AUDACY, INC. - Quarter Report: 2020 September (Form 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 September 30, 2020


☐			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

Entercom Communications Corp.

(Exact name of registrant as specified in its charter)


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

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

ETM

New York Stock Exchange

Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share

Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share

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 – 133,939,973 Shares Outstanding as of October 31, 2020

(Class A Shares Outstanding include 2,641,477 unvested and vested but deferred restricted stock units)

Class B common stock, $0.01 par value – 4,045,199 Shares Outstanding as of October 31, 2020.

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ENTERCOM COMMUNICATIONS CORP.

INDEX


Table of Contents		Page
	Part I – Financial Information
Item 1	Condensed Consolidated Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4	Controls and Procedures	47

	Part II – Other Information
Item 1	Legal Proceedings	48
Item 1A	Risk Factors	48
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3	Defaults Upon Senior Securities	49
Item 4	Mine Safety Disclosures	49
Item 5	Other Information	49
Item 6	Exhibits	50

	Signatures	52

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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.

iii

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PART I

FINANCIAL INFORMATION

ITEM 1. Condensed Consolidated Financial Statements

ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)


	SEPTEMBER 30, 2020		DECEMBER 31, 2019
ASSETS:
Cash	$	32,369	$	20,393

Accounts receivable, net of allowance of $19,143 in 2020 and $17,515 in 2019	233,392		378,912
Prepaid expenses, deposits and other	50,805		25,375
Total current assets	316,566		424,680
Investments	3,305		3,305
Property and equipment, net	344,119		350,666
Operating lease right-of-use assets	236,986		259,613
Radio broadcasting licenses	2,491,732		2,508,121
Goodwill	43,892		43,920
Assets held for sale	509		10,188
Other assets, net	32,525		43,185

TOTAL ASSETS	$	3,469,634	$	3,643,678

LIABILITIES:
Accounts payable	$	10,822	$	5,961
Accrued expenses	56,846		76,078
Other current liabilities	78,678		76,837
Operating lease liabilities	36,636		35,335
Long-term debt, current portion	5,488		16,377
Total current liabilities	188,470		210,588
Long-term debt, net of current portion	1,654,183		1,697,114
Operating lease liabilities, net of current portion	230,032		253,346
Net deferred tax liabilities	536,320		549,658
Other long-term liabilities	56,942		51,529
Total long-term liabilities	2,477,477		2,551,647
Total liabilities	2,665,947		2,762,235

CONTINGENCIES AND COMMITMENTS

SHAREHOLDERS' EQUITY:
Class A, B and C common stock	1,380		1,379
Additional paid-in capital	1,659,950		1,655,781
Accumulated deficit	(855,405)		(775,578)
Accumulated other comprehensive income (loss)	(2,238)		(139)
Total shareholders' equity	803,687		881,443
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,469,634	$	3,643,678

See notes to condensed consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)


	THREE MONTHS ENDED				NINE MONTHS ENDED
	SEPTEMBER 30,
	2020		2019		2020		2019
NET REVENUES	$	268,505	$	386,141	$	741,403	$	1,075,811

OPERATING EXPENSE:
Station operating expenses	228,671		273,112		668,195		801,267
Depreciation and amortization expense	12,547		11,183		37,665		33,252
Corporate general and administrative expenses	14,526		19,412		42,039		57,662
Integration costs	—		689		490		3,280
Restructuring charges	1,206		1,577		10,310		5,953
Impairment loss	11,814		—		17,021		—
Merger and acquisition costs	—		434		61		476
Other expenses related to financing	—		—		—		1,864
Net time brokerage agreement (income) fees	—		13		—		106
Net (gain) loss on sale or disposal of assets	—		231		(228)		(2,683)
Total operating expense	268,764		306,651		775,553		901,177
OPERATING INCOME (LOSS)	(259)		79,490		(34,150)		174,634
Interest expense	20,846		25,256		66,109		75,420
Loss on extinguishment of debt	—		—		—		1,781


INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	(21,105)		54,234		(100,259)		97,433
INCOME TAX (BENEFIT) EXPENSE	(4,227)		16,026		(20,432)		30,110
NET INCOME (LOSS)	(16,878)		38,208		(79,827)		67,323






NET INCOME (LOSS) PER SHARE - BASIC	$	(0.13)	$	0.28	$	(0.59)	$	0.49



NET INCOME (LOSS) PER SHARE - DILUTED	$	(0.13)	$	0.28	$	(0.59)	$	0.49
WEIGHTED AVERAGE SHARES:
Basic	134,735,075		136,449,453		134,753,276		137,944,486
Diluted	134,735,075		136,452,995		134,753,276		138,295,091

See notes to condensed consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

(unaudited)


	THREE MONTHS ENDED				NINE MONTHS ENDED
	September 30,
	2020		2019		2020		2019
NET INCOME (LOSS)	$	(16,878)	$	38,208	$	(79,827)	$	67,323

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT):
Net unrealized gain (loss) on derivatives, net of taxes (benefit)	515		(353)		(2,099)		(577)

COMPREHENSIVE INCOME (LOSS)	$	(16,363)	$	37,855	$	(81,926)	$	66,746

See notes to condensed consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.

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, 2018	137,180,213	$	1,372	4,045,199	$	40	$	1,693,512	$	(360,664)	$	—	$	1,334,260
Net income (loss)	—	—		—	—		—		3,125		—		3,125
Compensation expense related to granting of stock awards	1,406,722	14		—	—		3,559		—		—		3,573
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	84,958	1		—	—		378		—		—		379
Exercise of stock options	180,300	2		—	—		242		—		—		244

Purchase of vested employee restricted stock units	(204,499)	(2)		—	—		(1,424)		—		—		(1,426)
Payment of dividends on common stock	—	—		—	—		(12,913)		—		—		(12,913)
Dividend equivalents, net of forfeitures	—	—		—	—		(463)		—		—		(463)
Application of amended leasing guidance	—	—		—	—		—		4,719		—		4,719
Balance, March 31, 2019	138,647,694	$	1,387	4,045,199	$	40	$	1,682,891	$	(352,820)	$	—	$	1,331,498
Net income (loss)	—	—		—	—		—		25,992		—		25,992
Compensation expense related to granting of stock awards	(38,774)	—		—	—		3,393		—		—		3,393
Issuance of common stock related to the ESPP	73,791	1		—	—		363		—		—		364

Purchase of vested employee restricted stock units	(216,828)	(2)		—	—		(1,298)		—		—		(1,300)
Payment of dividends on common stock	—	—		—	—		(13,140)		—		—		(13,140)
Dividend equivalents, net of forfeitures	—	—		—	—		1,059		—		—		1,059
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(224)		(224)
Balance, June 30, 2019	138,465,883	$	1,386	4,045,199	$	40	$	1,673,268	$	(326,828)	$	(224)	$	1,347,642
Net income (loss)	—	—		—	—		—		38,208		—		38,208
Compensation expense related to granting of stock awards	18,232	—		—	—		3,165		—		—		3,165
Issuance of common stock related to the ESPP	100,965	1		—	—		287		—		—		288
Common stock repurchase	(5,000,000)	(50)		—	—		(18,290)		—		—		(18,340)

Purchase of vested employee restricted stock units	(1,408)	—		—	—		(4)		—		—		(4)
Payment of dividends on common stock	—	—		—	—		(2,684)		—		—		(2,684)
Dividend equivalents, net of forfeitures	—	—		—	—		(52)		—		—		(52)
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(353)		(353)
Balance, September 30, 2019	133,583,672	$	1,337	4,045,199	$	40	$	1,655,690	$	(288,620)	$	(577)	$	1,367,870

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ENTERCOM COMMUNICATIONS CORP.

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, 2019	133,867,621	$	1,339	4,045,199	$	40	$	1,655,781	$	(775,578)	$	(139)	$	881,443
Net income (loss)	—	—		—	—		—		(9,138)		—		(9,138)
Compensation expense related to granting of stock awards	440,129	4		—	—		4,113		—		—		4,117
Issuance of common stock related to the ESPP	165,756	2		—	—		239		—		—		241

Purchase of vested employee restricted stock units	(432,472)	(4)		—	—		(1,390)		—		—		(1,394)
Payment of dividends on common stock	—	—		—	—		(3,221)		—		—		(3,221)
Dividend equivalents, net of forfeitures	—	—		—	—		493		—		—		493
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(2,354)		(2,354)

Balance, March 31, 2020	134,041,034	$	1,341	4,045,199	$	40	$	1,656,015	$	(784,716)	$	(2,493)	$	870,187
Net income (loss)	—	—		—	—		—		(53,811)		—		(53,811)
Compensation expense related to granting of stock awards	(30,040)	—		—	—		2,274		—		—		2,274

Purchase of vested employee restricted stock units	(41,002)	(1)		—	—		(52)		—		—		(53)
Payment of dividends on common stock	—	—		—	—		(189)		—		—		(189)
Dividend equivalents, net of forfeitures	—	—		—	—		162		—		—		162
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(260)		(260)
Balance, June 30, 2020	133,969,992	$	1,340	4,045,199	$	40	$	1,658,210	$	(838,527)	$	(2,753)	$	818,310
Net income (loss)	—	—		—	—		—		(16,878)		—		(16,878)
Compensation expense related to granting of stock awards	(20,625)	—		—	—		1,784		—		—		1,784




Dividend equivalents, net of forfeitures	—	—		—	—		(44)		—		—		(44)
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		515		515
Balance, September 30, 2020	133,949,367	$	1,340	4,045,199	$	40	$	1,659,950	$	(855,405)	$	(2,238)	$	803,687

See notes to condensed consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	NINE MONTHS ENDED SEPTEMBER 30,
	2020		2019
OPERATING ACTIVITIES:
Net income (loss)	$	(79,827)	$	67,323
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	37,665		33,252
Net amortization of deferred financing costs (net of original issue discount and debt premium)	396		(21)
Net deferred taxes (benefit) and other	(13,338)		1,596
Provision for bad debts	12,576		3,354
Net (gain) loss on sale or disposal of assets	(228)		(2,683)
Non-cash stock-based compensation expense	6,168		10,131
Net loss on extinguishment of debt	—		1,781
Deferred compensation	738		3,956
Impairment loss	17,021		—
Accretion expense, net of asset retirement obligation adjustments	46		48
Changes in assets and liabilities (net of effects of acquisitions, and dispositions):
Accounts receivable	132,944		(22,715)
Prepaid expenses, deposits and other	(25,430)		(4,765)
Accounts payable and accrued liabilities	(23,006)		5,951
Accrued interest expense	14,053		15,729
Accrued liabilities - long-term	2,198		(8,393)
Net cash provided by (used in) operating activities	81,976		104,544

INVESTING ACTIVITIES:
Additions to property and equipment	(20,706)		(61,572)
Proceeds from sale of radio stations and other assets	10,416		27,818
Purchases of radio stations	—		(15,767)
Additions to amortizable intangible assets	(1,199)		(2,003)
Purchases of investments	—		(1,500)

Net cash provided by (used in) investing activities	(11,489)		(53,024)

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ENTERCOM COMMUNICATIONS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	NINE MONTHS ENDED SEPTEMBER 30,
	2020		2019
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt	146,749		159,000
Net proceeds from the notes	—		325,000
Payments of long-term debt	(14,622)		(425,000)
Payments of revolving senior debt	(186,022)		(205,000)
Payment for debt issuance costs	—		(3,910)
Proceeds from issuance of employee stock plan	241		1,031
Proceeds from the exercise of stock options	—		244
Purchase of vested employee restricted stock units	(1,447)		(2,730)
Payment of dividends on common stock	(2,692)		(27,594)
Payment of dividend equivalents on vested restricted stock units	(718)		(1,144)
Repurchase of common stock	—		(18,340)
Net cash provided by (used in) financing activities	(58,511)		(198,443)

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	11,976		(146,923)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR	20,393		192,258
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	32,369	$	45,335

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	51,482	$	61,163
Income taxes	$	3,957	$	18,481

See notes to condensed consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

1. BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

The interim unaudited condensed consolidated financial statements included herein have been prepared by Entercom Communications Corp. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the 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, 2019, and filed with the SEC on March 2, 2020, as part of the Company’s Annual Report on Form 10-K. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020.

