UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

FORM 10-K

____________________________________

(Mark One)


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

For the fiscal year ended December 31, ~~2022~~2023


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

For the transition period from to

Commission File Number: 001-14461

________________________________________

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

Philadelphia, Pennsylvania 19103

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

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

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

~~_________________________________________~~________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒☐ No ☐☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ☐

~~Large~~Indicate by check mark whether the registrant is a large accelerated filer, ☐an ~~Accelerated~~accelerated filer, ☒a ~~Non~~non-accelerated filer, ☐a ~~Smaller~~smaller reporting company, ☒or ~~Emerging~~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.

IfLarge anaccelerated ~~emerging~~filer ~~growth~~☐ ~~company,~~Accelerated ~~indicate~~filer by☐ ~~check~~Non-accelerated ~~mark~~filer if☒ ~~the~~Smaller ~~registrant~~reporting ~~has~~company ~~elected~~☒ ~~not~~Emerging togrowth ~~use~~company 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~~If an emerging growth company, indicate by check mark ~~whether~~if the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness~~new ofor ~~its~~revised ~~internal~~financial ~~control~~accounting ~~over~~standards ~~financial~~provided ~~reporting~~pursuant ~~under~~to Section ~~404~~ 13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒~~ ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ~~Yes~~ ☐ ~~No ☒~~

~~The~~If ~~aggregate~~securities ~~market~~are ~~value~~registered ofpursuant ~~the~~to ~~Class A~~Section ~~common~~12(b) ~~stock held by non-affiliates~~ of the ~~registrant as of the last business day of the registrant’s most recently completed second fiscal quarter~~Act, ~~which~~indicate ~~was~~by ~~June 30,~~check ~~2022,~~mark ~~was~~whether ~~$110,850,101 based on~~ the ~~closing~~financial ~~price~~statements of ~~$0.94 on~~ the ~~New York Stock Exchange on such date. The market value of the~~ registrant's ~~Class B common stock is not~~ included in the ~~above~~filing ~~value~~reflect asthe ~~there~~correction isof noan ~~active~~error ~~market~~to ~~for~~previously ~~such~~issued ~~stock~~financial statements. ☐

~~Class A~~Indicate ~~common~~by ~~stock,~~check ~~$0.01~~mark ~~par~~whether ~~value~~any ~~141,436,963~~of ~~shares~~those ~~outstanding~~error ascorrections are restatements that required a recovery analysis of ~~February 10,~~incentive-based ~~2023~~compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

1Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

At June 30, 2023, the aggregate market value of the registrant's Class A common stock held by non-affiliates of the registrant was approximately $8.4 million (based upon the closing price of the Class A common stock on June 30, 2023 as reported on the Over-the-Counter Pink Market). The market value of the registrant's Class B common stock is not included in the above value as there is no active market for such stock.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Class A common stock, $0.01 par value 4,861,724 shares outstanding as of February 29, 2024

Class B common stock, $0.01 par value 134,839 shares outstanding as February 29, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

~~Certain~~Items ~~information~~10, in11, ~~the~~12, ~~registrant’s~~13 ~~Definitive~~and ~~Proxy~~14 ~~Statement for its 2023 Annual Meeting~~ of ~~Shareholders,~~Part ~~pursuant~~III towill ~~Regulation~~be ~~14A, is~~ incorporated by reference infrom ~~Part~~the ~~III~~Form of10-K/A ~~this~~to ~~report, which will~~ be filed with the Securities and Exchange Commission ~~no later than 120 days after the end of the fiscal year~~.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	78
Item 1B.	Unresolved Staff Comments	1819
Item 2.	Properties	19
Item 1C.	Cybersecurity	19
Item 3.	Legal Proceedings	20
Item 2.	Properties	20
Item 4.	Mine Safety Disclosure	20
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosure	21
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	2122
Item 6.	~~Selected Financial Data~~Reserved	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	4944
Item 8.	Financial Statements and Supplementary Data	5044
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5044
Item 9A.	Controls and Procedures	5044
Item 9B.	Other Information	5145
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5246
Item 11.	Executive Compensation	5246
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	5246
Item 13.	Certain Relationships and Related Transactions and Director Independence	5246
Item 14.	Principal ~~Accounting~~Accountant Fees and Services	5246
PART IV
Item 15.	Exhibits, and Financial Statement Schedules	5347
Item 16.	Form 10-K Summary	~~121~~110
Signatures		~~122~~111

CERTAIN DEFINITIONS

Unless the context requires otherwise, all references in this report to “Audacy,” “we,” the “Company,” “us,” “our” and similar terms refer to Audacy, Inc. and its consolidated subsidiaries, which would include any variable interest entities that are required to be consolidated under accounting guidance.

With respect to annual fluctuations within “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the designation of “nmf” represents “no meaningful figure.” This designation is reserved for financial statement line items with such an insignificant change in annual activity that the fluctuation expressed as a percentage would not provide the users of the financial statements with any additional useful information.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains, in addition to historical information, 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, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Forward-looking statements, ~~including certain pro forma information,~~ 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 statements regarding: the restructuring of our indebtedness pursuant to Chapter 11 under the protection of the bankruptcy court; our future economic conditions or performance, including statements about our ability to continue as a going concern; 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~~our ~~statements regarding future economic conditions or performance~~beliefs; ~~any statements of belief;~~ and ~~any~~our ~~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. These risks, uncertainties and factors include, but are not limited to~~, the factors described in Part I, Item 1A, “Risk Factors.”~~:

~~Any~~•the ~~pro~~risks ~~forma information that may be included reflects adjustments~~ and isuncertainties ~~presented~~associated ~~for~~with ~~comparative~~the ~~purposes~~Chapter ~~only~~11 ~~and~~Cases ~~does~~(as ~~not~~defined ~~purport to be indicative of what has occurred or indicative of future operating results or financial position.~~below);

~~You should not place undue reliance on these forward-looking statements, which reflect~~ •our ~~view~~inability ~~only as of the date of this report. We do not intend, and we do not undertake any obligation,~~ to ~~update~~consummate ~~these statements or publicly release~~ the ~~result~~confirmed ofPlan ~~any revision~~(s)as todefined ~~these statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.~~below);

~~We report~~ •our ~~financial~~ability ~~information~~to onpursue aour ~~calendar-year~~business ~~basis.~~strategies ~~Any reference to activity~~ during the ~~year~~Chapter is11 ~~for the year ended December 31.~~Cases;

~~Any reference to~~ •the ~~number~~diversion of ~~radio~~management’s ~~markets~~attention ~~covered~~as bya usresult inof ~~top 15, 25 and 50 markets is sourced to~~ the ~~Spring~~Chapter ~~2022~~11 ~~publication of Nielsen’s Radio Markets~~Cases; ~~Population, Rankings and Information.~~

•increased levels of employee attrition as a result of the Chapter 11 Cases;

•our ability to obtain exit financing to emerge from Chapter 11 and operate successfully;

•risks associated with us having been through Chapter 11 proceedings even if we are able to emerge successfully;

•volatility of our financial results as a result of the Chapter 11 Cases;

•our inability to predict our long-term liquidity requirements and the adequacy of our capital resources;

•the availability of cash to maintain our operations and fund our emergence costs;

•our ability to continue as a going concern;

•risks associated with weak or uncertain global economic conditions and their impact on the level of expenditures on advertising;

•industry conditions, including competition;

•increased competition from alternative media platforms and technologies; and

•the factors described in Part I, Item 1A, “Risk Factors” and certain other factors set forth in our other filings with the U.S. Securities and Exchange Commission (“SEC”).

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We do not intend, and we do not undertake any 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.

We report our financial information on a calendar-year basis. Any reference to activity during the year is for the year ended December 31.

Any reference to the number of radio markets covered by us in top 15, 25 and 50 markets is sourced to the Fall 2023 publication of Nielsen’s Radio Markets; Population, Rankings and Information.

PART I

ITEM 1. BUSINESS

Audacy is a leading, scaled, multi-platform audio content and entertainment company. We ~~are~~As ~~the~~a leading creator of live, original, local, premium audio content in the United States and the nation’s leader in local sports and news, ~~radio. We~~we are ~~also~~home to one of the ~~country’~~nation's ~~leading~~most ~~podcasters~~influential ~~and~~collection ~~operate~~of apodcasts, digital ~~marketing solutions business, an events~~ and ~~experiences business, and the Audacy digital audio streaming platform featuring a wide array of~~ broadcast ~~audio~~content, ~~podcasting~~ and ~~exclusive~~premium ~~digital~~live ~~content~~events. Through our multi-channel platform, we engage our consumers each month with highly immersive content and experiences. Available in every U.S. market, we deliver compelling live and on-demand content and experiences from voices and influencers our communities trust. Our robust portfolio of assets and integrated solutions ~~help~~helps advertisers take advantage of the burgeoning audio ~~opportunity~~content opportunities through targeted reach and conversion, brand amplification and local activation - all at a national scale.

We are home to seven of the eight most listened to all-news stations in the U.S. and are the broadcast partner of more than 40 professional sports teams and dozens of top college athletic programs. As one of the country’s two largest radio broadcasters, we offer local and national advertisers integrated marketing solutions across our broadcast, digital, podcast and event platform, delivering the power of local connection on a national scale. Our nationwide radio station footprint includes positions in all of ~~radio~~the ~~stations~~top ~~includes~~15 ~~leading~~markets ~~positions~~and ~~concentrated~~20 inof the top 5025 markets in the USU.S. We were organized in 1968 as a Pennsylvania corporation.

Current Bankruptcy Proceedings

On February 20, 2024, the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) entered an order confirming a joint prepackaged plan of reorganization (as may be amended, the “Plan”) and a related disclosure statement (as may be amended, the “Disclosure Statement”) in connection with the voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") previously filed by us and certain of our direct and indirect subsidiaries (together with Audacy, the “Debtors”) on January 7, 2024 (the Petition Date"). The Chapter 11 Cases are being administered under the caption In re: Audacy, Inc., et. al, Case No. 24-90004 (CML).

The Plan was supported by a Restructuring Support Agreement (the “Restructuring Support Agreement”) with a supermajority of the Debtors' first lien and second lien debtholders (the “Consenting Lenders”), under which the Consenting Lenders agreed to, among other things, vote in favor of the Plan. Those holders of claims entitled to vote on the Plan who cast ballots unanimously voted in favor of the Plan. Specifically, 100% of voting holders of first lien claims (representing approximately 89.6% of the outstanding principal amount of Audacy’s first lien loans) voted in favor of the Plan, and 100% of voting holders of second lien notes claims (representing approximately 85.1% of the outstanding principal amount of Audacy’s second lien notes) voted in favor of the Plan.

The Plan contemplates the implementation of a comprehensive debt restructuring (the “Restructuring”) that will equitize approximately $1.6 billion of the Debtors’ funded debt, a reduction of approximately 80% from approximately $1.9 billion to approximately $350 million. Pursuant to the Plan, among other things:

•Our existing equity will be extinguished, without value, and be of no further force or effect;

•Holders of claims under the Prepetition Debt Instruments (as defined below), including those who provided debtor-in-possession financing during the Chapter 11 Cases and elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility, are expected to receive 100% of the new equity issued in Audacy, as reorganized pursuant to and under the Plan ("Reorganized Audacy") in the form of new Class A common stock, new Class B common stock and/or special warrants (subject to dilution from issuances under a management incentive plan and the New Second Lien Warrants (as defined below)) follows:

◦holders of debtor-in-possession claims that elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility will receive their pro rata share of 10% of such new equity;

◦holders of first lien claims will receive their pro rata share of 75% of such new equity; and

◦holders of second lien claims will receive their pro rata share of (i) 15% of such new equity and (ii) the new second lien warrants exercisable within four years on a "cash" or "cashless" basis for 17.5% of the new equity on a fully diluted basis at an equity value of $771.0 million (the "New Second Lien Warrants").

•Holders of general unsecured claims, which may include our employees, on-air talent, landlords, vendors, and customers, will be unimpaired and will be paid in the ordinary course of business.

The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the Federal Communications Commission (“FCC”) for the emergence of the Debtors from Chapter 11 protection and their expected ownership. We currently anticipate the Plan will become effective and we will emerge from Chapter 11 by the end of the third quarter of 2024.

The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (the "Bankruptcy Code") and orders of the Bankruptcy Court. In general, as debtors-in-possession, we are authorized to conduct our business activities in the ordinary course. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under their debt instruments other than the accounts receivable facility (collectively, the “Prepetition Debt Instruments”). Due to the Chapter 11 Cases, however, the prepetition debtholders’ ability to exercise remedies under the Prepetition Debt Instruments was stayed as of the Petition Date, and continues to be stayed.

Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of our claims and noticing agent at https://dm.epiq11.com/Audacy. Such information is not part of this Annual Report on Form 10-K or any other report we file with, or furnish to, the SEC. See "Risk Factors—Risks Related to the Restructuring" in Part I, Item 1A, "Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7, and Note 1, Basis of Presentation, for additional information about the Plan and the Chapter 11 Cases.

Our Digital and Live Events Platforms

We operate digital properties on multiple platforms, including websites, mobile apps, and social media. We expand our reach and engagement with unique digital content and amplify brand impact through social media integration with influential local talent.

Audacy App. We provide streaming services through our Audacy app and website, our integrated digital platform where consumers discover and connect live with premium, curated content powered by over ~~856~~2,639 ~~programmed~~ radio and digital stations and their websites, podcasts, audio on-demand, and exclusive content across entertainment, music, news and sports. Harnessing the power of our cumulative audience, this robust platform is delivering strong growth and deep engagement twenty-four hours a day, seven days a week.

Podcast Studios. Through our strategic acquisitions of Pineapple Street Studios ("Pineapple Street"), Cadence 13, LLC ("Cadence13") and Podcorn ~~(as~~Media, ~~defined~~Inc. ~~below~~("Podcorn"), along with the launch in 2022 of our 2400Sports podcast studio and our podcast creation efforts across our footprint of local newsrooms and studios, we are one of the top podcasters in the United States, creating, distributing and monetizing premium podcasts to our audiences with ~~more~~over ~~than 40~~30 million monthly listeners across hundreds of premium owned and partner shows.

Our unique leadership position in podcasting leverages our scale across most of the top 50 markets, our enhanced targeted data capabilities, our top-rated portfolio of spoken word brands, and Cadence13, Pineapple Street and ~~2400Sport~~2400Sports's capabilities as among the industry's leading developers and sellers of original podcast content.

Podcorn. In March 2021, we completed an acquisition of podcast ~~influencers~~influencer marketplace, Podcorn Media, Inc. ("the Podcorn Acquisition"). This acquisition expands our product offering for advertisers and builds on our position as one of the country's ~~three~~ largest podcast publishers. Podcorn ~~creates~~provides an infrastructure for enabling direct podcaster and advertiser relationships, surfacing the most relevant matches to scale native branded content, driving higher ROI for brands, and enhancing how podcast creators monetize their content.

Sports Platform. We are the nation's leading collection of sports talk stations covering 2522 of the top 50 markets and are the broadcast partner to over 40 professional sports teams and ~~numerous~~dozens of college athletic programs. In November 2020, we acquired sports data and iGaming affiliate platform QL Gaming Group ("QLGG"), which brings data, analytics and insight-driven content to ~~Audacy's~~our sports broadcast stations, podcasts and our Audacy platform.

AmperWave. In October 2021, we completed an acquisition of WideOrbit's audio streaming and advertising technology business (“WO Streaming”). We operate WO Streaming under the name AmperWave. This acquisition gives us control of our product roadmap to deliver enhanced consumer-facing streaming features for our listeners and ad tech and ad product capabilities to better serve customers and drive new revenue opportunities..

Live Events. We are a leading creator of live, original events, including large-scale concerts, and intimate live performances with big artists on small stages.

Our Strategy

Our strategy focuses on accelerating growth by capitalizing on scale, efficiencies and operating expertise to consistently deliver excellent premium audio content across our radio stations, podcasts, and exclusive digital programming to build and expand our audiences across our various distribution channels, including our Audacy digital streaming platform. In ~~addition~~Additionally, we focus on growing revenues by working to enhance our capacity to ~~serve~~provide customers with compelling opportunities to access our large and targeted audiences. ~~and~~We aim to deliver highly effective marketing programs across our various platforms utilizing our emerging toolkit of broadcast radio, network, endorsements, events and experiences, digital audio streaming, podcasting, digital marketing solutions, social media, and more. We also strive to offer a great ~~place to work~~ workplace, where our talented high achievers can grow and thrive.

Sources Ofof Revenue

The primary source of revenue for our radio stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. A station’s local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. We retain a national representation firm to sell to advertisers outside of our local markets.

Our stations are typically classified by their format, such as news, sports, talk, classic rock, urban, adult contemporary, alternative and country, among others. A station’s format enables it to target specific segments of listeners sharing certain demographics. Advertisers and stations use data published by audience measuring services to estimate how many people within particular geographical markets and demographics listen to specific stations. Our geographically and demographically diverse portfolio of radio stations allows us to deliver targeted messages to specific audiences for advertisers on a local, regional and national basis.

A growing source of our revenues ~~are~~is derived from our digital and podcasting operations. The podcast advertising market is growing rapidly. ~~and~~We we believe the acquisitions of Cadence13, Pineapple Street and Podcorn along with ~~the~~our ~~2022 launch of or~~ 2400Sports studio and locally produced podcast content across our newsrooms and studios in top USU.S. markets position us well for sustained success in this space due to the scale of our radio broadcasting platform, and the powerful symbiotic opportunities, driven by our leading position in sports, news, and local personalities. The primary source of revenue for our podcasting operations is the sale of advertising time to regional and national advertisers who purchase commercials inof varying lengths.

Spot Revenues

We sell air-time to advertisers and broadcast commercials at agreed upon dates and times. Our performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration we receive and revenue we recognize is fixed based upon contractually agreed upon rates. We recognize revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.

Digital Revenues

We provide targeted advertising through the sale of streaming and display advertisements on our station streams and digital platforms. Performance obligations include delivery of advertisements over our platforms or delivery of targeted advertisements directly to consumers. We recognize 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.

We also provide embedded advertisements in our owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. We recognize 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.

We also operate a premier digital agency business that serves local and national advertisers. Our offerings span all facets of digital advertising, with a suite of products that can fit nearly every advertiser's needs, helping them generate strong returns from their digital campaigns. Advertisers can seamlessly buy across our broadcast platform, our owned digital assets like streaming and podcasting, and our third-party digital offerings like search, social, email and video.

2Through our acquisition of Pineapple Street, we create podcasts for which we earn production fees. Performance obligations include the delivery of episodes. These revenues are fixed based on contractually agreed upon terms. We recognize revenue over the term of the production contract.

Through our acquisition of Pineapple, we create podcasts, for which we earn production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. We recognize revenue over the term of the production contract.3

Network Revenues

We sell air-time on our Audacy Audio Network. The amount of consideration we receive and revenue we recognize is fixed based upon contractually agreed upon rates. We recognize 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

We sell advertising space at live and local events ~~hosted~~we byhost us across the country. We also earn 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~~We ~~are~~recognize ~~recognized~~these revenues at a point in time, as the event occurs and the performance obligations are satisfied.

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

Other Revenues

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

We earn trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. We include 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. We recognize revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied.

Competition

The radio broadcasting, digital and podcasting industries are highly competitive. We compete for listeners and advertising revenue with other radio stations, podcasters, audio and event companies. Specifically, we compete for audiences and advertising revenues with other media including: digital audio streaming, podcasts, satellite radio, social media, search and other forms of pure-play digital media, broadcast television, digital, satellite and cable television, newspapers and magazines, outdoor advertising, direct mail, ~~yellow~~Yellow ~~pages~~Pages, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement.

We believe our robust portfolio of assets and integrated solutions ~~offer~~offers advertisers today's most engaged audiences through targeted reach, brand amplification and local activation at a national scale, which allows us to compete effectively against other broadcast radio operators and other media.

Federal Regulation of Radio Broadcasting

Overview. The radio broadcasting industry is subject to extensive and changing government regulation of, among other things, ownership ~~limitations~~, program content, advertising content, technical operations and business and employment practices. The ownership, operation and sale of radio stations are subject to the jurisdiction of the ~~Federal Communications Commission (the "~~FCC") pursuant to the Communications Act of 1934, as amended (the “Communications Act”).

The following is a brief summary of certain provisions of the Communications Act and of certain specific FCC regulations and policies. This summary is not a comprehensive listing of all of the regulations and policies affecting owners and operators of radio stations. For further information concerning the nature and extent of federal regulation of the radio ~~stations~~broadcasting industry, you should refer to the Communications Act, FCC rules and FCC public notices and rulings.

3FCC Licenses. The operation of a radio broadcast station requires a license from the FCC. We hold the FCC licenses for our stations in a wholly-owned subsidiary. While there are no national radio station ownership caps, FCC rules limit the number of stations within the same market that a single individual or entity may own or control.

~~FCC~~Ownership ~~Licenses~~Rules. The ~~operation~~FCC ofsets alimits ~~radio~~on ~~broadcast~~the ~~station~~number ~~requires~~of aradio ~~license~~broadcast ~~from~~stations ~~the~~an ~~FCC.~~entity Wemay ~~hold~~lawfully ~~the~~own ~~FCC~~within ~~licenses~~a ~~for~~market. ~~our~~Same-market ~~stations~~FCC innumeric ~~wholly~~ownership ~~owned~~limitations ~~subsidiaries.~~are ~~While~~based: ~~there~~(i) on ~~are~~markets noas ~~national~~defined ~~radio~~and ~~station~~rated ~~ownership~~by ~~caps,~~Nielsen ~~FCC~~Audio; ~~rules~~and do(ii) in ~~limit~~areas ~~the~~outside ~~number~~ of ~~stations~~Nielsen ~~within~~Audio ~~the~~markets, ~~same~~on ~~market~~markets ~~that~~as adetermined ~~single~~by ~~individual~~overlap orof ~~entity~~specified ~~may~~signal ~~own or control~~contours.

Ownership Rules. The FCC sets limits on the number of radio broadcast stations an entity may permissibly own within a market. Same-market FCC numeric ownership limitations are based: (i) on markets as defined and rated by Nielsen Audio; and (ii) in areas outside of Nielsen Audio markets, on markets as determined by overlap of specified signal contours.

Ownership Attribution. In applying its ownership limitations, the FCC generally considers only “attributable” ownership interests. Attributable interests generally include: (i) equity and debt interests which when combined exceed 33% of a licensee’s or other media entity’s total asset value, if the interest holder supplies more than 15% of a station’s total weekly programming or has an attributable interest in any same-market media (television, radio, cable or newspaper), with a higher threshold in the case of investments in certain “eligible entities” acquiring broadcast stations; (ii) a 5% or greater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a qualified passive investor, in which case the threshold is a 20% or greater voting stock interest; (iii) any equity interest in a limited liability company or a partnership, including a limited partnership, unless properly “insulated” from management activities; and (iv) any position as an officer or director of a licensee or of its direct or indirect parent.

Foreign Ownership Rules. The Communications Act prohibits the issuance to, or holding of broadcast licenses by, foreign governments or aliens, non-U.S. citizens, whether individuals or entities, including any interest in a corporation which holds a broadcast license if more than 20% of the licensee’s capital stock is owned or voted by aliens. In addition, the FCC may prohibit any corporation from holding a broadcast license if the corporation is directly or indirectly controlled by any other corporation of which more than 25% of the capital stock is owned of record or voted by aliens if the FCC finds that the prohibition is in the public interest. The Communications Act gives the FCC discretion to allow greater amounts of alien ownership. The FCC considers investment proposals from international companies or individuals on a case-by-case basis.

License Renewal. Radio station licenses issued by the FCC are ordinarily renewable for an eight-year term. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. All of our licenses have been renewed and are current or we have timely filed license renewal applications.

The FCC is required to renew a broadcast station’s license if the FCC finds that the station has served the public interest, convenience and necessity; there have been no serious violations by the licensee of the Communications Act or the FCC’s rules and regulations; and there have been no other violations by the licensee of the Communications Act or the FCC’s rules and regulations that, taken together, constitute a pattern of abuse. If a challenge is filed against a renewal application, and, as a result of an evidentiary hearing, the FCC determines that the licensee has failed to meet certain fundamental requirements and that no mitigating factors justify the imposition of a lesser sanction, the FCC may deny a license renewal application. In certain instances, the FCC may renew a license application for less than a full eight-year term. Historically, our FCC licenses have generally been renewed for the full term.

Transfer or Assignment of Licenses. The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant such approval, the FCC considers a number of factors pertaining to the existing licensee and the proposed licensee, including: (i) compliance with the various rules limiting common ownership of media properties in a given market; (ii) the “character” of the proposed licensee; and (iii) compliance with the Communications Act’s limitations on alien ownership as well as general compliance with FCC regulations and policies.

Programming and Operation. The Communications Act requires broadcasters to serve the “public interest.” A licensee is required to present programming that is responsive to issues in the station’s community of license and to maintain records demonstrating this responsiveness. The FCC regulates, among other things, political advertising; sponsorship identification; the advertisement of contests and lotteries; the conduct of station-run contests; obscene, indecent and profane broadcasts; certain employment practices; and certain technical operation requirements, including limits on human exposure to radio-frequency radiation. The FCC considers complaints from listeners concerning a station’s public-service programming, employment practices, or other operational issues when processing a renewal application filed by a station, but the FCC may consider complaints at any time and may impose fines or take other action for violations of the FCC’s rules separate from its action on a renewal application.

~~authorized~~Ownership ~~fine~~Attribution. ~~for~~In ~~egregious~~applying ~~cases~~its ~~($479~~ownership limitations,~~945~~ ~~for~~the FCC generally considers only “attributable” ownership interests. Attributable interests generally include: (i) equity and debt interests that when combined exceed 33% of a ~~single~~licensee’s ~~violation~~or other media entity’s total asset value, upif tothe ainterest ~~maximum~~holder supplies more than 15% of $4a station’s total weekly programming or has an attributable interest in any same-market media (television,~~430~~ radio,~~255~~ ~~for~~cable or newspaper), with a ~~continuing~~higher ~~violation);~~threshold ~~and~~in the case of investments in certain “eligible entities” acquiring broadcast stations; (ii) ~~imposition~~a of5% ~~fines~~or ongreater direct or indirect voting stock interest, including certain interests held in trust, unless the holder is a ~~per~~qualified ~~utterance~~passive ~~basis~~investor, ~~instead~~in ofwhich case the threshold is a ~~single~~20% ~~fine~~or ~~for~~greater anvoting ~~entire~~stock ~~program.~~interest; ~~There~~(iii) any ~~may~~equity beinterest ~~indecency~~in ~~complaints~~a ~~that~~limited ~~have~~liability ~~been~~company ~~submitted~~or toa ~~the~~partnership, ~~FCC~~including a limited partnership, unless properly “insulated” from management activities; and (iv) any position as an officer or director of ~~which~~a welicensee ~~have~~or ~~not~~of ~~yet~~its ~~been~~direct ~~notified~~or indirect parent.

~~Enforcement~~Foreign ~~Authority~~Ownership Rules. The ~~FCC~~Communications ~~has~~Act prohibits the ~~power~~issuance to, ~~impose~~or ~~penalties~~holding ~~for~~of ~~violations~~broadcast oflicenses ~~its~~by, ~~rules~~foreign ~~under~~governments ~~the~~or ~~Communications~~non-U.S. ~~Act~~individuals or entities, including ~~the~~any ~~imposition~~interest ofin ~~monetary~~a ~~fines,~~corporation ~~the~~which ~~issuance~~holds a broadcast license if more than 20% of ~~short~~the licensee’s capital stock is owned or voted by non-~~term~~U.S. ~~licenses~~individuals or entities. In addition, the ~~imposition~~FCC ofmay prohibit any corporation from holding a ~~condition~~broadcast onlicense if the ~~renewal~~corporation is directly or indirectly controlled by any other corporation of awhich ~~license,~~more than 25% of the ~~denial~~capital stock is owned of ~~authority~~record toor ~~acquire~~voted ~~new~~by ~~stations,~~non-U.S. ~~and~~individuals or entities if the ~~revocation~~FCC offinds ~~operating~~that ~~authority~~the prohibition is in the public interest. The ~~maximum~~Communications ~~fine~~Act ~~for~~gives athe ~~single~~FCC ~~violation~~discretion to allow greater amounts of ~~the~~non-U.S. ownership. The FCC’s ~~rules~~considers ~~(other~~investment ~~than~~proposals ~~the~~from ~~rules~~non-U.S. ~~regarding~~individuals ~~indecency~~or ~~and~~entities ~~profanity)~~on isa ~~$59,316~~case-by-case basis.

