AUDACY, INC. - Quarter Report: 2021 March (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 March 31, 2021


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

For the transition period from __________to ___________

Commission File Number: 01-14461

Audacy, Inc.

(Exact name of registrant as specified in its charter)


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

2400 Market Street, 4th Floor

Philadelphia, Pennsylvania 19103

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

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

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

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

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

Large accelerated filer

☐

Accelerated filer

☒

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $.01 per share

AUD

New York Stock Exchange

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

Class A common stock, $0.01 par value – 137,041,043 Shares Outstanding as of April 30, 2021

(Class A Shares Outstanding include 4,552,380 unvested and vested but deferred restricted stock units)

Class B common stock, $0.01 par value – 4,045,199 Shares Outstanding as of April 30, 2021.

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AUDACY, INC.

INDEX


Table of Contents		Page
	Part I – Financial Information
Item 1	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4	Controls and Procedures	44

	Part II – Other Information
Item 1	Legal Proceedings	45
Item 1A	Risk Factors	45
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3	Defaults Upon Senior Securities	45
Item 4	Mine Safety Disclosures	45
Item 5	Other Information	45
Item 6	Exhibits	46

	Signatures	48

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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. Financial Statements

AUDACY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

(unaudited)


	MARCH 31, 2021		DECEMBER 31, 2020
ASSETS:
Cash	$	51,530	$	30,964

Accounts receivable, net of allowance of $19,604 in 2021 and $18,911 in 2020	208,756		276,102
Prepaid expenses, deposits and other	69,255		47,504
Total current assets	329,541		354,570
Investments	3,305		3,305
Net property and equipment	342,020		340,318
Operating lease right-of-use assets	231,491		236,903
Radio broadcasting licenses	2,229,016		2,229,016
Goodwill	81,794		62,215
Assets held for sale	21,407		21,407
Other assets, net of accumulated amortization	40,417		41,023

TOTAL ASSETS	$	3,278,991	$	3,288,757

LIABILITIES:
Accounts payable	$	8,022	$	13,776
Accrued expenses	59,702		59,828
Other current liabilities	84,046		73,997
Operating lease liabilities	39,925		40,439
Long-term debt, current portion	—		5,488
Total current liabilities	191,695		193,528
Long-term debt, net of current portion	1,705,662		1,689,949
Operating lease liabilities, net of current portion	223,454		229,400
Net deferred tax liabilities	472,864		473,398
Other long-term liabilities	60,991		57,744
Total long-term liabilities	2,462,971		2,450,491
Total liabilities	2,654,666		2,644,019

CONTINGENCIES AND COMMITMENTS

SHAREHOLDERS' EQUITY:
Class A, B and C common stock	1,409		1,409
Additional paid-in capital	1,662,451		1,662,155
Accumulated deficit	(1,038,299)		(1,017,037)
Accumulated other comprehensive income (loss)	(1,236)		(1,789)
Total shareholders' equity	624,325		644,738
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	3,278,991	$	3,288,757

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)


	THREE MONTHS ENDED
	MARCH 31,
	2021		2020
NET REVENUES	$	240,764	$	297,030

OPERATING EXPENSE:
Station operating expenses	212,495		250,051
Depreciation and amortization expense	11,592		12,498
Corporate general and administrative expenses	23,580		17,237
Integration costs	—		622
Restructuring charges	185		4,209
Impairment loss	644		1,050

Refinancing expenses	473		—


Other expenses	14		—
Total operating expense	248,983		285,667
OPERATING INCOME (LOSS)	(8,219)		11,363
NET INTEREST EXPENSE	21,160		23,621
Net (gain) loss on extinguishment of debt	8,168		—


(LOSS) BEFORE INCOME TAXES (BENEFIT)	(37,547)		(12,258)
INCOME TAX (BENEFIT) EXPENSE	(15,899)		(3,120)
NET INCOME (LOSS)	(21,648)		(9,138)






NET INCOME (LOSS) PER SHARE - BASIC	$	(0.16)	$	(0.07)



NET INCOME (LOSS) PER SHARE - DILUTED	$	(0.16)	$	(0.07)
WEIGHTED AVERAGE SHARES:
Basic	135,379,321		134,890,401
Diluted	135,379,321		134,890,401

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

(unaudited)


	THREE MONTHS ENDED
	March 31,
	2021		2020
NET INCOME (LOSS)	$	(21,648)	$	(9,138)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT):
Net unrealized gain (loss) on derivatives, net of taxes (benefit)	553		(2,354)
COMPREHENSIVE INCOME (LOSS)	$	(21,095)	$	(11,492)

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

(unaudited)


	Common Stock						Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2020	136,913,375	$	1,369	4,045,199	$	40	$	1,662,155	$	(1,017,037)	$	(1,789)	$	644,738
Net income (loss)	—	—		—	—		—		(21,648)		—		(21,648)
Compensation expense related to granting of stock awards	291,347	3		—	—		2,575		—		—		2,578

Exercise of stock options	47,535	—		—	—		15		—		—		15

Purchase of vested employee restricted stock units	(347,607)	(3)		—	—		(1,908)		—		—		(1,911)
Payment of dividends on common stock	—	—		—	—		(386)		—		—		(386)
Dividend equivalents, net of forfeitures	—	—		—	—		—		386		—		386
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		553		553
Balance, March 31, 2021	136,904,650	$	1,369	4,045,199	$	40	$	1,662,451	$	(1,038,299)	$	(1,236)	$	624,325

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

(unaudited)


	Common Stock						Additional Paid-in Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 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 Employee Stock Purchase Plan ("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

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	THREE MONTHS ENDED MARCH 31,
	2021		2020
OPERATING ACTIVITIES:
Net income (loss) available to common shareholders	$	(21,648)	$	(9,138)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	11,592		12,498
Net amortization of deferred financing costs (net of original issue discount and debt premium)	193		97
Net deferred taxes (benefit) and other	(534)		5,874
Provision for bad debts	346		4,356
Net (gain) loss on sale or disposal of assets	(2)		—
Non-cash stock-based compensation expense	2,578		1,780
Net loss on extinguishment of debt	8,168		—
Deferred compensation	1,263		(4,917)
Impairment loss	644		1,050
Accretion expense, net of asset retirement obligation adjustments	—		15
Changes in assets and liabilities (net of effects of acquisitions, and dispositions):
Accounts receivable	66,511		77,093
Prepaid expenses and deposits	(21,732)		(16,448)
Accounts payable and accrued liabilities	(1,018)		(14,970)
Other assets	(324)		—
Accrued interest expense	2,598		14,194
Accrued liabilities - long-term	(4,781)		(3,392)
Net cash provided by (used in) operating activities	43,854		68,092

INVESTING ACTIVITIES:
Additions to property and equipment	(7,280)		(8,626)

Purchases of businesses and audio assets	(15,297)		—
Additions to amortizable intangible assets	—		(1,118)


Net cash provided by (used in) investing activities	(22,577)		(9,744)

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)


	THREE MONTHS ENDED MARCH 31,
	2021		2020
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt	12,000		146,749
Net proceeds from note issuance	540,000		—
Payments of long-term debt	(77,015)		(11,878)
Payments of revolving senior debt	(52,000)		(20,000)
Retirement of notes	(400,000)		—
Payment for debt issuance costs	(6,914)		—
Payment of call premium and other fees	(14,500)		—
Proceeds from issuance of employee stock plan	—		241
Proceeds from the exercise of stock options	15		—
Purchase of vested employee restricted stock units	(1,911)		(1,394)
Payment of dividends on common stock	—		(2,692)
Payment of dividend equivalents on vested restricted stock units	(386)		(529)

Net cash provided by (used in) financing activities	(711)		110,497

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	20,566		168,845
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	30,964		20,393
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	51,530	$	189,238

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	18,506	$	9,358
Income taxes	$	(493)	$	1,297

See notes to condensed consolidated financial statements.

