale or Disposal

During 2022, we entered into an agreement with a third party Qualified Intermediary ("QI"), under which we entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property. Total proceeds from the sale resulted in a gain of approximately $2.5 million.

Three Months Ended March 31, 2022 As Compared To The Three Months Ended March 31, 2021

	THREE MONTHS ENDED MARCH 31,
	2022		2021		% Change
	(dollars in millions)
NET REVENUES	$	275.3	$	240.8	14	%
OPERATING EXPENSE:
Station operating expenses	227.1		212.5		7	%
Depreciation and amortization expense	13.5		11.6		16	%
Corporate general and administrative expenses	25.9		23.6		10	%
Restructuring charges	0.9		0.2		350	%
Impairment loss	1.5		0.6		150	%
Net (gain) loss on sale or disposal	(2.5)		—		—	%
Refinancing expenses	—		0.5		(100)	%
Other expenses	0.4		—		100	%
Total operating expense	266.8		249.0		7	%
OPERATING INCOME (LOSS)	8.5		(8.2)		(204)	%
INTEREST EXPENSE	23.5		21.2		11	%
Net (gain) loss on extinguishment of debt	—		8.2		(100)	%
OTHER INCOME (EXPENSE)	—		8.2		-100
(LOSS) BEFORE INCOME TAXES (BENEFIT)	(15.0)		(37.6)		(60)	%
INCOME TAXES (BENEFIT)	(3.9)		(15.9)		(75)	%
NET INCOME (LOSS)	$	(11.1)	$	(21.7)	(49)	%

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Net Revenues

Revenues increased compared to prior year primarily due to economic recovery and improvements across all segments of our business from the depressed levels of the prior year. Prior year revenues were negatively impacted from the economic slowdown triggered by the COVID-19 pandemic.

Net revenues were also positively impacted by: (i) growth in our spot revenues; (ii) growth in our digital revenues; and (iii) the operations of AmperWave for the full period;

Net revenues increased the most for our stations located in the Chicago and Philadelphia markets. Net revenues decreased the most for our stations located in the Los Angeles and Sacramento markets.

Station Operating Expenses

Station operating expenses increased compared to prior year primarily due to: (i) an increase in payroll and related expenses in the current year; (ii) an increase in digital expenses related to user acquisition, content licenses and podcast host and talent fees; and (iii) an increase in 2022 revenues which resulted in a corresponding increase in variable sales-related expenses.

Station operating expenses include non-cash compensation expense of $1.2 million and $1.1 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense increased primarily due to an increase in amortization of intangible assets in 2022 relative to 2021. The increase in amortization is due to the addition of amortizable intangible assets in the WideOrbit Streaming Acquisition and the Podcorn Acquisition. Additionally, depreciation and amortization expense increased due to an increase in capital expenditures in 2022 relative to 2021.

Corporate General and Administrative Expenses

Corporate general and administrative expenses increased primarily as a result of: (i) an increase in payroll and related expenses in the current year. This increase was partially offset by a decrease in corporate rebranding costs in connection with our corporate name change in 2021, which is nonrecurring in nature.

Corporate general and administrative expenses include non-cash compensation expense of $1.8 million and $1.7 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

Restructuring Charges

We incurred restructuring charges in 2022 and 2021 primarily in response to the COVID-19 pandemic. These costs primarily included workforce reduction charges.

Impairment Loss

The impairment loss incurred during the three months ended March 31, 2022 includes a $0.4 million write down of property and equipment and $1.2 million related to an early termination of certain leases. The impairment loss incurred during the three months ended March 31, 2021 includes a $0.3 million write down of property and equipment and $0.3 million related to an early termination of certain leases.

Net (Gain) Loss on Sale or Disposal

During the three months ended March 31, 2022, we recognized a gain of approximately $2.5 million on the sale of a land easement in San Francisco, California.

Refinancing Expenses

We incurred $0.5 million of costs in connection with the issuance of the 2029 Notes during 2021.

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Interest Expense

During the three months ended March 31, 2022, we incurred an additional $2.3 million in interest expense as compared to the three months ended March 31, 2021.

This increase in interest expense was primarily attributable to an increase in the outstanding indebtedness upon which interest is computed. This increase was partially offset by a reduction in outstanding variable-rate indebtedness upon which interest is computed.

Income Taxes (Benefit)

Tax Rate for the three Months Ended March 31, 2022

We recognized an income tax benefit at an effective income tax rate of 26.0% for the three months ended March 31, 2022. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense and discrete income tax expense related to stock based compensation.

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of NOLs, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. We were able to carryback our 2020 federal income tax loss to prior tax years and file a refund claim with the Internal Revenue Service ("IRS") for $15.2 million.

On December 27, 2020, the United States enacted the Consolidated Appropriations Act, 2021 (the "Appropriations Act"), an additional stimulus package providing financial relief for individuals and small businesses. The Appropriations Act contains a variety of tax provisions, including full expensing of business meals in 2021 and 2022, and expansion of the employee retention tax credit. We do not currently expect the Appropriations Act to have a material tax impact.

Tax Rate for the three Months Ended March 31, 2021

The estimated annual effective income tax rate was 42.3% for the three months ended March 31, 2021, which was determined using a forecasted rate based upon projected taxable income for the year.

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Liquidity and Capital Resources

Liquidity

Although we have been, and expect to continue to be, negatively impacted by the COVID-19 pandemic, we anticipate that our business will continue to generate sufficient cash flow from operating activities and we believe that these cash flows, together with our existing cash and cash equivalents and our ability to draw on current credit facilities, will be sufficient for us to meet our current and long-term liquidity and capital requirements. However, our ability to maintain adequate liquidity is dependent upon a number of factors, including our revenue, macroeconomic conditions, the length and severity of business disruptions caused by the COVID-19 pandemic, our ability to contain costs and to collect accounts receivable, and various other factors, many of which are beyond our control. Moreover, if the COVID-19 pandemic continues to create significant disruptions in the credit or financial markets, or impacts our credit ratings, it could adversely affect our ability to access capital on attractive terms, if at all. We also expect the timing of certain priorities to be impacted, such as the pace of our debt reduction efforts and the delay of certain capital projects.

The Credit Facility, as amended, is comprised of the $250.0 million Revolver and the Term B-2 Loan. As of March 31, 2022, we had $632.4 million outstanding under the Term B-2 Loan and $75.0 million outstanding under the Revolver. In addition, we had $6.1 million in outstanding letters of credit. During the three months ended March 31, 2022, we repaid $22.7 million outstanding under our Revolver.

As of March 31, 2022, total liquidity was $204.7 million, which was comprised of $169.1 million available under the Revolver and $35.6 million in cash and cash equivalents. For the three months ended March 31, 2022, we decreased our outstanding debt by $22.3 million due to the previously discussed revolver paydown activity.

As of March 31, 2022, our Consolidated Net First Lien Leverage Ratio was 3.4 times as calculated in accordance with the terms of our Credit Facility, which place restrictions on the amount of cash, cash equivalents and restricted cash that can be subtracted in determining consolidated first lien net debt.

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

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

The 2027 Notes

During 2019, we and our finance subsidiary, Audacy Capital Corp. (formerly Entercom Media Corp.) ("Audacy Capital Corp."), issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "Initial 2027 Notes"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. The Initial 2027 Notes are governed by an indenture dated as of April 30, 2019 (the "Base Indenture"), as supplemented by a first supplemental indenture dated December 13, 2019 (the "First Supplemental Indenture), (collectively, the "Indenture").

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

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

During the fourth quarter of 2021, Audacy Capital Corp. issued $45.0 million of additional 6.500% senior secured second-line notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the $470.0 million 2027 Notes.

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

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

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

The Credit Facility

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

As of March 31, 2022, we were in compliance with the financial covenant then applicable and all other terms of the Credit Facility in all material respects. Our ability to maintain compliance with our financial covenant under the Credit Facility is highly dependent on our results of operations. Currently, given the impact of COVID-19, the outlook is highly uncertain.

Failure to comply with our financial covenant or other terms of our Credit Facility and any subsequent failure to negotiate and obtain any required relief from our lenders could result in a default under the Credit Facility. We will continue to monitor our liquidity position and covenant obligations and assess the impact of the COVID-19 pandemic on our ability to comply with the covenants under the Credit Facility.

Any event of default could have a material adverse effect on our business and financial condition. We may seek from time to time to amend our Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on our debt. However, we may not be able to do so on terms that are acceptable or to the extent necessary to avoid a default, depending upon conditions in the credit markets, the length and depth of the market reaction to the COVID-19 pandemic and our ability to compete in this environment.

The Credit Facility - Amendment No. 5

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

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

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

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

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The Credit Facility - Amendment No. 6

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

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

Accounts Receivable Facility

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

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

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

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

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

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

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

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

The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. At March 31, 2022, we had outstanding borrowings of $75.0 million under the Receivables Facility.

The 2029 Notes

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

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

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

The 2029 Notes are fully and unconditionally guaranteed on a senior secured second priority basis by each of the direct and indirect subsidiaries of Audacy Capital Corp.

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

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

The Senior Notes

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

As discussed above, during the three months ended March 31, 2021, we issued a call notice to redeem our Senior Notes with an effective date of April 10, 2021. We incurred interest on the Senior Notes until the redemption date. In connection with the redemption, we deposited the following funds to satisfy our obligations under the Senior Notes and discharge the Indenture governing the Senior Notes: (i) $400.0 million to redeem the Senior Notes in full; (ii) $14.5 million for a call premium for the early retirement of the Senior Notes; and (iii) $12.8 million for accrued and unpaid interest through April 10, 2021. As a result of the refinancing, we recorded an $8.2 million loss on extinguishment of debt that included the call premium, the write off of unamortized debt issuance costs, and the write off of unamortized premium on the Senior Notes.

Operating Activities

Net cash flows provided by operating activities were $15.2 million and $43.9 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

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The cash flows from operating activities decreased primarily due to an increase in net investment in working capital of $25.8 million. This decrease was partially offset by a decrease in net loss, as adjusted for certain non-cash charges and income tax benefits of $7.9 million.

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

The decrease in net loss, as adjusted for certain non-cash charges and income tax benefits is primarily attributable to: (i) a reduction in net loss of $10.6 million; (ii) an increase in deferred tax benefits of $3.5 million; and (iii) an increase in impairment loss of $0.9 million.

Investing Activities

Net cash flows used in investing activities were $12.1 million and $22.6 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

During 2021, net cash flows used in investing activities decreased primarily due to a decrease in purchases of business and audio assets of $15.3 million. This reduction was partially offset by: (i) an increase in additions to tangible and intangible assets of $7.2 million; and (ii) an increase in proceeds from sales or disposals of assets of $2.5 million.

Financing Activities

Net cash flows used in financing activities were $24.6 million and $0.7 million for the three months ended March 31, 2022 and March 31, 2021, respectively.

During 2021, net cash flows used in by financing activities increased primarily due to: (i) a decrease in proceeds from issuance of long term debt of $540.0 million; and (ii) a decrease in borrowing under the Revolver of $12.0 million. This decrease was partially offset by: (i) a decrease in cash outflows related to the redemption of the Senior Notes of $400.0 million; (ii) a decrease of payments of long-term debt of $77.0 million; (iii) a decrease of payments against the Revolver of $29.3 million; (iv) a decrease in payments of call premiums and other fees of $14.5 million; and (v) a decrease in payments for debt issuance costs of $6.9 million.

Dividends

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

Share Repurchase Program

During the nine months ended March 31, 2022, we did not repurchase any shares under our share repurchase program (the "2017 Share Repurchase Program"). As of March 31, 2022, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program.

Income Taxes

Under the CARES Act, we were able to carry back our 2020 federal income tax loss to prior tax years and file a refund claim with the IRS for $15.2 million. During the three months ended March 31, 2022, we received a federal tax refund of approximately $15.2 million. We do not anticipate making any federal income tax payments in 2022 primarily as a result of the availability of NOLs to offset federal tax due.