License Renewal. Broadcast station licenses issued by the FCC are ordinarily renewable for an eight-year term. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. All of our licenses have been renewed and are current or we have timely filed license renewal applications.

The FCC is required to renew a broadcast station’s license if the FCC finds that (i) the station has served the public interest, convenience and necessity; (ii) there have been no serious violations by the licensee of the Communications Act or the FCC’s rules and regulations; and (iii) there have been no other violations by the licensee of the Communications Act or the FCC’s rules and regulations that, taken together, constitute a pattern of abuse. If a challenge is filed against a renewal application, and, as a result of an evidentiary hearing, the FCC determines that the licensee has failed to meet certain fundamental requirements and that no mitigating factors justify the imposition of a lesser sanction, the FCC may deny a license renewal application. In certain instances, the FCC may renew a license application for less than a full eight-year term. Historically, our FCC licenses have generally been renewed for the full term.

Transfer or Assignment of Licenses. The Communications Act prohibits the assignment of broadcast licenses or the transfer of control of a broadcast licensee without the prior approval of the FCC. In determining whether to grant such approval, the FCC considers a number of factors pertaining to the existing licensee and the proposed licensee, including: (i) compliance with the various rules limiting common ownership of media properties in a given market; (ii) the “character” of the proposed licensee; (iii) compliance with the Communications Act’s limitations on non-U.S. ownership; and (iv) general compliance with FCC regulations and policies.

FCC regulations prohibit the broadcast of obscene material at any time as well as the broadcast, between the hours of 6:00 a.m. and 10:00 p.m., of material it considers “indecent” or “profane”. The FCC has historically enforced licensee compliance in this area through the assessment of monetary forfeitures. Such forfeitures may include: (i) imposition of the maximum authorized fine for egregious cases ($495,500 for a single violation, up to a maximum of $4,573,840 for a continuing violation); and (ii) imposition of fines on a per utterance basis instead of a single fine for an entire program. We may in the future become subject to inquiries or proceedings arising from our stations’ programming. We cannot predict the outcome of any such inquiries or proceedings to which we may become subject.

Enforcement Authority. The FCC has the power to impose penalties for violations of its rules under the Communications Act, including the imposition of monetary fines, the issuance of short-term licenses, the imposition of a condition on the renewal of a license, the denial of authority to acquire new stations, and the revocation of operating authority. The maximum fine for a single violation of the FCC’s rules (other than the rules regarding indecency and profanity) is $61,238.

Proposed and Recent Changes. Congress, the FCC and other federal agencies are considering or may in the future consider and adopt new laws, regulations and policies regarding a wide variety of matters that could: (i) affect, directly or indirectly, the operation, ownership and profitability of our radio stations; (ii) result in the loss of audience share and advertising revenues for our radio stations; or (iii) affect our ability to acquire additional radio stations or to finance those acquisitions.

Federal Antitrust Laws. The federal agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) and the U.S. Department of Justice ("DOJ"), may investigate certain acquisitions. For an acquisition meeting certain size thresholds, the Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires the parties to file Notification and Report Forms with the FTC and the DOJ and to observe specified waiting-period requirements before consummating the acquisition.

HD Radio

AM and FM radio stations may use the FCC selected In-Band On-Channel (“IBOC”) as the exclusive technology for terrestrial digital operations. IBOC is known as “HD Radio.” We currently use HD Radio digital technology on most of our FM stations. The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the availability of additional channels and the ability to offer a greater variety of auxiliary services.

Human Capital

As of December 31, ~~2022~~2023, we had 3,~~539~~530 full-time employees and 1,~~430~~340 part-time employees. With respect to certain of our stations in our Boston, Chicago, Detroit, Hartford, Kansas City, Los Angeles, Minneapolis, New York City, Philadelphia, Pittsburgh, San Francisco and St. Louis markets, we are a party to collective bargaining agreements with the Screen Actors Guild - American Federation of Television and Radio Artists ("SAG-AFTRA"). With respect to certain of our stations in our Chicago, Los Angeles, and New York City markets, we are a party to collective bargaining agreements with the Writers Guild of America East ("WGAE") and/or Writers Guild of America West ("WGAW"). ~~Our~~ Pineapple Street ~~Studios~~ also ~~recently~~previously recognized the WGAE as representing certain employees of that division and is in the process of negotiating an initial contract. With respect to certain of our stations in our Chicago, Los Angeles, New York City, San Francisco, and St. Louis markets, we are a party to collective bargaining agreements with the International Brotherhood of Electrical Workers ("IBEW"). Finally, the Digital and Multimedia Workers Union ~~recently~~previously was certified to represent certain employees in our San Francisco market. We believe that our relations with our employees are good.

We believe that our future success depends upon our continued ability to attract and retain highly skilled employees. We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth, and an employment package that promotes well-being across all aspects of their lives, including health care, retirement planning and paid time off.

We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce. Our Diversity, Equity and Inclusion ("DEI") Council, comprised of representatives from across our Company, supports our current DEI initiatives, and is responsible for ~~championship~~championing and communicating future DEI initiatives. Through our year-long fellowship experiences, which include on-the-job learning and growth opportunities, we welcome recent college graduates from underrepresented groups and underserved communities, as well as others who demonstrate the talent and desire to pursue a career in audio to fill key openings across our organization. The fellowship program is a structured one-year job assignment complete with coaching, mentoring and career development experiences to foster a rapid learning and growth environment among the cohort, while increasing the successful integration of early career talent within our team.

Corporate Governance

5Code of Business Conduct and Ethics. We have a Code of Business Conduct and Ethics that applies to each of our employees, including our principal executive officers and senior members of our finance department. Our Code of Business Conduct and Ethics can be found on the Investors sub-page of our website located at www.audacyinc.com/investors/corporate-governance.

~~Code~~Board OfCommittee ~~Business Conduct And Ethics~~Charters. WeEach ~~have a Code~~ of ~~Business Conduct and Ethics that applies to each of~~ our ~~employees~~Audit Committee, ~~including~~Compensation ~~our~~Committee ~~principal executive officers~~ and ~~senior~~Nominating/Corporate ~~members~~Governance ofCommittee ~~our~~has ~~finance~~a ~~department~~committee charter. ~~Our~~These ~~Code~~committee ofcharters ~~Business Conduct and Ethics~~ can be found on the “Investors” sub-page of our website located at www.audacyinc.com/investors/corporate-governance. Further, in July 2023, our Board of Directors (“Board”) created a Special Restructuring Committee comprised solely of independent directors to assist the Board and management with their evaluation and negotiation of potential restructuring transactions. Also, in November 2023, the Board formed a Special Review Committee comprised of Roger Meltzer as the chairman and sole member. The Special Review

Board Committee Charters. Each of our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee has a committee charter as required by the rules of the New York Stock Exchange (the “NYSE”). These committee charters can be found on the “Investors” sub-page of our website located at www.audacyinc.com/investors/corporate-governance.6

~~Corporate~~Committee ~~Governance~~was ~~Guidelines.~~vested ~~NYSE~~with ~~rules require our Board of Directors (~~the ~~“Board”)~~authority to ~~establish~~conduct ~~certain~~or ~~Corporate~~authorize ~~Governance~~reviews ~~Guidelines.~~into ~~These~~any ~~guidelines~~matters ~~can~~germane beto ~~found on~~ the ~~“Investors”~~restructuring ~~sub-page~~ of ~~our~~the ~~website~~Company ~~located~~as atit ~~www~~deems appropriate.~~audacyinc.com/investors/corporate-governance.~~

Corporate Governance Guidelines. Our Board has established certain Corporate Governance Guidelines. These guidelines can be found on the “Investors” sub-page of our website located at www.audacyinc.com/investors/corporate-governance.

The information found on our website, including our Code of Business Conduct and Ethics, the charters of our Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee and our Corporate Governance Guidelines, is not part of this Annual Report on Form 10-K or any other report we file with, or furnish to, the SEC.

Environmental Compliance

As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business.

Seasonality

Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Typically, revenues are lowest in the first calendar quarter of the year. Due to this seasonality and certain other factors, the results of interim periods may not necessarily be indicative of results for the full year. In ~~additions~~addition, our operations are impacted by political cycles and generally experience higher revenues in congressional and presidential election years. This cyclicity may affect comparability between years.

Internet Address and Internet Access to Periodic and Current Reports

You can find more information about us that includes a list of our stations in each of our markets on our Internet website located at www.audacyinc.com. Our Annual ~~Report~~Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our Internet website as soon as reasonably practicable after we electronically file such material with the ~~Securities and Exchange Commission (the “~~SEC”). The contents of our websites are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. We will also provide a copy of ~~our~~this ~~annual~~Annual ~~report~~Report on Form 10-K upon any written request.

ITEM 1A. RISK FACTORS

Many statements contained in this report are forward-looking in nature. See “Note Regarding Forward-Looking Statements.” These statements are based on current plans, intentions or expectations, and actual results could differ materially as we cannot guarantee that we will achieve these plans, intentions or expectations. ~~Among~~In addition to the ~~factors~~other ~~that~~information set forth in this Annual Report on Form 10-K, you should consider carefully the risks and uncertainties described below, which could materially adversely affect our business, financial condition, results of operations, and cash flows and could cause actual results to differ ~~are the following:~~.

RISKS RELATED TO THE RESTRUCTURING

We filed for reorganization under Chapter 11 on January 7, 2024 and even though our Plan was confirmed by the Bankruptcy Court on February 20, 2024, we are still subject to the risks and uncertainties associated with the Chapter 11 Cases.

We are currently operating as debtors-in-possession under Chapter 11 and our continuation as a going concern is contingent upon, among other things, our ability to consummate the Plan. Even though our Plan was confirmed by the Bankruptcy Court on February 20, 2024, it is subject to certain conditions of its effectiveness, including the receipt of approval from the FCC. So long as our Chapter 11 Cases continue, our operations, including our ability to execute our business plan, are subject to the risks and uncertainties associated with bankruptcy.

Risks and uncertainties associated with our Chapter 11 Cases include the following:

•we may not be able to consummate the Plan or may be delayed in doing so;

•third parties may take actions or make decisions that are inconsistent with and detrimental to the plans we believe to be in the best interests of the Company;

•we may be unable to obtain court approval with respect to certain matters in the Chapter 11 Cases;

•the Bankruptcy Court may not agree with our objections to positions taken by other parties; we may be unable to generate sufficient cash flows or obtain sufficient financing to fund both operations and the costs of our Chapter 11 Cases, particularly if the Chapter 11 Cases extend beyond the maturity date of our existing approved financing;

•we may not be able to obtain and maintain normal credit terms with vendors, strategic partners and service providers;

•we may not be able to continue to invest in our products and services, which could hurt our competitiveness;

•we may not be able to enter into or maintain contracts that are critical to our operations at competitive rates and terms, if at all; and

•our customers may choose to advertise with our competitors.

These risks and uncertainties could affect our business and operations in various ways. For example, negative events or publicity associated with our Chapter 11 Cases could adversely affect our ability to compete for advertising dollars and our relationship with our customers, as well as with our business partners, vendors and employees, which in turn could adversely affect our operations and financial condition, particularly if the Chapter 11 Cases are protracted. Because of the risks and uncertainties associated with our Chapter 11 Cases, the ultimate impact that the events that occur during these proceedings will have on our business, financial condition and results of operations cannot be predicted or quantified. If any one or more of these risks materializes, it could affect our ability to continue as a going concern.

Although the Plan has been confirmed by the Bankruptcy Court it is subject to certain conditions for its effectiveness.

The consummation of the Plan is subject to certain conditions, including the receipt of approval from the FCC. We cannot guarantee that we will be able to satisfy these conditions, or satisfy them in a timely manner. The FCC must grant consent to the transfer of control and assignment of the Company and our FCC licenses, including certain waivers of FCC rules, before the Debtors can emerge from bankruptcy. If third parties file petitions to deny the FCC applications, or if the FCC declines our request for waivers, including in connection with the use of pre-paid special warrants (or requests other amendments or refiling of applications for relief), the timeline for the FCC’s review could be prolonged, which would cause delays in emergence. Our existing debtor-in-possession financing and the Restructuring Support Agreement require that FCC approval be obtained by no later than 180 days after confirmation of our Plan, which occurred on February 20, 2024. Absent an extension from our lenders, delays in obtaining FCC approval could make it impossible to consummate the Plan. If we are unable to consummate the Plan, it is unclear whether we will be able to reorganize our business and what, if any, distributions holders of the remaining claims against, or equity interests in the Company ultimately would receive with respect to their claims or equity interests. An

alternative plan of reorganization could contemplate the Company continuing as a going concern, the Company or its assets being acquired by a third party, the Company being merged with a competitor, or some other proposal. We may not believe that such an alternative plan of reorganization is in our stakeholders’ best interests or fully values the benefits to be achieved by our current Plan of reorganization. An alternative plan of reorganization could potentially delay our emergence from Chapter 11 and expose us to a number of other risks, including potential limitations on our ability to execute our business plan and strategic initiatives; difficulties in hiring, retaining and motivating key personnel; negative reactions among our employees, vendors, strategic partners and service providers; and unease and uncertainty among our advertising customer base.

Our future results are dependent upon the timely and successful implementation of the Plan. If a restructuring is protracted, it could adversely affect our operating results, including our relationships with our advertising customers, business partners and employees. The longer it takes to implement the Plan, the more likely it is that our advertising customers will lose confidence in our ability to reorganize our business successfully and seek to establish alternative commercial relationships. If we experience a protracted reorganization, there is a significant risk that the value of our enterprise would be substantially eroded to the detriment of all stakeholders.

Operating under Chapter 11 may restrict our ability to pursue our business strategies.

Under Chapter 11, certain transactions are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond in a timely manner to certain events or take advantage of certain opportunities.

The Chapter 11 Cases have required, and will continue to require, a substantial amount of time and attention of our senior management, which may have an adverse effect on our business and results of operations.

The Chapter 11 Cases have required and will continue to require a substantial portion of time and attention from our senior management team and will continue to leave them with less time to devote to the operations of our business. Our management has spent considerable time participating in the development of restructuring plans, our business plan, the Plan and related emergence activities. This diversion of management’s attention may have a material adverse effect on the conduct of our business, and, as a result, on our financial condition and results of operations, particularly if emergence from the Chapter 11 Cases is protracted.

We may experience increased levels of employee attrition as a result of the Chapter 11 Cases.

As a result of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees likely will face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. While we have entered into retention bonus agreements with certain executive officers and members of senior management in order to incentivize retention of employees who are significant to our business, our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our financial condition, liquidity and results of operations.

Our ability to emerge from Chapter 11 depends on our ability to obtain the anticipated exit financing and extend our receivables facility.

The Bankruptcy Court entered an order confirming our Plan on February 20, 2024, with the effectiveness of the Plan and our emergence from Chapter 11 protection subject to certain conditions, including obtaining exit financing or capital to fund our emergence costs and support our business following emergence.

We obtained commitments from certain of our creditors under our Restructuring Support Agreement to convert certain of our debtor-in-possession term loans and certain other prepetition obligations into an exit credit facility upon emergence from Chapter 11 protection on substantially the terms set forth in the Restructuring Support Agreement. However, we cannot assure you that we will be able to meet the conditions required for such facility, which includes FCC approval of the exit capital structure, or that the final terms of the exit credit facility will be in a form acceptable to our creditors as required by the Restructuring Support Agreement.

In addition, we currently have access to a $100.0 million accounts receivable facility. However, the accounts receivable facility will terminate on the effective date of the Plan unless certain exit conditions relating to our emergence from Chapter 11 protection are satisfied on the effective date of the Plan, including the absence of a default or event of default, that customary representations and warranties are materially true and correct, and that the accounts receivable facility is amended to reflect certain additional terms, including amended events of default, and financial covenants.

We cannot assure you that the conditions to the availability of the exit credit facility or the continuation of the accounts receivable facility will be satisfied. If we are unable to obtain the exit credit facility or continue the accounts receivable facility, the Plan allows us to obtain alternative exit financing. We cannot presently determine the terms of such financing, nor can we assure you that we will be able to obtain it. If we cannot obtain the exit credit financing, continue the accounts receivable facility, or find alternative financing for the accounts receivable facility, our emergence from Chapter 11 protection may be delayed. Such delay could limit our alternatives and/or decrease our liquidity, which could result in our inability to continue as a going concern.

We cannot assure you that we will be able to achieve our goals after the Plan is consummated and we emerge from Chapter 11 protection.

We will continue to face a number of risks, including certain risks that are beyond our control, such as further deterioration or other changes in economic conditions, changes in our industry and potential revaluing of our assets due to the Chapter 11 Cases even after the Plan is consummated. Accordingly, we cannot assure you that we will achieve our stated goals after consummation of the Plan.

Furthermore, we may need to raise funds through public or private debt or equity financing or other various means to fund our business after emergence from Chapter 11 protection. We may not be able to obtain sufficient funds when needed or on favorable terms. Our operating results may also be adversely affected by any reluctance of advertisers or other customers to do business with a company that recently emerged from Chapter 11 protection or from any decline in listeners resulting from our operation under new equity ownership.

Although our Plan contemplates reducing our debt from approximately $1.9 billion to approximately $350 million, we cannot assure you that we will be able to successfully meet our debt service costs or our planned continuing obligations after emergence from Chapter 11 protection. Any failure to pay our debt service obligations or to obtain cost savings upon emergence could materially impair our ability to operate profitably and result in our inability to continue as a going concern.

As a result of the Chapter 11 Cases, our historical financial information may be volatile and not be indicative of our future financial performance.

We expect our financial results to continue to be volatile until we are able to emerge from Chapter 11, as asset impairments, asset dispositions, restructuring activities and expenses, contract terminations and rejections, and claims assessments may significantly impact our consolidated financial statements. As a result, our historical financial performance may not be indicative of our future financial performance.

Our capital structure will be significantly altered under the Plan. Under fresh-start accounting rules that will apply to us upon the effective date of the plan, our assets and liabilities would be adjusted to fair value, which could have a significant impact on our financial statements. Accordingly, if fresh-start accounting rules apply, our financial condition and results of operations following our emergence from Chapter 11 protection would not be comparable to the financial condition and results of operations reflected in our historical financial statements. In connection with the Chapter 11 Cases and the development of the Plan, it is also possible that additional restructuring and related charges may be identified and recorded in future periods. Such charges could be material to our consolidated financial position, liquidity and results of operations.

Upon our emergence from bankruptcy, the composition of our Board may change significantly.

Under the Plan, the composition of our Board may change significantly. The Restructuring Support Agreement contemplates upon emergence from Chapter 11 protection, the Board will be comprised of seven directors nominated as follows: Five members nominated by the first lien lender group, one member nominated by the second lien noteholder group, and David Field while employed by Reorganized Audacy or any of its subsidiaries or affiliates. The new directors may have different backgrounds, experiences and perspectives from those individuals who previously served on our board of directors and, thus, may have different views on the issues that will determine our future. As a result, our future strategy and plans for the Company may differ materially from those of the past.

RISKS RELATED TO OUR LIQUIDITY

Our cash flows may not provide sufficient liquidity during or after the Chapter 11 Cases.

Our ability to fund our operations and our capital expenditures require a significant amount of cash. Our principal sources of liquidity historically have been cash flow from operations, borrowing capacity under the senior secured credit facility and the accounts receivable facility and issuances of notes. If our cash flow from operations decreases as a result of lower advertising prices, decreased listener demand, or otherwise, we may not have the ability to expend the capital necessary to improve or maintain our current operations, resulting in decreased revenues over time.

We face uncertainty regarding the adequacy of our liquidity and capital resources and, during our Chapter 11 Cases, have extremely limited access to additional financing. In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. We cannot assure you that cash on hand, cash flow from operations and cash from our existing debtor-in-possession financing will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases until we are able to emerge from Chapter 11 protection.

Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to comply with the terms and conditions of the order approving our post-petition debtor-in-possession financing entered by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) our ability to maintain adequate cash on hand, (iii) our ability to generate cash flow from operations, (iv) our ability to consummate the Plan or other alternative plans of reorganization or restructuring transactions, and (v) the cost, duration and outcome of the Chapter 11 Cases.

We may not have sufficient cash to fund our operations and our emergence costs.

Our cash flows from operations may not provide sufficient liquidity during the Chapter 11 Cases, and exit financing or capital may not be sufficient to support our operations after emergence from Chapter 11 protection. Our operating cash flows and exit financing or capital may not be sufficient to pay our debt as it comes due, interest on our debt, emergence costs and other operating expenses.

Our ability to maintain adequate liquidity through and beyond the Chapter 11 Cases depends on the successful operation of our business and appropriate management of operating expenses and capital spending. Our anticipated liquidity needs will remain highly sensitive to changes in these factors after emergence from Chapter 11 protection.

Transfers of our equity and issuances of equity in connection with the Chapter 11 Cases may impair our ability to utilize our federal income tax net operating loss carryforwards in future years.

Under federal income tax law, a corporation is generally permitted to deduct from taxable income net operating losses (“NOLs”) carried forward from prior years. Our ability to utilize our NOL carryforwards to offset future taxable income and to reduce federal income tax liability is subject to certain requirements and restrictions. If we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), then our ability to use our NOL carryforwards may be substantially limited, which could have a negative impact on our financial position and results of operations. Generally, an “ownership change” occurs if the percentage (by value) of the stock of a corporation owned by one or more “5-percent shareholders” has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the relevant testing period (usually three years). As a result of a plan of reorganization in the Chapter 11 Cases, it is expected that we will experience an “ownership change.” We have also previously undergone other ownership changes. Absent an applicable exception, if a corporation undergoes an “ownership change,” the amount of its NOLs that may be utilized to offset future taxable income generally is subject to an annual limitation generally equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate, subject to adjustments to reflect the differences between the fair market value of the corporation’s assets and the tax basis in such assets. Accordingly, it is possible an ownership change would materially limit our ability to utilize our federal income tax NOL carryforwards in the future. In addition, as a result of the plan of reorganization in the Chapter 11 Cases, some or all of our federal income tax NOL carryforwards may be eliminated. As such, there can be no assurance that we will be able to utilize our federal income tax NOL carryforwards to offset future taxable income.

Our expected debt after emergence from Chapter 11 protection may adversely affect our operations and financial condition.

We expect to have outstanding debt of approximately $350 million after emergence from Chapter 11 protection under (i) a proposed exit credit facility pursuant to a Credit Agreement with Wilmington Savings Fund Society, as administrative agent and collateral agent, and other lenders (the “Exit Credit Facility”) and (ii) a proposed exit receivables facility pursuant to a Second Amended and Restated Receivables Financing Agreement with DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, as agent, and the investors party thereto (the “Exit Receivables Facility” and, together with the Exit Credit Facility, the “Exit Debt Facilities”). We may also incur additional debt in the future.

Our ability to service our debt obligations after emergence from Chapter 11 protection will depend principally on our future operating performance which is subject to economic, financial, competitive and other factors beyond our control. We may not be able to generate sufficient cash from operations after emergence from Chapter 11 to meet our debt service obligations or fund necessary capital expenditures. We may also be unable to refinance our debt, obtain additional financing or sell assets or equity on commercially reasonable terms or at all.

Any default under either the Exit Credit Facility or the Exit Receivables Facility could adversely affect our growth, financial condition, results of operations, the value of our equity and our ability to service our debt.

The Exit Credit Facility is expected to contain certain restrictions and limitations that could significantly affect Reorganized Audacy’s ability to operate its business, as well as significantly affect its liquidity.

The Exit Credit Facility is expected to contain a number of significant covenants that could adversely affect Reorganized Audacy’s ability to operate its businesses, as well as significantly affect its liquidity, and therefore could adversely affect Reorganized Audacy’s results of operations. These covenants are expected to restrict (subject to certain exceptions) Reorganized Audacy’s ability to: incur additional debt; grant liens; consummate mergers, acquisitions, consolidations, liquidations and dissolutions; make dividends to shareholders; sell assets; make investments, loans and advances; make payments and modifications to subordinated and other material debt instruments; enter into transactions with affiliates; consummate sale-leaseback transactions; change its fiscal year; enter into hedging arrangements; allow third parties to manage its stations, and sell substantially all of the stations’ programming or advertising; transfer or assign FCC licenses to third parties; and change its lines of business.

The breach of any covenants or obligations in the Exit Credit Facility, not otherwise waived or amended, could result in a default under the Exit Credit Facility and could trigger acceleration of those obligations. Any default under the Exit Credit Facility could adversely affect Reorganized Audacy’s growth, financial condition, results of operations and ability to make payments on debt.

RISKS RELATED TO OUR BUSINESS

~~The~~Our ~~effects of the current macroeconomic conditions and novel coronavirus ("COVID-19") global pandemic on our~~ operations ~~and~~may ~~the~~be ~~operations~~adversely ofaffected ~~our~~by ~~customers,~~changes ~~have~~in ~~had,~~programming and ~~may~~competition ~~continue~~for toadvertising ~~have, a material adverse effect on our business, financial condition, results of operations, or cash flows~~revenues.

AsWe operate in a ~~result~~highly ofcompetitive ~~the~~business. ~~current~~We ~~macroeconomic~~compete ~~conditions~~for ~~and~~audiences ~~the~~with ~~COVID-19~~advertising ~~pandemic,~~revenues weas ~~have~~our ~~experienced~~principal ~~and~~source ~~may~~of ~~continue~~income. toWe ~~experience~~compete ~~disruptions~~directly ~~that~~with ~~have~~other ~~adversely~~radio ~~impacted~~stations, ~~our~~as ~~business~~well as with other media, ~~results~~such ofas ~~operations~~broadcast, cable and ~~financial~~satellite ~~position. Specifically~~television, ~~our~~satellite radio and pure-play digital audio, newspapers and magazines, national and local ~~businesses~~digital ~~that~~services, weoutdoor ~~currently~~advertising ~~rely~~and ondirect mail. We also compete for advertising dollars with ~~respect~~other tolarge ~~our~~companies ~~operations~~such as Facebook, ~~may~~Google ~~continue~~and Amazon. We have diversified our business but are still heavily dependent on radio. Radio continues to ~~experience~~be ~~disruptions~~challenged ingiven ~~supply~~the ~~chains,~~other ~~labor~~forms ~~market~~of ~~constraints~~media available, ~~closing~~and ofthere ~~facilities~~is no guarantee that radio will be able to regain share from its competition. Audience ratings and ~~suspension~~market ofshares ~~production~~are subject to change, and ~~reduction~~any decrease in ~~demand~~our ~~for~~listenership ~~many~~ratings ~~goods~~or ~~and~~market ~~services. These~~share ~~disruptions~~in a particular market could ~~continue~~have toa ~~result~~material adverse effect on the revenues of our stations located in that market. Audience ratings and market shares could be affected by a ~~decrease~~variety of factors, including changes in ~~advertising~~the ~~spend~~format ~~and/~~or ~~heighten~~content ~~the~~of ~~risk~~programming ~~with~~(some ~~respect~~of towhich ~~collectability~~may be outside of our ~~accounts~~control), ~~receivable~~personnel changes, demographic shifts and general broadcast listening trends. ~~These~~Adverse ~~disruptions~~changes ~~have~~in any of these areas or trends could adversely ~~impacted~~impact our ~~revenue~~business, financial condition, results of operations and cash flows. Our ability to compete effectively depends in part on our ability to achieve a competitive cost structure during the Chapter 11 Cases. If we cannot do so, then our business, financial ~~operations~~condition and operating results would be adversely affected.