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AUDACY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2021 AND 2020

1. BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

Audacy, Inc. (formerly Entercom Communications Corp.) was formed as a Pennsylvania corporation in 1968. On March 30, 2021, the Company filed Articles of Amendment (the "Amendment") to change the Company's name to Audacy, Inc. The Amendment was approved by the Board of Directors of the Company in accordance with the Pennsylvania Business Corporation Law as amended. The effective date of the Amendment (and the Company's name change) was April 9, 2021. The Company's ticker symbol on the New York Stock Exchange changed from "ETM" to "AUD" on April 9, 2021.

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

This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2020, and filed with the SEC on March 1, 2021, 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, 2020, that was filed with the SEC on March 1, 2021.

COVID-19

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. 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 the implementation of alternative work arrangements. While certain of these measures have been relaxed or reversed to varying degrees throughout the world, many have been subsequently reinstated, adding an additional layer of uncertainty. 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 pandemic is not yet known, the Company took proactive actions in an effort to mitigate its effects and is continually assessing its effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events.

In response to the COVID-19 pandemic, the Company took 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.

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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, 2020, that was filed with the SEC on March 1, 2021) that might have a material impact on the Company’s financial position, results of operations or cash flows.

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.

2021 Podcorn Acquisition

On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earn out over the next two years (the "Podcorn Acquisition"). Based upon the timing of the Podcorn Acquisition, the Company's condensed consolidated financial statements for the three months ended March 31, 2021, reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition. The Company's condensed consolidated financial statements for the three months ended March 31, 2020 do not reflect the results of Podcorn.

The Podcorn Acquisition includes a contingent consideration arrangement that requires additional consideration to be paid by the Company to Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate.

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

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


			Useful Lives in Years
	Preliminary Value		From	To
	(amounts in thousands)
Assets
Cash	$	702
Prepaid expenses, deposits and other	18		non-amortizing
Other assets, net of accumulated amortization	2,545		5	5
Goodwill	19,579		non-amortizing
Deferred tax asset	72


Net working capital	95
Preliminary fair value of net assets acquired	$	23,011

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2020 QL Gaming Group Acquisition

On November 9, 2020, the Company completed the acquisition of sports data and iGaming affiliate platform QL Gaming Group ("QLGG") in an all cash deal for approximately $32 million (the "QLGG Acquisition"). Based upon the timing of the QLGG Acquisition, the Company's condensed consolidated financial statements for the three months ended March 31, 2021, reflect the results of QLGG. The Company's condensed consolidated financial statements for the three months ended March 31, 2020 do not reflect the results of QLGG.

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



	Preliminary Value
	(amounts in thousands)
Assets
Net property and equipment	$	8
Other assets, net of accumulated amortization	14,608
Goodwill	18,323
Total intangible and other assets	32,931
Deferred tax liabilities	(1,348)
Net working capital	12
Preliminary fair value of net assets acquired	$	31,603

2020 Dispositions

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. During the fourth quarter of 2020, the Company completed this sale for $0.4 million in cash. The Company reported a loss, net of expenses, of approximately $0.1 million.

Integration Costs

The Company incurred integration costs of $0.6 million during the three months ended March 31, 2020. 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.

Unaudited Pro Forma Summary of Financial Information

The following unaudited pro forma information for the three months ended March 31, 2021 and March 31, 2020 assumes that the acquisitions in 2021 had occurred as of January 1, 2020 and the acquisitions in 2020 had occurred as of January 1, 2019.

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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, 2020, and filed with the SEC on March 1, 2021, for a description of the Company’s acquisition and disposition activities.

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

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


	Three Months Ended March 31,
	2021		2020
	(amounts in thousands except share and per share data)
	Actual		Pro Forma
Net revenues	$	241,200	$	297,574



Net income (loss)	$	(21,911)	$	(11,117)


Net income (loss) per common share - basic	$	(0.16)	$	(0.08)


Net income (loss) per common share - diluted	$	(0.16)	$	(0.08)
Weighted shares outstanding basic	135,379,321		134,890,401
Weighted shares outstanding diluted	135,379,321		134,890,401

3. RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.


	Three Months Ended March 31,
	2021		2020
	(amounts in thousands)

Workforce reduction	$	183	$	4,160
Other restructuring costs	2		49
Total restructuring charges	$	185	$	4,209

Restructuring Plan

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

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 March 31, 2021 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.


	Three Months Ended March 31, 2021		Twelve Months Ended December 31, 2020
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,988	$	4,251
Additions	185		11,981
Payments	(1,550)		(13,244)
Restructuring charges unpaid and outstanding	1,623		2,988
Restructuring charges - noncurrent portion	(95)		(812)
Restructuring charges - current portion	$	1,528	$	2,176

4. REVENUE

Nature of Goods and Services

The Company generates revenue from the sale to advertisers of various services and products, including but not limited to: (i) spot revenues; (ii) digital advertising; (iii) network revenues; (iv) sponsorship and event revenues; and (v) other revenue. Services and products may be sold separately or in bundled packages. The typical length of a contract for service is less than 12 months.

The Company recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer, in an amount that reflects the consideration it expects to be entitled to in exchange for those products or services.

Revenues presented in the condensed consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees by the advertising agencies. The Company also evaluates when it is appropriate to recognizes revenue based on the gross amount invoiced to the customer or the net amount retained by the Company if a third party is involved.

Revenue is recognized when or as performance obligations under the terms of a contract with customers are satisfied. This typically occurs at the point in time that advertisements are broadcast, marketing services are provided, or as an event occurs. For spot revenues, digital advertising, and network revenues the Company recognizes revenue at the point in time when the advertisement is broadcast. For event revenues, the Company recognizes revenues at a point in time, as the event occurs. For sponsorship revenues, the Company recognizes revenues over the length of the sponsorship agreement. For trade and barter transactions, revenue is recognized at the point in time when the promotional advertising is aired.

For bundled packages, the Company accounts for each product or performance obligation separately if they are distinct. A product or service is distinct if it is separately identifiable from other items in the bundled package and if a customer can benefit from it on its own or with other resources that are readily available to the customer. The consideration is allocated between separate products and services in a bundle based on their stand-alone selling prices. The stand-alone selling prices are determined based on the prices at which the Company separately sells the commercial broadcast time, digital advertising, or digital product and marketing solutions

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.

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Digital Revenues

The Company provides targeted advertising through the sale of streaming and display advertisements on its national platforms, audacy.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, Inc. ("Cadence13") (the "Cadence13 Acquisition"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

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

Network Revenues

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

Sponsorship and Event Revenues

The Company sells advertising space at live and local events hosted by the Company across the country. The Company also earns revenues from attendee-driven ticket sales and merchandise sales. Performance obligations include the presentation of the advertisers' branding in highly visible areas at the event. These revenues are recognized at a point in time, 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 $3.7 million and $3.8 million as of March 31, 2021 and December 31, 2020, respectively.