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

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Capital Expenditures

Capital expenditures, including amortizable intangibles, for the three months ended March 31, 2022 were $14.5 million. We anticipate that total capital expenditures in 2022 will be between $70 million and $75 million as we increase our investment in the rapidly growing digital audio advertising market.

Contractual Obligations

As of March 31, 2022, there have been no net material changes in the total amount from the contractual obligations listed in our Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 1, 2022, other than as described below.

As discussed above in the liquidity section, during the three months ended March 31, 2022, we made a voluntary prepayments against our Revolver of $22.7 million. As a result of this activity, the amounts outstanding under our long-term debt obligations decreased by $22.7 million during the three months ended March 31, 2022.

Off-Balance Sheet Arrangements

As of March 31, 2022, we did not have any material off-balance sheet transactions, arrangements or obligations, including contingent obligations.

During 2022, we disposed of certain property that we considered as surplus to our operations and that resulted in a gain of approximately $2.5 million. In order to minimize the tax impact on a certain portion of these taxable gains, we created an entity that serves as a qualified intermediary (“QI”) for tax purposes and that held the net sales proceeds of $2.5 million from this transaction. As of March 31, 2022, the balance in the account of the QI is $2.5 million and this amount is reflected as restricted cash on our condensed consolidated balance sheet. We plan to use a portion of these funds in a tax-free exchange by using the net sales proceeds from relinquished property for the purchase of replacement property. This entity was treated as a variable interest entity (“VIE”) and is included in our consolidated financial statements as we are considered the primary beneficiary.

The use of a QI in a like-kind exchange enables us to effectively minimize our tax liability in connection with certain asset dispositions. As discussed in Note 1, Basis of Presentation and Significant Policies, we sold real property in San Francisco, California for net proceeds of $2.5 million. These net sales proceeds were deposited into the account of the QI to comply with requirements under Section 1031 of the Code to execute a like-kind exchange and are reflected as restricted cash on our condensed consolidated balance sheet as of March 31, 2022. Restrictions on these deposits will lapse prior to the end of the third quarter of 2022.

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes as of March 31, 2022. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Critical Accounting Policies

There have been no material changes to our critical accounting policies from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies, in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 1, 2022.

Goodwill Valuation Risk

We no longer have any goodwill attributable to the broadcast reporting unit. Our remaining goodwill as of March 31, 2022 is limited to the goodwill acquired in the Cadence13 Acquisition and Pineapple Acquisition in 2019, the goodwill acquired in the QLGG Acquisition in 2020, and the goodwill acquired in the Podcorn Acquisition and WideOrbit Streaming Acquisition in 2021.

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

43

A deterioration in our forecasted financial performance, an increase in discount rates, a reduction in long-term growth rates, a sustained decline in our stock price, or a failure to achieve analyst expectations could all be potential indicators of an impairment to the remaining goodwill, which could be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

As of March 31, 2022, we evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any goodwill, and concluded no assessment was required. We will continue to evaluate the impacts of the COVID-19 pandemic on our business, including the impacts of overall economic conditions, which could result in the recognition of an impairment charge in the future.

Broadcasting License Valuation at Risk

After the annual impairment test conducted on our broadcasting licenses in the fourth quarter of 2021, the results indicated that there were 17 units of accounting where the fair value exceeded their carrying value by 10% or less. In aggregate, these 17 units of accounting had a carrying value of $875.2 million at December 31, 2021.

If overall market conditions or the performance of the economy deteriorates, advertising expenditures and radio industry results could be negatively impacted, including expectations for future growth. This could result in future impairment charges for these or other of our units of accounting, which could be material. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

As of March 31, 2022, we evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any of our broadcasting licenses, and concluded no assessment was required. We will continue to evaluate the impacts of the COVID-19 pandemic on our business, including the impacts of overall economic conditions, which could result in the recognition of an impairment charge, which could be material, in the future.

ITEM 3.    Quantitative And Qualitative Disclosures About Market Risk

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

As of March 31, 2022, if the borrowing rates under LIBOR were to increase 1% above the current rates, our interest expense on: (i) our Term B-2 Loan would increase $6.5 million on an annual basis, including any increase or decrease in interest expense associated with the use of derivative rate hedging instruments as described below; and (ii) our Revolver would increase by $2.5 million, assuming our entire Revolver was outstanding as of March 31, 2022.

Assuming LIBOR remains flat, interest expense in 2022 versus 2021 is expected to be lower as we anticipate reducing our outstanding debt upon which interest is computed. We may seek from time to time to amend our Credit Facility or obtain additional funding, which may result in higher interest rates on our indebtedness and could increase our exposure to variable-rate indebtedness.

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

Type Of Hedge	Notional Amount	Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts (in millions)						(amounts (in millions)
Collar	$340.0	Jun. 25, 2019	Cap	2.75%	Jun. 28, 2024	Jun. 28, 2022	$	220.0
			Floor	0.402%		Jun. 28, 2023	$	90.0
Total	$560.0

The fair value (based upon current market rates) of the rate hedging transaction is included as derivative instruments in other assets, net of accumulated amortization at March 31, 2022 as the maturity dates on this instrument are greater than one

44

year. The fair value of the hedging transaction is affected by a combination of several factors, including the change in the one-month LIBOR rate. Any increase in the one-month LIBOR rate results in a more favorable valuation, while any decrease in the one-month LIBOR rate results in a less favorable valuation.

Our credit exposure under our hedging agreement, or similar agreements we may enter into in the future, is the cost of replacing such agreements in the event of nonperformance by our counterparty. To minimize this risk, we select high credit quality counterparties. We do not anticipate nonperformance by such counterparties, but could recognize a loss in the event of nonperformance. Our derivative instrument asset as of March 31, 2022 was $1.3 million.

From time to time, we invest all or a portion of our cash in cash equivalents, which are money market instruments consisting of short-term government securities and repurchase agreements that are fully collateralized by government securities. When such investments are made, we do not believe that we have any material credit exposure with respect to these assets. As of March 31, 2022, 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 Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that: (i) information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

Changes in Internal Control Over Financial Reporting

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

45

PART II

OTHER INFORMATION

ITEM 1.     Legal Proceedings

We currently and from time to time are involved in litigation incidental to the conduct of our business. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material developments relating to the legal proceedings described in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the "SEC") on March 1, 2022. Refer to Note 16, Contingencies And Commitments, for additional information.

ITEM 1A    Risk Factors

There have been no material changes to the risk factors associated with our business previously described in our Annual Report on Form 10-K filed with the SEC on March 1, 2022.

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, 2022:

Period (1)(2)	(a) Total Number Of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	(d) Maximum Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
January 1, 2022 - January 31, 2022	22,190	$	2.60	—	$	41,578,230
February 1, 2022 - February 28, 2022	87,228	$	2.42	—	$	41,578,230
March 1, 2022 - March 31, 2022	512,458	$	3.06	—	$	41,578,230
Total	621,876			—

(1)	We withheld shares upon the vesting of RSUs in order to satisfy employees’ tax obligations. As a result, we are deemed to have purchased: (i) 22,190 shares at an average price of $2.60 in January 2022; (ii) 87,228 shares at an average price of $2.42 in February 2022; and (iii) 512,458 shares at an average price of $3.06 in March 2022. These shares are included in the table above.
(2)	On November 2, 2017, our Board announced a share repurchase program (the “2017 Share Repurchase Program”) to permit us to purchase up to $100.0 million of our issued and outstanding shares of Class A common stock through open market purchases. In connection with the 2017 Share Repurchase Program, we did not repurchase any shares during the three months ended March 31, 2022.

ITEM 3.    Defaults Upon Senior Securities

None.

ITEM 4.    Mine Safety Disclosures

Not applicable.

ITEM 5.    Other Information

None.

46

ITEM 6.    Exhibits

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

47

SIGNATURES

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

	AUDACY, INC. (Registrant)
Date: May 9, 2022	/S/ David J. Field Name: David J. Field Title: Chairman, Chief Executive Officer and President (principal executive officer)
Date: May 9, 2022	/S/ Richard J. Schmaeling Name: Richard J. Schmaeling Title: Executive Vice President - Chief Financial Officer (principal financial officer)

48

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

I, David J. Field, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 9, 2022

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

1

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

I, Richard J. Schmaeling, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: May 9, 2022

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

1

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER

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

(i)    the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2022 (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, 2022

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

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

1

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

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

(i)    the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2022 (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, 2022

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

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

1

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2022	Apr. 30, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	01-14461
Entity Registrant Name	Audacy, Inc.
Entity Incorporation, State or Country Code	PA
Entity Tax Identification Number	23-1701044
Entity Address, Address Line One	2400 Market Street
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	Philadelphia
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19103
City Area Code	(610)
Local Phone Number	660-5610
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Title of 12(b) Security	Class A Common Stock, par value $.01 per share
Trading Symbol	AUD
Security Exchange Name	NYSE
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Entity Central Index Key	0001067837
Current Fiscal Year End Date	--12-31
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		139,473,913
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding (in shares)		4,045,199

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
ASSETS:
Cash	$ 35,580	$ 59,439
Restricted cash	2,458	0
Accounts receivable, net of allowance of $13,889 in 2022 and $15,084 in 2021	227,860	276,044
Prepaid expenses, deposits and other	86,720	68,146
Total current assets	352,618	403,629
Investments	3,005	3,005
Net property and equipment	393,895	376,028
Operating lease right-of-use assets	218,369	229,607
Radio broadcasting licenses	2,251,546	2,251,546
Goodwill	82,176	82,176
Assets held for sale	1,033	1,033
Other assets, net of accumulated amortization	70,126	74,865
TOTAL ASSETS	3,372,768	3,421,889
LIABILITIES:
Accounts payable	28,026	18,897
Accrued expenses	59,011	68,423
Other current liabilities	85,076	84,130
Operating lease liabilities	39,762	39,598
Long-term debt, current portion	0	22,727
Total current liabilities	211,875	233,775
Long-term debt, net of current portion	1,782,544	1,782,131
Operating lease liabilities, net of current portion	206,850	217,281
Net deferred tax liabilities	484,172	487,665
Other long-term liabilities	43,908	48,832
Total long-term liabilities	2,517,474	2,535,909
Total liabilities	2,729,349	2,769,684
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY:
Class A, B and C common stock	1,435	1,441
Additional paid-in capital	1,672,063	1,671,195
Accumulated deficit	(1,031,013)	(1,020,142)
Accumulated other comprehensive income (loss)	934	(289)
Total shareholders' equity	643,419	652,205
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 3,372,768	$ 3,421,889

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for credit loss	$ 13,889	$ 15,084

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
NET REVENUES	$ 275,295	$ 240,764
OPERATING EXPENSE:
Station operating expenses	227,045	212,495
Depreciation and amortization expense	13,539	11,592
Corporate general and administrative expenses	25,911	23,580
Restructuring charges	886	185
Impairment loss	1,521	644
Refinancing expenses	0	473
Net (gain) loss on sale or disposal	(2,458)	0
Other expenses	350	14
Total operating expense	266,794	248,983
OPERATING INCOME (LOSS)	8,501	(8,219)
NET INTEREST EXPENSE	23,471	21,160
Net (gain) loss on extinguishment of debt	0	8,168
OTHER (INCOME) EXPENSE	0	8,168
INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	(14,970)	(37,547)
INCOME TAX (BENEFIT) EXPENSE	(3,897)	(15,899)
NET INCOME (LOSS)	$ (11,073)	$ (21,648)
NET INCOME (LOSS) PER SHARE - BASIC (in dollars per share)	$ (0.08)	$ (0.16)
NET INCOME (LOSS) PER SHARE - DILUTED (in dollars per share)	$ (0.08)	$ (0.16)
WEIGHTED AVERAGE SHARES:
Basic (in shares)	138,122,432	135,379,321
Diluted (in shares)	138,122,432	135,379,321