~~Additionally~~Pandemics, ~~our~~epidemics Credit Facility requires us to maintain compliance with a maximum Consolidated Net First Lien Leverage Ratio (as defined in the Credit Facility) that cannot exceed 4.0 times. Under certain limited circumstances, the Consolidated Net First Lien Leverage ratio can increase to 4.5 times for a limited period of time. Our ability to comply with this financial covenant may be affected by operating performance or other ~~events~~health ~~beyond~~crises ~~our~~may ~~control as a result of the current macroeconomic conditions and the COVID-19 pandemic. There can be no assurance that we will comply with these covenants. A default under the Credit Facility could~~ have a material adverse effect on our business~~. We may seek from time to time to further amend our Credit Facility or obtain other funding or additional funding~~, ~~which~~financial ~~may result in higher interest rates on our debt. However~~condition, weresults ~~may~~of ~~not be able to do so on terms that are acceptable or to the extent necessary to avoid a default~~operations, ~~depending~~cash ~~upon conditions in the credit markets~~flows, ~~the~~or ~~length and depth of the market reaction to the current macroeconomic conditions and the COVID-19 pandemic and our ability to compete in this environment~~liquidity. ~~In 2024, $887.4 million of debt is set to mature beginning in July 2024.~~

~~Additionally,~~Our webusiness ~~may~~could ~~continue~~be tomaterially ~~divest~~and ~~non-strategic~~adversely ~~assets~~affected by the risks, or the public perception of the ~~Company~~risks, related to ~~execute~~a ~~cash~~pandemic, ~~and~~epidemic, ~~debt~~or ~~management~~other ~~plans~~health ~~for~~crises, like the ~~benefit~~COVID-19 pandemic. The COVID-19 pandemic, and resulting economic downturn, disrupted our business and negatively impacted our employees, partners and third-party service providers. In particular, effects of the ~~covenant~~COVID-19 ~~calculation~~pandemic, such as ~~permitted~~economic ~~under~~instability, ~~the~~remote ~~credit~~work ~~agreement~~and ~~related~~travel torestrictions, ~~both~~disruptions ~~its~~in ~~Credit~~supply ~~Facility~~chains, rising inflation and ~~Accounts~~interest ~~Receivable~~rates, ~~Facility~~labor ~~(as~~market ~~such~~constraints, ~~terms~~closing ~~are~~of ~~defined~~facilities and suspension of production, and reduction in ~~Note~~demand 12for ~~below)~~our goods and services, negatively affected our business. These disruptions resulted in a decrease in advertising spend, which adversely impacted our revenue, results of operations and financial operations.

The ~~extent~~degree to which ~~our~~pandemics, ~~results~~epidemics ~~continue~~and toother bepublic ~~affected~~health bycrises ~~the~~will ~~current~~affect ~~macroeconomic~~our ~~conditions~~business ~~and~~in ~~COVID-19~~the future will ~~largely~~ depend on ~~future~~ developments, ~~which~~that are highly uncertain and cannot currently be ~~accurately~~ predicted. ~~and~~These ~~are~~developments ~~uncertain~~include, ~~including,~~ but are not limited to:, the duration, ~~scope~~extent and severity of ~~the~~any ~~current~~such ~~macroeconomic~~crisis; ~~conditions~~actions ~~and~~taken ~~the~~to ~~COVID-19~~contain ~~pandemic, and~~ any ~~additional~~such ~~resurgences or COVID-19 variants~~crisis; the ~~effect~~ultimate ofsocietal ~~the~~impact ~~current~~of ~~macroeconomic~~any ~~conditions~~such crisis and ~~the~~any ~~COVID-19~~lasting ~~pandemic~~changes onin ~~our~~business ~~customers~~ and ~~the~~consumer ~~ability~~behavior, ofincluding ~~our~~with ~~clients~~respect to ~~meet~~remote ~~their payment terms~~work; the ~~public's~~duration ~~willingness~~and tonature ~~attend~~of ~~live~~related ~~events~~restrictions on economic activity; and the ~~pace~~extent of ~~recovery. The~~the ~~current~~impact ~~macroeconomic~~of ~~conditions~~these and ~~the~~other ~~COVID-19~~factors ~~pandemic~~on ~~have~~our ~~had~~employees, partners, third-party service providers and ~~may~~customers. ~~continue~~The toeffects ~~have~~of future pandemics, epidemics or other public health crises could have a material adverse ~~effect~~impact on our business, ~~financial condition,~~ results of operations, orfinancial ~~cash~~condition ~~flows~~and growth prospects, as well as heighten the other risks discussed in this Item 1A, Risk Factors.

Our results may be impacted by economic trends.

Our ~~net~~results ~~revenues~~of ~~continued~~operations tocould ~~improve~~be innegatively ~~the~~impacted ~~first~~by ~~six~~economic ~~months~~fluctuations ofor ~~2022~~future ~~compared~~economic todownturns. ~~the~~Also, ~~same~~expenditures ~~period~~by inadvertisers ~~2021.~~tend ~~This~~to ~~increase~~be ~~was~~cyclical, ~~primarily~~reflecting asoverall ~~a result of~~ economic ~~recovery~~conditions. ~~and~~The ~~improvements~~risks ~~across~~associated ~~all~~with ~~segments of~~ our business ~~from~~could ~~the~~be ~~depressed~~more ~~levels~~acute ofin ~~2020~~periods ~~caused~~of bya ~~the~~slowing ~~Covid-19~~economy ~~pandemic.~~or ~~However~~recession, wewhich ~~did~~may ~~experience~~be anaccompanied ~~overall~~by ~~decline~~a indecrease ~~revenues~~ in ~~the~~advertising ~~last~~expenditures. ~~six~~A ~~months~~decrease ofin ~~2022~~advertising asexpenditures ~~compared~~could toadversely ~~the~~impact ~~same~~our ~~period~~business, infinancial ~~2021~~condition ~~due~~and toresults ~~the~~of ~~current macroeconomic conditions~~operations.

Our results of operations could be negatively impacted by economic fluctuations or future economic downturns. Also, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions. The risks associated with our business could be more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising expenditures. A decrease in advertising expenditures could adversely impact our business, financial condition and result of operations.

There can be no assurance that we will not experience an adverse impact on our ability to access capital, which could adversely impact our business, financial condition and results of operations. In addition, our ability to access the capital markets may be severely restricted at a time when we would like or need to do so, which could have an adverse impact on our capacity to react to changing economic and business conditions.

We may be adversely affected by the effects of inflation.

Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers. The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases. Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. Even if such measures are effective, there could be a difference between the timing of when these beneficial actions impact our results of operations and when the cost of inflation is incurred.

Our operations may be adversely affected by changes in programming and competition for advertising revenues.

We operate in a highly competitive business. We compete for audiences with advertising revenues as our principal source of income. We compete directly with other radio stations, as well as with other media, such as broadcast, cable and satellite television, satellite radio and pure-play digital audio, newspapers and magazines, national and local digital services, outdoor advertising and direct mail. We also compete for advertising dollars with other large companies such as Facebook, Google and Amazon.We have diversified our business but are still heavily dependent on radio. Radio continues to be challenged given the other forms of media available and there is no guarantee that radio will be able to regain share from its competition. Audience ratings and market shares are subject to change, and any decrease in our listenership ratings or market share in a particular market could have a material adverse effect on the revenues of our stations located in that market. Audience ratings and market shares could be affected by a variety of factors, including changes in the format or content of programming (some of which may be outside of our control), personnel changes, demographic shifts and general broadcast listening trends. Adverse changes in any of these areas or trends could adversely impact our business, financial condition, results of operations and cash flows.

We cannot predict the competitive effect of changes in audio content distribution or changes in technology.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services with which we compete for listeners and advertising revenues. We may lack the resources to acquire new technologies or introduce new services to allow us to effectively compete with these new offerings. ~~Competing~~Technologies ~~technologies~~ and services which compete for listeners and advertising revenues traditionally spent on audio advertising include: (i) personal audio devices such as smart phones; (ii) satellite-delivered digital radio services that offer numerous programming channels such as SiriusXM Satellite Radio; (iii) audio programming by internet content providers and internet radio stations such as Spotify and Pandora; (iv) low-power FM radio stations, which are non-commercial FM radio broadcast outlets that serve small, localized areas; (v) digital audio files made available on the Internet for downloading to a computer or mobile device such as podcasts that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements; and (vi) search engine and e-commerce websites where a significant portion of their revenues are derived from advertising revenues such as Google and Yelp.

We cannot predict the effect, if any, that competition arising from new technologies may have on us or on our financial condition, results of operations and cash flows.

Our business depends on keeping pace with technological developments.

Our success is, to a large extent, dependent on our ability to acquire, develop, adopt and leverage new and existing technologies, and our competitors’ use of certain types of technology may provide them with a competitive advantage. We have recently acquired new ad tech capabilities and launched new streaming platforms, ad tech and ad products. New technologies can materially impact our businesses in a number of ways, including affecting the demand for our products, the distribution methods of our products and content to our customers, the ways in which our customers can consume our content, and the growth of distribution platforms available to advertisers. If we choose technology that is not as effective or attractive to consumers as that employed by our competitors, if we fail to employ technologies desired by consumers before our competitors do so, or if we fail to execute effectively on our technology initiatives, our businesses and results of operations could be adversely affected. We also will continue to incur additional costs as we execute our technology initiatives. There can be no assurance that we can execute on these and other initiatives in a manner sufficient to grow or maintain our revenue or to successfully compete in the future.

do so, or if we fail to execute effectively on our technology initiatives, our businesses and results of operations could be adversely affected. We also will continue to incur additional costs as we execute our technology initiatives. There can be no assurance that we can execute on these and other initiatives in a manner sufficient to grow or maintain our revenue or to successfully compete in the future.

Cybersecurity threats could have a material adverse effect on our business.

The use of our computers and digital technology ~~in substantially all aspects of our business operations gives rise to cybersecurity risks~~, ~~including malware, spam, advanced persistent threats, email Denial of Service, or DoS,~~ and ~~Distributed~~those ~~Denial~~ of ~~Service,~~third orparty ~~DDoS~~providers, ~~data~~in ~~leaks,~~substantially and other security threats. A cybersecurity attack could compromise confidential information or disrupt our operations. There can be no assurance that we, or the information security systems we implement, will protect against all aspects of ~~these rapidly changing risks. A cybersecurity incident has previously, and could in the future, increase~~ our ~~operating~~business ~~costs, disrupt our~~ operations, ~~harm~~gives ~~our~~rise ~~reputation, or subject us~~ to ~~liability~~cybersecurity ~~under contracts with our commercial partners, or laws and regulations that protect personal data. We maintain insurance coverage against certain of such~~ risks, ~~but cannot guarantee~~ that ~~such~~threaten ~~coverage will be applicable or sufficient with respect to any given incident or on-going incidents that go undetected. Our information security systems and processes, which are designed to protect~~ the confidentiality, integrity and availability of ~~networks,~~our critical systems, ~~applications~~ and ~~digital~~ information, ~~cannot~~including ~~provide~~malware ~~absolute~~and ~~security. Further~~ransomware, ~~advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyberattacks~~spam, ~~including~~ advanced persistent threats ~~by state-sponsored actors~~, ~~cyberattacks relying on complex~~ social engineering ~~or "~~/phishing~~" tactics~~, ransomware attacks, and other methods. Cybersecurity breaches could result in an increase in costs related to securing our systems against cybersecurity threats, defending against litigation, responding to regulatory investigation, and other remediation costs or capital expense associated with detecting, preventing, and responding to cybersecurity incidents, including augmenting backup and recovery capabilities.

In 2019, we experienced cyber attacks which temporarily disrupted certain business operations, and, although these events did not have a material adverse effect on our operating results, there can be no assurance of a similar result in the future. Although we have developed, and further enhanced, our systems and processes that are designed to protect personal information and prevent data loss and other security breaches such as those we have experienced in the past, such measures cannot provide absolute security.13

email Denial of Service, or DoS, and Distributed Denial of Service, or DDoS, data leaks, malfeasance by insiders, human or technological error, and as a result of bugs, misconfigurations or exploited vulnerabilities in software or hardware and other cybersecurity threats. A cybersecurity attack could compromise confidential, proprietary, or personal information, disrupt our operations, increase our operating costs, harm our reputation, or subject us to liability under contracts with our commercial partners, or laws and regulations that protect personal data. There can be no assurance that we, or the information security systems we implement, will be fully implemented, complied with, or will effectively protect against all of these rapidly changing risks. We maintain insurance coverage against certain of such risks, but cannot guarantee that such coverage will be applicable or sufficient with respect to any given incident or ongoing incidents that go undetected. We also cannot guarantee that such coverage will be available to us in the future on economically reasonable terms or at all. Our information security systems and processes, which are designed to protect the confidentiality, integrity and availability of networks, systems, applications and digital information, cannot provide absolute security. Further, advances in technology and the increasing sophistication of attackers have led to more frequent and effective cyberattacks, including advanced persistent threats by state-sponsored actors, cyberattacks relying on complex social engineering or "phishing" tactics, ransomware attacks, and other methods. Threat actors may use tools that circumvent security controls, evade detection and remove forensic evidence which may render us unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our business. Cybersecurity breaches could result in an increase in costs related to securing our systems against cybersecurity threats, defending against litigation (including class action litigation), responding to regulatory investigation and enforcement actions, fines, penalties, reputational damage, and other remediation and compliance costs or capital expense associated with detecting, preventing, and responding to cybersecurity incidents, including augmenting backup and recovery capabilities.

We and certain of our third-party providers have experienced cyberattacks and could experience such incidents in the future in varying degrees. For example, we have previously experienced cyber attacks which temporarily disrupted certain business operations, and, although these events did not have a material effect on our financial or operating results there can be no assurance of a similar result in the future. Although we have developed, and further enhanced, our systems and processes that are designed to protect personal information and prevent data loss and other security breaches such as those we have experienced in the past, such measures cannot provide absolute security.

Failure to comply with evolving state, federal and international privacy laws and regulations may result in significant liability, negative publicity, and/or erosion of trust and could have an adverse effect on our revenues, our results of operations and financial condition.

We receive, store, handle, transmit, use, and otherwise process business information and information related to individuals, including from and about actual and prospective listeners, as well as our employees and service providers. We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process data on our behalf. We and our vendors are subject to a variety of federal, state, and international data privacy laws, rules, regulations, industry standards and other requirements, including those that apply generally to the handling of information about individuals. For example, we are subject to the California Consumer Privacy Act (CCPA) which, among other things, grants California residents rights over their personal information, provides for civil penalties for violations (as well as a private right of action for certain data breaches), and establishes a dedicated California privacy regulator, the California Privacy Protection Agency. Following the enactment of the CCPA, comprehensive privacy statutes that share similarities with the CCPA which we may also be subject to have been enacted or are being considered in a number of states.

Any failure or perceived failure by us to comply with these laws could result in proceedings or actions against us. Even though we believe we and our vendors and service providers are generally in compliance with applicable laws, rules and regulations relating to privacy and data security, these laws are in some cases relatively new and the interpretation and application of these laws are uncertain. Any failure or perceived failure by us to comply with data privacy laws, rules, regulations, industry standards and other requirements could result in proceedings or actions against us by individuals, consumer rights groups, government agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines, or be required to make changes to our business. Further, these proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

The loss of, or difficulty attracting, motivating and retaining, key personnel could have a material adverse effect on our business.

Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key personnel. As a result of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees likely will face considerable distraction and uncertainty. We believe that the loss of one or more of these individuals could adversely impact our business, financial condition, results of operations and cash flows.

Competition for experienced professional personnel is intense, and we must work to retain and attract these professionals. For example, our radio stations and podcasting operations compete for creative and on-air talent with other radio stations, audio companies and other media, such as broadcast, cable and satellite television, digital media and satellite radio. Changes in program talent, due to competition and other reasons, could materially and negatively affect our ratings and our ability to attract local and national advertisers, which could in turn adversely affect our revenues.14

Competition for experienced professional personnel is intense, and we must work to retain and attract these professionals. For example, our radio stations and podcasting operations compete for creative and on-air talent with other radio stations, audio companies and other media, such as broadcast, cable and satellite television, digital media and satellite radio. Changes in program talent, due to competition, uncertainties associated with our Chapter 11 Cases, and other reasons, could materially and negatively affect our ratings and our ability to attract local and national advertisers, which could in turn adversely affect our revenues.

Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations.

We must pay royalties to the copyright owners of musical compositions (e.g., song composers, publishers, et al.) for the public performance of such musical compositions on our radio stations and internet streams. We satisfy this requirement by obtaining blanket public performance licenses from performing rights organizations ("PROs"). We pay fees to the PROs for these licenses, and the PROs in turn compensate the copyright owners. We currently maintain, and pay all fees associated with, public performance licenses from the following PROs: American Society of Composers, Authors and Publishers ("ASCAP"), Broadcast Music, Inc. ("BMI"), SESAC, Inc. ("SESAC"), and Global Music Rights ("GMR"). The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams could increase as a result of private negotiations and the emergence of new PROs, which could adversely impact our ~~businesses~~business, financial condition, results of operations and cash flows.

We must also pay royalties to the copyright owners of sound recordings (e.g., record labels, recording artists, et al.) for the digital audio transmission of such sound recordings on the Internet. We pay such royalties under federal statutory licenses and pay applicable license fees to SoundExchange, the non-profit organization designated by the United States Copyright Royalty Board ("CRB") to collect such license fees. The royalty rates applicable to sound recordings under federal statutory licenses are subject to adjustment by the CRB. The royalty rates we pay to copyright owners for the digital audio transmission of sound recordings on the Internet could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions, which could adversely impact our businesses, financial condition, results of operations and cash flows.

Board ("CRB") to collect such license fees. The royalty rates applicable to sound recordings under federal statutory licenses are subject to adjustment by the CRB. The royalty rates we pay to copyright owners for the digital audio transmission of sound recordings on the Internet could increase as a result of private negotiations, regulatory rate-setting processes, or administrative and court decisions, which could adversely impact our businesses, financial condition, results of operations and cash flows.

We do not pay royalties for the public performance of sound recordings by means of terrestrial broadcasts on our radio stations. However, from time-to-time, Congress considers legislation that would require radio broadcasters to pay royalties to applicable copyright owners for the public performance of sound recordings by means of terrestrial broadcasts. Such proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether or not any such proposed legislation will become law. New royalty rates for the public performance of sound recordings by means of terrestrial broadcasts on our radio stations could increase our expenses, which could adversely impact our businesses, financial condition, results of operations and cash flows.

Federal copyright law has historically provided copyright protection for sound recordings made and fixed to a tangible medium on or after February 15, 1972. The Music Modernization Act ("MMA") signed into law on October 11, 2018 (the "MMA Enactment Date") extends federal copyright protection, and preempts all State laws applicable, to sound recordings created prior to February 15, 1972 (the "Pre-1972 Recordings") as of the MMA Enactment Date. A number of recording artists and independent record labels claim the laws of certain States provide copyright protections for their Pre-1972 Recordings, and have brought claims in those States against several radio broadcasters (including CBS Radio) for allegedly infringing on the exclusive public performance right of such recording artists and record labels in their Pre-1972 Recordings.

An adverse decision against us or other broadcasters in these types of matters or new legislation in this area could impede our ability to broadcast or stream the Pre-1972 Recordings and/or increase our royalty payments, as well as expose us to liability for past broadcasts.

The failure to protect our intellectual property could adversely impact our business, financial condition and results of operations.

Our ability to protect and enforce our intellectual property rights is important to the success of our business. We endeavor to protect our intellectual property under trade secret, trademark, copyright and patent law, and through a combination of employee and third-party non-disclosure agreements, other contractual restrictions, and other methods. We have registered trademarks in state and federal trademark offices in the United States and enforce our rights through, among other things, filing oppositions with the U.S. Patent and Trademark Offices. There is a risk that unauthorized digital distribution of our content could occur, and competitors may adopt names similar to ours or use confusingly similar terms as keywords in internet search engine advertising programs, thereby impeding our ability to build brand identity and leading to confusion among our audience or advertisers. Moreover, maintaining and policing our intellectual property rights may require us to spend significant resources as litigation or proceedings before the U.S. Patent and Trademark Office, courts or other administrative bodies, is unpredictable and may not always be cost-effective. There can be no assurance that we will have sufficient resources to adequately protect ~~and enforce our intellectual property. The failure to protect and enforce our intellectual property could adversely impact our business, financial condition, results of operations and cash flows.~~

and enforce our intellectual property. The failure to protect and enforce our intellectual property could adversely impact our business, financial condition, results of operations and cash flows.

We may be subject to claims and litigation from third parties claiming that our operations infringe on their intellectual property. Any intellectual property litigation could be costly and could divert the efforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financial condition and results of operations. If any such actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to operate our business.

We are subject to extensive regulations and are dependent on federally-issued licenses to operate our radio stations. Failure to comply with such regulations could have a material adverse impact on our business.

The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. See Federal Regulation of Radio Broadcasting under Part I, Item 1, “Business.” We are required to obtain licenses from the FCC to operate our radio stations. Licenses are normally granted for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, there can be no assurance that the FCC will approve our future renewal applications or that the renewals will not include conditions or qualifications. During the periods when a renewal application is pending, informal objections and petitions to deny the renewal application can be filed by interested parties, including members of the public, on a variety of grounds. The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse impact on our business, financial condition, results of operations and cash flows.

of the public, on a variety of grounds. The non-renewal, or renewal with substantial conditions or modifications, of one or more of our licenses could have a material adverse impact on our business, financial condition, results of operations and cash flows.

We must comply with extensive FCC regulations and policies in the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions and in certain circumstances could require us to divest some radio stations. The FCC’s rules governing our radio station operations impose costs on our operations, and changes in those rules could have an adverse effect on our business. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by our radio stations and could adversely impact our business, financial condition and results of operation. Moreover, these FCC regulations may change over time, and there can be no assurance that changes would not adversely impact our business, financial condition and results of operations. From time to time, we are the subject of investigations by the FCC in the normal course of business.

The FCC has engaged in vigorous enforcement of its indecency rules against the broadcast industry, which could have a material adverse effect on our business.

FCC regulations prohibit the broadcast of obscene material at any time and indecent or profane material between the hours of 6:00 a.m. and 10:00 p.m. The FCC has threatened on more than one occasion to initiate license revocation proceedings against a broadcast licensee that commits a "serious" indecency violation. Further, broadcasting obscene, indecent or profane programming may potentially subject broadcasters to license revocation, or licensee qualification proceedings. We may in the future become subject to inquiries or proceedings arising from our stations programming. We cannot predict the outcome of any such inquiries or proceedings to which we may become subject. However, to the extent that these proceedings or inquiries result in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license or license renewal applications, our business, financial condition, results of operations and cash flow could be adversely impacted.

Congress or federal agencies that regulate us could impose new regulations or fees on our operations that could have a material adverse effect on us.

There has been in the past, and there could be again in the future, proposed legislation that requires radio broadcasters to pay additional fees such as a spectrum fee for the use of the spectrum. In addition, there has been proposed legislation which would impose a new royalty fee that would be paid to record labels and performing artists for use of their recorded music. It is currently unknown what impact any potential required royalty payments or fees would have on our business, financial condition, results of operations and cash flows.

We depend on selected market clusters of radio stations for a material portion of our revenues.

For ~~2022~~2023, we generated over 50% of our as reported net revenues from 10 of our markets, which were Boston, Chicago, Dallas, Detroit, Houston, Los Angeles, Miami, New York City, Philadelphia, ~~San Francisco~~ and Washington, D.C. Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, which could adversely impact our business, financial condition, results of operations and cash flows.

Impairments to our broadcasting licenses and goodwill have reduced our earnings.

We have incurred impairment charges that resulted in non-cash write-downs of our broadcasting licenses and goodwill in the past. A significant portion of these impairment losses was recorded in 2008 during the recession, ~~during~~in ~~the~~2021 ~~fourth quarter of 2018~~ as a result of ~~an interim impairment assessment, during~~ the ~~fourth~~impacts ~~quarter~~ of ~~2019~~the inCOVID-19 ~~connection~~pandemic ~~with~~on ~~our annual impairment assessment, during~~ the ~~second~~business and ~~third~~in ~~quarters~~2022 ofand ~~2020~~2023 as a result of ~~interim impairment assessments, and during~~ the ~~fourth~~impact ~~quarter~~ of ~~2020~~current inmacroeconomic ~~connection~~conditions ~~with~~on ~~our~~the ~~annual impairment assessment~~business. As of December 31, ~~2022~~2023, our broadcasting licenses and goodwill comprised approximately 6645% of our total assets.

The ~~annual~~interim impairment assessment conducted during the second and third quarters and the annual impairment test conducted during the fourth quarter of ~~2022~~2023 ~~and 2021~~ indicated that the fair value of our broadcasting licenses ~~and~~was ~~the~~less ~~fair~~than ~~value~~their respective carrying amounts. Accordingly, we recorded impairment losses of ~~our~~$124.8 ~~podcast~~million ~~reporting~~($91.5 ~~unit~~million, ~~and~~net ~~QLGG~~of ~~reporting~~tax) ~~unit~~in ~~was~~the ~~greater~~second ~~than~~quarter ~~their~~of ~~respective~~2023 ~~carrying~~and ~~amounts~~$265. ~~Accordingly~~8 million ($194.9 million, nonet of tax) in the third quarter of 2023 in connection with interim impairment ~~loss~~losses, ~~was~~and we recorded $898.9 million ($659.2 million, net of tax) in connection with our annual impairment test in the fourth quarter of 2023.

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

The annual impairment assessment conducted during the fourth quarter of 2020 indicated that the fair value of our broadcasting licenses was less than their respective carrying amounts for certain of our markets. Accordingly, we recorded an impairment loss of $246.0 million, ($180.4 million, net of tax).

The valuation of our broadcasting licenses and our reporting units is subjective and based on our estimates and assumptions rather than precise calculations. The fair value measurements for our broadcasting licenses and our reporting units use significant unobservable inputs and reflect our own assumptions, including market share and profit margin for an average station, growth within a radio market, estimates of costs and losses during early years, potential competition within a radio market and the appropriate discount rate used in determining fair value.

11The fair value of acquired goodwill is based upon our estimates of the fair values using an income approach. Our fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information.

As a result of the large goodwill impairment loss recorded during the fourth quarter of 2019, our remaining goodwill is attributable solely to recent acquisitions. The fair value of acquired goodwill is based upon our estimates of the fair values using an income approach. Our fair value analysis contains assumptions based on past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information.

If events occur or circumstances change that would reduce the fair value of the broadcasting licenses and reporting units below the amount reflected on the balance sheet, we could be required to recognize impairment charges, which may be material, in future periods. Current accounting guidance does not permit a valuation increase.

We have significant obligations relating to our current operating leases.

As of December 31, ~~2022~~2023, we had future operating lease commitments of approximately $~~280~~284.02 million that are disclosed in Note 2321, Contingencies ~~And~~and Commitments, in the accompanying notes to our audited consolidated financial statements. We are required to make certain estimates at the inception of a lease in order to determine whether the lease is an operating or finance lease. In February 2016, the accounting guidance was modified to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The most notable change in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases with a term of more than one year. This guidance was effective for us as of January 1, 2019. The impact of this guidance had a material impact on our financial position and the impact to our results of operations and cash flows was not material. As of January 1, 2019, we recorded a cumulative-effect adjustment to our accumulated deficit of $4.7 million, net of taxes of $1.7 million. This adjustment was attributable to the recognition of deferred gains from a sale and leaseback transaction under the previous accounting guidance for leases. The most significant impact of the adoption of the new leasing guidance was the recognition of ROU assets and lease liabilities for operating leases on the balance sheet of $288.7 million and $306.2 million, respectively, on January 1, 2019. The difference between the ROU assets and lease liabilities recorded upon implementation was primarily attributable to deferred rent balances and unfavorable lease liabilities which were combined and presented net within the ROU assets.