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Description	March 31, 2021		December 31, 2020
	(amounts in thousands)
Receivables, included in "Accounts receivable net of allowance for doubtful accounts"	$	205,038	$	272,321
Unearned revenue - current	12,608		15,651
Unearned revenue - noncurrent	1,089		1,294

Changes in Contract Balances

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


	Three Months Ended March 31, 2021
Description	Unearned Revenue
	(amounts in thousands)
Beginning balance on January 1, 2021	$	16,945
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(11,606)
Additional amounts recognized during period	8,358
Ending balance	$	13,697

Disaggregation of Revenue

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


	Three Months Ended March 31,
	2021		2020
Revenue by Source	(amounts in thousands)
Spot revenues	$	154,294	$	203,414
Digital revenues	49,840		42,510
Network revenues	17,570		21,295
Sponsorships and event revenues	9,158		16,856
Other revenues	9,902		12,955
Net revenues	$	240,764	$	297,030

Performance Obligations

A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when the performance obligation is satisfied. Some of the Company’s contracts have one performance obligation which requires no allocation. For other contracts with multiple performance obligations, the Company allocates the contract’s transaction price to

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each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract.

The Company’s performance obligations are primarily satisfied at a point in time and revenue is recognized when an advertisement is aired and the customer has received the benefits of advertising. In rare instances, the Company will enter into contracts where performance obligations are satisfied over a period of time. In these instances, inputs are expended evenly throughout the performance period and the Company recognizes revenue on a straight line basis over the life of the contract. Contract lives are typically less than 12 months.

Practical Expedients

As a practical expedient, when the period of time between when the Company transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less, the Company will not adjust the promised amount of consideration for the effects of a significant financing component.

The Company has contracts with customers which will result in the recognition of revenue beyond one year. From these contracts, the Company expects to recognize $1.1 million of revenue in excess of one year.

The Company elected to apply the practical expedient which allows the Company to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in station operating expenses on the condensed consolidated statements of operations.

Significant Judgments

For performance obligations satisfied at a point in time, the Company does not estimate when a customer obtains control of the promised goods or services. Rather, the Company recognizes revenues at the point in time in which performance obligations are satisfied.

The Company records a provision against revenues for estimated sales adjustments when information indicates allowances are required.

For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its best estimate of the standalone selling price of each distinct good or service in the contract.

For all revenue streams with the exception of barter revenues, the transaction price is contractually determined. For trade and barter revenues, the Company estimates the consideration by estimating the fair value of the goods and services received.

Net revenues from network barter programming are recorded on a net basis.

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5. LEASES

Leasing Guidance

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

Lease Expense

The components of lease expense were as follows:


	Three Months Ended March 31,
Lease Cost	2021		2020
	(amounts in thousands)
Operating lease cost	$	12,371	$	12,146
Variable lease cost	2,957		2,767

Total lease cost	$	15,328	$	14,913

Supplemental Cash Flow

Supplemental cash flow information related to leases was as follows:


	Three Months Ended March 31,
Description	2021		2020
	(amounts in thousands)
Cash paid for amounts included in measurement of lease liabilities
Operating cash flows from operating leases	$	13,694	$	12,997
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	6,432	$	701

As of March 31, 2021, the Company has not entered into any leases that have not yet commenced.

6. INTANGIBLE ASSETS AND GOODWILL

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

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

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	Broadcasting Licenses Carrying Amount
	March 31, 2021		December 31, 2020
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2,229,016	$	2,508,121
Disposition of radio stations (See Note 2)	—		(432)

Loss on impairment	—		(261,929)
Assets held for sale (See Note 14)	—		(16,744)
Ending period balance	$	2,229,016	$	2,229,016

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


	Goodwill Carrying Amount
	March 31, 2021		December 31, 2020
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,042,762	$	1,024,467
Accumulated loss on impairment as of January 1,	(980,547)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	62,215		43,920


Acquisitions (See Note 2)	19,579		18,323
Measurement period adjustments to acquired goodwill	—		(28)
Ending period balance	$	81,794	$	62,215

Broadcasting Licenses Impairment Test

During the second and third quarters of 2020, the Company conducted interim impairment assessments on its broadcasting licenses. The interim impairment assessments indicated that the fair value of the Company's broadcasting licenses was less than their respective carrying amounts for certain of its markets. Accordingly, the Company recorded an impairment loss of $4.1 million ($3.0 million, net of tax) and $11.8 million ($8.7 million, net of tax) during the second and third quarters of 2020, respectively.

During the fourth quarter of 2020, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was less than their respective carrying amounts for certain of its markets. Accordingly, the Company recorded an impairment loss of $246.0 million ($180.4 million, net of tax).

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

There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2020 that indicated an interim review of broadcasting licenses was required.

Goodwill Impairment Test

In November 2020, the Company completed the QLGG Acquisition. QLGG represents a separate division one level beneath the single operating segment and its own reporting unit. For the goodwill acquired in the QLGG Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the annual impairment testing process. The valuation of the acquired goodwill approximated fair value.

The acquired goodwill attributable to the Company's podcast reporting unit, primarily consisting of the acquired goodwill in the 2019 acquisition of Cadence13, Inc. ("Cadence13") (the "Cadence13 Acquisition") and the 2019 acquisition of Pineapple Street Media ("Pineapple") (the "Pineapple Acquisition"), was subject to a qualitative annual impairment test conducted in the

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fourth quarter of 2020. As a result of the qualitative impairment test, the Company determined it was more likely than not that the fair value of the goodwill attributable to Cadence13 and Pineapple exceeded their respective carrying amounts. Accordingly, no quantitative impairment assessment was conducted and no impairment was recorded.

In March 2021, the Company completed the Podcorn Acquisition. For the goodwill acquired in the Podcorn Acquisition, similar valuation techniques that were applied in the valuation of goodwill under purchase price accounting were also used in the Company's impairment testing process. The valuation of the acquired goodwill approximated fair value.

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

There were no events or changes in circumstances since the previous annual impairment assessment conducted during the fourth quarter of 2020 that indicated an interim review of goodwill was required.

7. OTHER CURRENT LIABILITIES

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


	Other Current Liabilities
	March 31, 2021		December 31, 2020
	(amounts in thousands)
Accrued compensation	$	34,168	$	25,264
Accounts receivable credits	2,393		1,683
Advertiser obligations	5,820		4,844
Accrued interest payable	12,402		9,804
Unearned revenue	12,608		15,651

Unfavorable sports liabilities	4,634		4,634
Accrued benefits	6,521		6,944
Non-income tax liabilities	1,633		1,332
Income taxes payable	515		—
Other	3,352		3,841
Total other current liabilities	$	84,046	$	73,997

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8. LONG-TERM DEBT

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


	Long-Term Debt
	March 31, 2021		December 31, 2020
	(amounts in thousands)
Credit Facility
Revolver	$	74,727	$	114,727
Term B-2 Loan, due November 17, 2024	677,006		754,006
Plus unamortized premium	1,610		1,681
	753,343		870,414
2027 Notes
6.500% notes due May 1, 2027	425,000		425,000
Plus unamortized premium	4,148		4,318
	429,148		429,318

2029 Notes
6.750% notes due March 31, 2029	540,000		—
	540,000		—

Senior Notes
7.25% senior unsecured notes, due November 1, 2024	—		400,000
Plus unamortized premium	—		9,306
	—		409,306

Other debt	793		808
Total debt before deferred financing costs	1,723,284		1,709,846
Current amount of long-term debt	—		(5,488)
Deferred financing costs (excludes the revolving credit)	(17,622)		(14,409)
Total long-term debt, net of current debt	$	1,705,662	$	1,689,949
Outstanding standby letters of credit	$	6,069	$	6,229

(A) Senior Debt

The 2027 Notes

During 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.), issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "2027 Notes"). Interest on the 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year.