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Statement of Comprehensive Income [Abstract]
NET INCOME (LOSS)	$ (11,073)	$ (21,648)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT):
Net unrealized gain (loss) on derivatives, net of taxes (benefit)	1,223	553
COMPREHENSIVE INCOME (LOSS)	$ (9,850)	$ (21,095)

XML

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock Common Class A	Common Stock Common Class B	Additional Paid-in Capital	Retained Earnings (Accumulated Deficit)	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Dec. 31, 2020		136,913,375	4,045,199
Beginning balance at Dec. 31, 2020	$ 644,738	$ 1,369	$ 40	$ 1,662,155	$ (1,017,037)	$ (1,789)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(21,648)				(21,648)
Compensation expense related to granting of stock awards (in shares)		291,347
Compensation expense related to granting of stock awards	2,578	$ 3		2,575
Exercise of stock options (in shares)		47,535
Exercise of stock options	15	$ 0		15
Purchase of vested employee restricted stock units (in shares)		(347,607)
Purchase of vested employee restricted stock units	(1,911)	$ (3)		(1,908)
Payment of dividends on common stock	(386)			(386)
Dividend equivalents, net of forfeitures	386				386
Net Change in Accumulated Derivative Unrealized Gain (Loss)	553					553
Ending balance (in shares) at Mar. 31, 2021		136,904,650	4,045,199
Ending balance at Mar. 31, 2021	624,325	$ 1,369	$ 40	1,662,451	(1,038,299)	(1,236)
Beginning balance (in shares) at Dec. 31, 2021		140,060,355	4,045,199
Beginning balance at Dec. 31, 2021	652,205	$ 1,401	$ 40	1,671,195	(1,020,142)	(289)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(11,073)				(11,073)
Compensation expense related to granting of stock awards (in shares)		(59,352)
Compensation expense related to granting of stock awards	2,698	$ (1)		2,699
Issuance of common stock related to the Employee Stock Purchase Plan (ESPP) (in shares)		61,009
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	$ 177	$ 1		176
Exercise of stock options (in shares)	0
Purchase of vested employee restricted stock units (in shares)		(621,876)
Purchase of vested employee restricted stock units	$ (1,839)	$ (6)		(1,833)
Payment of dividends on common stock	(174)			(174)
Dividend equivalents, net of forfeitures	202				202
Net Change in Accumulated Derivative Unrealized Gain (Loss)	1,223					1,223
Ending balance (in shares) at Mar. 31, 2022		139,440,136	4,045,199
Ending balance at Mar. 31, 2022	$ 643,419	$ 1,395	$ 40	$ 1,672,063	$ (1,031,013)	$ 934

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
OPERATING ACTIVITIES:
Net income (loss)	$ (11,073)	$ (21,648)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	13,539	11,592
Net amortization of deferred financing costs (net of original issue discount and debt premium)	1,002	193
Net deferred taxes (benefit) and other	(4,039)	(534)
Provision for bad debts	49	346
Net (gain) loss on sale or disposal	(2,458)	(2)
Non-cash stock-based compensation expense	2,698	2,578
Net loss on extinguishment of debt	0	8,168
Deferred compensation	(1,725)	1,263
Impairment loss	1,521	644
Change in fair value of contingent consideration	282	0
Changes in assets and liabilities (net of effects of acquisitions, and dispositions):
Accounts receivable	48,135	66,511
Prepaid expenses and deposits	(18,574)	(21,732)
Accounts payable and accrued liabilities	(9,202)	(1,018)
Other assets	0	(324)
Accrued interest expense	(1,454)	2,598
Accrued liabilities - long-term	(3,481)	(4,781)
Net cash provided by (used in) operating activities	15,220	43,854
INVESTING ACTIVITIES:
Additions to property, equipment and software	(14,522)	(7,280)
Proceeds from sale of property, equipment, intangibles and other assets	2,464	0
Purchases of businesses and audio assets	0	(15,297)
Net cash provided by (used in) investing activities	(12,058)	(22,577)
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt	0	12,000
Proceeds from issuance of long-term debt	0	540,000
Payments of long-term debt	0	(77,015)
Payments of revolving senior debt	(22,727)	(52,000)
Retirement of notes	0	(400,000)
Payment for debt issuance costs	0	(6,914)
Payment of call premium and other fees	0	(14,500)
Proceeds from issuance of employee stock plan	177	0
Proceeds from the exercise of stock options	0	15
Purchase of vested employee restricted stock units	(1,839)	(1,911)
Payment of dividend equivalents on vested restricted stock units	(174)	(386)
Net cash provided by (used in) financing activities	(24,563)	(711)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(21,401)	20,566
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	59,439	30,964
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	38,038	51,530
Cash paid (received) during the period for:
Interest	23,616	18,506
Income taxes	$ (15,201)	$ (493)

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BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

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

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

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and filed with the SEC on March 1, 2022, as part of the Company’s Annual Report on Form 10-K (the "2021 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2021 Annual Report.

COVID-19

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events.

The COVID-19 pandemic has had, and is expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the COVID-19 pandemic impacts the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time.

Consolidated VIE - AR Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 8, Long-Term Debt, below).

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

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

The SPV is a bankruptcy remote, limited liability company wholly owned by Audacy NY and its assets are not available to creditors of the Company, Audacy Operations or Audacy NY. Pursuant to the Receivables Facility, Audacy NY sells certain of its receivables and certain related rights to payment and obligations of Audacy NY with respect to such receivables, and certain other related rights to Audacy Receivables, LLC, which, in turn, obtains loans secured by the receivables from financial institutions (the “Lenders”). Amounts received from the Lenders, the pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Condensed Consolidated Balance Sheets. The aggregate principal amount of the loans made by the Lenders cannot exceed $75.0 million outstanding at any time. The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended.

The SPV is considered a Variable Interest Entity ("VIE") because its equity capitalization is insufficient to support its operations. The most significant activities that impact the economic performance of the SPV are decisions made to manage receivables. Audacy NY is considered the primary beneficiary and consolidates the SPV as it makes these decisions. No additional financial support was provided to the SPV during the three months ended March 31, 2022 or is expected to be provided in the future that was not previously contractually required. As of March 31, 2022, the SPV has $191.8 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility.

Consolidated VIE - Qualified Intermediary

Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the condensed consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period.

During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property.

The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement.

The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days.

Total results of operations of the VIE for the three months ended March 31, 2022 were not significant. The consolidated VIE had cash as of March 31, 2022, which was reflected as restricted cash on the condensed consolidated balance sheet. The VIE had no other assets or liabilities as of March 31, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2021 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows.

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BUSINESS COMBINATIONS AND EXCHANGES

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

BUSINESS COMBINATIONS AND EXCHANGES

BUSINESS COMBINATIONS AND EXCHANGES

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

2021 WideOrbit Streaming Acquisition

On October 20, 2021, the Company completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"), which included certain employees. The assets acquired included $31.5 million of developed technology and $8.0 million of intangible licenses. The Company determined this acquisition was a business combination. The Company will operate WideOrbit Streaming under the name AmperWave ("AmperWave"). The Company funded this acquisition through a draw on its revolving credit facility (the "Revolver"). Based upon the timing of the WideOrbit Streaming Acquisition, the Company's condensed consolidated financial statements for the period ended March 31, 2022, reflect the results of AmperWave. The Company's condensed consolidated financial statements for the period ended March 31, 2021 do not reflect the results of AmperWave.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. The Company recorded goodwill on its books. Management believes that this acquisition provides the Company with an opportunity to benefit from acquired technology, technical knowledge and trade secrets.

The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. The final valuation could be substantially different from the initial estimate.

	Preliminary Value
	(amounts in thousands)
Assets
Operating lease right-of-use assets	$	142
Net property and equipment	38
Other assets, net of accumulated amortization	39,532
Goodwill	520
Total intangible and other assets	40,052
Operating lease liabilities	(142)
Preliminary fair value of net assets acquired	$	40,090

2021 Urban One Exchange

On April 20, 2021, the Company completed a transaction with Urban One, Inc. ("Urban One") under which the Company exchanged its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company and Urban One began programming the respective stations under local marketing agreements ("LMAs") on November 23, 2020. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the four station cluster in Charlotte, North Carolina (the "divested stations") and included net revenues and station operating expenses associated with the stations in St. Louis, Missouri, Washington, D.C., and Philadelphia, Pennsylvania (the "acquired stations").

Upon completion of the Urban One Exchange, the Company: (i) removed from its condensed consolidated balance sheet the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the

acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Based upon the timing of the Urban One Exchange, the Company's condensed consolidated financial statements for the three months ended March 31, 2022: (a) reflect the results of the acquired stations; and (b) do not reflect the results of the divested stations. The Company's condensed consolidated financial statements for the three months ended March 31, 2021: (i) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect; and (ii) do not reflect the results of the divested stations.

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

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	$	2,254
Total tangible property	2,254
Radio broadcasting licenses	23,233
Total intangible assets	$	23,233
Total assets	$	25,487

2021 Podcorn Acquisition

On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earnout over the next two years (the "Podcorn Acquisition"). The Company's condensed consolidated financial statements for the three months ended March 31, 2022 reflect the results of Podcorn. The Company's condensed consolidated financial statements for the three months ended March 31, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition.

The Podcorn Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate. Since the acquisition date, fluctuation in the market-based inputs used to develop the discount rate resulted in an increase in the discount rate which was offset by a reduction in the payment period, and in total, resulted in a higher expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at March 31, 2022 increased to $9.1 million. Changes in the fair value of the contingent consideration are recorded to the Station Operating Expenses line item on the Statement of Operations.

The Company's fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. Using a residual method, any excess between the consideration paid and the fair value of net assets acquired was recorded as goodwill. Management believes that this acquisition provides the Company with an opportunity to benefit from customer relationships, technical knowledge and trade secrets.

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

	Final Value
	(amounts in thousands)
Assets
Cash	$	702
Prepaid expenses, deposits and other	18
Other assets, net of accumulated amortization	2,545
Goodwill	19,637
Deferred tax asset	72
Net working capital	63
Preliminary fair value of net assets acquired	$	23,037

Unaudited Pro Forma Summary of Financial Information

The following unaudited pro forma information for the three months ended March 31, 2021 assumes that the acquisitions in 2021 had occurred as of January 1, 2020.

Refer to information within this Note 2, Business Combinations, and to the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and filed with the SEC on March 1, 2022, for a description of the Company’s acquisition and disposition activities.

The unaudited pro forma information presented gives effect to certain adjustments, including: (i) depreciation and amortization of assets; (ii) change in the effective tax rate; (iii) merger and acquisition costs; and (iv) interest expense on any debt incurred to fund the acquisitions which would have been incurred had such acquisitions been consummated at an earlier time.

This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands except share and per share data)
	Actual		Pro Forma
Net revenues	$	275,295	$	242,374
Net income (loss)	$	(11,073)	$	(23,744)
Net income (loss) per common share - basic	$	(0.08)	$	(0.18)
Net income (loss) per common share - diluted	$	(0.08)	$	(0.18)
Weighted shares outstanding basic	138,122,432		135,379,321
Weighted shares outstanding diluted	138,122,432		135,379,321

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RESTRUCTURING CHARGES

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

RESTRUCTURING CHARGES

RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Workforce reduction	$	721	$	183
Other restructuring costs	165		2
Total restructuring charges	$	886	$	185

Restructuring Plan

During the first quarter of 2020, the Company initiated a restructuring plan to help mitigate the adverse impact that the COVID-19 pandemic is having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the COVID-19 pandemic. The restructuring plan primarily included workforce reduction charges that included one-time termination benefits and related costs to mitigate the adverse impacts of the COVID-19 pandemic.