COVID-19

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has led to emergency measures to combat its spread, including government-issued stay-at-home orders, implementation of travel bans, restrictions and limitations on social gatherings, closures of factories, schools, public buildings and businesses and has forced the implementation of alternative work arrangements. These emergency measures have had and are expected to continue to have an adverse effect on the Company's business and operations. While the full impact of this outbreak is not yet known, the Company is closely monitoring the spread of COVID-19 and continually assessing its effects on the Company, including how it has and will continue to impact advertisers, professional sports and live events.

In response to the COVID-19 pandemic, the Company has taken certain measures to mitigate the resultant financial impact, including, but not limited to: (i) temporary salary reductions implemented across senior management and the broader organization; (ii) temporary freezing of contractual salary increases in 2020; (iii) furlough and termination of select employees; (iv) suspension of new employee hiring, travel and entertainment, 401(k) matching program, employee stock purchase program, and quarterly dividend program; and (v) reduction of sales and promotions spend as well as certain consulting and other discretionary expenses.

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.

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 as noted below or those included in the notes to the Company’s consolidated financial statements contained in its Form 10-K for the year ended December 31, 2019, that was filed with the SEC on March 2, 2020) that might have a material impact on the Company’s financial position, results of operations or cash flows.

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Income Taxes

In December 2019, the accounting guidance for income taxes was amended to simplify accounting for certain income tax transactions. The amended accounting guidance made changes to, among other items, accounting for intraperiod tax allocations and interim period tax accounting where the year-to-date loss exceeds the expected annual loss. The Company implemented the amended accounting guidance for income taxes on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period.

Measurement of Credit Losses

In June 2016, the accounting guidance for the measurement of credit losses on financial instruments was amended to provide financial statement users with more information about the expected credit losses on financial instruments and other commitments to extend credit. The amended guidance replaced the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to determine credit loss estimates. The amended guidance eliminated the probable initial recognition threshold and, in turn, reflects an entity's current estimate of all expected credit losses. The amended guidance does not specify the method for measuring expected credit losses, and the Company is permitted to apply methods that reasonably reflect its expectations of the credit loss estimate. The Company implemented the amended accounting guidance for measurement of credit losses on January 1, 2020, without a need to make an adjustment to retained earnings. There was no impact to previously reported results of operations for any interim period.

Reclassifications

Certain reclassifications have been made to the prior years' notes to the condensed consolidated financial statements to conform to the presentation in the current year, which did not have a material impact on the Company's previously reported financial statements.

2. BUSINESS COMBINATIONS

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 for book purposes and amortized for tax purposes.

2019 Cadence13 Acquisition

On October 16, 2019, the Company completed its acquisition of Cadence13, Inc. ("Cadence13") by purchasing the remaining shares in Cadence13 that it did not already own. The Company initially acquired a 45% interest in Cadence13 in July 2017. The Company acquired the remaining interest in Cadence13 for a purchase price of $24.3 million in cash plus working capital (the "Cadence13 Acquisition").

In connection with this step acquisition of Cadence13, the Company remeasured its previously held equity interest to fair value and recognized a gain of $5.3 million and removed the investment in Cadence13 from its records. Upon completion of the Cadence13 Acquisition, the Company recorded the assets acquired and liabilities assumed at fair value.

Based on the timing of the Cadence13 Acquisition, the Company's condensed consolidated financial statements for the nine and three months ended September 30, 2020, reflect the results of Cadence13's operations. The Company's condensed consolidated financial statements for the nine and three months ended September 30, 2019, do not reflect the results of Cadence13's operations.

The allocations presented in the table below are based upon management's estimates of the fair values using valuation techniques including income, cost and market approaches.

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			Measurement
	Preliminary Value		Period Adjustment		As Adjusted
	(amounts in thousands)
Assets
Property, plant and equipment	$	654	$	—	$	654
Total tangible property	654		—		654
Operating lease right-of-use asset	62		—		62
Deferred tax asset	2,900		28		2,928
Cadence13 brand	5,977		—		5,977
Goodwill	31,392		(28)		31,364
Total tangible and other assets	40,331		—		40,331
Operating lease liabilities	(985)		—		(985)
Net working capital	(757)		—		(757)
Preliminary fair value of net assets acquired	$	39,243	$	—	$	39,243

The aggregate fair value purchase price allocation for the assets acquired in the Cadence13 Acquisition as reported on the Company's Form 10-K filed with the SEC on March 2, 2020, was revised during nine months ended September 30, 2020 due to a change to the deferred tax assets associated with the acquired company which resulted in a decrease to acquired goodwill.

2019 Pineapple Street Media Acquisition

On July 19, 2019, the Company completed a transaction to acquire the assets of Pineapple Street Media (“Pineapple”) for a purchase price of $14.0 million in cash plus working capital (the “Pineapple Acquisition”). Upon completion of the Pineapple Acquisition, the Company recorded the assets acquired and liabilities assumed at fair value.

Based on this timing, the Company’s condensed consolidated financial statements for the nine and three months ended September 30, 2020 reflect the results of Pineapple’s operations. The Company’s condensed consolidated financial statements for the nine and three months ended September 30, 2019 reflect the results of Pineapple's operations for the portion of the periods after the completion of the Pineapple Acquisition.

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
Accounts receivable	$	997
Pineapple Street Media brand	1,793
Goodwill	12,445

Total assets	$	15,235
Unearned revenue	238
Accounts payable	30
Total liabilities	$	268
Final fair value of net assets acquired	$	14,967

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2019 Cumulus Exchange

On February 13, 2019, the Company entered into an agreement with Cumulus Media Inc. (“Cumulus”) under which the Company exchanged three of its stations in Indianapolis, Indiana for two Cumulus stations in Springfield, Massachusetts, and one Cumulus station in New York City, New York (the “Cumulus Exchange”). The Company and Cumulus began programming the respective stations under local marketing agreements (“LMAs”) on March 1, 2019. Upon completion of the Cumulus Exchange on May 9, 2019, the Company: (i) removed from its records 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 loss on the exchange transaction of approximately $1.8 million.

Based on the timing of the Cumulus Exchange, the Company’s condensed consolidated financial statements for the nine and three months ended September 30, 2020: (i) reflect the results of the acquired stations; and (ii) do not reflect the results of the divested stations. The Company’s condensed consolidated financial statements for the nine months ended September 30, 2019: (i) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect and after the completion of the Cumulus Exchange; and (ii) reflect the results of the divested stations for the portion of the period until the commencement date of the LMAs. The Company's condensed consolidated financial statements for the three months ended September 30, 2019: (i) reflect the results of the stations acquired in the Cumulus Exchange; and (ii) do not reflect the results of the divested stations.

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



	Final Value
	(amounts in thousands)
Assets
Equipment	$	844
Total tangible property	844
Radio broadcasting licenses	19,576
Goodwill	2,080
Total intangible and other assets	21,656
Total assets	$	22,500
Final fair value of net assets acquired	$	22,500

Integration Costs

The Company incurred integration costs of $0.5 million and $3.3 million during the nine months ended September 30, 2020 and September 30, 2019, respectively. Integration costs were expensed as a separate line item in the condensed consolidated statements of operations. These costs primarily relate to change management consultants and technology-related costs incurred subsequent to the CBS Radio business acquisition in November 2017 (the "Merger").

Unaudited Pro Forma Summary of Financial Information

The following unaudited pro forma information for the nine and three months ended September 30, 2020 and September 30, 2019 assumes that the acquisitions in 2019 had occurred as of January 1, 2019.

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, 2019, and filed with the SEC on March 2, 2020, 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.

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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 September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(amounts in thousands except share and per share data)
	Actual		Pro Forma		Actual		Pro Forma
Net revenues	$	268,505	$	398,182	$	741,403	$	1,112,202



Net income (loss)	$	(16,878)	$	40,199	$	(79,827)	$	66,596


Net income (loss) per common share - basic	$	(0.13)	$	0.29	$	(0.59)	$	0.48


Net income (loss) per common share - diluted	$	(0.13)	$	0.29	$	(0.59)	$	0.48
Weighted shares outstanding basic	134,735,075		136,449,453		134,753,276		137,944,486
Weighted shares outstanding diluted	134,735,075		136,452,995		134,753,276		138,295,091

3. RESTRUCTURING CHARGES

Restructuring Charges

Restructuring charges were expensed as a separate line item in the condensed consolidated statements of operations.

The components of restructuring charges are as follows:


	Nine Months Ended September 30,
	2020		2019
	(amounts in thousands)

Workforce reduction	10,218		5,283
Other restructuring costs	92		670
Total restructuring charges	$	10,310	$	5,953


	Three Months Ended September 30,
	2020		2019
	(amounts in thousands)

Workforce reduction	1,149		1,489
Other restructuring costs	57		88
Total restructuring charges	$	1,206	$	1,577

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.

During the fourth quarter of 2017, the Company initiated a restructuring plan as a result of the integration of radio stations acquired from CBS Radio Inc. ("CBS Radio") in November 2017. The restructuring plan included: (i) workforce reduction and realignment charges that included one-time termination benefits and related costs; and (ii) costs associated with realigning radio stations within the overlap markets between CBS Radio and the Company.

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The estimated amount of unpaid restructuring charges as of September 30, 2020 includes amounts in accrued expenses that are expected to be paid in less than one year and long-term restructuring costs for lease abandonment costs covering the remaining non-cancellable lease term.


	Nine Months Ended September 30, 2020		Twelve Months Ended December 31, 2019
	(amounts in thousands)
Restructuring charges, beginning balance	$	4,251	$	7,077
Additions	10,310		6,976
Payments	(11,533)		(9,802)
Restructuring charges unpaid and outstanding	3,028		4,251
Restructuring charges - noncurrent portion	(1,052)		(1,483)
Restructuring charges - current portion	$	1,976	$	2,768

4. REVENUE

The following is a description of principal activities from which the Company generates its 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, RADIO.COM and eventful.com, 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 Cadence13, the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

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

Network Revenues

The Company sells air-time on the Company's Entercom 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.