A portion of the 2027 Notes was issued at premium. The premium on the 2027 Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the Notes is reflected on the balance sheet as an addition to the 2027 Notes.

The Credit Facility

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

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The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times at March 31, 2021. In certain circumstances, if the Company consummates additional acquisition activity permitted under the terms of the Credit Facility, the Consolidated Net First-Lien Leverage Ratio will be increased to 4.5 times for a one year period following the consummation of such permitted acquisition. As of March 31, 2021, the Company’s Consolidated Net First Lien Leverage Ratio was 2.3 times.

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

As of March 31, 2021, 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.

2021 Debt Refinancing - The 2029 Notes

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

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

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

The 2029 Notes are fully and unconditionally guaranteed on a senior secured second priority basis by each of the direct and indirect subsidiaries of Audacy Capital Corp. (formerly, Entercom Media Corp.) A default under the Company's 2029 Notes could cause a default under the Company's Credit Facility or the 2027 Notes. Any event of default, therefore, could have a material adverse effect on the Company's business and financial condition.

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

(B) Senior Unsecured Debt

The Senior Notes

Simultaneously with entering into the Merger and assuming the Credit Facility on November 17, 2017, the Company also assumed the 7.250% unsecured senior notes (the “Senior Notes”) that were subsequently modified and were set to mature on November 1, 2024 in the amount of $400.0 million. The Senior Notes were originally issued by CBS Radio (now Audacy Capital Corp.) on October 17, 2016. The deferred financing costs and debt premium on the Senior Notes were amortized over the term under the effective interest rate method. As of any reporting period, the amount of any unamortized debt finance costs and debt premium costs were reflected on the balance sheet as a subtraction and an addition to the $400.0 million liability, respectively.

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

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

The Credit Facility - Amendment No. 5

On July 20, 2020, Audacy Capital Corp. (formerly, 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.

The Credit Facility - Amendment No. 6

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

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

The components of net interest expense are as follows:

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	Net Interest Expense
	Three Months Ended March 31,
	2021		2020
	(amounts in thousands)
Interest expense	$	20,967	$	23,554
Amortization of deferred financing costs	1,041		946
Amortization of original issue discount (premium) of senior notes	(848)		(849)
Interest income and other investment income	—		(30)
Total net interest expense	$	21,160	$	23,621

9. DERIVATIVE AND HEDGING ACTIVITIES

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

Hedge Accounting Treatment

As of March 31, 2021, 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 three months ended March 31, 2021, the Company recorded the net change in the fair value of this derivative as a gain of $0.8 million (net of taxes benefit of $0.2 million as of March 31, 2021) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of March 31, 2021, the fair value of these derivatives was a liability of $1.7 million, and is recorded as other long-term liabilities on the condensed consolidated balance sheet. The Company expects to reclassify approximately $1.0 million of this amount to the condensed consolidated statement of operations over the next twelve months.

The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of March 31, 2021 and December 31, 2020:


	Accumulated Derivative Gain (Loss)
Description	March 31, 2021		December 31, 2020
	(amounts in thousands)
Accumulated derivative unrealized gain (loss)	$	(1,236)	$	(1,789)

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


Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Condensed Consolidated Statement of Operations
Three Months Ended March 31,
2021		2020		2021		2020
(amounts in thousands)
$	553	$	(2,354)	$	307	$	—

Undesignated Derivatives

The Company is subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the 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 March 31, 2021, the notional investments underlying the TRS amounted to $24.7 million. The contract term of the TRS is through March 2022 and is settled on a monthly basis, therefore limiting counterparty performance risk. The Company did not designate the TRS as an accounting hedge. Rather, the Company records all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities.

For the three months ended March 31, 2021, the Company recorded the net change in the fair value of the TRS in station operating expenses and corporate, general and administrative expenses in the amount of a $1.2 million benefit. Of this amount, a $0.4 million benefit was recorded in corporate, general and administrative expenses and a $0.8 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 March 31,
	2021		2020
	(amounts in thousands except per share data)
Basic Income (Loss) Per Share
Numerator



Net income (loss)	$	(21,648)	$	(9,138)
Denominator
Basic weighted average shares outstanding	135,379		134,890



Net income (loss) per share - Basic	$	(0.16)	$	(0.07)
Diluted Income (Loss) Per Share
Numerator



Net income (loss)	$	(21,648)	$	(9,138)
Denominator
Basic weighted average shares outstanding	135,379		134,890
Effect of RSUs and options under the treasury stock method	—		—
Diluted weighted average shares outstanding	135,379		134,890



Net income (loss) per share - Diluted	$	(0.16)	$	(0.07)

Disclosure of Anti-Dilutive Shares

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


	Three Months Ended March 31,
Impact Of Equity Issuances	2021		2020
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	588		609
Price range of options: from	$	4.88	$	3.54
Price range of options: to	$	13.98	$	13.98
RSUs with service conditions	84		2,698
RSUs excluded with service and market conditions as market conditions not met	—		199
Excluded shares as anti-dilutive when reporting a net loss	2,378		290

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11. SHARE-BASED COMPENSATION

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

Restricted Stock Units (“RSUs”) Activity

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


	Period Ended	Number of Restricted Stock Units		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value as of March 31, 2021
	(amounts in thousands)
RSUs outstanding as of:	December 31, 2020	5,539
RSUs awarded	March 31, 2021	334
RSUs released	March 31, 2021	(1,050)
RSUs forfeited	March 31, 2021	(43)
RSUs outstanding as of:	March 31, 2021	4,780		$	—	1.3	$	22,681
RSUs vested and expected to vest as of:	March 31, 2021	4,780		$	—	1.3	$	22,681
RSUs exercisable (vested and deferred) as of:	March 31, 2021	40		$	—	0.0	$	204
Weighted average remaining recognition period in years		1.8
Unamortized compensation expense		$	13,859

RSUs with Service and Market Conditions

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

Option Activity

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


	Three Months Ended March 31,
Option Exercise Data	2021		2020
	(amounts in thousands)
Intrinsic value of options exercised	$	241	$	—
Tax benefit from options exercised	$	64	$	—
Cash received from exercise price of options exercised	$	15	$	—

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


	Period Ended	Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of March 31 2021
	(amounts in thousands)
Options outstanding as of:	December 31, 2020	809		$	8.63

Options exercised	March 31, 2021	(47)		0.33


Options outstanding as of:	March 31, 2021	762		$	9.15	3.4	$	741
Options vested and expected to vest as of:	March 31, 2021	762		$	9.15	3.4	$	741
Options vested and exercisable as of:	March 31, 2021	567		$	11.73	3.1	$	45
Weighted average remaining recognition period in years		1.1
Unamortized compensation expense		$	173