The estimated amount of unpaid restructuring charges as of March 31, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year.

	Three Months Ended March 31, 2022		Twelve Months Ended December 31, 2021
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,623	$	2,988
Additions	886		5,671
Payments	(1,757)		(6,036)
Restructuring charges unpaid and outstanding	1,752		2,623
Restructuring charges - noncurrent portion	—		—
Restructuring charges - current portion	$	1,752	$	2,623

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REVENUE

3 Months Ended

Mar. 31, 2022

Revenues [Abstract]

REVENUE

REVENUE

Spot Revenues

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

Digital Revenues

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

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

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

Network Revenues

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

Sponsorship and Event Revenues

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

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

Other Revenues

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

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

Contract Balances

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.7 million and $2.8 million as of March 31, 2022 and December 31, 2021, respectively.

Description	March 31, 2022		December 31, 2021
	(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	$	226,137	$	273,217
Unearned revenue - current	10,778		10,638
Unearned revenue - noncurrent	455		474

Changes in Contract Balances

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

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

	Three Months Ended March 31, 2022
Description	Unearned Revenue
	(amounts in thousands)
Beginning balance on January 1, 2022	$	11,112
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(11,112)
Additions, net of revenue recognized during period	11,233
Ending balance	$	11,233

Disaggregation of Revenue

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

	Three Months Ended March 31,
	2022		2021
Revenue by Source	(amounts in thousands)
Spot revenues	$	175,135	$	154,294
Digital revenues	58,039		49,840
Network revenues	21,141		17,570
Sponsorships and event revenues	10,327		9,158
Other revenues	10,653		9,902
Net revenues	$	275,295	$	240,764

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LEASES

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

LEASES

LEASES

Leasing Guidance

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

Lease Expense

The components of lease expense were as follows:

	Three Months Ended March 31,
Lease Cost	2022		2021
	(amounts in thousands)
Operating lease cost	$	12,585	$	12,371
Variable lease cost	2,904		2,957
Total lease cost	$	15,489	$	15,328

Supplemental Cash Flow

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31,
Description	2022		2021
	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,610	$	13,694
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,769	$	6,432

As of March 31, 2022, the Company has not entered into any leases that have not yet commenced.

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INTANGIBLE ASSETS AND GOODWILL

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL

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

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

	Broadcasting Licenses Carrying Amount
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,251,546	$	2,229,016
Acquisitions (See Note 2)	—		23,233
Assets held for sale (See Note 14)	—		(703)
Ending period balance	$	2,251,546	$	2,251,546

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

	Goodwill Carrying Amount
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,723	$	1,042,762
Accumulated loss on impairment as of January 1,	(980,547)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	82,176		62,215
Acquisitions (See Note 2)	—		20,099
Measurement period adjustments to acquired goodwill (See Note 2)	—		(138)
Ending period balance	$	82,176	$	82,176

Broadcasting Licenses Impairment Test

During the fourth quarter of 2021, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company's markets and, accordingly, no impairment was recorded.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s broadcasting licenses below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which may be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2021 that indicated an interim review of broadcasting licenses was required.

Goodwill Impairment Test

In March 2021, the Company completed the Podcorn Acquisition. Cadence13, Pineapple and Podcorn represent a single podcasting division one level beneath the single operating segment. Since the operations are economically similar, Cadence13, Pineapple and Podcorn were aggregated into a single podcasting reporting unit for the quantitative impairment assessment conducted in the fourth quarter of 2021. During the fourth quarter of 2021, the Company completed its annual impairment test for its podcasting reporting unit and determined that the fair value of its podcast reporting unit was greater than the carrying value and, accordingly, no impairment was recorded.

During the fourth quarter of 2021, the Company completed its annual impairment test for the QLGG reporting unit and determined that the fair value of its QLGG reporting unit was greater than the carrying value and, accordingly, no impairment was recorded.

In October 2021, the Company completed the WideOrbit Streaming Acquisition. AmperWave represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the WideOrbit Streaming Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired goodwill approximated fair value.

If actual market conditions are less favorable than those projected by the industry or the Company, or if events occur or circumstances change that would reduce the fair value of the Company’s goodwill below the amount reflected in the condensed consolidated balance sheet, the Company may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2021 that indicated an interim review of goodwill was required.

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OTHER CURRENT LIABILITIES

3 Months Ended

Mar. 31, 2022

Other Liabilities Disclosure [Abstract]

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES

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

	Other Current Liabilities
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Accrued compensation	$	36,817	$	35,917
Accounts receivable credits	2,889		2,506
Advertiser obligations	3,717		2,504
Accrued interest payable	13,207		14,662
Unearned revenue	10,778		10,638
Unfavorable sports liabilities	4,492		4,492
Accrued benefits	6,841		6,894
Non-income tax liabilities	1,996		1,897
Other	4,339		4,620
Total other current liabilities	$	85,076	$	84,130

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LONG-TERM DEBT

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

LONG-TERM DEBT

LONG-TERM DEBT

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

	Long-Term Debt
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Credit Facility
Revolver	$	75,000	$	97,727
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	1,326		1,397
	708,741		731,539
2027 Notes
6.500% notes due May 1, 2027	470,000		470,000
Plus unamortized premium	3,778		3,964
	473,778		473,964
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility	75,000		75,000
Other debt	797		764
Total debt before deferred financing costs	1,798,316		1,821,267
Current amount of long-term debt	—		(22,727)
Deferred financing costs (excludes the revolving credit)	(15,772)		(16,409)
Total long-term debt, net of current debt	$	1,782,544	$	1,782,131
Outstanding standby letters of credit	$	6,069	$	6,069

(A) Senior Debt

The 2027 Notes

During 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly Entercom Media Corp.) ("Audacy Capital Corp."), issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "Initial 2027 Notes"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. The Initial 2027 Notes are governed by an indenture dated as of April 30, 2019 (the "Base Indenture"), as supplemented by a first supplemental indenture dated December 13, 2019 (the "First Supplemental Indenture"), (collectively, the "Indenture").

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

During the fourth quarter of 2021, Audacy Capital Corp., issued $45.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes were issued as additional notes under the Indenture. The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes (collectively, the "2027 Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional 2027 Notes were issued at a price of 100.750% of their principal amount. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the $470.0 million 2027 Notes.

The Credit Facility

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

The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2022. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of March 31, 2022, the Company’s Consolidated Net First Lien Leverage Ratio was 3.4 times.

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

As of March 31, 2022, the Company is in compliance with the financial covenant and all other terms of the Credit Facility in all material respects. The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations. The cash available from the Revolver is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing.

The 2029 Notes

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

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

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

The Credit Facility - Amendment No. 5

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

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

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

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

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

The Credit Facility - Amendment No. 6

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

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

Accounts Receivable Facility

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

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

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

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

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

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

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

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

The Receivables Facility will expire on July 15, 2024, unless earlier terminated or subsequently extended pursuant to the terms of the Receivables Purchase Agreement. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current portion, respectively, on the Condensed Consolidated Balance Sheet. At March 31, 2022, the Company had outstanding borrowings of $75.0 million under the Receivables Facility.

(B) Senior Unsecured Debt

The Senior Notes

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

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

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

(C) Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Interest expense	$	22,539	$	20,967
Amortization of deferred financing costs	1,259		1,041
Amortization of original issue premium of senior notes	(256)		(848)
Interest income and other investment income	(71)		—
Total net interest expense	$	23,471	$	21,160

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DERIVATIVE AND HEDGING ACTIVITIES

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE AND HEDGING ACTIVITIES

DERIVATIVE AND HEDGING ACTIVITIES

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

Hedge Accounting Treatment

As of March 31, 2022, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

Type Of Hedge	Notional Amount		Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts  in millions)							(amounts in millions)
				Cap	2.75%		Jun. 28, 2022	$	220.0
Collar	$	340.0	Jun. 25, 2019	Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$	340.0

For the three months ended March 31, 2022, the Company recorded the net change in the fair value of this derivative as a gain of $1.2 million (net of tax benefit of $0.4 million as of March 31, 2022) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of March 31, 2022, the fair value of these derivatives was an asset of $1.3 million, and is recorded within other assets, net of accumulated amortization on the condensed consolidated balance sheet. The Company does not expect to reclassify any of this amount to the condensed consolidated statement of operations over the next twelve months.

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2022 and December 31, 2021:

	Accumulated Derivative Gain (Loss)
Description	March 31, 2022		December 31, 2021
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	934	$	(289)

The following tables presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2022 and March 31, 2021:

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations
Three Months Ended March 31,
2022		2021		2022		2021
(amounts in thousands)
$	1,223	$	553	$	232	$	307

Undesignated Derivatives

The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on the Secured Overnight Financing Rate ("SOFR"), on the notional amount of the TRS. The TRS is designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees. As of March 31, 2022, the notional investments underlying the TRS amounted to $24.0 million. The contract term of the TRS is through March 2023 and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities.

For the three months ended March 31, 2022, the Company recorded the net change in the fair value of the TRS in station operating expenses and corporate, general and administrative expenses in the amount of a $1.4 million expense. Of this amount, a $0.5 million expense was recorded in corporate, general and administrative expenses and a $0.9 million expense was recorded in station operating expenses.

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NET INCOME (LOSS) PER COMMON SHARE

3 Months Ended

Mar. 31, 2022

Earnings Per Share, Basic and Diluted [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

NET INCOME (LOSS) PER COMMON SHARE

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands except per share data)
Basic Income (Loss) Per Share
Numerator
Net income (loss)	$	(11,073)	$	(21,648)
Denominator
Basic weighted average shares outstanding	138,122		135,379
Net income (loss) per share - Basic	$	(0.08)	$	(0.16)
Diluted Income (Loss) Per Share
Numerator
Net income (loss)	$	(11,073)	$	(21,648)
Denominator
Basic weighted average shares outstanding	138,122		135,379
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	138,122		135,379
Net income (loss) per share - Diluted	$	(0.08)	$	(0.16)

Disclosure of Anti-Dilutive Shares

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

	Three Months Ended March 31,
Impact Of Equity Issuances	2022		2021
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		588
Price range of options: from	$	3.54	$	4.88
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	1,073		84
RSUs excluded with service and market conditions as market conditions not met	75		—
Excluded shares as anti-dilutive when reporting a net loss	2,189		2,378

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SHARE-BASED COMPENSATION

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

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

Restricted Stock Units (“RSUs”) Activity

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

	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of March 31, 2022
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2021	7,342
RSUs awarded	March 31, 2022	—
RSUs released	March 31, 2022	(1,926)
RSUs forfeited	March 31, 2022	(59)
RSUs outstanding as of:	March 31, 2022	5,357		$	—	1.4	$	16,363
RSUs vested and expected to vest as of:	March 31, 2022	5,357		$	—	1.4	$	16,363
RSUs exercisable (vested and deferred) as of:	March 31, 2022	5		$	—	0.0	$	16
Weighted average remaining recognition period in years		2.0
Unamortized compensation expense		$	5,498

RSUs with Service and Market Conditions

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

Option Activity

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

	Three Months Ended March 31,
Option Exercise Data	2022		2021
	(amounts in thousands)
Intrinsic value of options exercised	$	—	$	241
Tax benefit from options exercised	$	—	$	64
Cash received from exercise price of options exercised	$	—	$	15

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

	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2022
	(amounts in thousands)
Options outstanding as of:	December 31, 2021	609		$	11.33
Options exercised	March 31, 2022	—		—
Options outstanding as of:	March 31, 2022	609		$	11.33	2.5	$	—
Options vested and expected to vest as of:	March 31, 2022	609		$	11.33	2.5	$	—
Options vested and exercisable as of:	March 31, 2022	609		$	11.33	2.5	$	—
Weighted average remaining recognition period in years		0.0
Unamortized compensation expense		$	—

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

			Options Outstanding			Options Exercisable
			(amounts in thousands)
Range of Exercise Prices			Number of Options Outstanding March 31, 2022	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2022	Weighted Average Exercise Price
From		To
$	3.54	7.01	67	7.2	5.40	67	$	5.40
$	9.66	13.98	542	2.0	12.06	542	$	12.06
$	3.54	13.98	609	2.5	11.33	609	$	11.33

Recognized Non-Cash Stock-Based Compensation Expense

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Station operating expenses	$	1,170	$	1,073
Corporate general and administrative expenses	1,820		1,667
Stock-based compensation expense included in operating expenses	2,990		2,740
Income tax benefit (1)	671		664
After-tax stock-based compensation expense	$	2,319	$	2,076

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

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INCOME TAXES

3 Months Ended

Mar. 31, 2022

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

Tax Rate for the Three Months Ended March 31, 2022

The Company recognized an income tax benefit at an effective income tax rate of 26.0% for the three months ended March 31, 2022. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense and discrete income tax expense related to stock based compensation.