Our business is dependent upon the proper functioning of our internal business processes and information systems, and modification or interruption of such systems may disrupt our business, processes and internal controls.

The proper functioning of our internal business processes and availability, integrity or confidentiality of the information systems is critical to the efficient operation and management of our business. If these information technology systems fail or are interrupted, our operations and operating results may be adversely affected. Our business processes and information systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to a number of operational risks. Our information technology systems, and those of third-party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control. While we maintain policies and procedures to recover our systems and information in the event of a failure of our systems, there can be no assurance that such policies and procedures will be effective. These include catastrophic events, power anomalies or outages, computer system or network failures and natural disasters. Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could adversely impact our business, financial position, results of operations and cash flow.

~~The FCC has engaged in vigorous enforcement of its indecency rules against the broadcast industry, which could have a material adverse effect on our business.~~17

FCC regulations prohibit the broadcast of obscene material at any time and indecent or profane material between the hours of 6:00 a.m. and 10:00 p.m. The FCC has threatened on more than one occasion to initiate license revocation proceedings against a broadcast licensee who commits a "serious" indecency violation. Further, broadcasting obscene, indecent or profane programming, may potentially subject broadcasters to license revocation, renewal or qualification proceedings. We may in the future become subject to inquiries or proceedings related to our stations. To the extent that these proceedings result in the imposition of fines, a settlement with the FCC, revocation of any of our station licenses or denials of license renewal applications, our business, financial condition, results of operations and cash flow could be adversely impacted.

We may be unable to effectively integrate our acquisitions, which could have a material adverse effect on our business.

The integration of acquisitions involves numerous risks, including:

•the possibility of faulty assumptions underlying our expectations regarding the integration process;

•the potential coordination of a greater number of diverse businesses and/or businesses located in a greater number of geographic locations;

•retaining existing customers and attracting new customers;

•the potential diversion of management’s focus and resources from other strategic opportunities and from operational matters;

•unforeseen expenses or delays in anticipated timing;

•attracting and retaining the necessary personnel;

•creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters; and

•integrating accounting, finance, sales, billing, payroll, purchasing and regulatory compliance systems.

WeIn ~~are~~addition, ~~exposed~~most todispositions ~~credit~~and ~~risk~~acquisitions onoutside ~~our~~of ~~accounts~~the ~~receivable.~~ordinary ~~This~~course ~~risk~~of isbusiness ~~heightened~~ during ~~periods~~the ofChapter ~~uncertain~~11 ~~economic~~Cases ~~conditions~~will be subject to Bankruptcy Court approval.

~~Our~~We ~~outstanding accounts receivable~~ are ~~not~~exposed ~~covered by collateral or credit insurance. While we have procedures~~ to ~~monitor and limit exposure to~~ credit risk on our ~~receivables,~~accounts ~~which~~receivable facility. This risk is heightened during periods of uncertain economic conditions, there can be no assurance such procedures will effectively limit our credit risk and enable us to avoid losses, which could have a material adverse effect on our financial condition, results of operations and cash flow.

WeOur ~~rely~~outstanding onaccounts ~~key~~receivable ~~contracts~~are ~~and~~not ~~business~~covered ~~relationships,~~by ~~and~~collateral ifor ~~our~~credit ~~business~~insurance. ~~partners~~While orwe ~~contracting counterparties fail~~have procedures to ~~perform,~~monitor orand ~~terminate~~limit exposure to credit risk on our receivables, ~~any~~such risk is heightened during periods of ~~their~~uncertain ~~contractual~~economic ~~arrangements~~conditions ~~with~~and usthere ~~for~~can ~~any~~be ~~reason~~no orassurance ~~cease~~such ~~operations,~~procedures will effectively limit our ~~business~~credit risk and enable us to avoid losses, which could behave ~~disrupted~~a ~~and~~material adverse effect on our ~~revenues~~financial ~~could~~condition, beresults ~~adversely~~of ~~affected~~operations and cash flow.

We rely on key contracts and business relationships, and if our business partners or contracting counterparties fail to perform or terminate any of their contractual arrangements with us for any reason or cease operations, our business could be disrupted and our revenues could be adversely affected.

If one of our business partners or counterparties is unable (including as a result of any bankruptcy or liquidation proceeding) or unwilling to continue operating in the line of business that is the subject of our contract, we may not be able to obtain similar relationships and agreements on terms acceptable to us or at all. The failure to perform or termination of any of the agreements by a partner or a counterparty, the discontinuation of operations of a partner or counterparty, the loss of good relations with a partner or counterparty or our inability to obtain similar relationships or agreements, may have an adverse effect on our financial condition, results of operations and cash flow.

~~RISKS~~We ~~RELATED~~may TObe ~~OUR~~subject ~~INDEBTEDNESS~~to litigation that could negatively impact our cash flow, financial condition and results of operations.

We ~~have~~are ~~substantial~~a ~~indebtedness~~party from time to time in lawsuits and regulatory proceedings relating to our business. Due to the inherent uncertainties of litigation and regulatory proceedings, ~~which~~we may not be able to accurately predict the ultimate outcome of any such litigation or proceedings. A significant unfavorable outcome could ~~adversely~~negatively impact our ~~business~~cash flow, financial condition and results of operations. For example, the Company has been, and may continue to be, subject to music licensing fee disputes in the future. See “Legal Proceedings” in Part I, Item 3 and Note 21, Contingencies and Commitments for additional information.

We have substantial indebtedness. As of December 31, 2022, we had a senior secured credit agreement (the “Credit Facility”) of $1.0 billion that is comprised of: (a) a term B-2 loan (the “Term B-2 Loan”) with $632.4 million outstanding at December 31, 2022; and (b) a $250.0 million senior secured revolving credit facility (the “Revolver”), of which $180.0 million was outstanding at December 31, 2022. In addition to the Credit Facility, we also have outstanding: (i) $460.0 million aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the “2027 Notes”); (ii) $540.0 million aggregate principal amount of 6.750% senior secured second-lien notes due March 31, 2029 (the " 2029 Notes"); and (iii) a $75.0 million accounts receivable securitization facility (the "Receivables Facility").

This significant amount of indebtedness could have an adverse impact on us. For example, these obligations:

•make it more difficult for us to satisfy our financial obligations with respect to our indebtedness;

•require us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund working capital, capital expenditures and other corporate purposes;

•increase our vulnerability to and limit the flexibility in planning for, or reacting to, changes in our business, the industry in which we operate, the economy and government regulations;

•may restrict us from making strategic acquisitions or cause us to make non-strategic divestitures;

•may limit or prohibit our ability to pay dividends and make other distributions including share repurchases

•place us at a competitive disadvantage compared to our competitors that have less indebtedness;

•expose us to the risk of increased interest rates as borrowing under the Term B-2 Loan, Revolver and Receivables Facility are subject to variable rates of interest; and

•may limit or prohibit our ability to borrow additional funds.

The undrawn amount of the Revolver was $41.5 million as of December 31, 2022. The amount of the Revolver available to us is a function of covenant compliance at the time of borrowing. Based on our financial covenant analysis as of December 31, 2022, we would not be limited in these borrowings.

We may from time to time seek to amend our existing indebtedness agreements or obtain funding or additional debt financing, which may result in higher interest rates.

The terms of the Credit Facility, the 2027 Notes and the 2029 Notes may restrict our current and future operations.

The Credit Facility, the Indenture governing the 2027 Notes (the “2027 Notes Indenture”) and the Indenture governing the 2029 Notes (the "2029 Notes Indenture", and together with the 2027 Notes Indenture, the "Indentures") contain a number of restrictive covenants that impose significant operating and financial restrictions on us and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our ability to:

•incur additional indebtedness;

•pay dividends on, repurchase or make distributions in respect of our stock;

•make investments or acquisitions;

•sell, transfer or otherwise convey certain assets;

•incur liens;

•enter into Sale and Lease-Back Transactions (as defined in the Indentures);

•enter into agreements restricting our ability to pay dividends or make other intercompany transfers;

•consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

•enter into transactions with affiliates;

•prepay certain kinds of indebtedness;

•issue or sell stock; and

•change the nature of our business.

As a result of our substantial indebtedness, we may be: (i) limited in how we conduct our business; (ii) unable to raise additional debt or equity financing to operate during general economic or business downturns; and/or (iii) unable to compete effectively or to take advantage of new business opportunities.

These restrictions could hinder our ability to pursue our business strategy or inhibit our ability to adhere to our intended dividend policies.

We may still be able to incur substantial additional amounts of indebtedness, including secured indebtedness, which could further exacerbate the risks associated with our indebtedness and adversely impact our business, financial condition and results of operations.

We may incur substantial additional amounts of indebtedness, which could further exacerbate the risks associated with the indebtedness described above. Although the terms of the agreements governing our existing indebtedness contain restrictions on the incurrence of additional indebtedness and additional liens, these restrictions are subject to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. If new indebtedness is added to our existing indebtedness levels, the related risks that we face would intensify, and we may not be able to meet all of our respective indebtedness obligations. The incurrence of additional indebtedness may adversely impact our business, financial condition and results of operations.

We must comply with the covenants in our debt agreements, which restrict our operational flexibility.

The Credit Facility contains provisions which, under certain circumstances: (i) limit our ability to borrow money; (ii) make acquisitions, investments or restricted payments, including without limitation dividends and the repurchase of stock; (iii) swap or sell assets; or (iv) merge or consolidate with another company. To secure the indebtedness under our Credit Facility, we have pledged substantially all the assets of Audacy Capital Corp. and the guarantors thereunder, including the stock or equity interests of Audacy Capital Corp. and the subsidiary guarantors, subject to certain excluded assets.

The Credit Facility requires us to maintain compliance with a financial covenant, including a maximum Consolidated Net First Lien Leverage Ratio (as defined in the Credit Facility) that cannot exceed 4.0 times. Under certain limited circumstances, the Consolidated Net First Lien Leverage Ratio can increase to 4.5 times for a limited period of time. Our ability to comply with this financial covenant may be affected by operating performance or other events beyond our control such as the COVID-19 pandemic.

The Receivables Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, a required minimum tangible net worth, and a minimum liquidity requirement (the "financial covenants"). Specifically, the Receivables 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 December 31, 2022. As of December 31, 2022, the Company’s Consolidated Net First Lien Leverage Ratio was 3.9 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain liquidity of $25.0 million. As of December 31, 2022, the Company was compliant with the financial covenants. This liquidity covenant was amended and lowered to $25.0 million on January 27, 2023.

Our ability to comply with these covenants and restrictions may be affected by events beyond our control. These factors include prevailing economic, financial and industry conditions. From time to time, we may not be in compliance with such covenants or other terms governing the Credit Facility and Accounts Receivable Facility, or the covenants governing our other indebtedness, including the Indentures. We could be required to obtain waivers or amendments from our creditors in order to maintain compliance, and we cannot assure you that any such waiver or amendment will be available, or what the cost of such waiver or amendment, if obtained, would be. Such failure could also result in the acceleration of the repayment of such indebtedness and of any other indebtedness to which a cross-acceleration or cross-default provision applies. In such case, our creditors could seek to foreclose on any collateral that secures such indebtedness, which could be insufficient to repay that indebtedness, or to seek to enforce other remedies under the applicable debt agreements, which in turn could force us to seek any available protection from creditors or otherwise to reorganize our debt.

Because of our holding company structure, we depend on our subsidiaries for cash flow, and our access to this cash flow is restricted.

We operate as a holding company. All of our operating assets are currently owned and operated by our subsidiaries. Audacy Capital Corp., our 100% owned subsidiary, is the borrower under the Credit Facility. All of our operating subsidiaries and our FCC license subsidiary are direct or indirect subsidiaries of Audacy Capital Corp. Most of Audacy Capital Corp.’s subsidiaries are full and unconditional joint and several guarantors under the Credit Facility, the 2027 Notes and the 2029 Notes.

As a holding company, our only source of cash to pay our obligations, including corporate overhead and other expenses, is cash distributed from our subsidiaries. We currently expect that the majority of the net earnings and cash flow of our subsidiaries will be used by them in their operations, including servicing Audacy Capital Corp.’s indebtedness obligations. Even if our subsidiaries elect to make distributions to us, there can be no assurance that applicable state law and contractual restrictions, including the restricted payments covenants contained in our Credit Facility, would permit such dividends or distributions.

Our variable-rate indebtedness gives rise to interest rate risk, which could cause our debt service obligations to increase significantly. Any increase in our debt service obligations could adversely impact our business, financial condition and results of operations.

Borrowings under the Term B-2 Loan and the Revolver are at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations under the Credit Facility could increase even though the amount borrowed remains the same, and our net income and cash flows, including cash available for servicing our indebtedness, could correspondingly decrease.

As of December 31, 2022, if the borrowing rates under London Interbank Offered Rate (“LIBOR”) were to increase 100 basis points above the current rates, our interest expense on: (i) the Term B-2 Loan would increase $4.1 million on an annual basis, including any increase or decrease in interest expense associated with the use of derivative hedging instruments; and (ii) the Revolver would increase by $2.5 million, assuming our entire Revolver was outstanding as of December 31, 2022.

In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce interest rate risk. We may, however, not maintain interest rate swaps with respect to all of our variable-rate indebtedness, and any swaps we enter into may not fully mitigate our interest rate risk. An increase in our debt service obligations could adversely impact our business, financial condition and results of operations.

Changes in the method pursuant to which the London Interbank Offered Rate ("LIBOR") is determined and the transition to other benchmarks may adversely affect our results of operations.

LIBOR and certain other "benchmarks" have been the subject of continuing national, international and other regulatory guidance and proposals for reform. In July 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, publicly announced that it intends to phase out LIBOR, and in 2021, it announced that all LIBOR settings will either cease to be provided by any administrator or no longer be representative immediately after December 31, 2021, in the case of 1 week and 2-month USD settings, and immediately after June 30, 2023, in the case of the remaining USD settings. The U.S. Federal Reserve (the “Federal Reserve”) has also advised banks to cease entering into new contracts that use USD LIBOR as a reference rate. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S. based group convened by the Federal Reserve was formed. The ARRC is comprised of a diverse set of private sector entities and a wide array of official-sector entities, banking regulators, and other financial sector regulators. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”), as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. Working groups formed by financial regulators in the UK, the EU, Japan and Switzerland have also recommended alternatives to LIBOR denominated in their local currencies. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is unclear if other benchmarks may emerge or if other rates will be adopted outside of the United States

As discussed above, borrowings under the Term B-2 Loan and Revolver are at variable rates. As of December 31, 2022, we had $632.4 million outstanding under the Term B-2 Loan and $180.0 million outstanding under the Revolver. The Revolver provides for interest based upon the Base Rate or LIBOR plus a margin. The Term B-2 Loan provides for interest based upon the Base Rate or LIBOR plus a margin. Because the Term B-2 Loan and the Revolver are, at times, LIBOR-benchmarked debt, we may be exposed to unpredictable changes in LIBOR-benchmarked provisions in such obligations. Such exposure cannot be determined at this time.

The discontinuation of LIBOR and the transition from LIBOR to SOFR or other benchmark rates could have an unpredictable impact on contractual mechanics in the credit markets or result in disruption to the broader financial markets, including causing interest rates under our current or future LIBOR-benchmarked agreements to perform differently than in the past, which could have an adverse effect on our results of operations.

To service our indebtedness and other cash needs, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to satisfy our indebtedness obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon our future financial and operating performance, and upon our ability to renew or refinance borrowings. There can be no assurance that we will generate cash flow from operations, or that we will be able to draw under the Revolver or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on our indebtedness.

Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments.

If we are unable to make payments or refinance our indebtedness or obtain new financing under these circumstances, we may consider other options, including: (i) sales of assets; (ii) sales of equity; (iii) reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or (iv) negotiations with creditors to reorganize the applicable indebtedness. We are currently exploring, and expect to continue to explore, a variety of transactions to provide us with additional liquidity or to manage our liabilities, which could include extending maturities or otherwise reorganizing our debt to decrease overall leverage. We cannot assure you that we will enter into or consummate any such liability management transactions or that we will be successful in reducing our debt, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.

Our ability to reorganize or refinance our indebtedness will depend on the condition of the capital markets and our financial conditions at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future indebtedness agreements may restrict us from adopting some of these alternatives. In the absence of sufficient cash flow from operating results and other resources, we could face substantial liquidity problems and could be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value, or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Our inability to generate sufficient cash flow to satisfy our indebtedness obligations, or to refinance such indebtedness on commercially reasonable terms or at all, could adversely impact our business, financial condition and results of operations.

A lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital.

Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital, which could adversely impact our business, financial condition and results of operations.

RISKS ASSOCIATED WITH OUR STOCK

~~Our~~Trading ~~Chairman,~~in ~~President~~our ~~and~~securities ~~Chief~~during ~~Executive~~the ~~Officer~~pendency ~~and~~of ~~our~~the ~~Chairman~~Chapter ~~Emeritus~~11 ~~own~~Cases ais ~~large~~highly ~~minority~~speculative ~~equity interest in us~~ and poses ~~have~~ substantial ~~influence over our Company~~risks. ~~Their interests may conflict with your interests.~~

AsTrading ofprices ~~February 10,~~for ~~2023, David J. Field,~~ our ~~Chairman, President and Chief Executive Officer, and one of our directors, beneficially owned 5,202,584 shares of our Class A~~ common stock ~~and~~are ~~2,749,250~~very ~~shares~~volatile. ~~of our Class B common stock~~Further, ~~representing~~the ~~approximately~~terms ~~18.6%~~ of the ~~total~~Plan ~~voting~~contemplate ~~power~~that ~~of all of~~ our ~~outstanding~~existing common stock. Aswill ofbe ~~February 10~~canceled, ~~2023~~released, ~~Joseph~~discharged M.and ~~Field~~extinguished, and our ~~Chairman~~stockholders ~~Emeritus~~will ~~and~~receive ~~one~~no ofdistribution ~~our~~as ~~directors,~~part ~~and~~of the ~~father of David J~~Restructuring. ~~Field,~~In ~~beneficially~~the ~~owned~~event ~~14,647,153 shares~~ of ~~our~~a ~~Class~~cancellation ~~A common stock and 1,295,949 shares~~ of our ~~Class B~~ common stock, ~~representing~~amounts ~~approximately~~invested ~~15.7%~~by ofsuch ~~the~~stockholders ~~total~~in ~~voting power of all of~~ our outstanding common stock~~. David~~ J.will ~~Field~~not ~~and~~be ~~Joseph M~~recoverable. ~~Field~~Consequently, ~~beneficially~~our ~~own~~currently ~~all~~ outstanding ~~shares of our Class B~~ common stock~~. Other~~ ~~members~~is ofexpected ~~the~~to ~~Field~~have ~~family~~no ~~and~~value ~~trusts~~at ~~for their benefit also own shares of our Class A common stock.~~

Our Class B common stock is entitled to ten votes per share when voted by David J. Field and Joseph M. Field, subject to certain limited exceptions when they are either limited to zero votes (i.e., the election of Class A Directors) or one vote (i.e., a going private transaction where David J. Field or Joseph M. Field participate). David J. Field and Joseph M. Field are able to significantly influence the vote on all matters submitted to a vote of shareholders. 18

~~Our~~the ~~Class A~~effective ~~common~~time ~~stock~~of ~~price~~the ~~and~~Plan. ~~trading~~Accordingly, ~~volume~~we ~~could~~urge that extreme caution be ~~volatile~~exercised with respect to existing and future investments in our equity securities and any of our other securities.

~~Our~~Risks ~~Class A common stock has been publicly traded on the New York Stock Exchange ("NYSE") since January 29, 1999. The market price~~ of ~~our Class A common stock and our~~ trading ~~volume~~in ~~have been subject to fluctuations since~~ the ~~date of our initial public offering. As a result,~~ Over-the-Counter ~~market price of our Class A common stock could experience volatility, regardless of our operating performance. Our stock is currently trading well below $1.00 per share.~~Market

On November 9, 2023, our Class A common stock was delisted from the NYSE. Our Class A common stock currently trades on the over-the-counter market (the "OTC") under the symbol “AUDAQ.” The ~~difficulties~~OTC ~~associated~~is ~~with~~significantly ~~any~~more ~~attempt~~limited tothan ~~gain~~the ~~control~~NYSE, ofand quotation on the OTC may result in a less liquid market available for existing and potential securityholders to trade in our ~~Company~~Class A common stock and could ~~adversely~~further ~~affect~~depress the trading price of our Class A common stock. Further, our current outstanding common stock is expected to have no value at the effective time of the Plan. Accordingly, we urge that extreme caution be exercised with respect to existing and future investments in our common stock and any of our other securities.

~~There~~Our ~~are~~Class ~~certain~~A ~~provisions~~common ~~contained~~stock inwill ~~our~~be ~~articles~~cancelled ~~of incorporation, by-laws~~ and ~~Pennsylvania~~our ~~law~~debtholders ~~that~~are ~~could~~expected ~~make it more difficult for a third party~~ to ~~acquire~~receive ~~control~~100% of ~~our Company. In addition, FCC approval is required for transfers of control of FCC licenses and assignments of FCC licenses. These restrictions and limitations could adversely affect~~ the ~~trading~~new ~~price~~equity ofissued ~~our~~in ~~Class A~~Reorganized ~~common stock~~Audacy.

IfThe weterms ~~are~~of ~~not~~the inPlan ~~compliance~~contemplate ~~with~~that our existing equity will be extinguished and our stockholders will receive no distribution as part of the ~~continued~~Restructuring. ~~listing~~The ~~standards~~debtholders are expected to receive 100% of the ~~New~~equity ~~York~~in ~~Stock~~Reorganized ~~Exchange,~~Audacy. The Plan also contemplates that an equity-based incentive compensation plan pursuant to which certain of our ~~common~~directors, ~~stock~~managers, ~~may~~officers and employees will be ~~delisted~~granted awards, ~~which~~will ~~could~~be ~~have~~adopted awithin ~~material~~120 ~~adverse~~days ~~effect~~following onthe effective date of the ~~liquidity~~Plan. Pursuant to the Plan, 10% of ~~our~~the common stock of Reorganized Audacy on a fully diluted basis issued and outstanding as of the effective date of the Plan will be reserved under the equity-based incentive compensation plan. Current Debtholders receiving a recovery under the Plan will be subject to dilution from issuances under the equity-based incentive compensation plan.

~~Our~~We ~~common~~may ~~stock~~terminate isour ~~listed on the New York Stock~~ Exchange ~~("NYSE").~~Act ~~On August 1~~reporting, ~~2022,~~if wepermitted ~~were~~by ~~notified~~applicable that we were not in compliance with the NYSE's continued listing requirements relating to the minimum average closing price per share of our common stock, because the average closing price of our common stock over a consecutive 30 trading-day period was below $1law.~~00 per share.~~

17Pursuant to the Plan, Reorganized Audacy does not intend to list the new common stock on the NYSE, NASDAQ or any other national securities exchange, or to be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of the Exchange Act, or similar statutory public reporting obligations. If at any time the new common stock is held by fewer than three hundred (300) holders of record, we will be permitted to cease to be a reporting company under the Exchange Act to the extent we are not otherwise required to continue to report pursuant to any contractual agreements, including with respect to any of our debt. If we were to cease filing reports under the Exchange Act, the information now available to our stockholders in the annual, quarterly and other reports we currently file with the SEC would not be available to them as a matter of right.

We have timely notified the NYSE of our intent to regain compliance with the minimum price condition within a six-month cure period provided by NYSE rules. We can regain compliance at any time within the cure period if, on the last trading day of any calendar month during the cure period, our common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. If we fail to regain compliance with the NYSE's minimum price condition by the end of the cure period, our common stock will be subject to the NYSE’s suspension and delisting procedures.

We have been unable to regain compliance with the NYSE listing standards within the six-month cure period provided by the NYSE rules. As such, the cure period was extended to the date of the next annual meeting of shareholders. Subject to receipt of shareholder approval at the Company’s annual meeting of shareholders to be held on May 24, 2023, the Company intends to implement a reverse stock split of its common stock, effective after the annual meeting, to regain compliance.

During this time, our common stock will continue to be listed on the NYSE, subject to our compliance with other NYSE continued listing requirements. However, there can be no assurance about our ability to regain compliance with the NYSE's minimum price condition within the applicable cure periods.

If our average global market capitalization over a consecutive 30 trading-day period falls below $50.0 million and, at the same time, our shareholders’ equity is less than $50.0 million, we will not be in compliance with the NYSE's continued listing financial criteria requirements. If the Company’s average global market capitalization over a consecutive 30 trading-day period drops below $15.0 million, the NYSE will promptly initiate suspension and delisting proceedings. Given our current market capitalization, there is no guarantee that we will be in compliance with these financial criteria requirements in future periods.

The reverse stock split that we intend to effect may not increase our stock price over the long-term.

The principal purpose of the reverse stock split is to increase the per share market price of our common stock. It cannot be assured, however, that the reverse stock split will accomplish the objective of increasing the per share market price of our common stock for any meaningful period of time. While it is expected that the reduction in the number of outstanding shares of our common stock will proportionally increase the market price of our common stock, it cannot be assured that the reverse stock split will increase the market price of our common stock by a multiple of the reverse stock split ratio, as determined by our board of directors, or result in any permanent or sustained increase in the market price of our common stock, which is dependent upon many factors, including our business and financial performance, general market conditions and prospects for future success. Therefore, while price of our common stock might meet the continued listing requirements for the NYSE initially, it cannot be assured that it will continue to do so.

The reverse stock split may decrease the liquidity of our common stock.

The anticipated increase in the market price of our common stock could encourage interest in our common stock and possibly promote greater liquidity for our stockholders, however, such liquidity could also be adversely affected by the reduced number of shares outstanding after the reverse stock split. The reduction in the number of outstanding shares may lead to reduced trading and a smaller number of market makers for our common stock.

The reverse stock split may lead to a decrease in our overall market capitalization.

Should the market price of our common stock decline after the reverse stock split, the percentage decline may be greater, due to the smaller number of shares outstanding, than it would have been prior to the reverse stock split. A reverse stock split may be viewed negatively by the market and, consequently, can lead to a decrease in our market capitalization. If the per share market price does not increase in proportion to the reverse stock split ratio, then the value of our Company, as measured by its stock capitalization, will be reduced. In some cases, the per share stock price of companies that have effected reverse stock splits subsequently declined back to pre-reverse split levels, and accordingly, it cannot be assured that the total market value of our common stock will remain the same after the reverse stock split is effected, or that the reverse stock split will not have an adverse effect on the stock price of our common stock due to the reduced number of shares outstanding after the Reverse Stock Split. If our average global market capitalization over a consecutive 30 trading-day period falls below $50.0 million and, at the same time, our shareholders’ equity is less than $50.0 million, we will not be in compliance with the NYSE's continued listing financial criteria requirements. If the Company’s average global market capitalization over a consecutive 30 trading-day period drops below $15.0 million, the NYSE will promptly initiate suspension and delisting proceedings. There is no guarantee that we will be in compliance with these financial criteria requirements in future periods.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

18ITEM 1C. CYBERSECURITY

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF"). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, strategic, operational, and financial risk areas.

Key elements of our cybersecurity risk management program include, but are not limited to the following:

•risk assessments designed to help identify material cybersecurity risks to our critical systems and information;

•a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, and (3) our response to cybersecurity incidents;

•the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes;

•cybersecurity awareness training of our employees;

•a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

•a third-party risk management process for service providers, suppliers, and vendors, based on their risk profile.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. We face certain ongoing risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors—Cybersecurity threats could have a material adverse effect on our business” in Part I, Item 1A.

Cybersecurity Governance

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated oversight of cybersecurity and other information technology risks to our Audit Committee. The Audit Committee oversees management’s implementation of our cybersecurity risk management program.

The Audit Committee receives regular reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program. Board members receive presentations on cybersecurity topics from our Chief Information Security Officer (CISO), internal security staff or external experts as part of the Board’s continuing education on topics that impact public companies.