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


			Options Outstanding			Options Exercisable
Range of Exercise Prices			Number of Options Outstanding March 31, 2021	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number of Options Exercisable March 31, 2021	Weighted Average Exercise Price
From		To
$	0.40	7.01	219,212	4.3	1.96	24,856	$	4.47
$	9.66	13.98	542,582	3.0	12.06	542,582	$	12.06
$	0.40	13.98	761,794	3.4	9.15	567,438	$	11.73

Recognized Non-Cash Stock-Based Compensation Expense

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


	Three Months Ended March 31,
	2021		2020
	(amounts in thousands)
Station operating expenses	$	1,073	$	502
Corporate general and administrative expenses	1,667		1,278
Stock-based compensation expense included in operating expenses	2,740		1,780
Income tax benefit (1)	664		368
After-tax stock-based compensation expense	$	2,076	$	1,412

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

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12. INCOME TAXES

Tax Rate for the Three Months Ended March 31, 2021

The Company recognized an income tax benefit at an effective income tax rate of 42.3% for the three months ended March 31, 2021, which was determined using a forecasted rate based upon taxable income for the year. The effective income tax rate for the quarter was impacted by discrete income tax expense items related to: (i) the benefit related to the carry back of the Company's 2020 federal net operating loss ("NOL") under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"); and (ii) the shortfall associated with share-based awards.

The effective income tax rate is typically higher in the first quarter of the year primarily due to: (i) the seasonality of the business which results in a lower reported figure for income before income taxes; and (ii) the disproportionate impact that discrete items may have on such lower reported income before income taxes figures.

The Company estimates that its 2021 annual tax rate before discrete items, will be between 28% and 30%. 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 CARES Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of net operating losses, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. The Company continues to evaluate the impact the CARES Act will have on the Company’s tax obligations.

Tax Rate for the Three Months Ended March 31, 2020

The effective income tax rate was 25.5% for the three months ended March 31, 2020, which was determined using a forecasted rate based upon taxable income for the year.

Net Deferred Tax Assets and Liabilities

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

13. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

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

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	Fair Value Measurements At Reporting Date
Description	Balance at March 31, 2021		Quoted prices in active markets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3		Measured at Net Asset Value as a Practical Expedient (2)
	(amounts in thousands)
Liabilities
Deferred compensation plan liabilities (1)	$	30,846	$	24,524	$	—	$	—	$	6,322
Interest Rate Cash Flow Hedge (3)	$	1,684	$	—	$	1,684	$	—	$	—
Contingent Consideration (4)	$	7,786	$	—	$	—	$	7,786	$	—
Description	Balance at December 31, 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)	$	33,474	$	27,040	$	—	$	—	$	6,434
Interest Rate Cash Flow Hedge (3)	$	2,439	$	—	$	2,439	$	—	$	—

(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.

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate. The discount rate used was 10.5%. The contingent consideration measured at fair value using unobservable inputs as of March 31, 2021 is $7.8 million which is included in other long-term liabilities.

Non-Recurring Fair Value Measurements

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

During the second, third, and fourth quarters of 2020, the Company conducted interim and annual impairment assessments on its broadcasting licenses. As a result of these impairment assessments, the Company determined the fair values of the broadcasting licenses were less than their respective carrying values. Accordingly, the Company recorded impairment charges in the second, third, and fourth quarters of 2020. Refer to Note 6, Intangible Assets and Goodwill, for additional information.

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During the fourth quarter of 2020, the Company conducted a qualitative impairment assessment on its goodwill attributable to the podcast reporting unit. As a result of the qualitative impairment test, the Company determined it was more likely than not that the fair value of the goodwill attributable to the podcast reporting unit exceeded their respective carrying amounts. Refer to Note 6, Intangible Assets and Goodwill, for additional information.

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 three months ended March 31, 2020.

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

Fair Value of Financial Instruments Subject to Disclosures

The carrying 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:


	March 31, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
	(amounts in thousands)
Term B Loans (1)	$	677,006	$	665,158	$	754,006	$	740,811
Revolver (2)	$	74,727	$	74,727	$	114,727	$	114,727
Senior Notes (3)	$	—	$	—	$	400,000	$	398,000
2029 Notes (3)	$	540,000	$	562,275	$	—	$	—
2027 Notes (3)	$	425,000	$	440,938	$	425,000	$	429,250
Other debt (4)	$	793			$	808
Letters of credit (4)	$	6,069			$	6,229

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, 2029 Notes and 2027 Notes to compute the fair value as these Senior Notes, 2029 Notes and 2027 Notes are traded in the debt securities market. The Senior Notes, 2029 Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

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

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14. ASSETS HELD FOR SALE

Assets Held for Sale

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

As of December 31, 2020, the Company was party to 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 conducted an analysis and determined the assets met the criteria to be classified as held for sale at December 31, 2020. In aggregate, these assets had a carrying value of $21.4 million. The Company and Urban One began programming the respective stations under LMAs on November 23, 2020. During the period of the LMAs, the Company excluded net revenues and station operating expenses associated with the four station cluster in Charlotte, North Carolina in the Company's consolidated financial statements and included net revenues and station operating expenses associated with the stations in St. Louis, Missouri, Washington, D.C., and Philadelphia, Pennsylvania. The Urban One Exchange closed in the second quarter of 2021. Refer to Note 17, Subsequent Events, for additional information.

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

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


	Assets Held for Sale
	March 31, 2021		December 31, 2020
	(amounts in thousands)



Net property and equipment	4,686		4,686
Radio broadcasting licenses	16,744		16,744
Operating lease right-of-use assets	1,292		1,292
Operating lease liabilities	(1,315)		(1,315)

Net assets held for sale	$	21,407	$	21,407

15. SHAREHOLDERS’ EQUITY

Dividend Equivalents

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


		Dividend Equivalent Liabilities
	Balance Sheet Location	March 31, 2021		December 31, 2020
		(amounts in thousands)
Short-term	Other current liabilities	$	240	$	437
Long-term	Other long-term liabilities	283		477
Total		$	523	$	914

Employee Stock Purchase Plan

Following the purchase of shares under the ESPP for the first quarter of 2020, the Company temporarily suspended the ESPP.

The 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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	Three Months Ended March 31,
	2021		2020
	(amounts in thousands)
Number of shares purchased	—		166
Non-cash compensation expense recognized	$	—	$	43

Share Repurchase Program

During the three months ended March 31, 2021, the Company did not repurchase any shares under the 2017 Share Repurchase Program. As of March 31, 2021, $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 entitled 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 expired on April 20, 2021.

16. CONTINGENCIES AND COMMITMENTS

Contingencies

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the Company’s Form 10-K, filed with the SEC on March 1, 2021, except as described below.

Music Licensing

The Radio Music Licensing Committee (the “RMLC”), of which we are a represented participant: (i) is currently engaged in arbitration proceedings with the American Society of Composers, Authors and Publishers ("ASCAP") regarding interpretation of the Most Favored Nations provision in the current ASCAP-2017 license as the result of the RMLC’s recent settlement with Broadcast Music, Inc. ("BMI") (as further described below), and the RMLC has filed a counterclaim against ASCAP alleging ASCAP fraudulently misrepresented its share of musical works at the time the ASCAP-2017 license was negotiated; (ii) entered into an industry-wide settlement with BMI resulting in a new license made available to RMLC members, which license is effective retroactively to January 1, 2017 and will expire on December 31, 2021; and (iii) entered into an industry-wide settlement with SESAC, Inc. ("SESAC") resulting in a new license made available to RMLC members,

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which license is effective retroactively to January 1, 2019 and will expire December 31, 2022. Effective as of January 1, 2021, the Company entered into a direct license agreement with Global Music Rights, LLC.