On March 27, 2020, the United States enacted the CARES Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of net operating losses, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The Company was able to carryback its 2020 federal income tax loss to prior tax years and file a refund claim with the IRS for $15.2 million.

Tax Rate for the Three Months Ended March 31, 2021

The Company recognized an income tax benefit at an effective income tax rate of 42.3% for the three months ended March 31, 2021, which was determined using a forecasted rate based upon projected taxable income for the full year.

Net Deferred Tax Assets and Liabilities

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

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

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

	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2022		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	1,274	$	—	$	1,274	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	28,006	$	22,643	$	—	$	—	$	5,363
Contingent Consideration (4)	$	9,114	$	—	$	—	$	9,114	$	—
Description	Balance at December 31, 2021		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Liabilities
Deferred compensation plan liabilities (1)	$	32,730	$	26,839	$	—	$	—	$	5,891
Interest Rate Cash Flow Hedge (3)	$	394	$	—	$	394	$	—	$	—
Contingent Consideration (4)	$	8,783	$	—	$	—	$	8,783	$	—

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

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

(3)The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2021 and other assets, net of accumulated amortization at March 31, 2022, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate increased to 11.0% at March 31, 2022. This increase in the discount rate was offset by a reduction in the payment period which resulted in a higher expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at March 31, 2022 increased to $9.1 million. This balance is included in other long-term liabilities.

Non-Recurring Fair Value Measurements

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

During the three months ended March 31, 2022 and 2021, there were no events or changes in circumstances which indicated the Company’s broadcasting licenses, goodwill, investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable.

Fair Value of Financial Instruments Subject to Disclosures

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

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

	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	632,415	$	622,929	$	632,415	$	626,881
Revolver (2)	$	75,000	$	75,000	$	97,727	$	97,727
2029 Notes (3)	$	540,000	$	503,550	$	540,000	$	527,850
2027 Notes (3)	$	470,000	$	441,800	$	470,000	$	460,600
Accounts receivable facility (4)	$	75,000			$	75,000
Other debt (4)	$	797			$	764
Letters of credit (4)	$	6,069			$	6,069

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

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

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

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

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

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ASSETS HELD FOR SALE

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

Assets Held for Sale

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

During the fourth quarter of 2020, the Company announced that it had entered into an exchange agreement with Urban One, pursuant to which the Company would exchange its four station cluster in Charlotte, North Carolina for one station in St. Louis, Missouri, one station in Washington, D.C., and one station in Philadelphia, Pennsylvania (the "Urban One Exchange"). The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2020. In aggregate, these assets had a carrying value of $21.4 million.

Upon the closing of the Urban One Exchange on April 20, 2021, the Company: (i) removed the assets which had been classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. Refer to Note 2, Business Combinations, for additional information.

During the second quarter of 2021, the Company entered into an agreement with a third party to dispose of land and land improvements and equipment. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets had a carrying value of approximately $0.5 million. In the fourth quarter of 2021, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $4.6 million.

During the fourth quarter of 2021, the Company entered into an agreement with a third party to dispose of land, equipment and an FCC license in connection with a sale of a station in San Francisco, California. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale. In aggregate, these assets have a carrying value of approximately $1.0 million. The transaction is expected to close within one year.

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

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

	Assets Held for Sale
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Net property and equipment	330		330
Radio broadcasting licenses	703		703
Net assets held for sale	$	1,033	$	1,033

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SHAREHOLDERS' EQUITY

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

SHAREHOLDERS’ EQUITY

SHAREHOLDERS’ EQUITY

Dividend Equivalents

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

		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2022		December 31, 2021
		(amounts in thousands)
Short-term	Other current liabilities	$	240	$	351
Long-term	Other long-term liabilities	1		92
Total		$	241	$	443

Employee Stock Purchase Plan

Following the purchase of shares under the ESPP for the first quarter of 2020, the Company temporarily suspended the ESPP. The ESPP resumed on July 1, 2021. The following table presents the amount of shares purchased and non-cash compensation expense recognized in connection with the ESPP as of the periods indicated:

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Number of shares purchased	61		—
Non-cash compensation expense recognized	$	26	$	—

Share Repurchase Program

During the three months ended March 31, 2022, the Company did not repurchase any shares under the 2017 Share Repurchase Program. As of March 31, 2022, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program.

Shareholder Rights Agreement

On April 20, 2020, the Company entered into a Rights Agreement between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (as amended from time to time, the "Rights Agreement"), which was previously approved by the Board of Directors of the Company (the "Board of Directors").

The Rights Agreement expired on April 20, 2021.

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CONTINGENCIES AND COMMITMENTS	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES AND COMMITMENTS	CONTINGENCIES AND COMMITMENTSContingenciesThe Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on March 1, 2022

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SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTSEvents occurring after March 31, 2022, and through the date that these condensed consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

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BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Policies)

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Consolidation

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

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2021, and filed with the SEC on March 1, 2022, as part of the Company’s Annual Report on Form 10-K (the "2021 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the 2021 Annual Report.

Covid-19

COVID-19

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. While the full impact of this pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events.

The COVID-19 pandemic has had, and is expected to continue to have, a material impact on the Company's business operations, financial position, cash flows, liquidity, and capital resources and results of operations. The full extent to which the COVID-19 pandemic impacts the Company's business, results of operations, and financial condition will depend on future developments, which are highly uncertain and cannot be accurately estimated at this time.

Consolidated VIE

Consolidated VIE - AR Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable securitization facility (the "Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Company's Credit Facility (as defined in Note 8, Long-Term Debt, below).

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

Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments. The SPV is a bankruptcy remote, limited liability company wholly owned by Audacy NY and its assets are not available to creditors of the Company, Audacy Operations or Audacy NY. Pursuant to the Receivables Facility, Audacy NY sells certain of its receivables and certain related rights to payment and obligations of Audacy NY with respect to such receivables, and certain other related rights to Audacy Receivables, LLC, which, in turn, obtains loans secured by the receivables from financial institutions (the “Lenders”). Amounts received from the Lenders, the pledged receivables and the corresponding debt are included in Accounts receivable and Long-term debt, respectively, on the Condensed Consolidated Balance Sheets.

Consolidated VIE - Qualified Intermediary

Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the condensed consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period.

During 2022, the Company entered into an agreement with a third party QI, under which the Company entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property.

The QI is considered a VIE because its equity capitalization is insufficient to support its operations. The most significant activity that impacts the economic performance of the QI is its holding of proceeds from the sale of real property in an interest bearing account. The Company is considered the primary beneficiary as it has the right to direct the activities that were most significant to the VIE and the Company has the obligation to absorb losses or the right to receive returns that would be significant to the VIE during the period of the agreement.

The use of a QI in a like-kind exchange will enable the Company to reduce its current tax liability in connection with certain asset dispositions. Under Section 1031 of the Internal Revenue Code (the “Code”), the property to be exchanged in the like-kind exchange is required to be received by the Company within 180 days.

Total results of operations of the VIE for the three months ended March 31, 2022 were not significant. The consolidated VIE had cash as of March 31, 2022, which was reflected as restricted cash on the condensed consolidated balance sheet. The VIE had no other assets or liabilities as of March 31, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors. Refer to Note 15, Contingencies And Commitments, for additional information.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued (other than those included in the notes to the Company’s consolidated financial statements contained in its 2021 Annual Report) that might have a material impact on the Company’s financial position, results of operations or cash flows.

Revenue

Spot Revenues

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

Digital Revenues

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

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

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

Network Revenues

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

Sponsorship and Event Revenues

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

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

Other Revenues

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

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

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BUSINESS COMBINATIONS AND EXCHANGES (Tables)

3 Months Ended

Mar. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Allocation of Purchase Price of Assets Acquired

The allocations presented in the table below are based upon management's estimate of the fair values using valuation techniques including income, cost and market approaches. The following preliminary purchase price allocations are based upon the valuation of assets and these estimates and assumptions are subject to change as the Company obtains additional information during the measurement period, which may be up to one year from the acquisition date. The final valuation could be substantially different from the initial estimate.

	Preliminary Value
	(amounts in thousands)
Assets
Operating lease right-of-use assets	$	142
Net property and equipment	38
Other assets, net of accumulated amortization	39,532
Goodwill	520
Total intangible and other assets	40,052
Operating lease liabilities	(142)
Preliminary fair value of net assets acquired	$	40,090

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

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	$	2,254
Total tangible property	2,254
Radio broadcasting licenses	23,233
Total intangible assets	$	23,233
Total assets	$	25,487

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

	Final Value
	(amounts in thousands)
Assets
Cash	$	702
Prepaid expenses, deposits and other	18
Other assets, net of accumulated amortization	2,545
Goodwill	19,637
Deferred tax asset	72
Net working capital	63
Preliminary fair value of net assets acquired	$	23,037

Schedule of Business Acquisition, Pro Forma Information

This unaudited pro forma information has been prepared based on estimates and assumptions, which management believes are reasonable. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands except share and per share data)
	Actual		Pro Forma
Net revenues	$	275,295	$	242,374
Net income (loss)	$	(11,073)	$	(23,744)
Net income (loss) per common share - basic	$	(0.08)	$	(0.18)
Net income (loss) per common share - diluted	$	(0.08)	$	(0.18)
Weighted shares outstanding basic	138,122,432		135,379,321
Weighted shares outstanding diluted	138,122,432		135,379,321

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RESTRUCTURING CHARGES (Tables)

3 Months Ended

Mar. 31, 2022

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges

The following table presents the components of restructuring charges.

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Workforce reduction	$	721	$	183
Other restructuring costs	165		2
Total restructuring charges	$	886	$	185

Schedule of Restructuring Reserve

The estimated amount of unpaid restructuring charges as of March 31, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year.

	Three Months Ended March 31, 2022		Twelve Months Ended December 31, 2021
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,623	$	2,988
Additions	886		5,671
Payments	(1,757)		(6,036)
Restructuring charges unpaid and outstanding	1,752		2,623
Restructuring charges - noncurrent portion	—		—
Restructuring charges - current portion	$	1,752	$	2,623

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REVENUE (Tables)

3 Months Ended

Mar. 31, 2022

Revenues [Abstract]

Schedule of Contract Assets and Liabilities Balances and Changes

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $1.7 million and $2.8 million as of March 31, 2022 and December 31, 2021, respectively.