Our management team, including our CISO, Chief Operating Officer (COO), Chief Financial Officer (CFO), Chief Technology Officer (CTO) and General Counsel (GC), is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s experience includes knowledge related to cybersecurity and incident response, risk management, control analysis and corporate governance. Specifically, our CISO has over 23 years of cybersecurity experience and an advanced degree in information security and our information security team members have relevant cyber certifications and are trained in our key security solutions.

Our management team stays informed about and monitors efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

ITEM 2. PROPERTIES

The types of properties required to support each of our radio stations include offices, studios and transmitter/antenna sites. We lease most of these sites. A station’s studios are generally housed with its offices in business districts. Our studio and office space leases typically contain lease terms with expiration dates of 5 to 15 years, which may contain options to renew. Our transmitter/antenna sites, which may include an auxiliary transmitter/antenna as a back-up to the main site, contain lease terms that generally range from 5 to 30 years, which includes options to renew.

The transmitter/antenna site for each station is generally located so as to provide maximum market coverage. In general, we do not anticipate difficulties in renewing facility or transmitter/antenna site leases or in leasing additional space or sites if required.

As of December 31, ~~2022~~2023, we had approximately $~~280~~284.02 million in future minimum rental commitments under these leases. Many of these leases contain clauses such as defined contractual increases or cost of living adjustments.

Our principal executive office is located at 2400 Market Street, 4th Floor, Philadelphia, Pennsylvania 19103, in 67,031 square feet of leased office space, of which approximately half of the space is dedicated to principal executive offices. While the initial term of this lease expires on July 31, 2034, the lease provides for two optional renewal periods.

ITEM 3. LEGAL PROCEEDINGS

WeThe ~~currently~~Debtors ~~and~~filing ~~from~~of ~~time~~the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under their Prepetition Debt Instruments. Due to ~~time~~the ~~are~~Chapter ~~involved~~11 inCases, ~~litigation~~however, ~~incidental~~the prepetition debtholders’ ability to exercise remedies under the ~~conduct~~Prepetition Debt Instruments was stayed as of ~~our~~the ~~business.~~Petition ~~Refer~~Date, and continues to be stayed. See "Business—Current Bankruptcy Proceedings” in Part I, Item 1A ~~Risk~~and ~~Factors~~"Management’s Discussion and Analysis of Financial Condition and Results of Operations—Current Bankruptcy Proceedings” in Part II, ~~above~~Item 7, for additional ~~discussion~~information onabout ~~ongoing~~the ~~legal~~Chapter ~~proceedings~~11 Cases. ~~Management~~ ~~anticipates~~See ~~that~~"Management’s ~~any~~Discussion ~~potential~~and ~~liability~~Analysis of ~~ours~~Financial ~~that~~Condition ~~may~~and ~~arise~~Results ~~out~~ of, orOperations—Prepetition ~~with~~Debt ~~respect~~(Historical)” toin ~~these~~Part ~~matters~~II, ~~will~~Item ~~not~~7 ~~materially~~and ~~adversely~~Note ~~affect~~10, ~~our~~Long-Term ~~business,~~Debt ~~financial~~for ~~position,~~more ~~results~~information ofabout ~~operations~~the orPrepetition ~~cash~~Debt ~~flows~~Instruments.

We currently, and from time to time, are involved in litigation incidental to the conduct of our business. Refer to Item 1A "Risk Factors," above for additional discussion on ongoing legal proceedings. Management anticipates that any potential liability of ours that may arise out of, or with respect to these matters, will not materially adversely affect our business, financial position, results of operations or cash flows.

Music Licensing

The Radio Music Licensing Committee (the “RMLC”), of which we are a represented participant: (i) has negotiated and entered into, on behalf of participating members, an Interim License Agreement with the American Society of Composers, Authors and Publishers ("ASCAP") effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five (5) year period commencing on January 1, 2022 and concluding on December 31, 2026; (ii) is negotiating and will enter into, on behalf of participating members, an Interim License Agreement with Broadcast Music, Inc. (“BMI”); and (iii) entered into an industry-wide settlement with SESAC, Inc. ("SESAC") resulting in a new license made available to RMLC members, which license is effective retroactively to January 1, 2019 and expired December 31, 2022.

Effective ~~as of~~ January 1, 2021, we entered into a direct license agreement with Global Music Rights, LLC. ~~The~~ ~~Company~~We also ~~maintains~~maintain direct licenses with ASCAP, BMI, and SESAC for ~~the~~our ~~company’s~~ non-broadcast, non-interactive, internet-only services, which ~~direct licenses with ASCAP, BMI, and SESAC~~ are separate from the industry-wide licenses made available through the RMLC.

The United States Copyright Royalty Board ("CRB") held virtual hearings in August 2020 to determine royalty rates for the public digital performance of sound recordings on the Internet ("Webcasting") under federal statutory licenses for the 2021-2025 royalty period ~~(the "Web V Proceedings")~~. On June 13, 2021, the CRB announced that the Webcasting royalty rates for 2021 would be increasing to $0.0026 per performance for subscription services and $0.0021 per performance for non-subscription services, in addition to an increased minimum annual fee of $1,000 per each channel or station. All fees are subject to annual cost-of-living increases throughout the 2021-2025 fee period.

~~ITEM 4. MINE~~See ~~SAFETY~~Note ~~DISCLOSURE~~21, Contingencies and Commitments for additional information.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2021

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information for Our Common Stock

~~Our~~On June 30, 2023, we effected a one-for-thirty reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of Class A and Class B common stock, par value $0.01 ~~par~~per ~~value,~~share ~~has~~(“Common ~~been~~Stock”). ~~traded~~As ona ~~the~~result ~~New~~of ~~York~~the Reverse Stock ~~Exchange~~Split ~~under~~every ~~the~~thirty ~~symbol~~(30) ~~“AUD”~~shares ~~since~~of ~~April~~Common 9,Stock ~~2021. In~~issued ~~2021,~~and weoutstanding ~~changed~~were ~~the~~automatically ~~name~~combined ofinto ~~our~~one ~~company~~(1) ~~from~~share ~~Entercom~~of ~~Communications~~issued ~~Corp.~~and tooutstanding ~~Audacy~~Common Stock, ~~Inc. Our~~without ~~Class~~any Achange ~~common~~in ~~stock~~the ~~was~~par ~~previously~~value ~~traded~~per ~~under~~share. ~~the~~All ~~symbol~~information ~~"ETM"~~related ~~from~~to ~~January~~Common 28Stock, ~~1999~~stock tooptions, ~~April~~restricted 8stock units, ~~2021. There~~warrants isand noearnings ~~established~~per ~~trading~~share ~~market~~have ~~for~~been ~~our~~retroactively ~~Class B~~adjusted ~~common~~to ~~stock,~~give ~~$0.01~~effect ~~par~~to ~~value~~the Reverse Stock Split for all periods presented.

Our Class A common stock, $0.01 par value, trades on the OTC under the symbol "AUDAQ." Our Class A common stock previously traded on the NYSE under the symbol "AUD" until May 16, 2023, when the stock was suspended from trading. On November 10, 2023 our stock was delisted from the NYSE after the NYSE filed Form 25 relating to the delisting of our Class A common stock with the SEC. There is no established trading market for our Class B common stock, $0.01 par value.

On the effective date of the Plan, our outstanding common stock will be canceled, released, discharged and extinguished and Reorganized Audacy will issue the new common stock and warrants to purchase the new common stock, which will be distributed to the Consenting Lenders as further described in Item 7 “Management’s Discussion and Analysis of Financial Conditions and Results of Operations.” Under the Plan, Reorganized Audacy does not intend to list the new common stock on the NYSE, NASDAQ or any other national securities exchange, or be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of the Exchange Act, or similar statutory public reporting obligations, to the extent permitted by applicable law.

Holders

As of February 101, ~~2023~~2024, there were approximately ~~487~~ 415 shareholders of record of our Class A common stock. Based upon available information, we believe we have approximately 1810,000 beneficial owners of our Class A common stock. There are two shareholders of record of our Class B common stock, $0.01 par value, and no shareholders of record of our Class C common stock, $0.01 par value.

Dividends

We presently do not pay a dividend. Any future dividends will be at the discretion of the Board based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the ~~Credit~~Plan ~~Facility,~~and ~~the~~under ~~2027~~any ~~Notes~~credit ~~and~~agreements we enter into in connection with our emergence from protection under the ~~2029~~Bankruptcy ~~Notes~~Code.

For a summary of restrictions on our ability to pay dividends, see Liquidity under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1210, Long-Term Debt, in the accompanying notes to our audited consolidated financial statements.

Sales of Unregistered Securities

WeOn ~~did~~October ~~not~~5, ~~sell~~2023, ~~any~~we ~~equity~~issued ~~securities~~8,333 ~~during~~shares ~~2022 that~~of Class A common stock valued at $0.42 per share, for an aggregate value of approximately $3,500 to a programming content provider in satisfaction of an obligation to issue warrants pursuant to the terms of a previously established agreement. The shares were not registered under the Securities Act and we did not receive any proceeds from such issuance.

The securities described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act, for transactions by an issuer not involving a public offering. The programming content provider confirmed that it was an accredited investor and acknowledged that the securities were acquired for its own account and not with a view toward, or for offer or sale in connection with, any distribution of such securities in any manner that would violate the Securities Act.

Repurchases of Our Stock

The following table provides information on our repurchases (or deemed repurchases) of stock during the quarter ended December 31, 2023:

Period (1) (2)	Total Number ofSharesPurchased	AveragePricePaid perShare		TotalNumberof SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms	MaximumApproximateDollarValue ofShares thatMay Yet BePurchasedUnder thePlans orPrograms (2)
Period	Total Number ofSharesPurchased	AveragePricePaid perShare		TotalNumberof SharesPurchasedas Part ofPubliclyAnnouncedPlans orPrograms	MaximumApproximateDollarValue ofShares thatMay Yet BePurchasedUnder thePlans orPrograms (1)
October 1, 2022 - October 31, 2022 (1)	47,695	$	0.35	—	$	41,578,230
October 1, 2023 - October 31, 2023(2)	236	$	0.42	—	$	41,578,230
November 1, 2022 - November 30, 2022	—	$	—	—	$	41,578,230
November 1, 2023 - November 30, 2023	—	$	—	—	$	41,578,230
December 1, 2022 - December 31, 2022 (1)	5,528	$	0.23	—	$	41,578,230
December 1, 2023 - December 31, 2023	—	$	—	—	$	41,578,230
Total	~~53,223~~236			—

(1)WeOn ~~withheld~~November 2, ~~shares~~2017, ~~upon~~our Board announced a share repurchase program (the ~~vesting~~“2017 ofShare ~~RSUs~~Repurchase inProgram”) ~~order~~to permit us to ~~satisfy~~purchase ~~employees’~~up ~~tax~~to ~~obligations~~$100.0 million Asof aour ~~result,~~issued weand ~~are~~outstanding ~~deemed~~shares toof ~~have~~Class ~~purchased~~A ~~47,695~~common ~~shares~~stock ~~and~~through 5open market purchases. In connection with the 2017 Share Repurchase Program,~~528~~ we did not repurchase any shares atduring anthe ~~average~~three ~~price~~months ended December 31, 2023. As of December 31, 2023, $041.356 ~~and~~million $0is available for future share repurchases under the 2017 Share Repurchase Program.23 inAny ~~October~~repurchases ~~2022~~under ~~and~~the ~~December~~2017 ~~2022,~~Share ~~respectively~~Repurchase Program is subject to the Company's DIP Facility (as defined below).

(2)OnWe ~~November 2,~~withheld ~~2017,~~shares ~~our~~upon ~~Board announced a share repurchase program (~~the ~~“2017~~vesting ~~Share~~of ~~Repurchase~~RSUs ~~Program”)~~in toorder ~~permit us~~ to ~~purchase~~satisfy upemployees’ totax ~~$100~~obligations.~~0 million~~ ofAs ~~our~~a ~~issued and outstanding shares of Class A common stock through open market purchases. In connection with the 2017 Share Repurchase Program~~result, we ~~did~~are ~~not~~deemed ~~repurchase~~to ~~any~~have ~~shares~~purchased ~~during~~236 ~~the~~shares ~~three~~at ~~months~~an ~~ended~~average ~~December~~price ~~31, 2022. As~~ of ~~December 31, 2022,~~ $410.642 ~~million~~in isOctober ~~available for future share repurchases under the 2017 Share Repurchase Program~~2023.

Equity Compensation Plan Information

The following table sets forth, as of December 31, ~~2022~~2023, the number of securities outstanding upon the exercise of outstanding options or settlement of restricted stock units under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:

Equity Compensation Plans Information as of December 31, 2022
Equity Compensation Plans Information as of December 31, 2023
	(a)	(b)		(c)
Plan Category	Number ~~OfShares~~Of Shares To ~~BeIssued~~Be ~~UponExercise~~Issued Upon Exercise OfOutstandingOptions, WarrantsAnd Rights	~~WeightedAverageExercisePrice~~Weighted ~~OfOutstandingOptions~~AverageExercise Price OfOutstanding Options,~~WarrantsAnd~~Warrants And Rights		Number ~~OfSecuritiesRemainingAvailable~~OfSecurities ~~ForFuture~~RemainingAvailable ~~IssuanceUnder~~For ~~EquityCompensationPlans~~Future Issuance Under EquityCompensation Plans (~~ExcludingColumn~~Excluding Column (a))
	(amounts in thousands)
Equity Compensation Plans Approved by Shareholders:
Audacy 2022 Equity Compensation Plan	—	—		9,833	1
Audacy 2022 Equity Compensation Plan (1)(2)	—	—		151
Audacy Equity Compensation Plan	609	$	11.33	—
Audacy Equity Compensation Plan (3)	15	$	320.55	—
Audacy Acquisition Equity Compensation Plan	—	—		—
Total	15			151
Total	609			9,833

~~For~~(1)As aof ~~description~~December 31, 2023, (i) the maximum number of shares authorized under the Audacy 2022 Equity Compensation Plan after adjusting for the June 30, ~~refer~~2023 toreverse ~~Note~~stock 17split was 391,667 ~~Share-Based~~shares; ~~Compensation~~and (ii) 150,531 inshares ~~the~~remained ~~accompanying~~available ~~notes~~for tofuture ~~our~~grant ~~audited~~under ~~consolidated~~the ~~financial~~Audacy ~~statements~~2022 Equity Compensation Plan.

1 (2)As of December 31, ~~2022:~~2023, ~~(i)~~ the ~~maximum~~ number of ~~shares~~outstanding ~~authorized~~restricted ~~under~~stock ~~the~~units ~~Plan~~were ~~was 11~~272,413.~~75 million shares; and (ii) 9.8 million shares remained available for future grant under the Plan.~~

22(3)As of December 31, 2023, the number of outstanding and exercisable options were 15,180. The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting and settlement of outstanding restricted stock units, which have no exercise price.

~~The~~For ~~following~~a ~~Comparative~~description ~~Stock~~of ~~Performance~~the ~~Graph~~Audacy ~~shall~~2022 ~~not~~Equity beCompensation ~~deemed~~Plan, ~~incorporated~~refer byto ~~reference~~Note by15, ~~any general statement incorporating by reference this Form 10~~Share-KBased ~~into~~Compensation, ~~any~~in ~~filing under~~ the ~~Securities~~accompanying ~~Act~~notes ~~or the Exchange Act, except~~ to ~~the~~our ~~extent~~audited ~~that~~consolidated wefinancial ~~specifically incorporate this information by reference~~statements. ~~This Comparative Stock Performance Graph is being furnished with this Form 10-K and shall not otherwise be deemed filed under such acts.~~

The following line graph compares the cumulative five-year total return provided to shareholders of our Class A common stock relative to the cumulative total returns of: (i) the S&P 500 index; and (ii) a peer group index consisting of Urban One, Inc. ("Urban One"), Beasley Broadcast Group, Inc. ("Beasley"), Saga Communications, Inc. ("Saga"), iHeartMedia, Inc. ("iHeart"), and Cumulus Media Inc. ("Cumulus") collectively, (the “Peer Group”). An investment of $100 (with reinvestment of all dividends) is assumed to have been made on December 31, 2017.

Cumulative Five-Year Return Index Of A $100 Investment

	12/17	12/18	12/19	12/20	12/21	12/22
Audacy, Inc.	100.00	55.40	46.84	25.18	26.20	2.30
S&P 500	100.00	95.62	125.72	148.85	191.58	156.89
Peer Group	100.00	58.34	67.04	51.98	75.28	29.28

ITEM 6. Reserved

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Management's discussion and analysis ("MD&A") of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related footnotes contained in Item 15 of this Annual Report on Form 10-K, as well as the information set forth in Part I, Item 1A, "Risk Factors."

The MD&A, as well as various other sections of ~~the~~this Annual Report on Form 10-K, contains and refers to statements that constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. For more information, refer to the "Note Regarding Forward-Looking Statements"."

Reverse Stock Split

On June 30, 2023, we effected a one-for-thirty reverse stock split of our issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split every thirty (30) shares of Common Stock issued and outstanding were automatically combined into one (1) share of issued and outstanding Common Stock, without any change in the par value per share. All information related to Common Stock, stock options, restricted stock units, warrants and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented.

NYSE Delisting

On May 16, 2023, our Class A common stock was suspended from trading on the NYSE. On November 9, 2023, our Class A common stock was delisted from the NYSE. Our Class A common stock currently trades on the OTC market under the symbol “AUDAQ.” See “Risk Factors—Risks Associated with our Capital Stock” in Part I, Item 1A and “Market For Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities” in Part II, Item 5, for additional information.

Current Bankruptcy Proceedings

On February 20, 2024, the Bankruptcy Court entered an order confirming the Plan and the Disclosure Statement in connection with the Chapter 11 Cases previously filed by the Debtors on the Petition Date. The Chapter 11 Cases are being administered under the caption In re: Audacy, Inc., et. al, Case No. 24-90004 (CML).

The Plan was supported by the Restructuring Support Agreement with a supermajority of Consenting Lenders, under which the Consenting Lenders agreed to, among other things, vote in favor of the Plan. Those holders of claims entitled to vote on the Plan who cast ballots unanimously voted in favor of the Plan. Specifically, 100% of voting holders of first lien claims (representing approximately 89.5% of the outstanding principal amount of Audacy’s first lien loans) voted in favor of the Plan, and 100% of voting holders of second lien notes claims (representing approximately 85.1% of the outstanding principal amount of Audacy’s second lien notes) voted in favor of the Plan.

The Plan contemplates the implementation of the Restructuring that will equitize approximately $1.6 billion of the Debtors’ funded debt, a reduction of approximately 80% from approximately $1.9 billion to approximately $350 million. Pursuant to the Plan, among other things:

•Our existing equity will be extinguished, without value, and be of no further force or effect;

•Holders of claims under the Prepetition Debt Instruments, including those who provided debtor-in-possession financing during the Chapter 11 Cases and elected to have their debtor-in-possession financing loans convert to loans under the Exit Credit Facility, are expected to receive 100% of the new equity issued in Reorganized Audacy in the form of new Class A common stock, new Class B common stock and/or special warrants (subject to dilution from issuances under a management incentive plan and the New Second Lien Warrants) as follows:

•holders of debtor-in-possession claims that elected to have their debtor-in-possession financing loans convert to loans under the Exit Credit Facility will receive their pro rata share of 10% of such new equity;

•holders of first lien claims will receive their pro rata share of 75% of such new equity; and

•holders of second lien claims will receive their pro rata share of (i) 15% of such new equity and (ii) the New Second Lien Warrants. Holders of general unsecured claims, which may include our employees, on-air talent, landlords, vendors, and customers, will be unimpaired and will be paid in the ordinary course of business.

The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the FCC for the emergence of the Debtors from Chapter 11 protection and their expected ownership. We currently anticipate the Plan will become effective and we will emerge from Chapter 11 by the end of the third quarter of 2024.

The Debtors continue to operate their business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as debtors-in-possession, we are authorized to conduct our business activities in the ordinary course. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under the Prepetition Debt Instruments. Due to the Chapter 11 Cases, however, the prepetition debtholders’ ability to exercise remedies under the Prepetition Debt Instruments was stayed as of the Petition Date, and continues to be stayed.

Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of our claims and noticing agent at https://dm.epiq11.com/Audacy. Such information is not part of this Annual Report on Form 10-K or any other report we file with, or furnish to, the SEC. See “Business—Current Bankruptcy Proceedings” in Part I, Item 1, “Risk Factors—Risks Related to the Restructuring” in Part I, Item 1A, “—Liquidity After Filing the Chapter 11 Cases” in this Part II, Item 7, and Note 1, Basis of Presentation, for additional information about the Plan and the Chapter 11 Cases.

Our Business

~~Audacy~~We isare a leading, scaled, multi-platform audio content and entertainment company. As a leading creator of live, original, local, premium audio content in the United States and the nation's leader in local sports radio and news, we are home to one of the nation's most influential collection of podcasts, digital and broadcast content, and premium live events. Through our multi-channel platform, we engage our consumers each month with highly immersive content and experiences. Available in every U.S. market, we deliver compelling live and on-demand content and experiences from voices and influencers our communities trust. Our robust portfolio of assets and integrated solutions ~~help~~helps advertisers take advantage of the burgeoning audio ~~opportunity~~content opportunities through targeted reach and conversion, brand amplification and local activation - all at a national scale.

We are home to seven of the eight most listened to all-news stations in the U.S., asand ~~well~~are asthe broadcast partner of more than 40 professional sports teams and dozens of top college athletic programs. As one of the country’s two largest radio broadcasters, we offer local and national advertisers integrated marketing solutions across our broadcast, digital, podcast and event platform, delivering the power of local connection on a national scale. Our nationwide ~~footprint of~~ radio ~~stations~~station footprint includes positions in all of the top 15 markets and 2120 of the top 25 markets in the U.S. We were organized in 1968 as a Pennsylvania corporation.

Our results are based upon our aggregate performance. The following are some of the factors that impact our performance at any given time: (i) audience ratings; (ii) program content; (iii) management talent and expertise; (iv) sales talent and expertise; (v) audience characteristics; (vi) signal strength; and (vii) the number and characteristics of other radio stations, digital competitors and other advertising media in the market area.

As opportunities arise, we may, on a selective basis, change or modify a station’s format or digital content due to changes in listeners’ tastes or changes in a competitor’s format or content. This could have an initial negative impact on ratings and/or revenues, and there are no guarantees that the modification or change will be beneficial at some future time. Our management is continually focused on these opportunities as well as the associated risks and uncertainties. We strive to develop compelling content and strong brand images to maximize audience ratings that are crucial to our stations’ financial success.

WeThe ~~derive~~primary source of revenue for our ~~revenues~~radio ~~primarily~~stations ~~from~~is the sale of ~~broadcasting~~advertising time to local, regional and national advertisers and national network advertisers who purchase spot commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. ~~Our~~A station's local sales staff generates the majority of ~~our~~its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. We retain a national representation firm to sell to advertisers outside of our local markets.

In the radio broadcasting industry, seasonal revenue fluctuations are common and are due primarily to variations in advertising expenditures by local and national advertisers. Typically, revenues are lowest in the first calendar quarter of the year.

In 2022, we generated the majority of our net revenues from local advertising, which is sold primarily by each individual local radio station’s sales staff. The next largest amount of revenues is derived from national advertising, which is sold by an independent national representation firm. This includes, but is not limited to, the sale of advertising during audio streaming of our radio stations over the Internet and the sale of advertising on our stations’ websites. The next largest amount of revenues was from our suite of digital products. Digital revenues include: (i) providing targeted advertising through the sale of streaming and display advertisements on our national platform, audacy.com and our station websites; (ii) the sale of embedded advertisements in our owned and operated podcasts and other on-demand content; and (iii) production fees for the creation of podcasts.

We generated the balance of our 2022 revenues principally from network compensation, sponsorships and event revenues, and other revenues. Network revenues include the sale of air-time on our Audacy Network. Sponsorships and event revenues include the sale of advertising space at live and local events across the country as well as naming rights to our programs and studios. Other revenues include on-site promotions and endorsements from talent as well as trade and barter revenues.

Our most significant operating expenses are employee compensation, programming and promotional expenses, and audience measurement services. Other significant expenses that impact our profitability are interest and depreciation and amortization expense.

The year 2022 as compared to the year 2021

The following significant factors affected our results of operations for 2022 as compared to 2021:

Current Macroeconomic Conditions and the COVID-19 Pandemic

In December 2019, a novel strain of coronavirus ("COVID-19") surfaced which resulted in an outbreak of infections throughout the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has had a material impact on the Company and current macroeconomic conditions have slowed our recovery. The current macroeconomic conditions continue to have a material impact on the Company and its recovery. While the full impact of these current macroeconomic conditions 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 advertiser demand.

Net revenues in each month from January 2022 to June 2022 exceeded net revenues in each month from January 2021 to June 2021. While we experienced sequential growth in net revenues month-over-month through June 2022, the pace of such growth began to slow down in June 2022. Due to the current macroeconomic conditions, the month-over-month improvement in net revenues did not continue into the third and fourth quarters of 2022.

We are currently unable to predict the extent of the impact that the current macroeconomic conditions will have on our financial condition, results of operations and cash flows in future periods due to numerous uncertainties, but we believe the impact could be material if conditions persist.

The extent to which the current macroeconomic conditions impact 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.

WideOrbit Streaming Acquisition

On October 20, 2021, we completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"). We operate WideOrbit Streaming under the name AmperWave ("AmperWave"). We funded this acquisition through a draw on our revolving credit facility (the "Revolver"). Our consolidated financial statements for the year ended December 31, 2022 reflect the results of AmperWave and based upon the timing of the WideOrbit Streaming Acquisition, the Company's consolidated financial statements for the year ended December 31, 2021 reflect the results of AmperWave for the portion of the period after the completion of the acquisition. The Company's consolidated financial statements for the year ended December 31, 2020 do not reflect the results of AmperWave.

Urban One Exchange

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

~~statements~~In ~~for~~2023, we generated the ~~year~~majority ~~ended~~of ~~December 31~~our net revenues from local advertising, ~~2020:~~which ~~(a)~~is ~~reflect~~sold ~~the~~primarily ~~results~~by each individual local radio station’s sales staff. The next largest amount of revenues was derived from national advertising, which is sold by an independent national representation firm. This includes, but is not limited to, the ~~acquired~~sale of advertising during audio streaming of our radio stations ~~for~~over the ~~portion~~Internet ofand the ~~period~~sale inof ~~which~~advertising ~~the~~on ~~LMAs~~our ~~were~~stations’ inwebsites. ~~effect;~~The ~~and~~next largest amount of revenues was from our suite of digital products. Digital revenues include: (bi) ~~reflect~~providing targeted advertising through the ~~results~~sale of ~~the~~streaming ~~divested~~and ~~stations~~display ~~until~~advertisements on our national platform, audacy.com, the ~~commencement~~Audacy® ~~date~~app, and our station websites; (ii) the sale of embedded advertisements in our owned and operated podcasts and other on-demand content; and (iii) production fees for the ~~LMAs~~creation of podcasts.

~~Podcorn~~We ~~Acquisition~~generated the balance of our 2023 revenues principally from network compensation, sponsorships and event revenues, and other revenues. Network revenues include the sale of air-time on our Audacy Audio Network. Sponsorships and event revenues include the sale of advertising space at live and local events across the country as well as naming rights to our programs and studios. Other revenues include on-site promotions and endorsements from talent as well as trade and barter revenues.

InOur ~~March~~most ~~2021,~~significant weoperating ~~completed~~expenses anare ~~acquisition~~employee ~~of podcast influencers marketplace~~compensation, ~~Podcorn~~programming ~~Media, Inc. ("Podcorn") for $14.6 million in cash plus working capital~~ and apromotional performance-based earn out which is based upon the achievement of certain annual performance benchmarks over a two year period (the "Podcorn Acquisition"). Our consolidated financial statements for the year ended December 31expenses, ~~2022 reflect the results of Podcorn~~ and ~~our~~audience ~~consolidated~~measurement ~~financial statements for the year ended December 31, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition~~services. ~~Our~~ ~~consolidated~~Other ~~financial~~significant ~~statements~~expenses ~~for~~that ~~the~~impact ~~years~~our ~~ended~~profitability ~~December 31,~~are ~~2020 do~~interest ~~not~~and ~~reflect~~depreciation ~~the~~and ~~results~~amortization ~~of Podcorn~~expense.