The United States Copyright Royalty Board ("CRB") hearings to determine the royalty rates for the public digital performance of sound recordings on the Internet under federal statutory license for the 2021-2026 royalty period (the "Web V Proceedings"), originally scheduled for March 2020, were rescheduled due to the COVID-19 pandemic and held virtually in August 2020. As of the date of this filing, the CRB has not yet released its determination of rates resulting from the Web V Proceedings.

17. SUBSEQUENT EVENTS

Events occurring after March 31, 2021, 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:

Urban One Exchange

Upon completion of the Urban One Exchange on April 20, 2021, the Company: (i) removed from its records the assets of the divested stations, which were previously classified as assets held for sale at March 31, 2021; and (ii) recorded the assets of the acquired stations at fair value.

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

In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and related notes included elsewhere in this report. The following results of operations include a discussion of the three months ended March 31, 2021 as compared to the comparable period in the prior year. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

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

Results of Operations for the Year-To-Date

The following significant factors affected our results of operations for the three months ended March 31, 2021, as compared to the three months ended March 31, 2020:

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 the implementation of alternative work arrangements. While certain of these measure have been relaxed or reversed to varying degrees throughout the world, many have been subsequently reinstated, adding an additional layer of uncertainty. 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 pandemic is not yet known, we have taken proactive actions in an effort to mitigate its effects and are continually assessing its effects on our business, including how it has and will continue to impact advertisers, professional sports and live events.

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

Due to the seasonality of the business, the month over month improvement in net revenues did not continue into the first quarter of 2021. However, we did continue to experience sequential growth in revenues from January through March of 2021. Additionally, net revenues in March 2021 exceeded net revenues in March 2020.

We are currently unable to predict the extent of the impact that the COVID-19 pandemic will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties, but to date, it has been material and we believe the impact will continue to be material throughout 2021. 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;

•adversely affect our event revenues due to the cancellation of many of our events scheduled for 2021, 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 in 2020 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 three months ended March 31, 2021, may not be indicative of the results for the year ending December 31, 2021.

Podcorn Acquisition

In March 2021, we completed an acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash and a performance-based earn out which is based upon the achievement of certain annual performance benchmarks over a two year period (the "Podcorn Acquisition"). Based on the timing of this transaction, our condensed consolidated financial statements for the three months ended March 31, 2021, reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition. Our condensed consolidated financial statements for the three months ended March 31, 2020, do not reflect the results of Podcorn.

QL Gaming Group Acquisition

In November 2020, we completed the acquisition of sports data and iGaming affiliate platform QL Gaming Group ("QLGG") in an all cash deal for approximately $32 million (the "QLGG Acquisition"). Based upon the timing of this transaction, our condensed consolidated financial statements for the three months ended March 31, 2021 reflect the results of QLGG. Our condensed consolidated financial statements for the three months ended March 31, 2020 do not reflect the results of QLGG.

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 $0.6 million during the three months ended March 31, 2020. Amounts were expensed as incurred and are included in integration costs.

In connection with the Merger and the COVID-19 pandemic, we incurred restructuring charges, including workforce reductions and other restructuring costs of $0.2 million and $4.2 million during the three months ended March 31, 2021 and March 31, 2020, respectively. Amounts were expensed as incurred and are included in restructuring charges.

Note Issuance

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

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

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

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


Three Months Ended March 31, 2021 As Compared To The Three Months Ended March 31, 2020


	THREE MONTHS ENDED MARCH 31,
	2021		2020		% Change
	(dollars in millions)
NET REVENUES	$	240.8	$	297.0	(19)	%

OPERATING EXPENSE:
Station operating expenses	212.5		250.1		(15)	%
Depreciation and amortization expense	11.6		12.5		(7)	%
Corporate general and administrative expenses	23.6		17.2		37	%
Integration costs	—		0.6		(100)	%
Restructuring charges	0.2		4.2		(95)	%
Impairment loss	0.6		1.0		(40)	%

Refinancing expenses	0.5		—		100	%

Total operating expense	249.0		285.6		(13)	%
OPERATING INCOME (LOSS)	(8.2)		11.4		(172)	%

INTEREST EXPENSE	21.2		23.6		(10)	%
Net (gain) loss on extinguishment of debt	8.2		—		100	%

(LOSS) BEFORE INCOME TAXES (BENEFIT)	(37.6)		(12.2)		208	%

INCOME TAXES (BENEFIT)	(15.9)		(3.1)		413	%



NET INCOME (LOSS)	$	(21.7)	$	(9.1)	138	%

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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. Additionally, the cancellation of events scheduled for the first quarter of 2021 contributed to a decline in our event revenues.

Partially offsetting these decreases, net revenues were positively impacted by: (i) growth in our digital revenues; (ii) the operations of QLGG for the full period; and (iii) the operations of Podcorn for a portion of the period.

Net revenues increased the most for our stations located in the Detroit and St. Louis markets. Net revenues decreased the most for our stations located in the Los Angeles and Miami markets.

Station Operating Expenses

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

Station operating expenses include non-cash compensation expense of $1.1 million and $0.5 million for the three months ended March 31, 2021 and March 31, 2020, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense decreased primarily due to a decrease in capital expenditures in 2020. The decrease in capital expenditures in 2020 was planned in order to mitigate the adverse financial impact of the COVID-19 pandemic. This reduction was part of a comprehensive set of measures to significantly reduce expenses and cash expenditures.

Corporate General and Administrative Expenses

Corporate general and administrative expenses increased primarily as a result of: (i) an increase in payroll and related expenses in the current year; and (ii) an increase in corporate rebranding costs in connection with our corporate name change. In 2020, we implemented certain measures to reduce expenses, and offset reduction in revenue due to COVID-19, including: (i) temporary salary reductions; and (ii) temporary freezing of contractual salary increases. Upon the reversal of these measures, we incurred increased costs in the current year.

Corporate general and administrative expenses include non-cash compensation expense of $1.7 million and $1.3 million for the three months ended March 31, 2021 and March 31, 2020, respectively.

Integration Costs

Integration costs were incurred during the three months ended March 31, 2020 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 2021 and 2020 primarily in response to the COVID-19 pandemic. These costs primarily included workforce reduction charges and were expensed as incurred.

Impairment Loss

The impairment loss incurred during the three months ended March 31, 2021 includes a $0.3 million write down of property and equipment and $0.3 million related to an early termination of certain leases. The impairment loss incurred during the three months ended is primarily attributable to a $1.0 million write down in right-of-use assets.

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Refinancing Expenses

As discussed above, we incurred $0.5 million of costs in connection with the issuance of the 2029 Notes.

Interest Expense

During the three months ended March 31, 2021, we incurred $2.5 million less in interest expense as compared to the three months ended March 31, 2020.

As discussed above, we issued the $540.0 million 2029 Notes in March 2021 and used net proceeds and cash on hand to partially repay $517.0 million of existing indebtedness under our Term B-2 Loan, Revolver, and Senior Notes.