Sponsorships 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

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of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, as 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 $2.2 million and $5.1 million as of September 30, 2020 and December 31, 2019, respectively.


Description	September 30, 2020		December 31, 2019
	(amounts in thousands)
Receivables, included in "Accounts receivable net of allowance for doubtful accounts"	$	231,211	$	376,504
Unearned revenue - current	11,814		9,894
Unearned revenue - noncurrent	1,499		2,113

Changes in Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables, 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 sheet on a contract-by-contract basis at the end of each respective reporting period within the other current liabilities and other long-term liabilities line items.

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


	Nine Months Ended September 30, 2020
Description	Unearned Revenue
	(amounts in thousands)
Beginning balance on January 1, 2020	$	12,007
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(1,936)
Additional amounts recognized during period	3,242
Ending balance	$	13,313

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Disaggregation of Revenue

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


	Nine Months Ended September 30,
	2020		2019
Revenue by Source	(amounts in thousands)
Spot revenues	$	488,891	$	805,161
Digital revenues	131,188		98,430
Network revenues	56,889		56,260
Sponsorships and event revenues	32,871		61,684
Other revenues	31,564		54,276
Net revenues	$	741,403	$	1,075,811


	Three Months Ended September 30,
	2020		2019
Revenue by Source	(amounts in thousands)
Spot revenues	$	183,011	$	288,927
Digital revenues	47,337		33,473
Network revenues	18,908		23,035
Sponsorships and event revenues	8,776		22,470
Other revenues	10,473		18,236
Net revenues	$	268,505	$	386,141

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:


	Nine Months Ended September 30,
Lease Cost	2020		2019
	(amounts in thousands)
Operating lease cost	$	36,664	$	37,733
Variable lease cost	7,808		$	7,029
Short-term lease cost	—		$	182
Total lease cost	$	44,472	$	44,944

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	Three Months Ended September 30,
Lease Cost	2020		2019
	(amounts in thousands)
Operating lease cost	$	12,351	$	12,682
Variable lease cost	2,610		2,478
Short-term lease cost	—		5
Total lease cost	$	14,961	$	15,165

Supplemental Cash Flow

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended September 30,
Description	2020		2019
	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	44,572	$	38,991
Right-of-use assets obtained in exchange for lease obligations
Operating leases (1)	$	6,826	$	304,650

(1)ROU assets obtained in exchange for lease obligations in 2019 include transition liabilities upon implementation of the amended leasing guidance, as well as new leases entered into during the nine months ended September 30, 2019.

As of September 30, 2020, 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.


	Broadcasting Licenses Carrying Amount
	September 30, 2020		December 31, 2019
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,508,121	$	2,516,625
Disposition of radio stations (See Note 2)	—		(17,940)
Acquisitions (See Note 2)	—		19,576
Loss on impairment	(15,957)		—
Assets held for sale (See Note 14)	(432)		(10,140)
Ending period balance	$	2,491,732	$	2,508,121

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


	Goodwill Carrying Amount
	September 30, 2020		December 31, 2019
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,024,467	$	982,663
Accumulated loss on impairment as of January 1,	(980,547)		(443,194)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	43,920		539,469
Loss on impairment during year	—		(537,353)
Dispositions (See Note 2)	—		(4,862)
Acquisitions (See Note 2)	—		46,666
Measurement period adjustments to acquired goodwill (See Note 2)	(28)		—
Ending period balance	$	43,892	$	43,920

Interim Impairment Assessment

In evaluating whether events or changes in circumstances indicate that an interim impairment assessment is required, management considers several factors in determining whether it is more likely than not that the carrying value of the Company’s broadcasting licenses or goodwill exceeds the fair value of the Company’s broadcasting licenses or goodwill. The analysis considers: (i) macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets; (ii) industry and market considerations such as deterioration in the environment in which the Company operates, an increased competitive environment, a change in the market for the Company’s products or services, or a regulatory or political development; (iii) cost factors such as increases in labor or other costs that have a negative effect on earnings and cash flows; (iv) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; (v) other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, bankruptcy, or litigation; (vi) events affecting a reporting unit such as a change in the composition or carrying amount of the Company’s net assets; and (vii) a sustained decrease in the Company’s share price.

The Company evaluates the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the carrying value of the Company’s broadcasting licenses and goodwill and their respective fair value amounts, including positive mitigating events and circumstances.

Subsequent to the annual impairment test conducted during the fourth quarter of 2019, the Company continued to monitor these factors listed above. Due to the current economic and market conditions related to the COVID-19 pandemic, and a contraction in the expected future economic and market conditions utilized in the annual impairment test conducted in the fourth quarter of 2019, the Company determined that the changes in circumstances warranted an interim impairment assessment on its broadcasting licenses during the second quarter of the current year. Due to changes in facts and circumstances, the Company revised its estimates with respect to projected operating performance and discount rates used in the interim impairment assessment.

Subsequent to the interim impairment assessment conducted during the second quarter of the current year, the Company continued to monitor these factors listed above. Due to the current economic and market conditions related to the COVID-19 pandemic, and a further contraction in the expected future economic and market conditions utilized in the interim impairment assessment conducted in the second quarter of the current year, primarily a decrease in market-specific revenue forecasts, the Company determined that changes in circumstances warranted an interim impairment assessment on certain of its broadcasting license during the third quarter of the current year.

After assessing the totality of events and circumstances listed above, the Company determined that it was more likely than not that the fair value of the Company's goodwill, which is solely attributable to the podcasting reporting unit, was greater than its carrying amount. Accordingly, the Company did not conduct an impairment test on its goodwill during the current year.

Broadcasting Licenses Impairment Test

During the second quarter of the current year, the Company completed an interim impairment test for its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company

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determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company’s markets and, accordingly, recorded an impairment loss of $4.1 million, ($3.0 million, net of tax).

During the third quarter of the current year, the Company completed an interim impairment test for certain of its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $11.8 million, ($8.7 million, net of tax).

Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The Company determines the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a 10-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. The Company’s fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions include, but are not limited to: (i) the discount rate; (ii) the profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values.

The methodology used by the Company in determining its key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, the Company believes that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value.

Assumptions and Results - Broadcasting Licenses

The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments for each respective period.

Estimates And Assumptions

Third Quarter 2020

Second Quarter 2020

Fourth Quarter 2019

Discount rate

7.50

8.00

8.50

Operating profit margin ranges expected for average stations in the markets where the Company operates

24% to 36%

22% to 36%

18% to 36%

Forecasted growth rate (including long-term growth rate) range of the Company's markets

0.0% to 0.7%

0.0% to 0.8%

The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its broadcasting licenses. These estimates and assumptions could be materially different from actual results.

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.

Goodwill Impairment Test

The Company determined that it was more likely than not that the fair value of the podcasting reporting unit's goodwill exceeded its carrying value. Accordingly, the Company did not proceed with conducting an interim impairment assessment during the current year.

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.

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7. OTHER CURRENT LIABILITIES

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


	Other Current Liabilities
	September 30, 2020		December 31, 2019
	(amounts in thousands)
Accrued compensation	$	22,378	$	28,871
Accounts receivable credits	1,733		3,798
Advertiser obligations	3,621		4,095
Accrued interest payable	23,934		9,882
Unearned revenue	11,814		9,894

Unfavorable sports liabilities	4,634		4,634
Accrued benefits	4,983		6,321
Non-income tax liabilities	1,723		1,685
Income taxes payable	185		3,925
Other	3,673		3,732
Total other current liabilities	$	78,678	$	76,837

8. LONG-TERM DEBT

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


	Long-Term Debt
	September 30, 2020		December 31, 2019
	(amounts in thousands)
Credit Facility
Revolver	$	77,727	$	117,000
Term B-2 Loan, due November 17, 2024	755,378		770,000
Plus unamortized premium	1,752		1,968
	834,857		888,968
Notes
6.500% notes due May 1, 2027	425,000		425,000
Plus unamortized premium	4,489		5,000
	429,489		430,000
Senior Notes
7.25% senior unsecured notes, due November 1, 2024	400,000		400,000
Plus unamortized premium	9,912		11,732
	409,912		411,732

Other debt	808		873
Total debt before deferred financing costs	1,675,066		1,731,573
Current amount of long-term debt	(5,488)		(16,377)
Deferred financing costs (excludes the revolving credit)	(15,395)		(18,082)
Total long-term debt	$	1,654,183	$	1,697,114
Outstanding standby letters of credit	$	6,834	$	5,862

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(A) Senior Debt

The Company's credit agreement (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. 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.

Credit Facility - Amendment No. 5

On July 20, 2020, Entercom Media Corp., a wholly-owned subsidiary of the Company, 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.

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 September 30, 2020, 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.

(B) Net Interest Expense

The components of net interest expense are as follows:

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	Net Interest Expense
	Nine Months Ended September 30,
	2020		2019
	(amounts in thousands)
Interest expense	$	65,783	$	76,190
Amortization of deferred financing costs	2,942		2,227
Amortization of original issue discount (premium) of senior notes	(2,546)		(2,248)
Interest income and other investment income	(70)		(749)
Total net interest expense	$	66,109	$	75,420


	Net Interest Expense
	Three Months Ended September 30,
	2020		2019
	(amounts in thousands)
Interest expense	$	20,723	$	25,203
Amortization of deferred financing costs	999		755
Amortization of original issue discount (premium) of senior notes	(849)		(678)
Interest income and other investment income	(27)		(24)
Total net interest expense	$	20,846	$	25,256

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 September 30, 2020, 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)

Cap

2.75%

Jun. 28, 2021

340.0

Collar

460.0

Jun. 25, 2019

Floor

0.402%

Jun. 28, 2024

Jun. 28, 2022

220.0

Jun. 28, 2023

90.0

Total

460.0

For the nine months ended September 30, 2020, the Company recorded the net change in the fair value of this derivative as a loss of $2.9 million (net of a tax benefit of $0.8 million as of September 30, 2020) 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 September 30, 2020, the fair value of these derivatives was a liability of $3.1 million, and is recorded as other long-term liabilities on the condensed consolidated balance sheet. The Company expects to reclassify approximately $1.1 million of this amount to the condensed consolidated statement of operations over the next twelve months.

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The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of September 30, 2020 and December 31, 2019:


	Accumulated Derivative Gain (Loss)
Description	September 30, 2020		December 31, 2019
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	(2,238)	$	(139)

The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine and three months ended September 30, 2020 and September 30, 2019.


Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Nine Months Ended September 30,
2020		2019		2020		2019
(amounts in thousands)
$	(2,099)	$	(577)	$	364	$	—


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 September 30,
2020		2019		2020		2019
(amounts in thousands)
$	515	$	(353)	$	249	$	—

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 equity market risks associated with its non-qualified deferred compensation plan liabilities. The Company pays a floating rate, based on LIBOR, 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 September 30, 2020, the notional investments underlying the TRS amounted to $23 million. The contract term of the TRS is through April 2021 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 nine months ended September 30, 2020, 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 $3.7 million benefit. Of this amount, a $1.7 million benefit was recorded in corporate, general and administrative expenses and a $2.0 million benefit 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 September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
	(amounts in thousands except per share data)
Basic Income (Loss) Per Share
Numerator



Net income (loss)	$	(16,878)	$	38,208	$	(79,827)	$	67,323
Denominator
Basic weighted average shares outstanding	134,735		136,449		134,753		137,944



Net income (loss) per share - Basic	$	(0.13)	$	0.28	$	(0.59)	$	0.49
Diluted Income (Loss) Per Share
Numerator



Net income (loss)	$	(16,878)	$	38,208	$	(79,827)	$	67,323
Denominator
Basic weighted average shares outstanding	134,735		136,449		134,753		137,944
Effect of RSUs and options under the treasury stock method	—		4		—		351
Diluted weighted average shares outstanding	134,735		136,453		134,753		138,295



Net income (loss) per share - Diluted	$	(0.13)	$	0.28	$	(0.59)	$	0.49

Disclosure of Anti-Dilutive Shares

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


	Three Months Ended September 30,				Nine Months Ended September 30,
Impact Of Equity Issuances	2020		2019		2020		2019
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	609		545		609		549
Price range of options: from	$	3.54	$	6.43	$	3.54	$	6.43
Price range of options: to	$	13.98	$	13.98	$	13.98	$	13.98
RSUs with service conditions	2,464		3,555		2,626		1,939
RSUs excluded with service and market conditions as market conditions not met	199		70		199		70
Excluded shares as anti-dilutive when reporting a net loss	—		—		73		—

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11. SHARE-BASED COMPENSATION

Under the Entercom Equity Compensation Plan (the “Plan”), the Company is authorized to issue share-based compensation awards to key employees, directors and consultants.

Restricted Stock Units (“RSUs”) Activity

The following is a summary of the changes in RSUs under the Plan during the current year-to-date period ended September 30, 2020:


	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of September 30, 2020
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2019	3,861
RSUs awarded	September 30, 2020	580
RSUs released	September 30, 2020	(1,599)
RSUs forfeited	September 30, 2020	(190)
RSUs outstanding as of:	September 30, 2020	2,652		$	—	1.2	$	4,296
RSUs vested and expected to vest as of:	September 30, 2020	2,652		$	—	1.2	$	4,296
RSUs exercisable (vested and deferred) as of:	September 30, 2020	41		$	—	0	$	67
Weighted average remaining recognition period in years		2.0
Unamortized compensation expense		$	12,073

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:


	Nine Months Ended September 30,
Option Exercise Data	2020		2019
	(amounts in thousands)
Intrinsic value of options exercised	$	—	$	1,272
Tax benefit from options exercised (1)	$	—	$	73
Cash received from exercise price of options exercised	$	—	$	244


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

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The following table presents the option activity under the Plan during the current year-to-date period ended September 30, 2020:


	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of September 30 2020
	(amounts in thousands)
Options outstanding as of:	December 31, 2019	543		$	12.06
Options granted	September 30, 2020	66		5.40



Options outstanding as of:	September 30, 2020	609		$	11.33	4.0	$	—
Options vested and expected to vest as of:	September 30, 2020	609		$	11.33	4.0	$	—
Options vested and exercisable as of:	September 30, 2020	543		$	12.06	3.5	$	—
Weighted average remaining recognition period in years		0.7
Unamortized compensation expense		$	37

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


			Options Outstanding			Options Exercisable
Range of Exercise Prices			Number of Options Outstanding September 30, 2020	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable September 30, 2020	Weighted Average Exercise Price
From		To
$	3.54	7.01	66,775	8.7	5.40	—	$	—
$	9.66	13.98	542,582	3.5	12.06	542,582	$	12.06
$	3.54	13.98	609,357	4.0	11.33	542,582	$	12.06

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:


	Nine Months Ended September 30,
	2020		2019
	(amounts in thousands)
Station operating expenses	$	1,552	$	3,765
Corporate general and administrative expenses	4,616		6,521
Stock-based compensation expense included in operating expenses	6,168		10,286
Income tax benefit (1)	1,452		2,258
After-tax stock-based compensation expense	$	4,716	$	8,028

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	Three Months Ended September 30,
	2020		2019
	(amounts in thousands)
Station operating expenses	$	524	$	1,107
Corporate general and administrative expenses	1,421		2,234
Stock-based compensation expense included in operating expenses	1,945		3,341
Income tax benefit (1)	480		770
After-tax stock-based compensation expense	$	1,465	$	2,571

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

12. INCOME TAXES

Tax Rates for the Nine Months and Three Months Ended September 30, 2020

The Company recognized an income tax benefit for the nine and three months ended September 30, 2020 at effective income tax rates of 20.4% and 20.0%, respectively, which was determined using a forecasted rate based upon projected taxable income for the full year. The effective income tax rate for the period was impacted by a discrete income tax expense item related to the shortfall associated with share-based awards.

The Company estimates that its 2020 annual tax rate before discrete items, will be between 22% and 24%. The Company anticipates that it will be able to utilize certain net operating loss carryforwards to reduce future payments of federal and state income taxes.

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 the 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 determined the CARES Act will not have a material impact on its overall income tax expense.

Tax Rates for the Nine Months and Three Months Ended September 30, 2019

The effective income tax rates were 30.9% and 29.5% for the nine months and three months ended September 30, 2019, respectively, 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. The Company's net deferred tax liabilities primarily relate to differences between book and tax bases of certain indefinite-lived intangible assets (broadcasting licenses). A reversal of deferred tax liabilities may occur when indefinite-lived intangible assets become impaired or are sold.

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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. During the periods presented, there were no transfers between fair value hierarchical levels.


	Fair Value Measurements At Reporting Date
Description	Balance at September 30, 2020		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)	$	30,728	$	24,380	$	—	$	—	$	6,348
Interest Rate Cash Flow Hedge (3)	$	3,051	$	—	$	3,051	$	—	$	—

Description	Balance at December 31, 2019		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)	$	33,229	$	25,592	$	—	$	—	$	7,637
Interest Rate Cash Flow Hedge (3)	$	189	$	—	$	189	$	—	$	—

(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, 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.

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 second quarter of 2020, the Company reviewed the fair value of its broadcasting licenses. As a result of this assessment, the Company concluded that certain of its broadcasting licenses were impaired as the fair value of these assets was less than their carrying value. Accordingly, the Company recorded a $4.1 million impairment charge ($3.0 million, net of tax) on its broadcasting licenses in the second quarter of 2020.

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During the third quarter of 2020, the Company reviewed the fair value of certain of its broadcasting licenses. As a result of this assessment, the Company concluded that certain of its broadcasting licenses were impaired as the fair value of these assets was less than their carrying value. Accordingly, the Company recorded an $11.8 million impairment ($8.7 million, net of tax) on its broadcasting licenses in the third quarter of 2020.

The Company performs reviews of its ROU assets for impairment when evidence exists that the carrying value of an asset may not be recoverable. The Company recorded an immaterial impairment charge related to ROU asset impairment during the nine months ended September 30, 2020.

During the nine months ended September 30, 2020, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, goodwill, other intangible assets, or assets held for sale may not be recoverable.

Fair Value of Financial Instruments Subject to Disclosures

The carrying amount of the following assets and liabilities approximates fair value due to the short maturity of these instruments: (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:


	September 30, 2020				December 31, 2019
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B-2 Loan (1)	$	755,378	$	719,498	$	770,000	$	774,813
Revolver (2)	$	77,727	$	77,727	$	117,000	$	117,000
Senior Notes (3)	$	400,000	$	335,000	$	400,000	$	423,250
Notes (4)	$	425,000	$	366,563	$	425,000	$	454,750
Other debt (5)	$	808			$	873
Letters of credit (5)	$	6,834			$	5,862

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

(1)The Company’s determination of the fair value of the Term B-2 Loan was based on quoted prices for these instruments and 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 Senior Notes to compute the fair value as these Senior Notes are traded in the debt securities market. The Senior Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

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

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

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14. ASSETS HELD FOR SALE

Assets Held for Sale

As of December 31, 2019, the Company entered into an agreement with a third party to dispose of equipment and a broadcasting license in Boston, Massachusetts. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2019. In aggregate, these assets had a carrying value of approximately $10.2 million. In the second quarter of 2020, the Company completed this sale for $10.8 million in cash. The Company recognized a gain on the sale, net of sales commissions and other expenses, of approximately $0.2 million.

During the second quarter of 2020, the Company entered into an agreement with Truth Broadcasting Corporation ("Truth") to dispose of property and equipment and two broadcasting licenses in Greensboro, North Carolina. The Company conducted an analysis and determined the assets met the criteria to be classified as held for sale at September 30, 2020. In aggregate, these assets had a carrying value of $0.5 million. The Company entered into a time brokerage agreement ("TBA") with Truth where Truth commenced operations of the two stations on September 28, 2020. During the period of the TBA, the Company excluded net revenues and station operating expenses associated with the two stations in the Company's consolidated financial statements. This 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
	September 30, 2020		December 31, 2019
	(amounts in thousands)



Net property and equipment	77		48
Radio broadcasting licenses	432		10,140
Total intangibles	432		10,140
Net assets held for sale	$	509	$	10,188

15. SHAREHOLDERS’ EQUITY

Dividend Equivalents

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


		Dividend Equivalent Liabilities
	Balance Sheet Location	September 30, 2020		December 31, 2019
		(amounts in thousands)
Short-term	Other current liabilities	$	540	$	811
Long-term	Other long-term liabilities	527		913
Total		$	1,067	$	1,724

Employee Stock Purchase Plan

Following the purchase of shares under the Employee Stock Purchase Plan (the "ESPP") for the first quarter of 2020, the Company temporarily suspended the ESPP.

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:

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	Nine Months Ended September 30,
	2020		2019
	(amounts in thousands)
Number of shares purchased	166		260
Non-cash compensation expense recognized	$	43	$	182

Share Repurchase Program

During the nine months ended September 30, 2020, the Company did not repurchase any shares under its share repurchase program (the "2017 Share Repurchase Program"). As of September 30, 2020, $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").

In connection with the Rights Agreement, a dividend was declared of one preferred stock purchase right (each, a "Class A Right") for each share of the Company's Class A common stock, par value $0.01 per share (the "Class A Common Stock"), and one preferred stock purchase right (each, a "Class B Right" and, together with the Class A Rights, the "Rights") for each share of the Company's Class B common stock, par value $0.01 per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"), outstanding at the close of business on May 5, 2020 (the "Record Date").

Once the Rights become exercisable, each Right will entitle the holder of each Class A Right to purchase one one-thousandth of a share of the Company's Series A Junior Participating Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred"), and, with respect to each Class B Right, one one-thousandth of a share of the Company's Series B Junior Participating Convertible Preferred Stock, par value $0.01 per share (the "Series B Preferred"), at a price of $6.06 per one one-thousandth of a share of Series A Preferred or Series B Preferred, as applicable (in each case, the "Purchase Price"). At the election of the Board of Directors, shares of Series A Preferred and Series B Preferred are convertible into shares of Class A Common Stock and Class B Common Stock, respectively.

The Rights will expire on April 20, 2021, subject to the Company's right to extend such date, unless earlier redeemed or exchanged by the Company or terminated. The rights have an immaterial fair value.