~~Note~~Results ~~Issuance~~Of ~~- The 2027 Notes~~Operations

~~During~~The ~~the~~Year ~~second~~2023 ~~quarter~~as ofcompared 2019, we issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. We used net proceeds of the offering, along with cash on hand of $89.0 million under our Revolver to ~~repay $425.0 million of existing indebtedness under our term loan outstanding at that time (~~the ~~"Term~~Year B-1 Loan"). Increases in our interest expense due to the issuance of the Initial 2027 Notes, which have a higher interest rate, were partially offset by reductions in our interest expense due to the partial repayment of our Term B-1 Loan. In connection with this note issuance: (i) we wrote off $1.6 million of unamortized debt issuance costs and $0.2 million of unamortized premium to loss on extinguishment of debt; (ii) we incurred third party costs and lender fees of approximately $5.8 million, of which approximately $3.9 million was capitalized and approximately $1.9 million was captured as other expenses related to financing.2022

~~During~~The ~~the~~following ~~fourth~~significant ~~quarter~~factors ofaffected 2019, we issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). We used net proceeds of the offering to repay $97.6 million of existing indebtedness under our ~~Term~~results ~~B-1 Loan. Contemporaneous with this partial pay-down~~ of ~~the~~operations ~~Term~~for ~~B-1~~2023 ~~Loan,~~as wecompared ~~replaced the remaining amount outstanding under the Term B-1 Loan with a Term B-2 loan (the "Term B-2 Loan"). Increases in our interest expense due~~ to the issuance of the Additional Notes, which have a higher interest rate, were partially offset by reductions in our interest expense due to the partial repayment of our Term B-1 Loan and the lower borrowing rate on the Term B-2 Loan. In connection with this note issuance2022: (i) we wrote off $0.3 million of unamortized debt issuance costs to loss on extinguishment of debt; and (ii) incurred third party costs and lender fees of approximately $6.3 million, of which approximately $3.8 million was capitalized and approximately $2.5 million was captured as refinancing expenses.

~~During~~•Our ~~the~~2023 ~~fourth~~Net ~~quarter~~loss ofwas ~~2021, we issued~~ $451,136.09 million, ofan ~~additional~~increase 6.500% senior secured second-lien notes due 2027 (the "Additional 2027 Notes"). The Additional 2027 Notes are treated as a single series with the Initial 2027 Notes and the Additional Notes. We used net proceeds of ~~the~~708% ~~Additional~~compared ~~2027 Notes offering~~ to ~~repay $44~~2022.6 ~~million~~This ofincrease ~~existing~~was ~~indebtedness~~primarily ~~under~~driven ~~the~~by ~~Term~~impairment ~~B-2~~loss ~~Loan. Increases~~(net ~~in our interest expense occurred due to the issuance~~ of ~~the Additional 2027 Notes which have a higher interest rate than the Term B-2 Loan. In connection with this note issuance: (i~~tax) ~~we incurred third party costs~~ of ~~approximately~~ $1945.16 million, ofrelated ~~which~~to ~~approximately~~our ~~$0.8~~broadcasting ~~million was capitalized and approximately $0~~licenses.4 ~~million was captured as refinancing expenses.~~

~~Note~~•Our ~~Issuance~~2023 -consolidated ~~The~~operating ~~2029~~expense ~~Notes~~was $2,517.4 million, an increase of 90% as compared to 2022 operating expense. This increase was primarily driven by the $1,289.5 million of impairment losses recorded in connection with our broadcasting licenses.

~~During~~•Our ~~the~~2023 ~~first~~consolidated ~~quarter~~revenue ofwas ~~2021, we issued~~ $~~540~~1,168.09 million ~~in aggregate principal amount of senior secured second-lien notes due March 31~~, ~~2029~~a ~~(the~~decrease ~~"2029 Notes").~~of ~~Interest~~7% onas ~~the~~compared ~~2029~~to ~~Notes~~2022 ~~accrues~~revenue atprimarily ~~the~~due ~~rate~~to ofmacroeconomic ~~6.750%~~conditions ~~per~~leading ~~annum~~to ~~and~~decreases ~~is payable semi-annually~~ in ~~arrears~~spot ~~on March 31~~ and ~~September~~network ~~30 of each year~~revenues.

•We used ~~net~~$65.2 ~~proceeds~~million of ~~the offering~~cash, ~~along~~cash ~~with~~equivalents ~~cash~~and onrestricted ~~hand,~~cash to: ~~(i)~~fund ~~repay $77.0 million of existing indebtedness under~~ our ~~Term~~operations ~~B-2~~in ~~Loan;~~2023 ~~(ii)~~compared ~~repay~~to $~~40.~~0.5 million of ~~drawings~~cash ~~under~~provided ~~our~~by ~~Revolver;~~operations ~~and~~in ~~(iii)~~2022. ~~fully~~We ~~redeem~~incurred ~~all~~significant ofadditional ~~our~~corporate ~~$400.0~~and ~~million~~general ~~aggregate~~expenses ~~principal~~in ~~amount~~2023 ofrelated ~~7.250%~~to ~~senior~~the ~~notes~~management ~~due~~of ~~2024~~our ~~(the~~ongoing ~~"Senior~~debt ~~Notes")~~restructuring ~~and~~actions which subsequently led to ~~pay~~our ~~fees~~filing ~~and~~for ~~expenses~~Chapter in11 ~~connection~~Bankruptcy ~~with~~protection ~~the~~in ~~redemption~~January 2024.

In•Our ~~connection~~liquidity ~~with~~in ~~this~~2023 ~~activity,~~was ~~during~~affected ~~the~~by ~~first~~our ~~quarter~~Going ofConcern ~~2021,~~status ~~we:~~and ~~(i)~~difficult ~~recorded~~macroeconomic $6conditions.6 ~~million~~Our ofliquidity ~~new~~at ~~debt~~December ~~issuance~~31, ~~costs~~2023 ~~attributable~~was limited to ~~the~~our ~~2029~~cash ~~Notes which will be amortized over the term of the 2029 Notes under the effective interest method;~~ and ~~(ii)~~cash ~~$0.4~~equivalents ~~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~~ $069.57 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.


	YEARS ENDED DECEMBER 31,
	2023		2022		% Change
	(dollars in millions)
NET REVENUES	$	1,168.9	$	1,253.7	(7)	%
OPERATING EXPENSE:
Station operating expenses	1,014.1		1,030.5		(2)	%
Depreciation and amortization expense	73.9		65.8		12	%
Corporate general and administrative expenses	135.5		96.4		41	%

Restructuring charges	15.0		10.0		50	%
Impairment loss	1,305.1		180.5		623	%
Other expenses	0.6		0.7		(14)	%
Net gain on sale or disposal of asset	(26.8)		(47.7)		(44)	%
Change in fair value of contingent consideration	—		(8.8)		(100)	%

Total operating expense	2,517.4		1,327.4		90	%
OPERATING LOSS	(1,348.5)		(73.7)		1730	%
NET INTEREST EXPENSE	138.1		107.5		28	%

Other income	(0.3)		(0.2)		50	%
OTHER INCOME	(0.3)		(0.2)		50	%
LOSS BEFORE INCOME TAX BENEFIT	(1,486.3)		(181.0)		721	%
INCOME TAX BENEFIT	(349.4)		(40.3)		767	%




NET LOSS	$	(1,136.9)	$	(140.7)	708	%

Impairment Loss

During the third quarter of 2022, the Company completed an interim impairment assessment for its goodwill at the podcast reporting unit and the QLGG reporting unit. As a result of this interim impairment assessment, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment was recorded. As a result of this interim impairment assessment, the Company determined that the fair value of its QLGG reporting unit was less than the amount reflected in the balance sheet and, accordingly, recorded an impairment loss of $18.1 million. As a result of this impairment assessment, the Company no longer has any goodwill attributable to the QLGG reporting unit and was not required to test the QLGG reporting unit as a part of the annual impairment assessment conducted during the fourth quarter of 2022.

During the third quarter of 2022, the Company completed an interim impairment assessment for its broadcasting licenses at the market level using the Greenfield method. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $159.1 million ($116.7 million, net of tax).

The annual impairment assessment conducted during the fourth quarter of 2022 indicated that the fair value of our broadcasting licenses and the fair value of our podcast reporting unit and the AmperWave reporting unit exceeded their respective carrying amounts. Accordingly, we were not required to record an impairment loss on broadcasting licenses or goodwill in the fourth quarter of 2022 .

The annual impairment assessment conducted during the fourth quarter of 2021 indicated that the fair value of our broadcasting licenses and the fair value of our podcast reporting unit and QLGG reporting unit exceeded their respective carrying amounts. Accordingly, we were not required to record an impairment loss on broadcasting licenses or goodwill in the fourth quarter of 2021.

Restructuring Charges

In connection with the current macroeconomic conditions and COVID-19 pandemic, we incurred restructuring charges, including workforce reductions and other restructuring costs of $10.0 million, and 5.7 million during the years ended December 31, 2022 and 2021, respectively. Amounts were expensed as incurred and are included in restructuring charges.

Other Gain (Loss) Activity

During the year ended December 31, 2022 , we entered into an agreement with a third party Qualified Intermediary, under which we entered into an exchange of real property held for productive use or investment. This agreement relates to the sale of real property and identification and acquisition of replacement property. Total proceeds from the sale resulted in a gain of approximately $2.5 million. During the year ended December 31, 2022, we finalized: (i) the sale of assets in San Francisco, California, which had previously been classified within assets held for sale and recognized a loss of approximately $0.5 million; and (ii) the sale of assets in Houston, Texas which has previously been classified within assets held for sale and recognized a gain of approximately $10.6 million. Additionally, we also recognized a gain of $0.6 million in connection with the bond repurchase activity discussed above. During the year ended December 31, 2022, we entered into an agreement to dispose of land, equipment and an FCC license in Las Vegas, Nevada. Total proceeds from the sale of the land and equipment resulted in a gain of approximately $35.3 million. The license was disposed of in an exchange transaction which resulted in a loss of $2.0 million which was partially offset by a gain of $0.7 million in connection with the bond repurchase activity.

During the year ended December 31, 2021, we recognized: (i) a gain of approximately $4.6 million on the disposal of property and equipment in Sacramento, California; (ii) a gain of approximately $4.0 million in connection with the Urban One Exchange; and (iii) a gain of approximately $0.9 million on the disposal of an investment in a privately held company. These gains were partially offset by a $1.1 million loss of the disposal of property and equipment.

	YEARS ENDED DECEMBER 31,
	2022		2021		% Change
	(dollars in millions)
NET REVENUES	$	1,253.7	$	1,219.4	3	%
OPERATING EXPENSE:
Station operating expenses	1,030.5		977.0		5	%
Depreciation and amortization expense	65.8		52.2		26	%
Corporate general and administrative expenses	96.4		93.4		3	%
Integration costs	—		—
Restructuring charges	10.0		5.7		76	%
Impairment loss	180.5		2.2		8107	%
Net gain on sale or disposal	(47.7)		(8.4)		468	%
Other expenses	0.7		1.0		(31)	%
Change in fair value of contingent consideration	(8.8)		—		100	%
Refinancing expenses	—		0.8		(100)	%
Total operating expense	1,327.4		1,123.9		18	%
OPERATING INCOME (LOSS)	(73.7)		95.5		(177)	%
NET INTEREST EXPENSE	107.5		91.5		17	%
Net loss on extinguishment of debt	—		8.2		100	%
Other income	(0.2)		(0.5)		(52)	%
OTHER (INCOME) EXPENSE	(0.2)		7.7		(103)	%
LOSS BEFORE INCOME TAX BENEFIT	(181.0)		(3.7)		4792	%
INCOME TAX BENEFIT	(40.3)		(0.2)		20038	%
NET LOSS	$	(140.7)	$	(3.5)	3,920	%

Net Revenues

Revenues ~~increased~~decreased compared to prior year primarily due to ~~economic~~a ~~recovery~~decrease ~~and~~in ~~improvements~~advertising ~~across~~spending ~~all~~in ~~segments of~~ our ~~business~~spot ~~from~~and ~~the~~network ~~depressed~~revenue ~~levels~~streams ofaffected ~~the prior year. Prior year revenues were negatively impacted from the economic slowdown triggered~~ by the ~~COVID-19 pandemic. In the~~ current ~~year, we continued to report sequential growth in net revenues month-over-month through June 2022 Due to current~~ macroeconomic conditions~~, this trend did not continue and revenues declined during the second half of 2022~~.

~~Net~~Partially offsetting these decreases, net revenues were also positively impacted by: ~~(i)~~ growth in our ~~spot~~sponsorship ~~revenues;~~and ~~(ii)~~events, ~~growth~~and inother ~~our digital~~ revenues~~; (iii) the operations of AmperWave for the full period~~.

Net revenues increased the most for our stations located in the ~~Chicago~~Riverside, Phoenix and ~~Philadelphia~~Seattle markets. Net revenues decreased the most for our stations located in the New York City, Chicago, Los Angeles and ~~Sacramento~~San Francisco markets.

Station Operating Expenses

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

Station operating expenses included non-cash compensation expense of $31.37 million and $43.23 million for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively.

Depreciation and Amortization Expense

Depreciation and amortization expense increased primarily due to an increase in amortization of capitalized software intangible assets in ~~2022~~2023 relative to ~~2021~~2022. ~~The~~These ~~increase~~intangible inassets ~~amortization~~were isplaced ~~due~~into toservice in the ~~addition~~third quarter of ~~amortizable~~2022. ~~intangible~~This ~~assets~~was inpartially ~~the~~offset ~~WideOrbit~~by ~~Streaming~~a ~~Acquisition~~decrease ~~and~~in ~~the Podcorn Acquisition. Additionally,~~ depreciation ~~and~~expense ~~amortization~~as ~~expense~~a ~~increased~~result ~~due~~of tothe ansale ~~increase~~and indisposal ~~capital~~of ~~expenditures~~assets inthat ~~2022~~were ~~relative~~fully todepreciated ~~2021.~~during 2023.

Corporate General and Administrative Expenses

Corporate general and administrative expenses increased primarily as a result of anprofessional ~~increase~~fees ~~in payroll~~ and other related expenses inincurred ~~the current year. This increase was partially offset by a decrease~~ in ~~corporate rebranding costs in~~ connection with ~~our~~the ~~corporate~~management ~~name~~of ~~change~~our inon-going ~~2021,~~debt ~~which~~restructuring ~~is nonrecurring in nature~~actions.

~~Corporate, general and administrative expenses included non-cash compensation expense of $5.0 million and $8.8 million for the years ended December 31, 2022 and 2021, respectively.~~28

Corporate, general and administrative expenses included non-cash compensation expense of $2.7 million and $5.0 million for the years ended December 31, 2023 and 2022, respectively.

Restructuring Charges

We incurred restructuring charges in ~~2022~~2023 and ~~2021~~2022 primarily in response to the ~~COVID-19~~current ~~pandemic~~macroeconomic ~~and~~conditions. ~~the~~These ~~current~~charges ~~macroeconomic~~included ~~conditions~~expenses related to workforce reductions as well as termination charges associated with loss-making contracts. These costs increased $45.3 0 million year-over-year, primarily due to ~~workforce~~additional ~~reduction~~costs incurred for termination charges associated with loss-making contracts.

Impairment Loss

The impairment loss incurred during the year ended December 31, ~~2022~~2023 consists of: (i) a $~~159.~~1,289.5 million impairment ~~charge~~loss as a result of anannual and interim impairment ~~assessment~~assessments on our FCC broadcasting licenses; (ii) ana $1814.1 million impairment ~~charge~~loss as a result of anearly ~~interim~~termination ~~impairment~~of ~~assessment~~certain ~~on our Goodwill~~leases; and (iii) a $31.2 5 million ~~charge~~impairment loss related to anour ~~early~~investments ~~termination~~in ofprivately ~~certain~~held ~~leases~~companies for which we own a minority interest.

The impairment loss incurred during the year ended December 31, ~~2021~~2022 ~~includes~~primarily consists of: (i) a $1159.71 million ~~write~~impairment ~~down~~loss as a result of ~~property~~interim ~~and~~impairment ~~equipment~~assessments on our FCC broadcasting licenses; (ii) an $18.1 million impairment loss in connection with Goodwill in our QLGG reporting unit; and (iii) a $03.53 million ~~related~~impairment toloss as a result of early termination of certain leases.

We conducted interim impairment assessments on our broadcasting licenses during the second and third quarter of 2020. As a result of the interim impairment assessments, we determined that the fair value of our broadcasting licenses was less than their carrying value in certain markets and we recorded a cumulative non-cash impairment charge on our broadcasting licenses of $16.0 million ($11.7 million, net of tax).

The annual impairment assessment conducted during the fourth quarter of 2020 indicated that the fair value of our broadcasting licenses was less than their carrying value in certain markets. As a result, we recorded a non-cash impairment charge on our broadcasting licenses of $246.0 million ($180.4 million, net of tax) in the fourth quarter of 2020.

During the first quarter of 2020, we recorded a $1.1 million impairment charge related to ROU asset impairment. During the fourth quarter of 2020, we recorded a $1.4 million impairment charge related to computer software.

Refinancing Expenses

We incurred $0.5 million of costs in connection with the issuance of the 2029 Notes and $0.3 million of costs in connection with the issuance of the Additional 2027 Notes during 2021.

Change in Fair Value of Contingent Consideration

In connection with the Podcorn Acquisition, we recorded a contingent consideration liability during the first quarter of 2021, which is subject to fair value remeasurements. ~~Due~~ The discount rate increased during the year ended December 31, 2022 due to fluctuation in the market-based inputs used to develop the discount rate~~, the discount rate increased during the year ended December 31, 2022~~. Additionally, a reduction in projected Adjusted EBITDA values resulted in a lower expected present value of the contingent consideration. As a result, the fair value of the contingent consideration decreased $8.8 million during the year ended December 31, 2022. No adjustments were recorded to contingent consideration during the year ended December 31, 2023.

Other Gain (Loss)

During the year ended December 31, 2023, we recognized net gains on the sale or disposal of assets of approximately $26.8 million. This was primarily due to aggregate gains of $33.5 million on the sale of assets in the following markets: (i) Los Angeles, California, (ii) St Louis, Missouri, (iii) Rochester, New York, (iv) Baltimore, Maryland, (v) Washington DC, (vi) Memphis, Tennessee, (vii) Buffalo, New York, (viii) Houston, Texas, (ix) Palm Desert, California, and (x) Phoenix Arizona. These gains were offset by a losses of $6.6 million resulting from the disposal of assets no longer used in production of revenue.

During the year ended December 31, 2022, we recognized net gains on the sale or disposal of assets of $47.7 million. During 2022, we entered into an agreement with a third party Qualified Intermediary, under which we entered into an exchange of real property held for productive use or investment. The agreement relates to the sale of real property and identification and acquisition of replacement property. Total proceeds from the sale resulted in a gain of approximately $2.5 million. Also during 2022, we finalized: (i) the sale of assets in San Francisco, California, which had previously been classified within assets held for sale and recognized a loss of approximately $0.5 million; and (ii) the sale of assets in Houston, Texas which had previously been classified within assets held for sale and recognized a gain of approximately $10.6 million. Additionally, we also recognized a gain of $0.6 million in connection with a bond repurchase. Also, during 2022 we entered into an agreement to dispose of land, equipment and an FCC license in Las Vegas, Nevada. Total proceeds from the sale of the land and equipment resulted in a gain of approximately $35.3 million. The license was disposed of in an exchange transaction which resulted in a loss of $1.3 million. During 2022 we also recognized a net gain of approximately $0.6 million on sales of other assets no longer used in the production of revenue.

Interest Expense

During the year ended December 31, ~~2022~~2023, we incurred an additional $1630.0 6 million in interest expense as compared to the year ended December 31, ~~2021~~2022. This increase in interest expense was primarily attributable to an increase in variable interest rates in addition to an increase in the outstanding variable-rate debt upon which interest is computed.

This increase in interest expense was primarily attributable to an increase in the outstanding fixed-rate indebtedness and variable-rate indebtedness upon which interest is computed coupled with an increase in variable interest rates. 29

The weighted average variable interest rate for our credit facilities as of December 31, ~~2022~~2023 and ~~2021~~2022 was 6.8.1% and 2.6.8%, respectively.

Income Taxes (Benefit)

On March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package that includes spending and tax breaks to strengthen the United States economy and fund a nationwide effort to curtail the effects of the COVID-19 pandemic. The CARES Act includes significant business tax provisions that, among other things, includes the removal of certain limitations on utilization of net operating losses ("NOL") carryforwards, 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~~tax ~~Cuts~~cuts and Jobs Act. We were able to carry back our 2020 federal income tax loss to prior tax years and filed 2 refund claims with the Internal Revenue Service ("IRS") for $20.4 million. We received a refund of $15.2 million in connection with the first claim during the first quarter of 2022.

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

We recognized an income tax benefit at an effective income tax rate of 23.51% and 22.26% for the ~~year~~years ended December 31, 2023 and 2022, respectively. The effective income tax ~~rate~~rates for the ~~period~~periods ~~was~~were ~~impacted~~higher bythan the federal statutory rates of 21% primarily due to the nondeductible expenses, state and local taxes and discrete income tax expense items related to stock based compensation.

WeEstimated ~~recognized~~Income anTax ~~income~~Rate ~~tax~~For benefit at an effective income tax rate of 6.20% for 2021. The rate was lower than the federal statutory rate of 21% primarily due to the impact of nondeductible expenses and discrete income tax expense items related to the shortfall associated with share-based awards.2024

~~Estimated~~We ~~Income~~estimate ~~Tax~~that ~~Rate~~our ~~For~~2024 ~~2023~~annual tax rate before discrete items, which may fluctuate from quarter to quarter, will be between 28% and 30%. We anticipate that we will be able to utilize certain net operating loss carryforwards to reduce future payments of federal and state income taxes. We anticipate that our rate in 2024 could be affected primarily by: (i) changes in the level of income in any of our taxing jurisdictions; (ii) adding facilities through mergers or acquisition in states that on average have different income tax rates from states in which we currently operate and the resulting effect on previously reported temporary differences between the tax and financial reporting bases of our assets and liabilities; (iii) the effect of recording changes in our liabilities for uncertain tax positions; (iv) taxes in certain states that are dependent on factors other than taxable income; (v) the limitations on the deduction of cash and certain non-cash compensation expense for certain key employees; and (vi) any tax benefit shortfall associated with share-based awards. Our annual effective tax rate may also be materially impacted by: (a) tax expense associated with non-amortizable assets such as goodwill; (b) regulatory changes in certain states in which we operate; (c) changes in the expected outcome of tax audits; (d) changes in the estimate of expenses that are not deductible for tax purposes; and (e) changes in the deferred tax valuation allowance.

We estimate that our 2023 annual tax rate before discrete items, which may fluctuate from quarter to quarter, will be between 28% and 30%. We anticipate that we will be able to utilize certain net operating loss carryforwards to reduce future payments of federal and state income taxes. We anticipate that our rate in 2023 could be affected primarily by: (i) changes in the level of income in any of our taxing jurisdictions; (ii) adding facilities through mergers or acquisition in states that on average have different income tax rates from states in which we currently operate and the resulting effect on previously reported temporary differences between the tax and financial reporting bases of our assets and liabilities; (iii) the effect of recording changes in our liabilities for uncertain tax positions; (iv) taxes in certain states that are dependent on factors other than taxable income; (v) the limitations on the deduction of cash and certain non-cash compensation expense for certain key employees; and (vi) any tax benefit shortfall associated with share-based awards. Our annual effective tax rate may also be materially impacted by: (a) tax expense associated with non-amortizable assets such as broadcasting licenses and goodwill; (b) regulatory changes in certain states in which we operate; (c) changes in the expected outcome of tax audits; (d) changes in the estimate of expenses that are not deductible for tax purposes; and (e) changes in the deferred tax valuation allowance.

In the event we determine at a future time that it is more likely than not that we will not realize our net deferred tax assets, we will increase our deferred tax asset valuation allowance and increase income tax expense in the period when we make such a determination.

Net Deferred Tax Liabilities

As of December 31, ~~2022~~2023, and ~~2021~~2022, our total net deferred tax liabilities were $~~453~~101.49 million and $~~487~~453.74 million, respectively. The decrease in net deferred tax liabilities was primarily the result of a reduction in our deferred tax liability due to our impairment of indefinite-lived intangibles for book purposes. Our net deferred tax liabilities primarily relate to differences between book and tax bases of certain of our indefinite-lived intangibles (broadcasting licenses). The amortization of our indefinite-lived assets for tax purposes but not for book purposes creates deferred tax liabilities. A reversal of deferred tax liabilities may occur when indefinite-lived intangibles: (i) become impaired; or (ii) are sold, which would typically only occur in connection with the sale of the assets of a station or groups of stations or the entire company in a taxable transaction. Due to the amortization for tax purposes and not book purposes of our indefinite-lived intangible assets, we expect to continue to generate deferred tax liabilities in future periods.

~~The year 2021 as compared to the year 2020~~30

Liquidity and Capital Resources

Liquidity Before Filing the Chapter 11 Cases

Our primary sources of liquidity were cash on hand, cash flow from operations, borrowing capacity under our old credit facility and our old accounts receivable facility, and cash from liquidity-generating transactions. Difficult macroeconomic conditions have created, and may continue to create, significant uncertainty in our operations, including rising inflation and interest rates, significant volatility in financial markets, decreases in advertising revenue, and increased competition for advertising expenditures, which have had, and are expected to continue to have, a material adverse effect on our forecasted revenue. As a result, management continued to execute cash management and strategic operational plans to manage liquidity and debt covenant compliance, including evaluating contractual obligations and workforce reductions, managing operating expenses, divesting non-strategic assets, and initiating a variety of transactions to manage our liabilities, which included the utilization and extension of certain grace periods and waivers of financial covenants as described below and in Note 10, Long-Term Debt.

As of December 31, 2023, we were in compliance with our debt and related covenants in all material respects due to such amendments and waivers. Prior to emergence from Chapter 11 protection, $927.5 million of debt was set to mature in 2024 as follows:

•old accounts receivable facility, $75.0 million of outstanding borrowings at December 31, 2023, maturing July 2024 (the “Old Receivables Facility”); and

•old credit facility, comprised of a $227.3 million revolver (the “Old Revolver”) and a $632.4 million term loan (the “Old Term B-2 Loan” and together with the Old Revolver, the “Old Credit Facility”), $220.1 million of outstanding borrowings under the Old Revolver at December 31, 2023, maturing August 2024 and $632.4 million of outstanding borrowings under the Old Term B-2 Loan, maturing in November 2024.

In addition, we had no letters of credit outstanding under the Old Credit Facility. As of December 31, 2023, total liquidity was $69.7 million, which was comprised of our cash, cash equivalents and restricted cash of $73.0 million less restricted cash of $3.3 million, as there were no amounts available under the Old Revolver.

Liquidity After Filing the Chapter 11 Cases

During the pendency of the Chapter 11 Cases, our principal sources of liquidity are limited to cash on hand, cash flow from operations, borrowings under our $32.0 million debtor-in-possession facility (the "DIP Facility"), and the New Receivables Facility (as defined below).

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, we continue to critically review our liquidity and anticipated capital requirements, including for service of our debt post-emergence from Chapter 11 protection, in light of the significant uncertainty created by the Chapter 11 Cases and current macroeconomic conditions, to determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about our ability to continue as a going concern within twelve months after the date that the accompanying consolidated financial statements are issued. Our ability to maintain adequate liquidity during the Chapter 11 Cases and after emergence from Chapter 11 protection depends on successful operation of our business, appropriate management of operating expenses and capital spending, and access to financing if required. Our anticipated liquidity needs are highly sensitive to changes in each of these and other factors.