Description	March 31, 2022		December 31, 2021
	(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	$	226,137	$	273,217
Unearned revenue - current	10,778		10,638
Unearned revenue - noncurrent	455		474

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

	Three Months Ended March 31, 2022
Description	Unearned Revenue
	(amounts in thousands)
Beginning balance on January 1, 2022	$	11,112
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(11,112)
Additions, net of revenue recognized during period	11,233
Ending balance	$	11,233

Schedule of Disaggregation of Revenue

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

	Three Months Ended March 31,
	2022		2021
Revenue by Source	(amounts in thousands)
Spot revenues	$	175,135	$	154,294
Digital revenues	58,039		49,840
Network revenues	21,141		17,570
Sponsorships and event revenues	10,327		9,158
Other revenues	10,653		9,902
Net revenues	$	275,295	$	240,764

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LEASES (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Schedule of Components of Lease Expense Table

The components of lease expense were as follows:

	Three Months Ended March 31,
Lease Cost	2022		2021
	(amounts in thousands)
Operating lease cost	$	12,585	$	12,371
Variable lease cost	2,904		2,957
Total lease cost	$	15,489	$	15,328

Schedule of Supplemental Cash Flow Information

Supplemental cash flow information related to leases was as follows:

	Three Months Ended March 31,
Description	2022		2021
	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,610	$	13,694
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	2,769	$	6,432

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INTANGIBLE ASSETS AND GOODWILL (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Changes in Broadcasting License

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

	Broadcasting Licenses Carrying Amount
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,251,546	$	2,229,016
Acquisitions (See Note 2)	—		23,233
Assets held for sale (See Note 14)	—		(703)
Ending period balance	$	2,251,546	$	2,251,546

Schedule of Changes in Goodwill

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

	Goodwill Carrying Amount
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,723	$	1,042,762
Accumulated loss on impairment as of January 1,	(980,547)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	82,176		62,215
Acquisitions (See Note 2)	—		20,099
Measurement period adjustments to acquired goodwill (See Note 2)	—		(138)
Ending period balance	$	82,176	$	82,176

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OTHER CURRENT LIABILITIES (Tables)

3 Months Ended

Mar. 31, 2022

Other Liabilities Disclosure [Abstract]

Schedule of Other Current Liabilities

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

	Other Current Liabilities
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Accrued compensation	$	36,817	$	35,917
Accounts receivable credits	2,889		2,506
Advertiser obligations	3,717		2,504
Accrued interest payable	13,207		14,662
Unearned revenue	10,778		10,638
Unfavorable sports liabilities	4,492		4,492
Accrued benefits	6,841		6,894
Non-income tax liabilities	1,996		1,897
Other	4,339		4,620
Total other current liabilities	$	85,076	$	84,130

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LONG-TERM DEBT (Tables)

3 Months Ended

Mar. 31, 2022

Debt Disclosure [Abstract]

Schedule of Debt

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

	Long-Term Debt
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Credit Facility
Revolver	$	75,000	$	97,727
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	1,326		1,397
	708,741		731,539
2027 Notes
6.500% notes due May 1, 2027	470,000		470,000
Plus unamortized premium	3,778		3,964
	473,778		473,964
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility	75,000		75,000
Other debt	797		764
Total debt before deferred financing costs	1,798,316		1,821,267
Current amount of long-term debt	—		(22,727)
Deferred financing costs (excludes the revolving credit)	(15,772)		(16,409)
Total long-term debt, net of current debt	$	1,782,544	$	1,782,131
Outstanding standby letters of credit	$	6,069	$	6,069

Schedule of Net Interest Expense

The components of net interest expense are as follows:

	Net Interest Expense
	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Interest expense	$	22,539	$	20,967
Amortization of deferred financing costs	1,259		1,041
Amortization of original issue premium of senior notes	(256)		(848)
Interest income and other investment income	(71)		—
Total net interest expense	$	23,471	$	21,160

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DERIVATIVE AND HEDGING ACTIVITIES (Tables)

3 Months Ended

Mar. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Outstanding Derivatives

As of March 31, 2022, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

Type Of Hedge	Notional Amount		Effective Date	Collar	Fixed LIBOR Rate	Expiration Date	Notional Amount Decreases	Amount After Decrease
	(amounts  in millions)							(amounts in millions)
				Cap	2.75%		Jun. 28, 2022	$	220.0
Collar	$	340.0	Jun. 25, 2019	Floor	0.402%	Jun. 28, 2024	Jun. 28, 2023	$	90.0
Total	$	340.0

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

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2022 and December 31, 2021:

	Accumulated Derivative Gain (Loss)
Description	March 31, 2022		December 31, 2021
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	934	$	(289)

The following tables presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2022 and March 31, 2021:

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations
Three Months Ended March 31,
2022		2021		2022		2021
(amounts in thousands)
$	1,223	$	553	$	232	$	307

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share, Basic and Diluted [Abstract]

Schedule of Earnings Per Share Reconciliation

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands except per share data)
Basic Income (Loss) Per Share
Numerator
Net income (loss)	$	(11,073)	$	(21,648)
Denominator
Basic weighted average shares outstanding	138,122		135,379
Net income (loss) per share - Basic	$	(0.08)	$	(0.16)
Diluted Income (Loss) Per Share
Numerator
Net income (loss)	$	(11,073)	$	(21,648)
Denominator
Basic weighted average shares outstanding	138,122		135,379
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	138,122		135,379
Net income (loss) per share - Diluted	$	(0.08)	$	(0.16)

Schedule of Antidilutive Shares Excluded

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

	Three Months Ended March 31,
Impact Of Equity Issuances	2022		2021
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		588
Price range of options: from	$	3.54	$	4.88
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	1,073		84
RSUs excluded with service and market conditions as market conditions not met	75		—
Excluded shares as anti-dilutive when reporting a net loss	2,189		2,378

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SHARE-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Summary of Changes in RSUs

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

	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of March 31, 2022
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2021	7,342
RSUs awarded	March 31, 2022	—
RSUs released	March 31, 2022	(1,926)
RSUs forfeited	March 31, 2022	(59)
RSUs outstanding as of:	March 31, 2022	5,357		$	—	1.4	$	16,363
RSUs vested and expected to vest as of:	March 31, 2022	5,357		$	—	1.4	$	16,363
RSUs exercisable (vested and deferred) as of:	March 31, 2022	5		$	—	0.0	$	16
Weighted average remaining recognition period in years		2.0
Unamortized compensation expense		$	5,498

Summary of Stock Options Exercised

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

	Three Months Ended March 31,
Option Exercise Data	2022		2021
	(amounts in thousands)
Intrinsic value of options exercised	$	—	$	241
Tax benefit from options exercised	$	—	$	64
Cash received from exercise price of options exercised	$	—	$	15

Schedule of Option Activity

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

	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2022
	(amounts in thousands)
Options outstanding as of:	December 31, 2021	609		$	11.33
Options exercised	March 31, 2022	—		—
Options outstanding as of:	March 31, 2022	609		$	11.33	2.5	$	—
Options vested and expected to vest as of:	March 31, 2022	609		$	11.33	2.5	$	—
Options vested and exercisable as of:	March 31, 2022	609		$	11.33	2.5	$	—
Weighted average remaining recognition period in years		0.0
Unamortized compensation expense		$	—

Summary of Significant Ranges of Outstanding and Exercisable Options

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

			Options Outstanding			Options Exercisable
			(amounts in thousands)
Range of Exercise Prices			Number of Options Outstanding March 31, 2022	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2022	Weighted Average Exercise Price
From		To
$	3.54	7.01	67	7.2	5.40	67	$	5.40
$	9.66	13.98	542	2.0	12.06	542	$	12.06
$	3.54	13.98	609	2.5	11.33	609	$	11.33

Schedule of Non-Cash Stock-Based Compensation Expense

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Station operating expenses	$	1,170	$	1,073
Corporate general and administrative expenses	1,820		1,667
Stock-based compensation expense included in operating expenses	2,990		2,740
Income tax benefit (1)	671		664
After-tax stock-based compensation expense	$	2,319	$	2,076

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

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Schedule of Recurring Fair Value Measurements

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

	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2022		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (3)	$	1,274	$	—	$	1,274	$	—	$	—
Liabilities
Deferred compensation plan liabilities (1)	$	28,006	$	22,643	$	—	$	—	$	5,363
Contingent Consideration (4)	$	9,114	$	—	$	—	$	9,114	$	—
Description	Balance at December 31, 2021		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Liabilities
Deferred compensation plan liabilities (1)	$	32,730	$	26,839	$	—	$	—	$	5,891
Interest Rate Cash Flow Hedge (3)	$	394	$	—	$	394	$	—	$	—
Contingent Consideration (4)	$	8,783	$	—	$	—	$	8,783	$	—

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

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

(3)The Company’s interest rate collar, which is included in other long-term liabilities at December 31, 2021 and other assets, net of accumulated amortization at March 31, 2022, is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. Using an initial discount of 10.5%, the fair value of the contingent consideration was $7.7 million at the acquisition date. Due to fluctuation in the market-based inputs used to develop the discount rate, the discount rate increased to 11.0% at March 31, 2022. This increase in the discount rate was offset by a reduction in the payment period which resulted in a higher expected present value of the contingent consideration. As a result, the fair value of the contingent consideration at March 31, 2022 increased to $9.1 million. This balance is included in other long-term liabilities.

Schedule of Carrying Value of Financial Instruments

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

	March 31, 2022				December 31, 2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	632,415	$	622,929	$	632,415	$	626,881
Revolver (2)	$	75,000	$	75,000	$	97,727	$	97,727
2029 Notes (3)	$	540,000	$	503,550	$	540,000	$	527,850
2027 Notes (3)	$	470,000	$	441,800	$	470,000	$	460,600
Accounts receivable facility (4)	$	75,000			$	75,000
Other debt (4)	$	797			$	764
Letters of credit (4)	$	6,069			$	6,069

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

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

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

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

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

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ASSETS HELD FOR SALE (Tables)

3 Months Ended

Mar. 31, 2022

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Assets Held-for-sale by Major Category

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

	Assets Held for Sale
	March 31, 2022		December 31, 2021
	(amounts in thousands)
Net property and equipment	330		330
Radio broadcasting licenses	703		703
Net assets held for sale	$	1,033	$	1,033

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SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Schedule of Amounts Accrued and Unpaid on Unvested RSUs

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

		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2022		December 31, 2021
		(amounts in thousands)
Short-term	Other current liabilities	$	240	$	351
Long-term	Other long-term liabilities	1		92
Total		$	241	$	443

Schedule of ESPP Shares Purchased and Non-Cash Comp Expense

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

	Three Months Ended March 31,
	2022		2021
	(amounts in thousands)
Number of shares purchased	61		—
Non-cash compensation expense recognized	$	26	$	—

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BASIS OF PRESENTATION AND SIGNIFICANT POLICIES (Details) - USD ($)	Jul. 15, 2021	Mar. 31, 2022	Dec. 31, 2021
Variable Interest Entity [Line Items]
Accounts receivable from securitization, maximum amount	$ 75,000,000
Accounts receivable, after allowance for credit loss		$ 227,860,000	$ 276,044,000
Accounts receivable facility
Variable Interest Entity [Line Items]
Borrowing under the accounts receivable facility	$ 75,000,000
Accounts receivable, after allowance for credit loss		191,800,000
Carrying value of debt		$ 75,000,000	$ 75,000,000

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BUSINESS COMBINATIONS AND EXCHANGES - Narrative (Details) - USD ($) $ in Thousands				3 Months Ended
	Oct. 20, 2021	Apr. 20, 2021	Mar. 09, 2021	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Business Acquisition [Line Items]
Payments to acquire businesses				$ 0	$ 15,297
Performance period			2 years
Fair value of contingent consideration liability				$ 9,114		$ 8,783
2021 Wide Orbit Streaming
Business Acquisition [Line Items]
Payments to acquire businesses	$ 40,000
Intangible acquired	39,532
2021 Wide Orbit Streaming | Developed Technology Rights
Business Acquisition [Line Items]
Intangible acquired	31,500
2021 Wide Orbit Streaming | License
Business Acquisition [Line Items]
Intangible acquired	$ 8,000
2021 Urban One Exchange
Business Acquisition [Line Items]
Gain (loss) on disposition of business		$ 4,000
Podcorn
Business Acquisition [Line Items]
Payments to acquire businesses			$ 14,600
Intangible acquired			$ 2,545
Performance period			2 years
Contingent consideration, low			$ 0
Contingent consideration, high			45,200
Fair value of contingent consideration liability			$ 7,700