In the event that a person becomes an Acquiring Person (as defined in the Rights Agreement, an "Acquiring Person") or if the Company were the surviving corporation in a merger with an Acquiring Person or any affiliate or associate of, or any person acting in concert with, an Acquiring Person and shares of Common Stock were not changed or exchanged in such merger, each holder of a Right, other than Rights that are or were acquired or beneficially owned by the Acquiring Person (which Rights will thereafter be void), will thereafter have the right to receive upon exercise that number of one-thousandths of a share of Series A Preferred or Series B Preferred, as applicable, equal to the number of shares of Class A Common Stock having a market value of two times the then current Purchase Price of one Right. In the event that, after a person has become an Acquiring Person, the Company were acquired in a merger or other business combination transaction or more than 50% of its assets or earning power were sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon exercise at the then current Purchase Price of the Right, that number of shares of common stock of the acquiring company which at the time of such transaction would have a market value of two times the then current Purchase Price of one Right.

At any time after a person becomes an Acquiring Person and prior to the earlier of one of the events described in the last sentence of the previous paragraph or the acquisition by such Acquiring Person acquiring 50% or more of the then outstanding Class A Common Stock, the Board of Directors may cause the Company to exchange the Rights (other than Rights owned by an Acquiring Person which have become void), in whole or in part, for shares of Series A Preferred or Series B Preferred, as applicable, at an exchange rate of one one-thousandth of a share of Series A Preferred per Class A Right and one one-thousandth of a share of Series B Preferred per Class B Right.

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In the event that the Company receives a Qualifying Offer (as defined in the Rights Agreement), the holders of record of at least 10% or more of the shares of Common Stock then outstanding may submit to the Board of Directors a written demand requesting that the Board of Directors call a special meeting of the Company's shareholders for the purpose of voting on whether or not to exempt such Qualifying Offer from the terms of the Rights agreement. Upon the effective date of the exemption of the Rights, the right to exercise the Rights with respect to the Qualifying Offer will terminate.

The Rights are designed to assure that all of the Company's shareholders receive fair and equal treatment in the event of any proposed takeover of the Company. The Rights will cause substantial dilution to a person or group that acquires 10% (15% in the case of a passive institutional investor) or more of the Class A Common Stock on terms not approved by the Board of Directors. The adoption of the Rights Agreement was not a taxable event and did not have any material impact on the Company's financial reporting.

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 2, 2020, other than as described below.

FCC Matter

On July 22, 2020, the Company and the FCC entered into a consent decree for the purpose of terminating the FCC's investigation into the timeliness of the Company’s compliance with respect to the political file record keeping obligations for all of the Company’s stations. Under the terms of the consent decree, which constitutes a final settlement with respect to the investigation, the FCC determined that no civil penalty was warranted. Additionally, the Company agreed to implement a comprehensive compliance plan and provide periodic compliance reports to the FCC.

17. SUBSEQUENT EVENTS

Events occurring after September 30, 2020, and through the date that these consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included and are as follows:

On November 5, 2020, the Company announced that it entered into an exchange agreement with Urban One, Inc. ("Urban One") pursuant to which the Company will 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 and Urban One will begin programming the respective stations under LMAs on November 23, 2020. The Urban One Exchange is expected to close in the first quarter of 2021.

On November 9, 2020, the Company announced that it acquired sports data and iGaming affiliate platform QL Gaming Group ("QLGG") in an all cash deal for approximately $32 million (the "QLGG Acquisition").

The QLGG technology portfolio includes sports betting data and analytical capabilities (BetQL), daily fantasy sports (RotoQL), simulation-based sports outcome predictions and game forecasting (AccuScore), and comprehensive analytical coverage of the Association of Tennis Professionals Tour and the Women's Tennis Association Tour (TennisInsight.com), each with respective subscriber base and licensing opportunities. Upon the completion of the QLGG Acquisition, the Company will record the assets acquired and liabilities assumed at fair value. This information will be included in future filings.

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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 2, 2020. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The following results of operations include a discussion of the nine and three months ended September 30, 2020 as compared to the comparable periods in the prior year. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

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

Results of Operations for the Year-To-Date

The following significant factors affected our results of operations for the nine and three months ended September 30, 2020, as compared to the nine and three months ended September 30, 2019:

COVID-19 Pandemic

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic has led to emergency measures to combat its spread, including government-issued stay-at-home orders, implementation of travel bans, restrictions and limitations on social gatherings, closures of factories, schools, public buildings and businesses and has forced the implementation of alternative work arrangements. These emergency measures have had and are expected to continue to have an adverse effect on our business and operations. While the full impact of this outbreak is not yet known, we are closely monitoring the spread of COVID-19 and continually assessing its effects on our business, including how it has and will continue to impact advertisers, professional sports and live events.

We experienced strong revenue growth in January and February. 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 September.

We are currently unable to predict the full 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 the remainder of 2020. However, we believe we are well positioned to fully participate in the recovery and the attractive growth opportunities in the audio space.

We presently believe that the COVID-19 pandemic and its related economic impact has and will continue to:

•cause a decline in national and local advertising revenues;

•cause a decline in revenues on our sports stations as a result of the temporary suspension of the National Hockey League and National Basketball Association seasons as well as the delay of Major League Baseball and the cancellation of the National Football League preseason games, which was largely offset by the pro-rata reduction of our play-by-play sports rights fee obligations under virtually all of our agreements;

•adversely affect our event revenues due to the cancellation of many of our events scheduled during the second and third quarters of 2020, mitigated by the ability to eliminate the associated event costs;

•increase bad debt expense due to an inability of some of our clients to meet their payment terms; and

•cause elevated employee medical claims costs

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The following proactive actions were taken by management in an effort to partially offset the above:

•temporary salary reductions implemented across senior management and the broader organization;

•temporary freezing of contractual salary increases in 2020;

•furlough and termination of select employees;

•suspension of new employee hiring, travel and entertainment, 401(k) matching program, employee stock purchase program, and quarterly dividend program; and

•reduction of sales and promotions spend as well as consulting and other discretionary expenses.

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 nine and three months ended September 30, 2020, may not be indicative of the results for the year ending December 31, 2020.

Impairment Loss

In response to a change in facts and circumstances, we conducted interim impairment assessments on our broadcasting licenses during the second quarter of 2020 and during the third quarter of 2020, which resulted in a recognition of a $4.1 million impairment loss ($3.0 million, net of tax) and an $11.8 million impairment loss ($8.7 million, net of tax), respectively.

Cadence13 Acquisition

In October 2019, we completed an acquisition of leading podcaster Cadence13, Inc. ("Cadence13") by purchasing the remaining shares in Cadence13 that we did not already own (the "Cadence13 Acquisition"). We initially acquired a 45% interest in Cadence13 in July 2017. This initial investment was accounted for as an investment under the measurement alternative. In connection with this step acquisition, we removed our investment in Cadence13 and recognized a gain of approximately $5.3 million during the fourth quarter of 2019.

Based on the timing of this transaction, our consolidated financial statements for the nine and three months ended September 30, 2020, reflect the results of Cadence13. Our consolidated financial statements for the nine and three months ended September 30, 2019, do not reflect the results of Cadence13.

Pineapple Street Media Acquisition

On July 19, 2019, we completed a transaction to acquire the assets of Pineapple Street Media (“Pineapple”) for a purchase price of $14.0 million in cash plus working capital (the “Pineapple Acquisition”). Our consolidated financial statements reflect the operations of Pineapple from the date of acquisition.

Based on the timing of this transaction, our consolidated financial statements for the nine and three months ended September 30, 2020 reflect the results of Pineapple. Our consolidated financial statements for the nine and three months ended September 30, 2019 reflect the results of Pineapple's operations for the portion of the periods after the completion of the Pineapple Acquisition.

Cumulus Exchange

On February 13, 2019, we entered into an agreement with Cumulus Media Inc. (“Cumulus”) under which we exchanged three of our stations in Indianapolis, Indiana for two Cumulus stations in Springfield, Massachusetts, and one Cumulus station in New York City, New York (the “Cumulus Exchange”). We began programming the respective stations under local marketing agreements (“LMAs”) on March 1, 2019. In connection with this exchange, which closed during the second quarter of 2019, we recognized a loss of approximately $1.8 million.

Based on the timing of this transaction, our consolidated financial statements for the nine and three months ended September 30, 2020: (i) reflect the results of the stations acquired in the Cumulus Exchange; and (ii) do not reflect the results of our divested stations. Our consolidated financial statements for the nine months ended September 30, 2019: (i) reflect the results of the acquired stations for a portion of the period in which the LMAs were in effect and after the completion of the Cumulus Exchange; and (ii) reflect the results of the divested stations for the portion of the period until the commencement date of the LMAs. Our consolidated financial statements for the three months ended September 30, 2019: (i) reflect the results of the stations acquired in the Cumulus Exchange; and (ii) do not reflect the results of our divested stations.

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Integration Costs and Restructuring Charges

On February 2, 2017, we and our wholly-owned subsidiary (“Merger Sub”) entered into an Agreement and Plan of Merger (the “CBS Radio Merger Agreement”) with CBS Corporation (“CBS”) and its wholly-owned subsidiary CBS Radio Inc. (“CBS Radio”). Pursuant to the CBS Radio Merger Agreement, Merger Sub merged with and into CBS Radio with CBS Radio surviving as our wholly-owned subsidiary (the “Merger”). The Merger closed on November 17, 2017.

In connection with the Merger, we incurred integration costs, including transition services, consulting services and professional fees of $0.5 million and $3.3 million during the nine months ended September 30, 2020 and September 30, 2019, respectively. Amounts were expensed as incurred and are included in integration costs.

In connection with the COVID-19 pandemic and the Merger, we incurred restructuring charges, including workforce reductions and other restructuring costs of $10.3 million and $6.0 million during the nine months ended September 30, 2020 and September 30, 2019, respectively. In connection with the COVID-19 pandemic and the Merger, we incurred restructuring charges, including workforce reductions and other restructuring costs of $1.2 million and $1.6 million during the three months ended September 30, 2020 and September 30, 2019, respectively. Amounts were expensed as incurred and are included in restructuring charges.

Note Issuance

During the second quarter of 2019, we issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the “Initial Notes”). Interest on the Initial Notes accrues at the rate of 6.500% per annum. We used net proceeds of the offering, along with cash on hand and $89.0 million borrowed under our $250.0 million revolving credit facility (the "Revolver") to repay $425.0 million of existing indebtedness under our term loan outstanding at that time (the "Term B-1 Loan"). Increases in our interest expense due to the issuance of the Initial Notes, which have a higher interest rate, were partially offset by reductions in our interest expense due to the partial repayment of our Term B-1 Loan. In connection with this note issuance: (i) we wrote off $1.6 million of unamortized debt issuance costs and $0.2 million of unamortized premium to loss on extinguishment of debt; (ii) we incurred third party costs of $5.8 million, of which approximately $3.9 million was capitalized and approximately $1.9 million was captured as other expenses related to financing.