This reduction in interest expense was primarily attributable to: (i) a reduction in outstanding variable-rate indebtedness upon which interest is computed; and (ii) the replacement of a portion of our fixed-rate debt with fixed-rate debt at a lower interest rate. These reductions were partially offset by an overall increase in the outstanding indebtedness upon which interest is computed.

Net (Gain) Loss on Extinguishment of Debt

As discussed above, in connection with the redemption of the Senior Notes during the first quarter of 2021, we wrote off: (i) $14.5 million in prepayment premiums for the early retirement of the Senior Notes; (ii) $1.0 million of unamortized debt issuance costs attributable to the Senior Notes; and (iii) $1.3 million of unamortized debt issuance costs attributable to the Term B-2 Loan. These losses on the extinguishment of debt were partially offset by the write off of $8.7 million of unamortized premium attributable to the Senior Notes.

Income Taxes (Benefit)

Tax Rate for the Three Months Ended March 31, 2021

We recognized an income tax benefit at an effective income tax rate of 42.3% for the three months ended March 31, 2021, which was determined using a forecasted rate based upon taxable income for the year. The effective income tax rate was impacted by discrete income tax expense items related to: (i) the benefit related to the carry back of our 2020 federal net operating loss ("NOL") under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"); and (ii) the shortfall associated with share-based awards.

On March 27, 2020, the United States enacted the CARES Act. The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of NOLs, increases the loss carry back period for certain losses to five years, and increases the ability to deduct interest expense, as well as amending certain provisions of the previously enacted Tax Cuts and Jobs Act. We are continuing to assess the impact that the CARES Act may have on our tax obligations.

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

Tax Rate for the Three Months Ended March 31, 2020

The estimated annual effective income tax rate was 25.5%, which was determined using a forecasted rate based upon taxable income for the year. The effective income tax rate for the quarter was impacted by a discrete income tax expense item related to the shortfall associated with share-based awards.

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Liquidity and Capital Resources

Liquidity

Although we have been, and expect to continue to be, negatively impacted by the COVID-19 pandemic, we anticipate that our business will continue to generate sufficient cash flow from operating activities and we believe that these cash flows, together with our existing cash and cash equivalents and our ability to 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.

The Credit Facility as amended, is comprised of the $250.0 million Revolver and the Term B-2 Loan with $677.0 million outstanding at March 31, 2021. During the three months ended March 31, 2021, and in connection with the issuance of the 2029 Notes we: (i) repaid $40.0 million outstanding under our Revolver; and (ii) repaid $77.0 million outstanding under the Term B-2 Loan.

As of March 31, 2021, we had $677.0 million outstanding under the Term B-2 Loan and $74.7 million outstanding under the Revolver. In addition, we had $6.1 million in outstanding letters of credit.

As of March 31, 2021, total liquidity was $220.8 million, which was comprised of $169.3 million available under the Revolver and $51.5 million in cash and cash equivalents. For the three months ended March 31, 2021, we increased our outstanding debt by $10.2 million due to the previously discussed debt refinancing activities.

As of March 31, 2021, our Consolidated Net First Lien Leverage Ratio was 2.3 times as calculated in accordance with the terms of our Credit Facility, which place restrictions on the amount of cash, cash equivalents and restricted cash that can be subtracted in determining consolidated first lien net debt.

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

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

The 2027 Notes

During 2019, we and our finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.), issued $425.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "2027 Notes"). Interest on the 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year.

A portion of the 2027 Notes was issued at a premium. The premium on the 2027 Notes will be amortized over the term under the effective interest rate method. As of any reporting period, the unamortized premium on the Notes is reflected on the balance sheet as an addition to the 2027 Notes.

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

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

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

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

The Credit Facility

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

As of March 31, 2021, we were in compliance with the financial covenant then applicable and all other terms of the Credit Facility in all material respects. Our ability to maintain compliance with our financial covenant under the Credit Facility is highly dependent on our results of operations. Currently, given the impact of COVID-19, the outlook is highly uncertain.

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

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

The Credit Facility - Amendment No. 5

On July 20, 2020, Audacy Capital Corp. (formerly, 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;

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The Credit Facility - Amendment No. 6

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

2021 Debt Refinancing - The 2029 Notes

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

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

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

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

The Senior Notes

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

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

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Operating Activities

Net cash flows provided by operating activities were $43.9 million and $68.1 million for the three months ended March 31, 2021 and March 31, 2020, respectively.

The cash flows from operating activities decreased primarily due to: (i) a decrease in net income, as adjusted for certain non-cash charges and income tax benefits of $19.3 million; and (ii) an increase in net investment in working capital of $15.9 million.

This decrease was partially offset by an increase in the adjustments to reconcile net income to net cash provided by operating activities of $10.3 million.

The increase in adjustments to reconcile net income to net cash provided by operating activities was primarily due to: (i) an increase in the adjustment for net loss on extinguishment of debt of $8.2 million; and (ii) an increase in gains in the deferred compensation plan of $6.2 million.

These increases in adjustments to reconcile net income to net cash provided by operating activities were partially offset by reductions in: (i) provision for bad debts of $4.0 million; and (ii) depreciation and amortization expense of $0.9 million.

Investing Activities

Net cash flows used in investing activities were $22.6 million and $9.7 million for the three months ended March 31, 2021 and March 31, 2020, respectively

During 2021, net cash flows used in investing activities increased primarily due to an increase in purchases of businesses and audio assets of $15.3 million.

Financing Activities

Net cash flows used in financing activities were $0.7 million for the three months ended March 31, 2021. Net cash flows provided by financing activities were $110.5 million for the three months ended March 31, 2020.

During 2021, net cash flows provided by financing activities decreased primarily due to: (i) an increase in cash outflows related to the redemption of the Senior Notes of $400.0 million; (ii) a reduction in borrowing under the Revolver of $134.7 million; (iii) an increase in payments of long-term debt of $65.1 million; (iv) an increase in payments of revolving senior debt of $32.0 million; (v) an increase in payments of call premiums and other fees of $14.5 million; and (vi) an increase in payments for debt issuance costs of $6.9 million. These increases in cash outflows were partially offset by an increase in the proceeds from issuance of long-term debt of $540.0 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 2027 Notes and the 2029 Notes.

Share Repurchase Program

During the three months ended March 31, 2021, we did not repurchase any shares under our share repurchase program (the "2017 Share Repurchase Program"). As of March 31, 2021, $41.6 million is available for future share repurchases under the 2017 Share Repurchase Program.

Income Taxes

During the three months ended March 31, 2021, we did not pay any federal or state income taxes. During the three months ended March 31, 2021, we received a refund of $0.5 million in state income taxes. We do not anticipate making any federal income tax payments in 2021 primarily as a result of the availability of NOLs to offset federal tax due.

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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 three months ended March 31, 2021 were $7.3 million. We anticipate that total capital expenditures in 2021 will be between $70 million and $75 million as we increase our investment in the rapidly growing digital audio advertising market.

Contractual Obligations

As of March 31, 2021, there have been no net material changes in the total amount from the contractual obligations listed in our Form 10-K for the year ended December 31, 2020, as filed with the SEC on March 1, 2021, other than as described below.