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BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Wide Orbit Streaming (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Oct. 20, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 82,176	$ 82,176		$ 62,215
2021 Wide Orbit Streaming
Business Acquisition [Line Items]
Operating lease right-of-use assets			$ 142
Net property and equipment			38
Other assets, net of accumulated amortization			39,532
Goodwill			520
Total intangible and other assets			40,052
Operating lease liabilities			(142)
Preliminary fair value of net assets acquired			$ 40,090

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BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Urban One Exchange (Details) - 2021 Urban One Exchange $ in Thousands	Apr. 20, 2021 USD ($)
Business Acquisition [Line Items]
Net property and equipment	$ 2,254
Radio broadcasting licenses	23,233
Total intangible assets	23,233
Total assets	$ 25,487

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BUSINESS COMBINATIONS AND EXCHANGES - Purchase Price Allocation for Podcorn (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 09, 2021	Dec. 31, 2020
Business Acquisition [Line Items]
Goodwill	$ 82,176	$ 82,176		$ 62,215
Podcorn
Business Acquisition [Line Items]
Cash			$ 702
Prepaid expenses, deposits and other			18
Other assets, net of accumulated amortization			2,545
Goodwill			19,637
Deferred tax asset			72
Net working capital			63
Preliminary fair value of net assets acquired			$ 23,037

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BUSINESS COMBINATIONS AND EXCHANGES - Pro forma summary of financials (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Business Acquisition, Pro Forma Information [Abstract]
Net revenues	$ 275,295	$ 242,374
Net income (loss)	$ (11,073)	$ (23,744)
Net income (loss) per common share - basic (in dollars per share)	$ (0.08)	$ (0.18)
Net income (loss) per common share - diluted (in dollars per share)	$ (0.08)	$ (0.18)
Weighted shares outstanding basic (in shares)	138,122,432	135,379,321
Weighted shares outstanding diluted (in shares)	138,122,432	135,379,321

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RESTRUCTURING CHARGES - Restructuring charges (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 886	$ 185
Workforce reduction
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	721	183
Other restructuring costs
Restructuring Cost and Reserve [Line Items]
Total restructuring charges	$ 165	$ 2

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RESTRUCTURING CHARGES - Accrued Restructuring (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Restructuring Reserve [Roll Forward]
Restructuring charges, beginning balance	$ 2,623	$ 2,988
Additions	886	5,671
Payments	(1,757)	(6,036)
Restructuring charges, ending balance	1,752	2,623
Restructuring charges - noncurrent portion	0	0
Restructuring charges - current portion	$ 1,752	$ 2,623

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REVENUE - Contract Balance (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Revenues [Abstract]
Receivables not generated	$ 1,700	$ 2,800
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts	226,137	273,217
Unearned revenue - current	10,778	10,638
Unearned revenue - noncurrent	$ 455	$ 474

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REVENUE - Changes in Contract Balances (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Contract With Customer, Liability [Roll Forward]
Beginning balance on January 1, 2022	$ 11,112
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(11,112)
Additions, net of revenue recognized during period	11,233
Ending balance	$ 11,233

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REVENUE - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Net revenues	$ 275,295	$ 240,764
Spot revenues
Disaggregation of Revenue [Line Items]
Net revenues	175,135	154,294
Digital revenues
Disaggregation of Revenue [Line Items]
Net revenues	58,039	49,840
Network revenues
Disaggregation of Revenue [Line Items]
Net revenues	21,141	17,570
Sponsorships and event revenues
Disaggregation of Revenue [Line Items]
Net revenues	10,327	9,158
Other revenues
Disaggregation of Revenue [Line Items]
Net revenues	$ 10,653	$ 9,902

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LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Leases [Abstract]
Operating lease cost	$ 12,585	$ 12,371
Variable lease cost	2,904	2,957
Total lease cost	$ 15,489	$ 15,328

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LEASES - Supplemental information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Supplemental Cash Flow Information [Abstract]
Cash paid for amounts included in measurement of lease liabilities - Operating cash flows from operating leases	$ 13,610	$ 13,694
Right-of-use assets obtained in exchange for lease obligations - Operating leases	$ 2,769	$ 6,432

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INTANGIBLE ASSETS AND GOODWILL - Changes in Carrying Value of Broadcasting Licenses (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Indefinite-lived Intangible Assets [Roll Forward]
Broadcasting licenses balance as of January 1,	$ 2,251,546	$ 2,229,016
Acquisitions	0	23,233
Assets held for sale	0	(703)
Ending period balance	$ 2,251,546	$ 2,251,546

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INTANGIBLE ASSETS AND GOODWILL - Changes in Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill balance before cumulative loss on impairment as of January 1,		$ 1,062,723	$ 1,042,762
Accumulated loss on impairment as of January 1,		(980,547)	$ (980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	$ 82,176	62,215
Acquisitions	0	20,099
Measurement period adjustments to acquired goodwill	0	(138)
Ending period balance	$ 82,176	$ 82,176

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INTANGIBLE ASSETS AND GOODWILL - Narrative (Details)	3 Months Ended
	Dec. 31, 2021 USD ($)
Podcasting Reporting Unit
Indefinite-lived Intangible Assets [Line Items]
Goodwill, impairment loss	$ 0
QLGG Reporting Unit
Indefinite-lived Intangible Assets [Line Items]
Goodwill, impairment loss	0
Licensing Agreements
Indefinite-lived Intangible Assets [Line Items]
Impairment charge	$ 0

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OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accounts Payable and Accrued Liabilities, Current [Abstract]
Accrued compensation	$ 36,817	$ 35,917
Accounts receivable credits	2,889	2,506
Advertiser obligations	3,717	2,504
Accrued interest payable	13,207	14,662
Unearned revenue	10,778	10,638
Unfavorable sports liabilities	4,492	4,492
Accrued benefits	6,841	6,894
Non-income tax liabilities	1,996	1,897
Other	4,339	4,620
Total other current liabilities	$ 85,076	$ 84,130

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LONG-TERM DEBT - Long Term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Debt Instrument [Line Items]
Total debt before deferred financing costs	$ 1,798,316	$ 1,821,267
Current amount of long-term debt	0	(22,727)
Deferred financing costs (excludes the revolving credit)	(15,772)	(16,409)
Total long-term debt, net of current debt	1,782,544	1,782,131
Outstanding standby letters of credit	6,069	6,069
Credit Facility
Debt Instrument [Line Items]
Plus unamortized premium	1,326	1,397
Total debt before deferred financing costs	708,741	731,539
Credit Facility | Revolver
Debt Instrument [Line Items]
Carrying value of debt	75,000	97,727
Credit Facility | Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Carrying value of debt	632,415	632,415
Senior Notes | 6.500% notes due May 1, 2027
Debt Instrument [Line Items]
Carrying value of debt	470,000	470,000
Plus unamortized premium	3,778	3,964
Total debt before deferred financing costs	$ 473,778	473,964
Debt instrument, stated percentage (percent)	6.50%
Senior Notes | #REF!
Debt Instrument [Line Items]
Carrying value of debt	$ 540,000	540,000
Total debt before deferred financing costs	$ 540,000	540,000
Debt instrument, stated percentage (percent)	6.75%		6.75%
Accounts receivable facility
Debt Instrument [Line Items]
Carrying value of debt	$ 75,000	75,000
Other debt
Debt Instrument [Line Items]
Total debt before deferred financing costs	$ 797	$ 764

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LONG-TERM DEBT - Senior Debt and Credit Facility (Details)		3 Months Ended			12 Months Ended
	Jul. 20, 2020 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)	Dec. 31, 2019 USD ($)
Debt Instrument [Line Items]
Consolidated leverage ratio		3.4
Refinancing expenses		$ 0		$ 473,000
6.500% notes due May 1, 2027
Debt Instrument [Line Items]
Notes issued		$ 470,000,000
Senior Secured Second-Lien Notes Due 2027 - Additional Notes
Debt Instrument [Line Items]
Notes issued			$ 45,000,000
Interest rate on notes			6.50%
Debt issuance price, percentage of principal (percent)			100.75%
Senior Notes
Debt Instrument [Line Items]
Consolidated leverage ratio		4.0
Refinancing expenses				500,000
Senior Notes | Senior secured second-lien notes due 2027
Debt Instrument [Line Items]
Notes issued					$ 425,000,000
Interest rate on notes					6.50%
Senior Notes | New Revolver
Debt Instrument [Line Items]
Long-term line of credit		$ 250,000,000
Senior Notes | Credit Facility
Debt Instrument [Line Items]
Covenant effective period		1 year
Senior Notes | Credit Facility | Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio		4.5
Senior Notes | #REF!
Debt Instrument [Line Items]
Notes issued				540,000,000
Debt issuance costs				6,600,000
Senior Notes | Revolver
Debt Instrument [Line Items]
Repayments of debt				40,000,000
Debt issuance costs attributable to the revolver				$ 400,000
Senior Notes | 7.25% senior unsecured notes, due November 1, 2024
Debt Instrument [Line Items]
Debt instrument, stated percentage (percent)				7.25%
Repayments of debt				$ 400,000,000
Term Loan | Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Repayments of debt				$ 77,000,000
Line of Credit | New Revolver
Debt Instrument [Line Items]
Minimum liquidity covenant	$ 75,000,000
Letter of credit fee (percent)	2.50%
Limitation on investments in joint ventures	$ 75,000,000.0
Line of Credit | New Revolver | Eurodollar
Debt Instrument [Line Items]
Spread on variable rate (percent)	2.50%
Line of Credit | New Revolver | Base Rate
Debt Instrument [Line Items]
Spread on variable rate (percent)	1.50%

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LONG-TERM DEBT - Accounts Receivable Facility (Details) - Accounts receivable facility - USD ($) $ in Thousands	Jul. 15, 2021	Mar. 31, 2022	Dec. 31, 2021
Debt Instrument [Line Items]
Borrowing under the accounts receivable facility	$ 75,000
Carrying value of debt		$ 75,000	$ 75,000

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LONG-TERM DEBT - Senior Unsecured Debt (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Nov. 17, 2017
Debt Instrument [Line Items]
Amortization of prepayment premium	$ 256	$ 848
Term B-2 Loan, due November 17, 2024
Debt Instrument [Line Items]
Wrote off of deferred debt issuance cost		1,300
Unsecured Debt | 7.25% senior unsecured notes, due November 1, 2024
Debt Instrument [Line Items]
Debt instrument, stated percentage (percent)			7.25%
Debt instrument, face amount			$ 400,000
Amortization of prepayment premium		14,500
Write-off of unamortized premium		8,700
Wrote off of deferred debt issuance cost		$ 1,000

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LONG-TERM DEBT - Net Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Debt Disclosure [Abstract]
Interest expense	$ 22,539	$ 20,967
Amortization of deferred financing costs	1,259	1,041
Amortization of original issue premium of senior notes	(256)	(848)
Interest income and other investment income	(71)	0
Total net interest expense	$ 23,471	$ 21,160

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DERIVATIVE AND HEDGING ACTIVITIES - Cash Flow Hedge (Details) - Designated as Hedging Instrument $ in Millions	Mar. 31, 2022 USD ($)
Derivative [Line Items]
Notional Amount	$ 340.0
Collar
Derivative [Line Items]
Notional Amount	340.0
Collar, Decrease Date June 28, 2022
Derivative [Line Items]
Amount After Decrease	220.0
Collar, Decrease Date June 28, 2023
Derivative [Line Items]
Amount After Decrease	$ 90.0
London Interbank Offered Rate (LIBOR) | Collar
Derivative [Line Items]
Derivative, cap interest rate	2.75%
Derivative, floor interest rate	0.402%