On December 13, 2019, we issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). The Additional Notes are treated as a single series with the Initial Notes (together with the Additional Notes, the "Notes") and have substantially the same terms as the Initial Notes. We used net proceeds of the offering to repay $97.6 million of existing indebtedness under our 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 a Term B-2 loan (the "Term B-2 Loan"). Increases in our interest expense due to the issuance of the Additional Notes, which have a higher interest rate, were partially offset by reductions in our interest expense due to the partial repayment of our Term B-1 Loan and the lower borrowing rate on the Term B-2 Loan. In connection with this note issuance: (i) we wrote off $0.3 million of unamortized debt issuance costs to loss on extinguishment of debt; and (ii) incurred third party costs and lender fees of approximately $6.3 million, of which approximately $3.8 million was capitalized and approximately $2.5 million was captured as other expenses related to financing.

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Nine Months Ended September 30, 2020 As Compared To The Nine Months Ended September 30, 2019


	NINE MONTHS ENDED SEPTEMBER 30,
	2020		2019		% Change
	(dollars in millions)
NET REVENUES	$	741.4	$	1,075.8	(31)	%

OPERATING EXPENSE:
Station operating expenses	668.2		801.3		(17)	%
Depreciation and amortization expense	37.7		33.3		13	%
Corporate general and administrative expenses	42.0		57.6		(27)	%
Integration costs	0.5		3.3		(85)	%
Restructuring charges	10.3		6.0		72	%
Impairment loss	17.0		—		100	%
Merger and acquisition costs	—		0.4		(100)	%
Other expenses related to financing	—		1.9		(100)	%
Other operating (income) expenses	(0.2)		(2.6)		92	%
Total operating expense	775.5		901.2		(14)	%
OPERATING INCOME (LOSS)	(34.1)		174.6		(120)	%

INTEREST EXPENSE	66.1		75.4		(12)	%
OTHER (INCOME) EXPENSE	—		1.8		(100)	%

INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	(100.2)		97.4		(203)	%

INCOME TAXES (BENEFIT)	(20.4)		30.1		(168)	%



NET INCOME (LOSS)	$	(79.8)	$	67.3	(219)	%

Net Revenues

Revenues decreased compared to prior year primarily due to a decrease in advertising spending in connection with the economic slowdown triggered by the COVID-19 pandemic. Specifically, the temporary suspension of the National Hockey League ("NHL") and National Basketball Association ("NBA") seasons, as well as the delay of the Major League Baseball ("MLB") season and the cancellation of the National Football League ("NFL") preseason games contributed to a decline in revenues from our sports stations. The MLB and the NBA restarted their abbreviated seasons in late July, the NHL restarted their season in August, and the NFL started their season in September, which contributed to an improvement in revenues from our sports stations in the third quarter. Additionally, the cancellation of events scheduled for the second quarter and third quarter of 2020 contributed to a decline in our event revenues. We experienced strong revenue growth in January and February. In March 2020, we experienced adverse effects due to the COVID-19 pandemic. These adverse effects continued throughout the second quarter and third quarter.

Partially offsetting this decrease, net revenues were positively impacted by: (i) the operations of Pineapple; (ii) the operations of Cadence13; and (iii) growth in our political spot revenues and network revenues. Net revenues decreased the most for our stations located in the Los Angeles and New York City markets.

Station Operating Expenses

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program, and employee stock purchase plan; (iii) reductions in revenues which resulted in a corresponding reduction in variable sales-related expenses; and (iv) reductions in operating costs from operating our stations more efficiently due to synergies recognized.

Station operating expenses include non-cash compensation expense of $1.6 million and $3.8 million for the nine months ended September 30, 2020 and September 30, 2019, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense increased compared to prior year primarily due to an increase in capital expenditures in 2019 and the amortization of definite lived intangible assets acquired in 2019. The increase in capital expenditures in 2019 was primarily due to the build out of our new corporate headquarters, the consolidation and relocation of several studio facilities in larger markets, and an increase in our size and capital needs associated with the integration of common systems across the new markets acquired in the Merger.

Corporate General and Administrative Expenses

Corporate general and administrative expenses decreased primarily as a result of: (i) our proactive response to reduce expenses, and offset reductions in revenue due to COVID-19, including: (a) temporary salary reductions; (b) temporary freezing of contractual salary increases; (c) furlough and termination of select employees; (d) suspension of new employee hiring, travel and entertainment, 401(k) matching program, and employee stock purchase plan; and (ii) our integration related cost synergy actions.

Corporate general and administrative expenses include non-cash compensation expense of $4.6 million and $6.5 million for the nine months ended September 30, 2020 and September 30, 2019, respectively.

Integration Costs

Integration costs were incurred during the nine months ended September 30, 2020 and September 30, 2019 as a result of the Merger. These costs primarily consisted of ongoing costs related to effectively combining and incorporating CBS Radio into our operations. Based on the timing of the Merger, integration activities primarily occurred in 2017 and 2018 and were reduced significantly in 2019 and 2020.

Restructuring Charges

We incurred restructuring charges in 2020 primarily in response to the COVID-19 pandemic. These costs primarily included workforce reduction charges. We incurred restructuring charges in 2019 primarily as a result of the restructuring of operations for the Merger. These costs primarily included workforce reduction charges and other charges and were expensed as incurred.

Impairment Loss

During the nine months ended September 30, 2020, we conducted interim impairment assessments on our broadcasting licenses during the second and third quarter of the current year. As a result of the interim impairment assessments, we determined that the carrying value of our broadcasting licenses was greater than their fair value in certain markets and we recorded a cumulative non-cash impairment charge on our broadcasting licenses of $16.0 million.

Other Expenses Related to Financing

During the nine months ended September 30, 2019, we issued the Initial Notes and used the proceeds, along with cash on hand and borrowings under the Revolver, to repay a portion of our existing indebtedness under our Term B-1 Loan. As a result of this activity, we incurred approximately $5.8 million of third party fees. Of this amount, approximately $1.9 million of costs were expensed and approximately $3.9 million were capitalized and will be amortized over the term of the Notes.

Other Operating (Income) Expenses

During the nine months ended September 30, 2020, we completed the sale of equipment and a broadcasting license in Boston, Massachusetts and recognized a gain of $0.2 million.

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During the nine months ended September 30, 2019, we completed: (i) a sale of land and land improvements, buildings and equipment and recognized a gain of $4.5 million; and (ii) an exchange transaction which resulted in a loss of $1.8 million.

The change in other operating (income) expense is primarily attributable to the change in these activities between periods.

Interest Expense

During the nine months ended September 30, 2020, we incurred $9.3 million less in interest expense as compared to the nine months ended September 30, 2019. As discussed above, we issued $425.0 million in Notes in 2019 and used proceeds and cash on hand to partially repay $521.7 million of existing indebtedness under our Term B-1 Loan. This reduction in interest expense was primarily attributable to a reduction in outstanding indebtedness upon which interest is computed. These reductions were partially offset by the replacement of a portion of our variable-rate debt with fixed-rate debt at a higher interest rate.

Income Taxes (Benefit)

Tax Rate for the Nine Months Ended September 30, 2020

The effective income tax rate was 20.4% for the nine months ended September 30, 2020, which was determined using a forecasted rate based upon projected taxable income for the full year. The effective income tax rate for the period was impacted by a discrete income tax expense item related to the shortfall associated with share-based awards.

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 the 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. We determined the CARES Act will not have a material impact on our overall income tax expense.

Tax Rate for the Nine Months Ended September 30, 2019

The estimated annual effective income tax rate was 30.9%, which was determined using a forecasted rate based upon projected taxable income for the full year. The 2019 annual income tax rate before discrete items, was estimated to be between 30% and 32%.

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Three Months Ended September 30, 2020 As Compared To The Three Months Ended September 30, 2019


	THREE MONTHS ENDED SEPTEMBER 30,
	2020		2019		% Change
	(dollars in millions)
NET REVENUES	$	268.5	$	386.1	(30)	%

OPERATING EXPENSE:
Station operating expenses	228.7		273.1		(16)	%
Depreciation and amortization expense	12.6		11.2		13	%
Corporate general and administrative expenses	14.5		19.4		(25)	%
Integration costs	—		0.7		(100)	%
Restructuring charges	1.2		1.6		(25)	%
Impairment loss	11.8		—		100	%
Merger and acquisition costs	—		0.4		(100)	%
Other operating (income) expense	—		0.2		(100)	%
Total operating expense	268.8		306.6		(12)	%
OPERATING INCOME (LOSS)	(0.3)		79.5		(100)	%
INTEREST EXPENSE	20.8		25.3		(18)	%


INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)	(21.1)		54.2		(139)	%

INCOME TAXES (BENEFIT)	(4.2)		16.0		(126)	%



NET INCOME (LOSS)	$	(16.9)	$	38.2	(144)	%

Net Revenues

Revenues decreased compared to prior year primarily due to a decrease in advertising spending in connection with the economic slowdown triggered by the COVID-19 pandemic. Specifically, the temporary suspension of the NHL and NBA seasons, as well as the delay of the MLB season and the cancellation of the NFL preseason games contributed to a decline in revenues from our sports stations. The MLB and the NBA restarted their abbreviated seasons in late July, the NHL restarted their season in August, and the NFL started their season in September which contributed to an improvement in revenues from our sports stations in the third quarter. Additionally, the cancellation of events scheduled for the third quarter of 2020 contributed to a decline in our event revenues. Net revenues decreased the most for our stations located in the Los Angeles and New York City markets.

Station Operating Expenses

Station operating expenses decreased compared to prior year primarily due to: (i) a reduction of play-by-play rights fees associated with our sports rights contracts; (ii) our proactive response to reduce expenses, and offset reductions in revenue due to COVID-19, including: (a) temporary salary reductions; (b) temporary freezing of contractual salary increases; (c) furlough and termination of select employees; (d) suspension of new employee hiring, travel and entertainment, 401(k) matching program, and employee stock purchase plan; (iii) reductions in revenues which resulted in a corresponding reduction in variable sales-related expenses; and (iv) reductions in operating costs from operating our stations more efficiently due to synergies recognized.

Station operating expenses include non-cash compensation expense of $0.5 million and $1.1 million for the three months ended September 30, 2020 and September 30, 2019, respectively.

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Depreciation and Amortization Expense

Corporate General and Administrative Expenses

Corporate general and administrative expenses decreased primarily as a result of (i) our proactive response to reduce expenses, and offset reductions in revenue due to COVID-19, including: (a) temporary salary reductions; (b) temporary freezing of contractual salary increases; (c) furlough and termination of select employees; (d) suspension of new employee hiring, travel and entertainment, 401(k) matching program, and employee stock purchase plan; and (ii) our integration related cost synergy actions.

Corporate general and administrative expenses include non-cash compensation expense of $1.4 million and $2.2 million for the three months ended September 30, 2020 and September 30, 2019, respectively.

Integration Costs

Integration costs were incurred during the three months ended September 30, 2019 as a result of the Merger. These costs primarily consisted of ongoing costs related to effectively combining and incorporating CBS Radio into our operations. Based on the timing of the Merger, integration activities primarily occurred in 2017 and 2018 and were reduced significantly in 2019 and 2020.