The consolidated financial statements included in this Annual Report on Form 10-K have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets, and satisfaction of liabilities and commitments in the normal course of business. The consolidated financial statements do not reflect any adjustments that might result after emergence from Chapter 11 protection.

Debt

As of December 31, 2023, we had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases constituted an event of default with respect to our existing debt obligations other than our Old Receivables Facility, which accounted for $75.0 million of our consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the Old Receivables Facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all our other

~~The~~prepetition ~~discussion~~obligations ofare ~~our~~subject ~~results~~to ofsettlement ~~operations~~under ~~for~~ the ~~year~~Plan. ~~ended~~Our ~~December 31,~~current ~~2021,~~and ~~compared~~anticipated ~~to the year ended December 31~~debt, ~~2020,~~as ~~can~~described ~~be found~~ in ~~Part~~further ~~II,~~detail ~~Item~~below ~~7, "Management's Discussion~~ and ~~Analysis of Financial Condition and Results of Operations"~~ in ~~our~~Note ~~Annual Report on Form~~ 10, Long-KTerm ~~filed~~Debt ~~with~~, ~~the~~is ~~SEC~~as ~~on March 1, 2022.~~follows:

~~Future~~•Prepetition ~~Impairments~~debt (historical):

We◦$227.3 ~~may~~million ~~determine~~Old ~~that~~Revolver; ~~it will be necessary to take impairment charges in future periods if we determine the carrying value of our intangible assets is more than the fair value.~~

During the third quarter of 2022, the Company completed an interim impairment assessment for its broadcasting licenses at the market level. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of ◦$~~159~~632.~~1 million~~4 ~~($116.7~~ million, ~~net~~Old ofTerm ~~tax).~~B-2 Loan;

~~The~~◦$460.0 ~~annual~~million ~~impairment assessment conducted during the fourth quarter~~ of ~~2022~~Old ~~and 2021~~2027 ~~indicated~~Notes; ~~that the fair value of our broadcasting licenses~~ and ~~goodwill exceeded their respective carrying amounts. Accordingly, we were not required to record an impairment loss on broadcasting licenses or goodwill during the fourth quarter of 2022 and 2021.~~

As discussed in the Broadcasting Licenses Valuation at Risk section below the results indicated that there were 39 units of accounting where the fair value exceeded their carrying value by 10% or less. In aggregate, these 39 units of accounting had a carrying value of ◦$~~1,980~~540.70 million ~~at December 31, 2022. If overall market conditions or the performance~~ of ~~the~~Old ~~economy~~2029 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. We may be required to retest prior to our next annual evaluation, which could result in an impairment.Notes;

•Postpetition debt (pendency of Chapter 11 Cases):

◦$32.0 million DIP Facility; and

◦$100.0 million New Receivables Facility (as defined below);

•Anticipated post-emergence debt (expected after emergence from Chapter 11 protection):

◦$250.0 million Exit Credit Facility; and

◦$100.0 million Exit Receivables Facility (as defined below).

Prepetition Debt (Historical)

The Old Credit Facility

As of December 31, 2023, our Old Credit Facility, as amended, was comprised of the Old Revolver, a $227.3 million revolver with an original stated maturity date of August 19, 2024 and the Old Term B-2 Loan with a stated maturity date of November 17, 2024.

The Old Credit Facility had 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 Old Credit Facility required us to comply with a maximum Consolidated Net First-Lien Leverage Ratio (as defined in the Old Credit Facility) that could not exceed 4.0 times. Such financial covenant is not in force during pendency of the Chapter 11 Cases.

As of December 31, 2023, we were in compliance with the financial covenant and all other terms of the Old Credit Facility in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between October 30, 2023 and December 8, 2023, prior to our filing of the Chapter 11 Cases.

The Old 2027 Notes

In 2019, we and our finance subsidiary, Audacy Capital Corp. ("Audacy Capital Corp."), issued $425.0 million in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Old 2027 Notes").

In 2021, we and Audacy Capital Corp. issued an additional $45.0 million of 2027 Notes. All of the additional 2027 Notes are treated as a single series with the Old 2027 Notes and have substantially the same terms as the Old 2027 Notes.

During 2022, we repurchased $10.0 million of the Old 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the Old 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the Old 2027 Notes is reflected on the balance sheet as an addition to the Old 2027 Notes.

Interest on the Old 2027 Notes accrued at the rate of 6.500% per annum and was payable semi-annually in arrears on May 1 and November 1 of each year. The Old 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.

As of December 31, 2023, we were in compliance with the financial covenants and all other terms of the Old 2027 Notes in all material respects due to the utilization of interest payment grace periods, and amendments and waivers obtained from lenders between November 1, 2023 and December 8, 2023, prior to our filing of the Chapter 11 Cases.

~~Liquidity~~The ~~and~~Old ~~Capital~~2029 ~~Resources~~Notes

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

~~Although~~As weof ~~have~~December ~~been~~31, ~~and expect to continue to be~~2023, ~~negatively impacted by the current macroeconomic conditions,~~ we ~~anticipate~~were ~~that~~in ~~our~~compliance ~~business will continue to generate sufficient cash flow from operating activities and we believe that these cash flows, together~~ with ~~our~~the ~~existing~~financial ~~cash~~covenants and ~~cash~~all ~~equivalents~~other ~~and~~terms ~~our~~of ~~ability~~the toOld ~~draw~~2029 onNotes ~~current~~in ~~credit~~all ~~facilities,~~material ~~will~~respects bedue ~~sufficient for us~~ to ~~meet~~the ~~our~~utilization ~~current and long-term liquidity and capital requirements. However, our ability to maintain adequate liquidity is dependent upon a number~~ of ~~factors,~~interest ~~including~~payment ~~our~~grace ~~revenue~~periods, ~~macroeconomic~~and ~~conditions,~~amendments ~~the length~~ and ~~severity~~waivers ofobtained ~~business~~from ~~disruptions~~lenders ~~caused~~between byOctober ~~the current macroeconomic conditions~~2, ~~our~~2023 ~~ability to contain costs~~ and toDecember ~~collect accounts receivable~~8, ~~and various other factors~~2023, ~~many~~prior ~~of which are beyond our control Moreover, if the current macroeconomic conditions continue~~ to ~~create significant disruptions in the credit or financial markets, or impacts~~ our ~~credit~~filing ~~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~~Chapter of11 ~~our debt reduction efforts and the delay of certain capital projects~~Cases.

~~Our~~Old ~~senior~~Receivables ~~secured credit agreement (the "Credit~~ Facility") as amended, is comprised of the $250.0 million Revolver and the Term B-2 Loan with $632.4 million outstanding at December 31, 2022. During the year ended December 31, 2022, 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. We subsequently made additional borrowings and payments against our Revolver. In connection with the issuance of the Additional 2027 Notes, we repaid $44.6 million outstanding under the Term B-2 Loan.

AsOn ofJuly ~~December 31~~15, ~~2022~~2021, we ~~had~~and ~~$632.4~~certain ~~million~~of ~~outstanding~~our ~~under~~subsidiaries, ~~the~~including ~~Term~~Audacy ~~B-2~~Receivables, ~~Loan~~LLC, a Delaware limited liability company and our wholly-owned subsidiary ("Audacy Receivables") entered into the $~~180~~75.0 million ~~outstanding~~Old ~~under~~Receivables ~~the~~Facility ~~Revolver.~~to Inprovide ~~addition~~additional liquidity, weto ~~had~~reduce ~~$5.9~~our ~~million~~cost inof funds and to repay outstanding ~~letters~~debt ofunder ~~credit~~the Old Credit Facility.

AsAudacy ofReceivables ~~December 31,~~is ~~2022,~~considered ~~total~~a ~~liquidity~~special ~~was~~purpose ~~$144.8~~vehicle ~~million~~("SPV") ~~which~~as ~~was~~it ~~comprised~~is ofan ~~$41.5~~entity ~~million~~that ~~available~~has ~~under~~a ~~the~~special, ~~Revolver~~limited ~~and~~purpose ~~$103.3 million in cash~~ and ~~cash~~it ~~equivalents.~~was ~~During~~created ~~the~~to ~~year~~sell ~~ended~~accounts ~~December 31~~receivable, ~~2022,~~together wewith ~~increased~~customary ~~our~~related ~~outstanding~~security ~~debt by $75.5 million due to: (i) additional draw down~~ and ~~repayment~~interests ~~activity~~in ~~under~~the ~~our~~proceeds ~~Revolver;~~thereof, ~~(ii)~~to the ~~repurchase~~investors ofin ~~the~~exchange ~~2027~~for ~~Notes~~cash ~~discussed below and (iii) amortization of costs related to debt refinancing activities~~investments.

InPursuant ~~connection~~to ~~with~~a purchase and sale agreement, certain of our ~~outstanding~~wholly-owned ~~indebtedness~~subsidiaries sold their accounts receivable, wetogether ~~have~~with ~~restrictions~~customary onrelated security and interests in the ~~ability~~proceeds ofthereof, to Audacy New York, LLC, a Delaware limited liability company and our ~~subsidiaries~~wholly-owned tosubsidiary ~~distribute~~("Audacy ~~cash~~NY"). Pursuant to ~~our~~a ~~Parent~~sale and contribution agreement, asAudacy ~~more~~NY ~~fully~~sold ~~described~~and contributed its accounts receivable, including those it had acquired from other Audacy subsidiaries, together with customary related security and interests in the ~~accompanying~~proceeds ~~notes~~thereof, to ~~our~~Audacy ~~audited~~Receivables. ~~consolidated~~Pursuant ~~financial~~to ~~statements.~~a Wereceivables dopurchase ~~not~~agreement, ~~anticipate~~Audacy ~~that~~Receivables ~~these~~sold ~~restrictions~~such ~~will~~accounts ~~limit~~receivable, ~~our~~together ~~ability~~with tocustomary ~~meet~~related ~~our~~security ~~future~~and ~~obligations~~interests ~~over~~in the ~~next~~proceeds 12thereof, ~~months~~to the investors in exchange for cash investments.

AsYield ofis ~~December 31,~~payable ~~2022,~~to ~~our~~the ~~Consolidated~~investors ~~Net~~under ~~First~~the ~~Lien~~receivables ~~Leverage~~purchase ~~Ratio~~agreement ~~was~~at 3a variable rate based on either commercial paper rates or the Secured Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin.9 ~~times~~Collections ason ~~calculated~~the inaccounts ~~accordance~~receivable: ~~with~~(A) were then used to either: (i) satisfy the ~~terms~~obligations of ~~our~~Audacy ~~Credit~~Receivables under the Old Receivables Facility; or (ii) purchase additional accounts receivable from certain of our wholly-owned subsidiaries (together with Audacy NY, ~~which~~the ~~place~~("Originators")); ~~restrictions~~or on(B) make a distribution to Audacy NY, the ~~amount~~sole member of ~~cash~~Audacy Receivables. Audacy Operations, ~~cash~~Inc., ~~equivalents~~a Delaware corporation and ~~restricted~~our ~~cash~~wholly-owned ~~that~~subsidiary ~~can~~("Audacy beOperations"), ~~subtracted~~acted inas ~~determining~~the ~~consolidated~~servicer ~~first~~under ~~lien~~the ~~net~~Old ~~debt~~Receivables Facility.

~~Over~~The ~~the~~Old ~~past~~Receivables ~~several~~Facility ~~years~~contained representations, wewarranties ~~have~~and ~~used~~covenants athat ~~significant~~are ~~portion~~customary offor ~~our~~bankruptcy-remote ~~cash~~securitization ~~flow~~transactions, including covenants requiring Audacy Receivables to ~~service~~be ~~our~~treated ~~indebtedness.~~at ~~Generally,~~all ~~our~~times ~~cash~~as ~~requirements~~an ~~are~~entity ~~funded~~separate from ~~one~~the orOriginators, aAudacy ~~combination~~Operations, us or any of ~~internally~~our ~~generated~~other ~~cash~~affiliates ~~flow,~~and ~~cash~~that transactions entered into between Audacy Receivables and any of its affiliates shall be on ~~hand~~arm’s-length terms. The receivables purchase agreement also contained customary default and ~~borrowings~~termination provisions which provided for acceleration of amounts owed under ~~our~~the ~~Revolver~~receivables purchase agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or us, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios.

AsWe agreed to guarantee the performance obligations of ~~December 31,~~Audacy ~~2022,~~Operations and the ~~Company~~Originators ~~had~~under ~~capital~~the ~~expenditure~~Old ~~commitments~~Receivables ~~outstanding~~Facility documents. None of ~~$10.7~~us, ~~million. Subject~~Audacy toOperations ~~limitations~~or inthe ~~our~~Originators ~~credit~~agreed ~~agreements,~~to weguarantee ~~may~~any ~~also~~obligations ~~use~~of ~~our~~Audacy ~~capital~~Receivables ~~resources~~or tothe ~~repurchase~~collection ~~shares~~of any of ~~our~~the ~~Class A~~receivables ~~common~~or ~~stock,~~to be responsible for any obligations to ~~pay~~the ~~dividends~~extent the failure to ~~our~~perform ~~shareholders~~such obligations by Audacy Operations or any Originator results from receivables being uncollectible on account of the insolvency, ~~and~~bankruptcy or lack of creditworthiness or other financial inability to ~~make~~pay ~~acquisitions~~of the related obligor. WeIn ~~may~~general, the proceeds from ~~time~~the tosale ~~time~~of ~~seek~~the accounts receivable were used by the SPV to ~~repurchase~~pay the purchase price for accounts receivables it acquired from Audacy NY and ~~retire~~could ~~our~~then ~~outstanding~~be ~~indebtedness~~used ~~through~~to ~~open~~fund ~~market~~capital ~~purchases~~expenditures, ~~privately~~repay ~~negotiated~~borrowings ~~transactions~~on orthe ~~otherwise~~Old Credit Facility, satisfy maturing debt obligations, as well as fund working capital needs and other approved uses.

~~Amendment~~Although ~~and~~the ~~Repricing~~SPV –is ~~CBS~~a ~~Radio~~wholly-owned ~~(now~~consolidated subsidiary of Audacy ~~Capital~~NY, ~~Corp~~the SPV is legally separate from Audacy NY. The assets of the SPV (including the accounts receivables) ~~Indebtedness~~are not available to creditors of Audacy NY, Audacy Operations or us, and the accounts receivables are not legal assets of Audacy NY, Audacy Operations or us. The Old Receivables Facility was

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 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 the second quarter of 2019, the Company and its finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.) ("Audacy Capital Corp."), issued $325.0 million in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes") under an Indenture dated as of April 30, 2019 (the "Base 2027 Indenture").

~~Interest~~accounted onfor ~~the~~as ~~Initial~~a ~~2027~~secured ~~Notes~~financing. ~~accrues~~The atpledged ~~the~~receivables ~~rate~~and ofthe ~~6.500%~~corresponding ~~per~~debt ~~annum~~were ~~and~~included ~~is payable semi-annually~~ in ~~arrears~~Accounts onreceivable ~~May 1~~ and ~~November~~Long-term ~~1 of each year. Until May 1~~debt, ~~2022,~~net ~~only a portion~~ of ~~the~~current ~~Initial 2027 Notes could be redeemed at a price of 106.500% of their principal amount plus accrued interest. On or after May 1~~portion, ~~2022~~respectively, ~~the~~on ~~Initial~~our ~~2027~~consolidated ~~Notes~~balance ~~may be redeemed, in whole or in part, at a price of 104~~sheets.~~875% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest.~~

The ~~Company~~Old ~~used~~Receivables ~~net~~Facility ~~proceeds~~had ofusual ~~the~~and ~~offering~~customary covenants including, ~~along~~but ~~with~~not ~~cash~~limited onto, ~~hand~~a ~~and~~Consolidated ~~$89.0 million~~Net ~~borrowed~~First-Lien ~~under~~Leverage ~~its~~Ratio ~~Revolver,~~(as todefined ~~repay~~in ~~$425~~the Old Receivables Facility) that could not exceed 4.0 ~~million~~ oftimes, ~~existing~~a ~~indebtedness~~minimum ~~under~~tangible net worth (as defined within the ~~Company's~~Old ~~term~~Receivables ~~loan~~Facility) ~~outstanding~~of at ~~that~~least ~~time~~$300.0 ~~(the~~million, ~~"Term~~and ~~B-1~~a ~~Loan")~~requirement to maintain minimum liquidity of $25 million.

InThe ~~connection~~Old ~~with~~Receivables ~~this~~Facility ~~refinancing~~was ~~activity~~set ~~described~~to ~~above,~~expire ~~during~~on ~~the~~July ~~second quarter of 2019~~15, ~~the~~2024. ~~Company:~~At ~~(i) wrote off $1.6~~December ~~million~~31, of2023, ~~unamortized~~we ~~deferred~~had ~~financing~~outstanding ~~costs~~borrowings ~~associated with the Term B-1 Loan; (ii) wrote off $0.2 million~~ of ~~unamortized premium associated with the Term B-1 Loan; and (iii) recorded~~ $375.90 million ~~of new deferred financing costs which will be amortized over the term of the Initial 2027 Notes~~ under the ~~effective~~Old ~~interest~~Receivables ~~rate method~~Facility.

~~During~~As ~~the fourth quarter~~ of ~~2019,~~December ~~the Company and its finance subsidiary~~31, ~~Audacy Capital Corp.~~2023, ~~issued~~we ~~$100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional Notes"). The Additional Notes~~ were ~~issued~~in ascompliance ~~additional~~with ~~notes under~~ the ~~Base~~Old ~~2027~~Receivables ~~Indenture,~~Facility asand ~~supplemented~~related byfinancial acovenants ~~first~~in ~~supplemental~~all ~~indenture,~~material ~~dated~~respects ~~December~~due ~~13,~~to ~~2019 (~~the ~~"First~~utilization ~~Supplemental~~of ~~2027~~amendments ~~Indenture"),~~ and, ~~together~~waivers ~~with~~obtained ~~the~~from ~~Base 2027 Indenture (~~the ~~"2027~~counterparties ~~Indenture"). As~~to ~~of December 31, 2021,~~ the ~~Additional~~Old ~~Notes~~Receivables ~~were~~Facility ~~treated~~between asNovember ~~a single series with the $325.0 million Initial 2027 Notes (together~~3, ~~with~~2023 ~~the~~and ~~Additional~~December ~~Notes~~8, ~~the "Notes") and have substantially the same terms as the Initial 2027 Notes. The Additional Notes were issued at a price of 105.0% of their principal amount~~2023, ~~plus~~prior ~~accrued~~to ~~interest~~our ~~from~~filing ~~November 1, 2019. As~~ of ~~December 31, 2021,~~ the ~~unamortized~~Chapter ~~premium~~11 ~~on the Additional Notes was reflected on the balance sheet as an addition to the $425~~Cases.~~0 million Initial Notes.~~

~~The~~Postpetition ~~Company~~Debt ~~used~~(Pendency ~~net proceeds~~ of ~~the~~Chapter ~~Additional~~11 Notes offering to repay $96.7 million of existing indebtedness under the Company's Term B-1 Loan. Contemporaneous with this partial pay-down of the Term B-1 Loan, the Company replaced the remaining amount outstanding under the Term B-1 Loan with a Term B-2 loan (the "Term B-2 Loan"Cases).

In connection with this refinancing activity described above, during the fourth quarter of 2019, the Company: (i) wrote off $0.3 million of unamortized deferred financing costs associated with the Term BDebtor-1in-Possession ~~Loan; and (ii) recorded $3.8 million of new deferred financing costs.~~Facility

~~During~~On ~~the~~January ~~fourth quarter of 2021~~9, ~~the Company and its finance subsidiary~~2024, Audacy Capital Corp., ~~issued~~and ~~$45.0 million~~certain of ~~additional~~our ~~6.500%~~subsidiaries ~~senior~~entered ~~secured~~into ~~second-lien notes due 2027 (~~the ~~"Additional~~DIP ~~2027~~Facility ~~Notes"). The~~pursuant ~~Additional~~to ~~2027~~a ~~Notes~~Senior ~~were~~Secured ~~issued~~Superpriority asDebtor-in-Possession ~~additional~~Credit ~~notes~~Agreement ~~under~~ (the ~~2027~~“DIP ~~Indenture. The~~Credit ~~Additional~~Agreement”) ~~2027~~with ~~Notes~~Wilmington ~~are~~Savings ~~treated~~Fund asSociety, aFSB, ~~single~~as ~~series~~administrative ~~with~~agent ~~the~~and ~~$325.0 million~~collateral ~~Initial~~agent, ~~2027 Notes~~ and the ~~$100.0 million~~lenders ~~Additional~~party ~~Notes~~thereto (collectively, the ~~"2027~~“TL ~~Notes")~~DIP ~~and have substantially the same terms as the Initial 2027 Notes~~Lenders”). ~~The~~ ~~Additional 2027 Notes were issued at a price of 100.750% of their principal amount.~~ The ~~premium~~entry oninto the ~~Additional~~DIP ~~2027~~Credit ~~Notes~~Agreement ~~will~~was beapproved ~~amortized~~by ~~over~~an ~~the~~order ~~term under the effective interest rate method. As~~ of ~~any reporting period,~~ the ~~unamortized~~Bankruptcy ~~premium on the 2027 Notes is reflect on the balance sheet as an addition to the 470~~Court.~~0 million 2027 Notes.~~

Principal Amount. The ~~Company~~DIP ~~used~~Credit ~~net~~Agreement ~~proceeds~~provides offor ~~the~~a ~~Additional~~$32.0 ~~2027~~million ~~Notes~~term ~~offering~~loan facility to ~~repay~~be ~~$44.6 million~~used for general corporate purposes, maintenance of ~~existing~~minimum ~~indebtedness~~operational ~~under~~liquidity, ~~the~~payment ~~Company's~~of ~~Term~~administrative ~~B-2~~expenses ~~Loan~~and other operating expenses while in bankruptcy.

InInterest ~~connection~~and ~~with~~Fees. ~~this~~The ~~refinancing~~DIP ~~activity~~Facility ~~described~~accumulates ~~above,~~interest ~~during~~at ~~the~~a ~~fourth~~rate ~~quarter~~ of ~~2021,~~term ~~the~~one-month ~~Company~~SOFR ~~recorded~~plus ~~$0.8 million~~an applicable margin of ~~new~~6.00%, ~~deferred~~subject ~~financing~~to ~~costs~~an ~~which~~Alternative ~~will~~Reference beRates ~~amortized~~Committee ~~over~~(“ARRC”) ~~the~~credit ~~term~~spread adjustment of ~~the~~0.11448%. ~~2027~~Additional ~~Notes~~fees and expenses under the ~~effective~~DIP ~~interest~~Facility ~~rate~~include ~~method~~(i) a 3. ~~The~~00% ~~Company~~backstop ~~also~~premium, ~~incurred~~(ii) $0a 2.~~4 million~~00% upfront commitment fee and (iii) a 15.00% redemption premium payable in certain circumstances as outlined in the DIP Credit Agreement. Borrowings under the DIP Facility are senior secured obligations of ~~costs~~the ~~which~~Debtors, ~~were~~secured ~~classified~~by ~~within~~priming ~~refinancing~~first-priority ~~expenses~~liens on the Collateral (as defined in the DIP Credit Agreement).

Covenants. The ~~2027~~DIP ~~Notes~~Credit ~~are~~Agreement ~~fully~~has ~~and~~various ~~unconditionally~~customary ~~guaranteed~~covenants onas awell ~~senior~~as ~~secured~~covenants ~~second-lien~~mandating ~~basis~~compliance by ~~most of~~ the ~~direct~~Loan ~~and~~Parties ~~indirect~~(as ~~subsidiaries~~defined ofin ~~Audacy Capital Corp. The 2027 Notes and~~ the ~~related~~DIP ~~guarantees~~Credit ~~are~~Agreement) ~~secured~~with on a ~~second-lien priority basis by liens on substantially all of the assets of Audacy Capital Corp. and the guarantors of the 2027 Notes~~budget, ~~including~~variance ~~the~~testing ~~stock or equity interests of Audacy Capital Corp.~~ and ~~the~~reporting ~~subsidiary guarantors~~requirements, ~~subject~~among ~~to certain excluded assets~~others.

~~Certain~~Maturity. ~~events~~The scheduled maturity of ~~default~~the ~~under~~DIP ~~2027~~Facility ~~Indenture,~~will orbe anthe ~~acceleration~~earlier of (i) 60 days following the ~~2027~~Petition ~~Notes~~Date ~~would~~(with ~~cause~~a 180-day extension option if a ~~default~~Confirmation ~~under~~Order has been entered by the ~~Company’s~~Bankruptcy ~~Credit~~Court ~~Facility~~by orthat ~~the~~time ~~2029~~and ~~Notes. Any~~regulatory ~~event~~approval ofis ~~default~~pending), ~~therefore,~~(ii) ~~could~~the ~~have~~effective adate ~~material~~of ~~adverse~~the ~~effect~~Plan, on(iii) 45 days after the ~~Company's~~Petition ~~business~~Date if no final debtor-in-possession order (“DIP Order”) has been entered, and ~~financial~~(iv) ~~condition~~the time determined by an acceleration as a result of an event of default.

The DIP Credit Agreement includes certain customary representations and warranties, affirmative covenants and events of default, including but not limited to, payment defaults, breach of representations and warranties, covenant defaults, cross-defaults to certain debt, certain bankruptcy-related events, certain events under ERISA, material judgments and a change of control. If an event of default occurs, the lenders under the DIP Credit Agreement will be entitled to take various actions, including the acceleration of all amounts due under the DIP Credit Agreement and all actions permitted to be taken under the loan documents or applicable law, subject to the terms of the DIP Order.

As of January 31, 2024, we have borrowed the entirety of the $32.0 million of available loans under the DIP Facility. On the effective date of the Plan, we expect to convert certain outstanding amounts owed under the DIP Credit Agreement, as well as certain other prepetition obligations, into loans under the Exit Credit Facility in accordance with the terms of the Plan. See “—Anticipated Post-Emergence Debt” in this Part II, Item 7.

~~The~~New ~~2027~~Receivables Notes are not a registered security and there are no plans to register the 2027 Notes under the Securities Exchange Act in the future. As a result, Rule 3-10 and Rule 3-16 of Regulation S-X promulgated by the SEC is not applicable and no separate financial statements are required for the guarantor subsidiaries. Facility

~~During~~On January 9, 2024, we amended the ~~second~~Old ~~quarter~~Receivables ofFacility ~~2022~~agreements to, among other things, increase the ~~Company~~available ~~repurchased~~financing limit from $1075.0 million ofto ~~its~~$100.0 ~~2027~~million, ~~Notes~~extend ~~through~~the ~~open~~facility ~~market~~revolving ~~purchases. This~~period ~~repurchase~~termination ~~activity~~date ~~generated~~from aJuly ~~gain~~15, on2024 ~~retirement~~to ofJanuary 9, 2026 and remove the ~~2027~~financial ~~Notes~~covenants infor the ~~amount~~period of $0the Chapter 11 Cases (the “New Receivables Facility”).~~6 million.~~ AsThe ofNew ~~any~~Receivables ~~reporting~~Facility ~~period,~~was approved by an order of the ~~unamortized~~Bankruptcy ~~premium~~Court. onThe terms of the ~~2027~~New ~~Notes~~Receivables isFacility ~~reflected~~are onsubstantially similar to the ~~balance~~terms ~~sheet~~of asthe anOld ~~addition~~Receivables Facility, subject to certain amendments relating to the ~~$460.0 million~~Chapter ~~2027~~11 ~~Notes~~Cases.

The ~~Credit~~revolving period under the New Receivables Facility expires on January 9, 2026. The New Receivables Facility will terminate on the effective date of the Plan, unless certain amendments are entered into and other specified exit conditions are satisfied.