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DERIVATIVE AND HEDGING ACTIVITIES - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Collar
Derivative [Line Items]
Gain (loss) on derivatives	$ 1.2
Tax benefit on loss from derivatives	0.4
Total Return Swap | Not Designated as Hedging Instrument
Derivative [Line Items]
Derivative, notional amount	24.0
Benefit recorded as a result of change in fair value	1.4
Total Return Swap | Not Designated as Hedging Instrument | Corporate general and administrative expenses
Derivative [Line Items]
Benefit recorded as a result of change in fair value	0.5
Total Return Swap | Not Designated as Hedging Instrument | Station operating expenses
Derivative [Line Items]
Benefit recorded as a result of change in fair value	0.9
Assets
Derivative [Line Items]
Derivative liability, fair value, gross asset	$ 1.3

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DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Derivative Gain loss (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Accumulated derivative unrealized gain (loss)	$ 934	$ (289)

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DERIVATIVE AND HEDGING ACTIVITIES - Accumulated Net Derivative Gain (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net Change in Accumulated Derivative Unrealized Gain (Loss)	$ 1,223	$ 553
Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations	$ 232	$ 307

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NET INCOME (LOSS) PER COMMON SHARE - Basic and Diluted Net Income (loss) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Basic Income (Loss) Per Share
Net income (loss)	$ (11,073)	$ (21,648)
Basic weighted average shares outstanding (in shares)	138,122,432	135,379,321
Net income (loss) per share - Basic (in dollars per share)	$ (0.08)	$ (0.16)
Diluted Income (Loss) Per Share
Net income (loss)	$ (11,073)	$ (21,648)
Basic weighted average shares outstanding (in shares)	138,122,432	135,379,321
Effect of RSUs and options under the treasury stock method (in shares)	0	0
Diluted weighted average shares outstanding (in shares)	138,122,432	135,379,321
Net income (loss) per share - Diluted (in dollars per share)	$ (0.08)	$ (0.16)

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NET INCOME (LOSS) PER COMMON SHARE - Disclosure of Anti-Dilutive Shares (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss	2,189	2,378
Price range of options: from (in dollars per share)	$ 3.54
Price range of options: to (in dollars per share)	$ 13.98
RSUs with service conditions
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss	1,073	84
Share-based Payment Arrangement, Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss	609	588
Price range of options: from (in dollars per share)	$ 3.54	$ 4.88
Price range of options: to (in dollars per share)	$ 13.98	$ 13.98
RSUs | RSUs excluded with service and market conditions as market conditions not met
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Excluded shares as anti-dilutive when reporting a net loss	75	0

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SHARE-BASED COMPENSATION - Restricted Stock Units (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) plan $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity compensation plans | plan	2
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual terms, vested and deferred	0 years
RSUs
Number of Restricted Stock Units
Beginning of period balance (in shares)	7,342
Number of RSUs granted (in shares)	0
Number of RSUs released (in shares)	(1,926)
Number of RSUs forfeited (in shares)	(59)
End of period balance (in shares)	5,357
RSUs vested and expected to vest (in shares)	5,357
RSUs exercisable (vested and deferred) (in shares)	5
Weighted average remaining recognition period in years	2 years
Unamortized compensation expense | $	$ 5,498
Weighted Average Purchase Price
Options weighted average purchase price (in dollars per shares) | $ / shares	$ 0
Vested and expected to vest weighted average purchase price (in dollars per shares) | $ / shares	0
Other than options weighted average purchase price exercisable, (in dollars per shares) | $ / shares	$ 0
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual terms	1 year 4 months 24 days
Weighted average remaining contractual terms, vested and expected to vest	1 year 4 months 24 days
Weighted average remaining contractual terms, vested and deferred	0 years
Intrinsic Value
Aggregate intrinsic value | $	$ 16,363
Aggregate intrinsic value, vested and expected to vest | $	16,363
Aggregate intrinsic value, vested and deferred | $	$ 16

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SHARE-BASED COMPENSATION - Option Exercise Data (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Payment Arrangement [Abstract]
Intrinsic value of options exercised	$ 0	$ 241
Tax benefit from options exercised	0	64
Cash received from exercise price of options exercised	$ 0	$ 15

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SHARE-BASED COMPENSATION - Option Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Number of Options
Options beginning (in shares) | shares	609
Options exercised (in shares) | shares	0
Options ending (in shares) | shares	609
Options vested and expected to vest (in shares) | shares	609
Options vested and exercisable (in shares) | shares	609
Weighted average remaining recognition period in years	0 years
Unamortized compensation expense | $	$ 0
Weighted Average Exercise Price
Weighted average exercise price - beginning (in dollars per shares) | $ / shares	$ 11.33
Weighted average exercise price - exercised (in dollars per shares) | $ / shares	0
Weighted average exercise price - ending (in dollars per shares) | $ / shares	11.33
Weighted average exercise price - vested and expected (in dollars per shares) | $ / shares	11.33
Weighted average exercise price - vested and exercisable (in dollars per shares) | $ / shares	$ 11.33
Weighted Average Remaining Contractual Term (Years)
Weighted average remaining contractual life, outstanding	2 years 6 months
Weighted average remaining contractual life, vested and expected to vest	2 years 6 months
Weighted average remaining contractual life, vested and exercisable	2 years 6 months
Intrinsic Value
Intrinsic value, outstanding | $	$ 0
Intrinsic value, vested and expected to vest | $	0
Intrinsic value, vested and exercisable | $	$ 0

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SHARE-BASED COMPENSATION - Outstanding and Exercisable Options (Details) - $ / shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price range of options: from (in dollars per share)	$ 3.54
Price range of options: to (in dollars per share)	$ 13.98
Options outstanding number (in shares)	609	609
Options outstanding, weighted average remaining contractual term	2 years 6 months
Options outstanding, weighted average exercise price (in dollars per share)	$ 11.33	$ 11.33
Options, vested and expected to vest, exercisable, number (in shares)	609
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)	$ 11.33
Exercise Prices One
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price range of options: from (in dollars per share)	3.54
Price range of options: to (in dollars per share)	$ 7.01
Options outstanding number (in shares)	67
Options outstanding, weighted average remaining contractual term	7 years 2 months 12 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 5.40
Options, vested and expected to vest, exercisable, number (in shares)	67
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)	$ 5.40
Exercise Prices Two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Price range of options: from (in dollars per share)	9.66
Price range of options: to (in dollars per share)	$ 13.98
Options outstanding number (in shares)	542
Options outstanding, weighted average remaining contractual term	2 years
Options outstanding, weighted average exercise price (in dollars per share)	$ 12.06
Options, vested and expected to vest, exercisable, number (in shares)	542
Options, vested and expected to vest, exercisable, weighted average exercise price (in dollars per share)	$ 12.06

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SHARE-BASED COMPENSATION - Non Cash Stock Based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense included in operating expenses	$ 2,990	$ 2,740
Income tax benefit	671	664
After-tax stock-based compensation expense	2,319	2,076
Station operating expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense included in operating expenses	1,170	1,073
Corporate general and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense included in operating expenses	$ 1,820	$ 1,667

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INCOME TAXES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Tax Examination [Line Items]
Effective income, percent	26.00%	42.30%
CARES Act
Income Tax Examination [Line Items]
Income Tax Refund Claim	$ 15.2

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Recurring Fair Value Measurements (Details) $ in Thousands	Mar. 09, 2021 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Liabilities
Contingent Consideration		$ 9,114	$ 8,783
Performance period	2 years
Podcorn
Liabilities
Contingent Consideration	$ 7,700
Performance period	2 years
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow
Liabilities
Discount rate (percent)	0.105	0.110
Assets
Assets
Interest Rate Cash Flow Hedge		$ 1,274
Liabilities
Liabilities
Deferred compensation plan liabilities		28,006	32,730
Interest Rate Cash Flow Hedge			394
Quoted prices in active markets Level 1
Liabilities
Contingent Consideration		0	0
Quoted prices in active markets Level 1 | Assets
Assets
Interest Rate Cash Flow Hedge		0
Quoted prices in active markets Level 1 | Liabilities
Liabilities
Deferred compensation plan liabilities		22,643	26,839
Interest Rate Cash Flow Hedge			0
Significant other observable inputs Level 2
Liabilities
Contingent Consideration		0	0
Significant other observable inputs Level 2 | Assets
Assets
Interest Rate Cash Flow Hedge		1,274
Significant other observable inputs Level 2 | Liabilities
Liabilities
Deferred compensation plan liabilities		0	0
Interest Rate Cash Flow Hedge			394
Significant unobservable inputs Level 3
Liabilities
Contingent Consideration		9,114	8,783
Significant unobservable inputs Level 3 | Assets
Assets
Interest Rate Cash Flow Hedge		0
Significant unobservable inputs Level 3 | Liabilities
Liabilities
Deferred compensation plan liabilities		0	0
Interest Rate Cash Flow Hedge			0
Fair Value Measured at Net Asset Value
Liabilities
Contingent Consideration		0	0
Fair Value Measured at Net Asset Value | Assets
Assets
Interest Rate Cash Flow Hedge		0
Fair Value Measured at Net Asset Value | Liabilities
Liabilities
Deferred compensation plan liabilities		$ 5,363	5,891
Interest Rate Cash Flow Hedge			$ 0

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FAIR VALUE OF FINANCIAL INSTRUMENTS - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Term B Loans | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 632,415	$ 632,415
Term B Loans | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	622,929	626,881
Revolver | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	75,000	97,727
Revolver | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	75,000	97,727
2029 Notes | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	540,000	540,000
2029 Notes | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	503,550	527,850
2027 Notes | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	470,000	470,000
2027 Notes | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	441,800	460,600
Accounts receivable facility | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	75,000	75,000
Other debt | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	797	764
Letters of credit | Carrying Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of debt	$ 6,069	$ 6,069

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ASSETS HELD FOR SALE - Narrative (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations $ in Thousands		3 Months Ended
	Apr. 20, 2021 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2022 USD ($)	Jun. 30, 2021 USD ($)	Dec. 31, 2020 USD ($) station
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of asset, consideration		$ 1,033	$ 1,033
Gain on sale	$ 4,000
Equipment And Broadcasting License
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of asset, consideration					$ 21,400
Land And Land Improvements And Equipment
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of asset, consideration				$ 500
Gain on sale		4,600
Land And Equipment, Sacramento CA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Disposal of asset, consideration		$ 1,000
Transaction completion period		1 year
Urban One, Inc. | NORTH CAROLINA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stations to be exchanged | station					4
Urban One, Inc. | MISSOURI
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stations to be exchanged | station					1
Urban One, Inc. | DISTRICT OF COLUMBIA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stations to be exchanged | station					1
Urban One, Inc. | PENNSYLVANIA
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of stations to be exchanged | station					1

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ASSETS HELD FOR SALE - Assets Held for sale (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Long Lived Assets Held-for-sale [Line Items]
Net property and equipment	$ 330	$ 330
Radio broadcasting licenses	703	703
Net assets held for sale	$ 1,033	$ 1,033

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SHAREHOLDERS' EQUITY - Dividend Equivalent Liability (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Stockholders' Equity Note [Abstract]
Short-term	$ 240	$ 351
Long-term	1	92
Total	$ 241	$ 443

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SHAREHOLDERS' EQUITY - Employee Stock Purchase Plan (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Class of Stock [Line Items]
Non-cash compensation expense recognized	$ 2,990	$ 2,740
Employee Stock Purchase Plan
Class of Stock [Line Items]
Number of shares purchased (in shares)	61	0
Non-cash compensation expense recognized	$ 26	$ 0

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SHAREHOLDERS' EQUITY - Share Repurchase Program (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($) shares
Stockholders' Equity Note [Abstract]
Common stock repurchase (in shares) | shares	0
Available for future share repurchases | $	$ 41.6