Restructuring Charges

Impairment Loss

During the three months ended September 30, 2020, we conducted an interim impairment assessment on certain of our broadcasting licenses. As a result of the interim impairment assessment, we determined that the carrying value of our broadcasting licenses was greater than their fair value in certain markets and we recorded a non-cash impairment charge on our broadcasting licenses of $11.8 million.

Interest Expense

During the three months ended September 30, 2020 we incurred $4.5 million less of interest expense as compared to the three months ended September 30, 2019. As discussed above, we issued $425.0 million in Notes in 2019 and used proceeds and cash on hand to partially repay $521.7 million of existing indebtedness under our Term B-1 Loan. This reduction in interest expense was primarily attributable to a reduction in outstanding indebtedness upon which interest is computed. These reductions were partially offset by the replacement of a portion of a variable-rate debt with fixed-rate debt at a higher interest rate.

Income Taxes (Benefit)

For the three months ended September 30, 2020, the effective income tax rate was 20.0%, which was determined using a forecasted rate based upon projected taxable income for the full year along with the impact of discrete items for the quarter.

For the three months ended September 30, 2019, the effective income tax rate was 29.5%, which was determined using a forecasted rate based upon projected taxable income for the full year along with the impact of discrete items for the quarter.

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Liquidity and Capital Resources

Amendment and Repricing – CBS Radio (Now Entercom Media Corp.) Indebtedness

In connection with the Merger, we assumed CBS Radio’s (now Entercom Media Corp.’s) indebtedness outstanding under: (i) a credit agreement (the “Credit Facility”) among CBS Radio (now Entercom Media 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).

On April 30, 2019, Entercom Media Corp. amended the financial covenant in its Senior Secured Credit Agreement such that the calculation of Consolidated Net First Lien Leverage Ratio only includes first lien secured debt. Accordingly, the Notes are not included in the financial covenant calculation.

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

We may from time to time seek to repurchase and retire our outstanding indebtedness through open market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend upon prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

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 obtain future external financing, 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. During the third quarter, we amended our Credit Facility which resulted in a covenant holiday for the remainder of 2020.

The Credit Facility as amended, is comprised of the $250.0 million Revolver and a $770.0 million Term B-2 Loan. During the nine months ended September 30, 2020, we: (i) borrowed the full amount available under our Revolver as a precautionary measure to preserve financial flexibility during the COVID-19 pandemic; (ii) subsequently made elective payments against the outstanding balance of the Revolver in the amount of $186.0 million; and (iii) made required excess cash flow payments and quarterly amortization payments due under the Term B-2 Loan in the amount of $14.6 million.

As of September 30, 2020, we had $755.4 million outstanding under the Term B-2 Loan and $77.7 million outstanding under the Revolver. In addition, we had $6.8 million in outstanding letters of credit.

As of September 30, 2020, total liquidity was $198.0 million which was comprised of $165.6 million available under the Revolver and $32.4 million in cash and cash equivalents. For the nine months ended September 30, 2020, we reduced our outstanding debt by $53.9 million due to the previously discussed draw under our Revolver and subsequent repayments.

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 September 30, 2020, 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

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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.

During the third quarter of the current year, we executed an amendment to the Credit Facility which amends our financial covenants under the Credit Facility.

On July 20, 2020, Entercom Media Corp, our wholly-owned subsidiary, 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;

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 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 Entercom Media 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 will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the Senior Notes is reflected on the balance sheet as an addition to the $400.0 million liability.

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

Operating Activities

Net cash flows provided by operating activities were $82.0 million and $104.5 million for the nine months ended September 30, 2020 and September 30, 2019, respectively.

The cash flows from operating activities decreased primarily due to the fact that we reported a net loss of $79.8 million for the nine months ended September 30, 2020 as compared to a reported net income of $67.3 million for the nine months ended September 30, 2019.

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This reduction in net income (loss) of $147.2 million was partially offset by: (i) a reduction in net investment in working capital of $115.0 million; and (ii) an increase in the adjustments to reconcile net income to net cash provided by operating activities of $9.6 million.

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

The increase in adjustments to reconcile net income to net cash provided by operating activities was primarily due to: (i) an increase in impairment loss of $17.0 million; (ii) an increase in provision for bad debts of $9.2 million; (iii) an increase in depreciation and amortization expense of $4.4 million; and (iv) a reduction in gains on disposals of assets of $2.5 million.

These increases in adjustments to reconcile net income to net cash provided by operating activities were partially offset by reductions in: (i) the adjustment for deferred taxes of $14.9 million; (ii) non-cash stock-based compensation expense of $4.0 million; (iii) gains in the deferred compensation plan of $3.2 million; and (iv) the loss on extinguishment of debt of $1.8 million.

Investing Activities

Net cash flows used in investing activities were $11.5 million for the nine months ended September 30, 2020, which primarily reflect the purchase of property and equipment and intangible assets of $21.9 million, which was partially offset by proceeds received from dispositions of assets of $10.4 million.

Net cash flows used in investment activities were $53.0 million for the nine months ended September 30, 2019, which primarily reflect the purchase of property and equipment and intangible assets of $63.6 million and the purchase of Pineapple and other assets for $15.8 million, which was partially offset by proceeds received from dispositions of assets in the amount of $27.8 million.

Financing Activities

Net cash flows used in financing activities were $58.5 million for the nine months ended September 30, 2020, which primarily reflect: (i) the borrowing under the Revolver of $146.7 million; (ii) the payments of amounts due under the Revolver of $186.0 million; (iii) the payments of long term debt of $14.6 million; and (iv) the payment of dividends on common stock of $2.7 million.

Net cash flows used in financing were and $198.4 million for the nine months ended September 30, 2019, which primarily reflect: (i) the reduction of our net borrowings by $146.0 million; (ii) the payment of dividends on common stock of $27.6 million; (iii) the repurchase of our common stock of $18.3 million; and (iv) the payment of debt issuance costs related to the issuance of our Notes in the amount of $3.9 million.

Dividends

Following the payment of the quarterly dividend payment for the first quarter of 2020, we suspended our quarterly dividend program.

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 Senior Notes and the Notes.

Share Repurchase Program

During the nine months ended September 30, 2020, we did not repurchase any shares under our share repurchase program (the "2017 Share Repurchase Program"). As of September 30, 2020, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program.

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Income Taxes

During the nine months ended September 30, 2020, we paid $4.0 million in state income taxes. We do not anticipate making any federal income tax payments in 2020 primarily as a result of: (i) the availability of net operating losses ("NOLs") to offset federal tax due; and (ii) our current projected taxable loss position.

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 federal and state estimated tax payments during the remainder of the year.

Capital Expenditures

Capital expenditures, including amortizable intangibles, for the nine months ended September 30, 2020 were $21.9 million. We anticipate that total capital expenditures in 2020 will be between $25 million and $30 million. This figure includes approximately $2 million that will be reimbursed by landlords for tenant improvement allowances.

Contractual Obligations

As of September 30, 2020, there have been no material changes in the total amount from the contractual obligations listed in our Form 10-K for the year ended December 31, 2019, as filed with the SEC on March 2, 2020, other than as described below.

As discussed above in the liquidity section, during the nine months ended September 30, 2020, we borrowed the full amount available under the Revolver. We subsequently made elective payments against the outstanding balance of the Revolver in the amount of $186.0 million. Additionally, we made required Excess Cash Flow payments and quarterly amortization payments due under the Term B-2 Loan in the amount of $14.6 million. As a result of this activity, the amounts outstanding under our long-term debt obligations decreased by $53.9 million during the nine months ended September 30, 2020.

Off-Balance Sheet Arrangements

As of September 30, 2020, we did not have any material off-balance sheet transactions, arrangements or obligations, including contingent obligations.

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes as of September 30, 2020. 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, 2019 except as disclosed in Note 1, Basis of Presentation and Significant Policies to our consolidated financial statements.

Goodwill Valuation at Risk

After the annual impairment test conducted on our goodwill in the fourth quarter of 2019, the results indicated that the fair value of goodwill was less than the carrying value. As a result of the $537.4 million goodwill impairment ($519.6 million, net of tax) booked in the fourth quarter of 2019, we no longer have any goodwill attributable to the broadcast reporting unit. Our remaining goodwill is limited to the goodwill attributable to the podcast reporting unit.

Future impairment charges may be required on our goodwill attributable to our podcast reporting unit, as the discounted cash flow model is subject to change based upon our performance, peer company performance, overall market conditions, and

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the state of the credit markets. We continue to monitor these relevant factors to determine if an interim impairment assessment is warranted.

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 charge to the remaining goodwill attributable to the podcasting reporting unit, 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 September 30, 2020, 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 Licenses Impairment Test

During the fourth quarter of 2019, we completed our annual impairment test for broadcasting licenses and determined that the fair value of our broadcasting licenses was greater than the amount reflected in the condensed consolidated balance sheet for each of our markets and, accordingly, no impairment was recorded.

During the second quarter of the current year, we completed an interim impairment test for our broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, we determined that the fair value of our broadcasting licenses was less than the amount reflected in the balance sheet for certain of our markets and, accordingly, recorded an impairment loss of $4.1 million, ($3.0 million, net of tax).

During the third quarter of the current year, we completed an interim impairment test for certain of our broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, we determined that the fair value of our broadcasting licenses was less than the amount reflected in the balance sheet for certain of our markets and, accordingly, recorded an impairment loss of $11.8 million, ($8.7 million, net of tax).

Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. We determine the fair value of the broadcasting licenses in each of its markets by relying on a discounted cash flow approach (a 10-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. Our fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions include, but are not limited to: (i) the discount rate; (ii) the market share and profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values.

The methodology used by us in determining our key estimates and assumptions was applied consistently to each market. Of the seven variables identified above, we believe that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value.

Assumptions and Results - Broadcasting Licenses

The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments for each respective period.

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Estimates And Assumptions

Third Quarter 2020

Second Quarter 2020

Fourth Quarter 2019

Discount rate

7.50

8.00

8.50

Operating profit margin ranges expected for average stations in the markets where the Company operates

24% to 36%

22% to 36%

18% to 36%

Forecasted growth rate (including long-term growth rate) range of the Company's markets

0.0% to 0.7%

0.0% to 0.8%

We believe we have made reasonable estimates and assumptions to calculate the fair value of our broadcasting licenses. These estimates and assumptions could be materially different from actual results.

If actual market conditions are less favorable than those projected by the industry or by us, or if events occur or circumstances change that would reduce the fair value of our broadcasting licenses below the amount reflected in the condensed consolidated balance sheet, we 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.

Broadcasting License at Risk

The table below presents the percentage within a range by which the fair value exceeded the carrying value of certain of our radio broadcasting licenses as of September 30, 2020, for 22 units of accounting (22 geographical markets of the 48 total markets) where the carrying value of the licenses was assessed for impairment during the third quarter of the current year.

Rather than presenting the percentage separately for each unit of accounting, management's opinion is that this table in summary form is more meaningful to the reader in assessing the recoverability of the broadcasting licenses. In addition, the units of accounting are not disclosed with the specific market name as such disclosure could be competitively harmful to us.