As discussed above in the liquidity section, during the three months ended March 31, 2021, we issued the $540.0 million 2029 Notes and used net proceeds to: (i) fully redeem the $400.0 million Senior Notes due to mature in 2024; (ii) repay $77.0 million under the Term B-2 Loan; and (iii) repay $40.0 million under the Revolver. As a result of this activity, the amounts outstanding under our long-term debt obligations increased by $10.2 million during the three months ended March 31, 2021 and the maturity of our debt was pushed out to later periods.

As discussed above, during the three months ended March 31, 2021, we acquired Podcorn. This acquisition included cash due at closing as well as contingent consideration of $7.7 million, which is included in other long-term liabilities.

Off-Balance Sheet Arrangements

As of March 31, 2021, 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 March 31, 2021. 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, 2020.

Goodwill Valuation Risk

We no longer have any goodwill attributable to the broadcast reporting unit. Cadence13, Pineapple and Podcorn represent a single podcasting division one level beneath the single operating segment. Since the operations are economically similar, Cadence13, Pineapple and Podcorn were aggregated into a single podcasting reporting unit. QLGG represents a separate division one level beneath the single operating segment and its own reporting unit.

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

A deterioration in our forecasted financial performance, an increase in discount rates, a reduction in long-term growth rates, a sustained decline in our stock price, or a failure to achieve analyst expectations could all be potential indicators of an impairment to the remaining goodwill attributable to the podcasting reporting unit and the QLGG reporting unit, which could

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be material, in future periods. The COVID-19 pandemic increases the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

As of March 31, 2021, we evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any goodwill, and concluded no assessment was required. We will continue to evaluate the impacts of the COVID-19 pandemic on our business, including the impacts of overall economic conditions, which could result in the recognition of an impairment charge in the future.

Broadcasting License Risk

After the annual impairment test conducted on our broadcasting licenses in the fourth quarter of 2020 in which 38 markets were written down to fair value, the results indicated that there were 41 units of accounting where the fair value exceeded their carrying value by 10% or less. In aggregate, these 41 units of accounting have a carrying value of $2,160.6 million at March 31, 2021.

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

As of March 31, 2021, we evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any of our broadcasting licenses, and concluded no assessment was required. We will continue to evaluate the impacts of the COVID-19 pandemic on our business, including the impacts of overall economic conditions, which could result in the recognition of an impairment charge, which could be material, in the future.

ITEM 3. Quantitative And Qualitative Disclosures About Market Risk

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

As of March 31, 2021, 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 $5.4 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 March 31, 2021.

Assuming LIBOR remains flat, interest expense in 2021 versus 2020 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

$560.0

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

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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 March 31, 2021 was $1.7 million.

From time to time, we invest all or a portion of our cash in cash equivalents, which are money market instruments consisting of short-term government securities and repurchase agreements that are fully collateralized by government securities. When such investments are made, we do not believe that we have any material credit exposure with respect to these assets. As of March 31, 2021, we did not have any investments in money market instruments.

Our credit exposure related to our accounts receivable does not represent a significant concentration of credit risk due to the quantity of advertisers, the minimal reliance on any one advertiser, the multiple markets in which we operate and the wide variety of advertising business sectors.

See also additional disclosures regarding liquidity and capital resources made under Liquidity and Capital Resources in Part 1, Item 2, above.

ITEM 4. Controls And Procedures

Evaluation of Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to 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, 2020, filed with the Securities and Exchange Commission on March 1, 2021. Refer to Note 16, Contingencies And Commitments, for additional information.

ITEM 1A Risk Factors

There have been no material changes to the risk factors associated with our business previously described in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2021.

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

The following table provides information on our repurchases during the quarter ended March 31, 2021:


Period (1)(2)	(a) Total Number Of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	(d) Maximum Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
January 1, 2021 - January 31, 2021	1,005	$	4.40	—	$	41,578,230
February 1, 2021 - February 28, 2021	248,876	$	5.89	—	$	41,578,230
March 1, 2021 - March 31, 2021	97,726	$	4.51	—	$	41,578,230
Total	347,607			—


(1)			We withheld shares upon the vesting of RSUs in order to satisfy employees’ tax obligations. As a result, we are deemed to have purchased: (i) 1,005 shares at an average price of $4.40 in January 2021; (ii) 248,876 shares at an average price of $5.89 in February 2021; and (iii) 97,726 shares at an average price of $4.51 in March 2021. These shares are included in the table above.
(2)			On November 2, 2017, our Board announced a share repurchase program (the “2017 Share Repurchase Program”) to permit us to purchase up to $100.0 million of our issued and outstanding shares of Class A common stock through open market purchases. In connection with the 2017 Share Repurchase Program, we did not repurchase any shares during the three months ended March 31, 2021.

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 Audacy, Inc. (formerly, Entercom Communications Corp.). (Incorporated by reference to Exhibit 3.01 to the Company'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 Audacy, Inc. (formerly, Entercom Communications Corp.) (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K as filed on December 21, 2007)
3.3 #			Articles of Amendment to the Articles of Incorporation of Audacy, Inc. (formerly, Entercom Communications Corp.) (Incorporated by reference to Exhibit 3.02 to our 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 Audacy, Inc. (formerly, 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 #			Articles of Amendment to the Articles of Incorporation of Audacy, Inc. (formerly, Entercom Communications Corp.) (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 30, 2021)
3.6 #			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)
3.7 #			Statement with Respect to Shares for Series A Junior Participating Convertible Preferred Stock of Audacy, Inc. (formerly, 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 to our Current Report on Form 8-K dated April 21, 2020).
3.8 #			Statement with Respect to Shares for Series B Junior Participating Convertible Preferred Stock of Audacy, Inc. (formerly, 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 to our Current Report on Form 8-K dated April 21, 2020).
3.9 #			Amended and Restated Bylaws of Audacy, Inc. (formerly, Entercom Communications Corp.) (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on October 24, 2019)
3.10 #			Amendment No. 1 to Amended and Restated Bylaws of Audacy, Inc. (formerly, Entercom Communications Corp.) (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 7, 2020).
4.1 #			Indenture for Senior Secured Second-Lien Notes due May 1, 2027, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on May 1, 2019)
4.2 #			Form of 6.500% Senior Secured Second-Lien Notes due 2027 (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 1, 2019
4.3 #			First Supplemental Indenture, dated as of December 13, 2019, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 16, 2019).
4.4 #			Indenture, dated as of March 25, 2021, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 29, 2021
4.5 #			Form of 6.750% Senior Secured Second-Lien Note due 2029 (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on March 29, 2021
10.1 #			Amendment No. 6, dated March 5, 2021, to the Credit Agreement, dated October 17, 2016 (as amended), among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 9, 2021.
31.1 *			Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
31.2 *			Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
32.1 **			Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 **			Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

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101.INS*			Inline XBRL Instance Document
101.SCH*			Inline XBRL Taxonomy Extension Schema
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*			Filed Herewith
#			Incorporated by reference.
**			Furnished herewith. Exhibit is “accompanying” this report and shall not be deemed to be “filed” herewith.

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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.


			AUDACY, INC. (Registrant)

Date: May 10, 2021			/S/ David J. Field Name: David J. Field Title: Chairman, Chief Executive Officer and President (principal executive officer)

Date: May 10, 2021			/S/ Richard J. Schmaeling Name: Richard J. Schmaeling Title: Executive Vice President - Chief Financial Officer (principal financial officer)