After the interim impairment test conducted on our broadcasting licenses in the third quarter of 2020, the results indicated that there were 21 units of accounting where the fair value exceeded their carrying value by 10% or less. In aggregate, these 21 units of accounting have a carrying value of $1,812.3 million at September 30, 2020.


Units of Accounting as of September 30, 2020 Based Upon the Valuation as of September 30, 2020
Percentage Range by Which Fair Value Exceeds the Carrying Value
	0% to 5%		Greater than 5% to 10%		Greater than 10% to 15%		Greater than 15%
Number of units of accounting	8		13		1		—
Carrying Value (in thousands)	$	960,690	$	851,587	$	16,744	$	—

Holding all of the assumptions used in the interim impairment assessment conducted during the third quarter of 2020 constant, changes in the assumptions below would reduce the fair value of our broadcasting licenses as follows:


Sensitivity Analysis ¹
	Percentage Decrease in Broadcasting Licenses Fair Value
Increase in the discount rate from 7.5% to 8.5%	12	%
Reduction in forecasted growth rate (including long-term growth rate) to 0%	2	%
Reduction in operating profit margin by 10%	8	%
¹ Each assumption used in the sensitivity analysis is independent of the other assumptions

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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.

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 September 30, 2020, 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 $3.4 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 September 30, 2020.

Assuming LIBOR remains flat, interest expense in 2020 versus 2019 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)

Cap

2.75%

Jun. 28, 2021

340.0

Collar

$460.0

Jun. 25, 2019

Floor

0.402%

Jun. 28, 2024

Jun. 28, 2022

220.0

Jun. 28, 2023

90.0

Total

$460.0

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

Our credit exposure under our hedging agreement, or similar agreements we may enter into in the future, is the cost of replacing such agreements in the event of nonperformance by our counterparty. To minimize this risk, we select high credit quality counterparties. We do not anticipate nonperformance by such counterparties, but could recognize a loss in the event of nonperformance. Our derivative instrument liability as of September 30, 2020 was $3.1 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 September 30, 2020, 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.

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

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

Changes in Internal Control Over Financial Reporting

There 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.

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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, 2019, filed with the Securities and Exchange Commission on March 2, 2020. Refer to Note 16, Contingencies And Commitments, for additional information.

ITEM 1A Risk Factors

Except as set forth below, there have been no material changes to the risk factors associated with our business previously described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 2, 2020. The risk factors set forth below update, and should be read together with, the risk factors described in "Item 1A, Risk Factors," in our Annual Report on Form 10-K filed with the SEC on March 2, 2020.

The effects of the current novel coronavirus ("COVID-19") global pandemic, or the perception of its effects, on our operations and the operations of our customers, could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

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. Our business and operations could be materially and adversely affected by the effects of COVID-19. Governments, public institutions, and other organizations in countries and localities where cases of COVID-19 have been detected are taking certain emergency measures to combat its spread, including implementation of travel bans, restrictions and limitations on social gatherings, closures of factories, schools, public buildings, and businesses and has forced the implementation of alternative work arrangements. These emergency measures have had and are expected to continue to have an adverse effect on our business and operations. While the full impact of this outbreak is not yet known, we are closely monitoring the spread of COVID-19 and continually assessing its effects on our business.

The COVID-19 pandemic has had, and will continue to have, a widespread and broad reaching effect on the economy and could have adverse impacts on national and local businesses that we currently rely on with respect to our operations, which has resulted and could continue to result in a decrease in advertising spend and/or heighten the risk with respect to the collectability of our accounts receivable. Furthermore, we have already and believe that we will continue to experience additional declines in advertising revenues as a result of the suspension of the National Hockey League and National Basketball Association seasons, the delay of Major League Baseball season and the cancellation of the National Football League preseason, as well as reductions in event revenues as a result of the cancellation of concerts and other live events due to the current limitations on social gatherings and stay-at-home orders in place.

Additionally, our Credit Facility requires us to maintain compliance with a maximum Consolidated Net First Lien Leverage Ratio (as defined in the Credit Facility) that cannot exceed 4.0 times. Under certain circumstances, the Consolidated Net First Lien Leverage ratio can increase to 4.5 times for a limited period of time. Our ability to comply with this financial covenant may be affected by operating performance or other events beyond our control as a result of the COVID-19 pandemic. There can be no assurance that we will comply with these covenants. A default under the Credit Facility could have a material adverse effect on our business. In the third quarter of the current year, we amended our Credit Facility which resulted in a covenant holiday for the remainder of 2020. Additionally, the amendment allows use of the second, third and fourth quarter of 2019 EBITDA figures in place of the second, third and fourth quarter of 2020 EBITDA figures for purposes of calculating the Consolidated Net First Lien Leverage ratio when the covenant resumes in 2021. The amendment also added a new minimum liquidity covenant of $75.0 million until December 31, 2021, or such earlier date as we may elect. We may seek from time to time to further 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.

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The extent to which our results are affected by COVID-19 will largely depend on future developments, which cannot be accurately predicted and are uncertain, but the COVID-19 pandemic or the perception of its effects could have a material adverse effect on our business, financial condition, results of operations, or cash flows, as well as heighten the other risks discussed in our Annual Report on Form 10-K for the year ended December 31, 2019.

If we are not in compliance with the continued listing standards of the New York Stock Exchange, our common stock may be delisted, which could have a material adverse effect on the liquidity of our common stock.

Our common stock is currently traded on the New York Stock Exchange. Our common stock may fail to comply with the minimum average closing price requirement for continued listing on that market if the average closing price of our common stock falls below the required $1.00 per share minimum over any 30 consecutive trading-day period.

On April 3, 2020, the closing price for our common stock fell below $1.00 per share. Since May 14, 2020, our closing stock price has been above $1.00 per share

Although we are currently in compliance with all applicable continued listing requirements and have received no contradictory notification from the New York Stock Exchange, further dramatic declines in the stock market may lead to further declines in the price of our common stock. We continually monitor our compliance with the New York Stock Exchange's continued listing requirements.

There can be no assurance that we will be able to comply with the minimum closing price requirement, or any other requirement in the future.

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

The following table provides information on our repurchases during the quarter ended September 30, 2020:


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
July 1, 2020 - July 31, 2020	—	$	—	—	$	41,578,230
August 1, 2020 - August 31, 2020	—	$	—	—	$	41,578,230
September 1, 2020 - September 30, 2020	—	$	—	—	$	41,578,230
Total	—			—


(1)			We withhold shares upon the vesting of RSUs in order to satisfy employees’ tax obligations. This withholding activity is classified as a deemed repurchase. As no shares vested during the three months ended September 30, 2020, we did not make any deemed repurchases during the three months ended September 30, 2020.
(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 September 30, 2020.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

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ITEM 6. Exhibits


Exhibit Number			Description
3.1 #			Amended and Restated Articles of Incorporation of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.01 to Entercom’s Amendment to Registration Statement on Form S-1, as filed on January 27, 1999 (File No. 333-61381)).
3.2 #			Articles of Amendment to the Articles of Incorporation of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.1 of Entercom’s Current Report on Form 8-K as filed on December 21, 2007)
3.3 #			Articles of Amendment to the Articles of Incorporation of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.02 to Entercom’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed on August 5, 2009)
3.4 #			Articles of Amendment to the Articles of Incorporation of Entercom Communications Corp. dated November 17, 2017. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on November 17, 2017)
3.5 #			Statement with Respect to Shares, filed with the Pennsylvania Department of State on July 16, 2015. (Incorporated by reference to an Exhibit 3.1 to our Current Report on Form 8-K filed on July 17, 2015)
3.6 #			Statement with Respect to Shares for Series A Junior Participating Convertible Preferred Stock of Entercom Communications Corp., filed with the Department of State of the Commonwealth of Pennsylvania on April 21, 2020. (Incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K dated April 21, 2020 of Entercom Communications Corp.).
3.7 #			Statement with Respect to Shares for Series B Junior Participating Convertible Preferred Stock of Entercom Communications Corp., filed with the Department of State of the Commonwealth of Pennsylvania on April 21, 2020. (Incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K dated April 21, 2020 of Entercom Communications Corp.).
3.8 #			Amended and Restated Bylaws of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on October 24, 2019)
3.9 #			Amendment No. 1 to Amended and Restated Bylaws of Entercom Communications Corp. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 7, 2020).
3.10 #			Rights Agreement, dated April 20, 2020, between Entercom Communications Corp. and American Stock Transfer & Trust Company, LLC, which includes the Statement with Respect to Shares for Series A Junior Participating Convertible Preferred Stock as Exhibit A-1, the Statement with Respect to Shares for Series B Junior Participating Convertible Preferred Stock as Exhibit A-2, the Form of Right Certificate as Exhibit B-1, the Form of Right Certificate as Exhibit B-2 and the Summary of Rights to Purchase Preferred Stock as Exhibit C. (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K dated April 21, 2020 of Entercom Communications Corp.).
4.1 #			Indenture for Senior Notes, dated as of October 17, 2016, by and among Entercom Media Corp. (formerly CBS Radio, Inc.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.2 of Entercom’s Registration Statement on Form S-4 (File No. 333-217273))
4.2 #			Supplemental Indenture, dated as of November 17, 2017, by and among Entercom Radio, LLC, the other guarantor parties named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.2 to Entercom’s Current Report on Form 8-K filed on November 17, 2017)
4.3 #			Supplemental Indenture, dated December 8, 2017, by and between Entercom Media Corp. (formerly CBS Radio Inc.) 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 December 11, 2017)
4.4 #			Indenture for Senior Secured Second-Lien Notes due May 1, 2027, by and among Entercom Media Corp., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.1 to Entercom’s Current Report on Form 8-K filed on May 1, 2019)
4.5 #			Form of 6.500% Senior Secured Second-Lien Notes due 2027 (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to Entercom’s Current Report on Form 8-K filed on May 1, 2019
4.6 #			First Supplemental Indenture, dated as of December 13, 2019, by and among Entercom Media Corp., the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.2 to Entercom's Current Report on Form 8-K filed on December 16, 2019).
10.1 #			Amendment No. 5, dated July 20, 2020, to the Credit Agreement, dated October 17, 2016 (as amended), among Entercom Media Corp., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent
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.

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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			XBRL Instance Document
101.SCH			XBRL Taxonomy Extension Schema
101.CAL			XBRL Taxonomy Extension Calculation Linkbase
101.DEF			XBRL Taxonomy Extension Definition Linkbase
101.LAB			XBRL Taxonomy Extension Label Linkbase
101.PRE			XBRL Taxonomy Extension Presentation Linkbase
*			Filed Herewith
#			Incorporated by reference.
**			Furnished herewith. Exhibit is “accompanying” this report and shall not be deemed to be “filed” herewith.

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SIGNATURES

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


			ENTERCOM COMMUNICATIONS CORP. (Registrant)

Date: November 9, 2020			/S/ David J. Field Name: David J. Field Title: Chairman, Chief Executive Officer and President (principal executive officer)

Date: November 9, 2020			/S/ Richard J. Schmaeling Name: Richard J. Schmaeling Title: Executive Vice President - Chief Financial Officer (principal financial officer)