~~The~~We ~~Term~~continue Bto use the New Receivables Facility to provide day-2to-day ~~Loan~~operating ~~requires~~liquidity ~~mandatory~~during ~~prepayments~~the ~~equal~~Chapter 11 Cases and to aenable ~~percentage~~us to continue our business operations in the ordinary course. As of ~~Excess~~January ~~Cash~~31, ~~Flow~~2024, ~~subject~~we tohave ~~incremental~~$75.0 ~~step-downs,~~million ~~depending~~of onoutstanding ~~the~~principal ~~Consolidated~~investments ~~Net~~under ~~Secured~~the ~~Leverage~~New ~~Ratio~~Receivables Facility. ~~The~~ ~~Excess~~We ~~Cash~~intend ~~Flow~~to ~~payment~~fulfill isthe ~~based~~exit onconditions of the ~~Excess~~New ~~Cash~~Receivables ~~Flow~~Facility and to keep the ~~Consolidated~~New ~~Net~~Receivables ~~Secured~~Facility ~~Leverage~~in ~~Ratio~~place ~~for~~following the ~~prior~~effective ~~year. We~~date ~~made~~of ~~our~~the ~~first~~Plan. ~~Excess~~See ~~Cash~~“—Anticipated ~~Flow~~Post-Emergence ~~payment~~Debt” in ~~the~~this ~~first~~Part ~~quarter~~II, ofItem ~~2020~~7.

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

~~Failure~~Exit ~~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~~We ~~event~~expect ofto ~~default~~enter ~~could~~into ~~have~~the aExit ~~material~~Credit ~~adverse~~Facility ~~effect~~upon onemergence ~~our~~from ~~business~~Chapter ~~and~~11 ~~financial~~protection, ~~condition~~which will provide for term loans in an aggregate amount of $250.0 Wemillion ~~may~~and ~~seek~~consisting ~~from~~of ~~time~~(i) toapproximately ~~time~~$25.0 tomillion ~~amend~~in ~~our~~first-out ~~Credit~~exit ~~Facility~~term orloans ~~obtain~~and ~~other~~(ii) ~~funding~~approximately or$225.0 ~~additional~~million ~~funding,~~in ~~which~~second-out ~~may~~exit ~~result~~term loans, in ~~higher~~each ~~interest~~case ~~rates~~subject onto ~~our~~certain ~~debt~~adjustment mechanisms. ~~However,~~ weThe ~~may~~first-out ~~not~~exit term loans will be ~~able~~comprised toof doconverted soDIP onFacility ~~terms~~claims, and only first lien lenders that are ~~acceptable~~also orlenders tounder the ~~extent~~DIP ~~necessary~~Credit toAgreement ~~avoid~~will ahave ~~default,~~the ~~depending~~option ~~upon~~to ~~conditions~~participate in the ~~credit~~first-out ~~markets,~~exit ~~the~~term ~~length~~loans. ~~and~~Holders ~~depth~~of first lien loans will have a portion of ~~the~~their ~~market~~prepetition ~~reaction~~claims toconverted into the ~~COVID~~second-19out ~~pandemic~~exit ~~and~~term ~~our~~loans ~~ability~~under the Plan. The Exit Credit Facility will allow us to ~~compete~~obtain ina ~~this~~senior-secured ~~environment~~revolver facility of up to $50.0 million.

The ~~Credit~~first-out ~~Facility~~exit term loans will be secured by a lien on substantially all our assets after the Restructuring, will mature four years after the effective date of the Plan and will accrue interest at a SOFR plus an applicable margin of 7.00%, subject to standard ARRC credit spread adjustments. The second-out ~~Amendment~~exit Noterm loans will be secured on the same basis as, but will be subordinated in right of payment to, the first-out exit term loans, will mature five years after the effective date of the Plan and will accrue interest at a SOFR rate plus an applicable margin of 6.00%, 5subject to standard ARRC credit spread adjustments.

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

~~(a)~~Upon ~~amended~~emergence ~~our~~from ~~financial~~Chapter ~~covenants~~11 ~~under~~protection, ~~the~~and ~~Credit~~subject ~~Agreement~~to ~~by:~~the ~~(i)~~terms ~~suspending~~and conditions of the ~~testing~~Plan, we and certain of ~~the~~our ~~Consolidated~~subsidiaries ~~Net~~will ~~First~~enter ~~Lien~~into ~~Leverage~~further ~~Ratio~~amendments ~~(as~~to ~~defined~~the inNew Receivables Facility (the ~~Credit~~“Exit ~~Agreement~~Receivables Facility”). ~~through~~The terms of the ~~Test~~Exit ~~Period~~Receivables ~~(as~~Facility ~~defined~~will inbe substantially similar to the ~~Credit~~terms ~~Agreement)~~of ~~ending~~the ~~December~~New 31Receivables Facility, ~~2020;~~except ~~(ii)~~as ~~adding~~follows: acertain ~~new~~provisions ~~minimum~~of ~~liquidity~~the ~~covenant~~Old ofReceivables ~~$75.0~~Facility ~~million~~documents ~~until~~that ~~December~~were ~~31,~~not ~~2021,~~in oreffect ~~such~~under ~~earlier~~the ~~date~~New asReceivables weFacility ~~may~~documents ~~elect~~during (the ~~"Covenant~~Chapter ~~Relief~~11 ~~Period");~~Cases ~~and~~will ~~(iii)~~be ~~imposing~~reintroduced, and certain ~~restrictions~~new ~~during~~financial ~~the~~covenants ~~Covenant~~will ~~Relief~~be ~~Period~~introduced, including ~~among~~a ~~other~~requirement ~~things,~~to ~~certain~~maintain ~~limitations~~tangible onnet ~~incurring~~worth ~~additional~~at ~~indebtedness~~a ~~and~~level ~~liens,~~at ~~making~~least ~~restricted~~equal ~~payments~~to or50% ~~investments,~~of ~~redeeming~~the ~~notes~~tangible ~~and~~net ~~entering~~worth ~~into~~as ~~certain~~determined ~~sale~~after the effective date of the Plan, and ~~lease-back~~the ~~transactions;~~requirement for us to maintain a minimum liquidity of $25.0 million.

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

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

The Credit Facility - Amendment No. 6

On March 5, 2021, Audacy Capital Corp., entered into an amendment ("Amendment No. 6") to the Credit Agreement, dated October 17, 2016 (as previously amend, the "Existing Credit Agreement" and, as amendment 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, we were 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 covenant relief period provided by this amendment has expired.

Accounts Receivable Facility

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

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

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

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

The Agreements contain representations, warranties and covenants that are customary for bankruptcy-remote securitization transactions, including covenants requiring Audacy Receivables to be treated at all times as an entity separate from the Originators, Audacy Operations, the Company or any of its other affiliates and that transactions entered into between Audacy Receivables and any of its affiliates shall be on arm’s-length terms. The Receivables Purchase Agreement also contains customary default and termination provisions which provide for acceleration of amounts owed under the Receivables Purchase Agreement upon the occurrence of certain specified events with respect to Audacy Receivables, Audacy Operations, the Originators, or the Company, including, but not limited to: (i) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios. Specifically, the Receivables Facility requires the Company to comply with a maximum Consolidated Net First-Lein Leverage Ratio that cannot exceed 4.0 times at December 31, 2022. As of December 31, 2022, the Company’s Consolidated Net First-Lein Leverage Ratio was 3.9 times. The Receivables Facility also requires the Company to maintain a minimum tangible net worth, as defined within the agreement, of at least $300.0 million. Additionally, the Receivables Facility requires the Company to maintain minimum liquidity of $25.0 million. This threshold was previously $75.0 million but was amended on January 27, 2023 reducing the minimum liquidity to $25.0 million.

We have agreed to guarantee the performance obligations of Audacy Operations and the Originators under the Receivables Facility documents. We have not agreed to guarantee any obligations of Audacy Receivables or the collection of any of the receivables and will not be responsible for any obligations to the extent the failure to perform such obligations by Audacy

Operations or any Originator results from receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness or other financial inability to pay of the related obligor.

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

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

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

The 2029 Notes

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

We used net proceeds of the offering, along with cash on hand, to: (i) repay $77.0 million of existing indebtedness under the Term B-2 Loan; (ii) repay $40.0 million of drawings under the Revolver; and (iii) fully redeem all of 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, 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.

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

The Senior Notes

Simultaneously with entering into the Merger and assuming the Credit Facility on November 17, 2017, we also assumed the Senior Notes that mature on November 1, 2024, in the amount of $400.0 million (the "Senior Notes"). The Senior Notes, which were originally issued by CBS Radio (now 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 will be 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 year ended December 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 this 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.

Potential Liability Management Transactions

We are currently exploring, and expect to continue to explore, a variety of transactions to provide us with additional liquidity or to manage our liabilities, which could include extending maturities or otherwise reorganizing our debt to decrease overall leverage. These alternatives include refinancings, exchange offers, consent solicitations, the issuance of new indebtedness, amendments to the terms of our existing indebtedness and/or other transactions. In conjunction with any such transactions, we may seek consents to amend the documents governing our indebtedness to amend or eliminate certain covenants or collateral provisions. Because the terms of any such transactions will be subject to negotiations with the holders of our indebtedness, they may differ materially from those described above and are, to a large extent, outside of our control. We cannot assure you that we will enter into or consummate any such liability management transactions or that we will be successful in reducing our debt, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.

Operating Activities

Net cash flows used by operating activities ~~during~~for ~~2022~~the ~~and~~year ~~2021~~ended December 31, 2023 were $065.52 million and net cash flows provided by operating activities for the year ended December 31, 2022 were $590.35 million~~, respectively~~.

The cash flows used in operating activities for the year ended December 31, 2023 decreased primarily due to: ~~(i)~~the an increase in net ~~gain~~loss, onas ~~disposals~~adjusted offor ~~assets~~certain ofnon-cash ~~$39.4~~charges ~~million;~~and ~~(ii)~~income antax benefits. This increase in ~~gain~~net onloss ~~remeasurement~~was ofdriven ~~contingent~~by ~~consideration~~a ofreduction ~~$9.9~~in ~~million;~~revenue ~~(iii)~~and aincreased ~~decrease~~expenses inrelated ~~net~~to ~~gains~~liability onmanagement ~~deferred~~and ~~compensation~~restructuring ~~of $8~~charges.5 ~~million;~~Refer ~~(iv)~~to a"Management's ~~decrease~~Discussion inand ~~loss~~Analysis onof ~~extinguishment~~Financial ofCondition ~~debt~~and Results of ~~$8.2~~Operations ~~million;~~— ~~and~~The ~~(v)~~Year an2023 ~~increase~~as inCompared ~~net~~to ~~investment~~the inYear ~~working~~2022" ~~capital~~for ofadditional ~~$2.1~~information ~~million~~regarding our operations.

These decreases in cash flows used in operating activities were partially offset by a decrease in net loss, as adjusted for certain non-cash charges and income tax benefits of $15.5 million and an increase in depreciation and amortization of $13.5 million35

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

The decrease in net loss, as adjusted for certain non-cash charges and income tax benefits is primarily attributable to an increase in net loss of $137.1 million which is offset by: (i) an increase in impairment loss of $178.3 million; (ii) an increase in deferred tax benefits of $56.7 million and an increase

Investing Activities

Net cash flows used in investing activities ~~were~~for ~~$27.3~~the ~~million~~years ended December 31, 2023 and December 31, 2022 were $~~125~~5.1 million ~~in 2022~~ and ~~2021~~$27.3 million, respectively.

During ~~2022~~the year ended December 31, ~~net~~2023, cash flows used in investing activities ~~decreased~~of ~~primarily~~$48.2 ~~due~~million ~~to:~~were ~~(i)~~used anto ~~increase~~purchase additions in property equipment and software and were partially offset by $43.1 million of cash proceeds received from ~~the~~our ~~sale~~2023 sales of property, equipment, intangibles and other assets. During the year ended December 31, 2022, cash flows used in investing activities of $5280.38 million; ~~and~~were ~~(ii)~~used ato ~~decrease~~purchase inadditions ~~purchases~~to ofproperty ~~business~~equipment and ~~audio~~software ~~assets~~and ofan additional $495.80 million ,was ~~partially~~used ~~offset~~to bypurchase anbusiness ~~increase~~and inaudio assets. These additions towere ~~property~~partially ~~and~~offset ~~equipment~~by cash proceeds of $458.26 million received from our 2022 dispositions (see Note 3, Acquisitions and Dispositions for additional information).

Financing Activities

Net cash flows provided by financing activities for the years ended December 31, 2023 and December 31, 2022 were $7040.60 million and $9470.36 million ~~for 2022 and 2021~~, respectively.

During ~~2022~~the year ended December 31, 2023, net cash flows provided by financing activities ~~decreased~~were primarily due to~~: (i)~~ a ~~decrease in cash outflows related to the redemption of fixed rate debt of~~ $~~390~~39.0 million; ~~(ii)~~borrowing aunder ~~decrease~~the inOld ~~payments~~Revolver ~~against~~in the ~~Revolver~~second quarter of ~~$101.3~~2023 ~~million;~~and ~~(iii)~~an aadditional ~~decrease~~borrowing of ~~payments of long-term debt of~~ $~~121~~1.61 million; ~~(iv)~~during athe ~~decrease~~fourth inquarter ~~borrowing~~of ~~under~~2023. During the ~~Revolver~~year ofended ~~$2.0~~December 31, ~~million;~~2022, ~~(v)~~net acash ~~decrease~~flows inprovided ~~payments~~by offinancing ~~call~~activities ~~premiums~~was ~~and~~primarily ~~other~~due ~~fees~~to of $14105.50 million; ~~and~~of ~~(vi)~~borrowings aunder ~~decrease~~the inOld ~~payments~~Revolver, ~~for~~partially ~~debt~~offset ~~issuance~~by ~~costs of~~ $1022.57 million. ~~These~~of ~~increases~~repayments inon ~~cash~~the ~~flows~~Old ~~provided~~Revolver, by$10.0 ~~financing~~million ~~activities~~for ~~were~~the ~~partially~~repurchase ~~offset~~of ~~by:~~Old ~~(i)~~2027 aNotes ~~decrease~~through inopen ~~proceeds~~market ~~from~~purchases ~~issuance~~and ~~of long term debt of~~ $~~585~~1.09 million; ~~and~~of ~~(ii)~~purchases aof ~~reduction~~vested inemployee ~~proceeds~~restricted ~~from~~stock ~~the borrowing under the Receivables Facility of $75~~units.~~0 million.~~

Income Taxes

38Under the CARES Act, we were able to carry back our 2020 federal income tax loss to prior tax years and filed two refund claims with the IRS for $20.4 million. During the year ended December 31, 2022, we received a federal tax refund of approximately $15.2 million. We did not make any federal income tax payments in 2023 or 2022 primarily as a result of the availability of NOLs to offset our federal taxable income.

~~Under~~For ~~the CARES Act, we were able to carry back our 2020~~ federal income tax ~~loss~~purposes, tothe ~~prior~~acquisition ~~tax~~of ~~years~~CBS ~~and~~Radio ~~filed~~was 2treated ~~refund~~as ~~claims~~a ~~with~~reverse ~~the~~acquisition ~~IRS~~which ~~for~~caused ~~$20.4~~us ~~million. During~~to ~~the~~undergo ~~year~~an ~~ended~~ownership ~~December 31,~~change ~~2022,~~under weSection 382 ~~received a federal tax refund~~ of ~~approximately~~the ~~$15~~Code.2 ~~million. We~~This ~~did~~ownership ~~not~~change ~~make~~will ~~any~~limit ~~federal income tax payments in 2022 primarily as a result of~~ the ~~availability~~utilization of our NOLs tofor ~~offset~~post-acquisition ~~our~~tax ~~federal taxable income~~years.

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 (the "Code"). This ownership change will limit the utilization of our NOLs for post-acquisition tax years.

Dividends

~~Following~~Our ~~the payment of the~~ quarterly dividend ~~for~~program ~~the~~has ~~first~~been ~~quarter~~suspended ofduring ~~2020,~~the weyears ~~suspended~~2023 ~~our~~and ~~quarterly dividend program~~2022. 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~~the ~~Credit~~Plan ~~Facility,~~and ~~the~~under ~~Notes~~any ~~and~~credit ~~the~~agreements ~~Senior~~we ~~Notes~~enter into in connection with our emergence from Chapter 11 protection.

See Liquidity under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1210, Long-Term Debt, in the accompanying notes to our audited consolidated financial statements.

Share Repurchase Programs

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. Shares repurchased by us under the 2017 Share Repurchase Program will be at our discretion based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in our Old Credit Facility, the Old 2027 Notes and the Old 2029 Notes.

During the years ended December 31, ~~2022~~2023 and ~~2021~~2022, we did not repurchase any shares under the 2017 Share Repurchase Program. As of December 31, ~~2022~~2023, $41.6 million is available for future share repurchase under the 2017 Share Repurchase Program.

Capital Expenditures

Capital expenditures for ~~2022,~~2023 ~~2021,~~ and ~~2020~~2022, were $8048.82 million, ~~$76.6 million~~ and $3080.8 million, respectively.

Credit Rating Agencies

On a continuing basis, Standard and Poor’s, Moody’s Investor Services and other rating agencies may evaluate our ~~indebtedness~~debt in order to assign a credit rating. Any significant downgrade in our credit rating could adversely impact our future liquidity by limiting or eliminating our ability to obtain debt financing.

Contractual Obligations

The following table reflects a summary of our contractual obligations as of December 31, 2023:

Payments Due By Period

Contractual Obligations:

Total

Less than1 Year

1 to 3Years

3 to 5Years

More Than5 Years

Long-term debt obligations (1)

21,~~245~~929,~~175~~222

951,~~777~~929,222

~~971,135~~—

~~592,700~~—

~~585,563~~—

Operating lease obligations (2)

~~279~~284,~~991~~217

53,~~136~~118

9093,~~668~~990

6566,~~054~~857

7170,~~133~~252

Purchase obligations (3)

~~556~~528,~~780~~985

~~240~~203,~~335~~464

~~230~~256,~~662~~449

6266,~~669~~872

232,~~114~~200

Other long-term liabilities (4)

~~479~~125,~~405~~563

—118

~~771~~1,290

—1,127

~~478~~123,~~634~~028

Total

32,~~561~~867,~~351~~987

~~389~~2,~~248~~185,922

1351,~~293,236~~729

~~720~~134,~~423~~856

1195,~~158,444~~480

(1) As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The ~~total~~filing ~~amount~~of ~~reflected~~the inChapter 11 Cases on January 7, 2024 constituted an event of default with respect to the ~~above~~Company's ~~table~~existing ~~includes~~debt ~~principal~~obligations other than its accounts receivable facility, which accounted for $75.0 million of the Company's consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the accounts receivable facility) became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all other prepetition obligations of the Debtors are subject to settlement under the Plan which was confirmed by the Bankruptcy Court on February 20, 2024. Prior to the filing of the Chapter 11 Cases, the Company elected to utilize certain grace periods for certain interest payments under its debt agreements and obtained extensions of certain grace periods and amendments to certain requirements under those agreements as further described in Note 10, Long-Term Debt.

~~a.Our~~(2) The ~~Credit~~operating ~~Facility~~lease ~~had~~obligations ~~outstanding~~represent ~~indebtedness~~scheduled infuture ~~the~~minimum ~~amount~~operating oflease ~~$632.4~~payments ~~million~~ under ~~our~~non-cancellable ~~Term~~operating ~~B-2~~leases, ~~Loan~~including ~~and~~rent ~~$180~~obligations under escalation clauses.0 ~~million outstanding~~The ~~under~~minimum ~~our~~lease ~~Revolver~~payments asdo ofnot ~~December 31,~~include ~~2022.~~common ~~The~~area ~~maturity~~maintenance, ~~under~~variable ~~our~~real ~~Credit~~estate ~~Facility~~taxes, ~~could~~insurance beand ~~accelerated~~other ifcosts for which we domay ~~not~~be ~~maintain~~obligated ~~compliance~~as ~~with~~most ~~certain~~of ~~covenants.~~these ~~The~~payments ~~principal~~are ~~maturities~~primarily ~~reflected~~variable rather than fixed.

39(3) We have purchase obligations that include contracts primarily for music licensing fees, ratings services, sports programming rights, key personnel, on-air personalities and other software and equipment maintenance and certain other operating contracts.

~~exclude~~(4) Included ~~any~~within ~~impact~~total ~~from~~other ~~required~~long-term ~~principal~~liabilities ~~payments~~of ~~based~~$125.6 ~~upon~~million ~~our~~are ~~future~~deferred ~~operating~~income ~~performance~~tax liabilities of $101.9 ~~The~~million. It is impractical to determine whether there will be a cash impact to an individual year. Therefore, deferred income tax liabilities, together with liabilities for deferred compensation and uncertain tax positions (other than the amount of unrecognized tax benefits that are subject to the expiration of various statutes of limitation over the next 12 months) are reflected in the above table ~~includes~~in ~~projected~~the ~~interest~~column ~~expense~~labeled ~~under~~as “More Than 5 Years.” See Note 16, Income Taxes, in the ~~remaining~~accompanying ~~term~~notes ofto our ~~Credit~~audited ~~Facility~~consolidated financial statements for a discussion of deferred tax liabilities.

b.Under our 2027 Notes, the maturity could be accelerated under an event of default or could be repaid in cash by us at our option prior to maturity. The above table includes projected interest expense under the remaining term of the agreement.

c.Under our 2029 Notes, the maturity could be accelerated under an event of default or could be repaid in cash by us at our option prior to maturity. The above table includes projected interest expense under the remaining term of the agreement.

(2) The operating lease obligations represent scheduled future minimum operating lease payments under non-cancellable operating leases, including rent obligations under escalation clauses. The minimum lease payments do not include common area maintenance, variable real estate taxes, insurance and other costs for which the Company may be obligated as most of these payments are primarily variable rather than fixed.

(3) We have purchase obligations that include contracts primarily for on-air personalities and other key personnel, ratings services, sports programming rights, software and equipment maintenance and certain other operating contracts.

(4) Included within total other long-term liabilities of $479.4 million are deferred income tax liabilities of $453.4 million. It is impractical to determine whether there will be a cash impact to an individual year. Therefore, deferred income tax liabilities, together with liabilities for deferred compensation and uncertain tax positions (other than the amount of unrecognized tax benefits that are subject to the expiration of various statutes of limitation over the next 12 months) are reflected in the above table in the column labeled as “More Than 5 Years.” See Note 18, Income Taxes, in the accompanying notes to our audited consolidated financial statements for a discussion of deferred tax liabilities.

Off-Balance Sheet Arrangements

As of December 31, ~~2022~~2023, and as of the date this report was filed, 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 December 31, ~~2022~~2023. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Market Capitalization

As of December 31, ~~2022~~2023, and ~~2021~~2022, our total equity market capitalization was approximately $323.74 million and $~~363~~32.67 million, respectively, which was approximately $~~488~~618.02 million ~~lower~~higher and $~~289~~488.80 million lower, respectively, than our book equity value on those dates. As of December 31, ~~2022~~2023, and ~~2021~~2022, our stock price was $0.2368 per share and $26.5777 (adjusted for the June 30, 2023 reverse stock split) per share, respectively.

Intangibles

As of December 31, ~~2022~~2023, approximately 6645% of our total assets consisted of radio broadcast licenses and goodwill, the value of which depends significantly upon the operational results of our business. We could not operate our radio stations without the related FCC license for each station. FCC licenses are subject to renewal every eight years. Consequently, we continually monitor the activities of our stations to ensure they comply with all regulatory requirements. See Part I, Item 1A, “Risk Factors”, for a discussion of the risks associated with the renewal of licenses.

Inflation

Inflation has affected our performance by increasing our radio station operating expenses in terms of higher costs for wages and multi-year vendor contracts with assumed inflationary built-in escalator clauses. The exact effects of inflation, however, cannot be reasonably determined. There can be no assurance that a high rate of inflation in the future would not have an adverse effect on our profits, especially since our Exit Credit Facility is variable rate.

Recent Accounting Pronouncements

For a discussion of recently issued accounting standards, see Note 2, Significant Accounting Policies, in the accompanying consolidated financial statements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates under different circumstances or by using different assumptions.

We consider the following policies to be important in understanding the judgments involved in preparing our consolidated financial statements and the uncertainties that could affect our financial position, results of operations or cash flows:

Revenue Recognition

We generate 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.

Revenue is derived primarily from the sale of commercial airtime to local and national advertisers. We recognize revenue when we satisfy a performance obligation by transferring control over a product or service to a customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those products or services. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts.

Revenues presented in ~~the~~our consolidated financial statements are reflected on a net basis, after the deduction of advertising agency fees by the advertising agencies. We also evaluate when it is appropriate to recognize revenue based on the gross amount invoiced to the customer or the net amount retained by us 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 we recognize revenue at the point in time when the advertisement is broadcast. For event revenues, we recognize revenues at a point in time, as the event occurs. For sponsorship revenues, we recognize 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, we account 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 we separately sell the commercial broadcast time, digital advertising, or digital product and marketing solutions.

Advertiser payments received in advance of when the products or services are delivered are recorded on our balance sheet as unearned revenue.

Allowance for Doubtful Accounts

Accounts receivable primarily consist of receivables from contracts with customers for the sale of advertising time. Receivables are initially recorded at the transaction amount. Each reporting period, we evaluate the collectability of the receivables and record an allowance for doubtful accounts, which represents our estimate of the expected losses that result from possible default events over the expected life of a receivable. We establish our allowance for doubtful accounts based upon our collection experience and the assessment of the collectability of specific amounts. Changes to the allowance for doubtful accounts are made by recording charges to bad debt expense and are reported in the station operating expenses and corporate general and administrative expenses line items.

Radio Broadcasting Licenses and Goodwill

We have made acquisitions in the past for which a significant amount of the purchase price was allocated to broadcasting licenses and goodwill assets. As of December 31, ~~2022~~2023, we have recorded approximately $2858.27 ~~billion~~million in radio broadcasting licenses and goodwill, which represented approximately 6645% of our total assets as of that date. We must conduct impairment testing at least annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired, and charge to operations an impairment expense in the ~~periods~~period in which the recorded value of these assets is more than their fair value. Any such impairment could be material. After an impairment expense is recognized, the recorded value of these assets will be reduced by the amount of the impairment expense and that result will be the assets’ new accounting basis.

~~For~~Broadcasting ~~goodwill,~~Licenses ~~we use qualitative~~ and ~~quantitative approaches when testing goodwill for impairment.~~Goodwill WeImpairment perform a qualitative evaluation of events and circumstances impacting each reporting unit to determine the likelihood of goodwill impairment. Based on that qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative goodwill impairment test. We perform quantitative goodwill impairment tests for reporting units at least once every three years. Test

We believe our estimate of the value of our radio broadcasting licenses and reporting units is an important accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future performance of our stations.

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

In evaluating whether events or changes in circumstances indicate that an interim impairment assessment is required, we consider several factors in determining whether it is more likely than not that the carrying value of our broadcasting licenses or goodwill exceeds the fair value of our broadcasting licenses or goodwill, respectively. The analysis considers: (i) macroeconomic conditions such as deterioration in general economic conditions, limitations on accessing capital, or other developments in equity and credit markets; (ii) industry and market considerations such as deterioration in the environment in which we operate, an increased competitive environment, a change in the market for our products or services, or a regulatory or political development; (iii) cost factors such as increases in labor or other costs that have a negative effect on earnings and cash flows; (iv) overall financial performance such as negative or declining cash flows or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods; (v) other relevant entity-specific events such as changes in management, key personnel, strategy, or customers, bankruptcy, or litigation; (vi) events affecting a reporting unit such as a change in the composition or carrying amount of our net assets; and (vii) a sustained decrease in our share price.39

We evaluate the significance of identified events and circumstances on the basis of the weight of evidence along with how they could affect the relationship between the carrying value of our broadcasting licenses and goodwill and their respective fair value amounts, including positive mitigating events and circumstances. Based on this qualitative evaluation, if we determine it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, no further evaluation is necessary. Otherwise, we perform a quantitative impairment test. At a minimum, we perform quantitative broadcasting licenses and goodwill impairments for reporting units annually.

~~Subsequent~~In ~~to the annual impairment test conducted during the fourth quarter of 2019~~2022, we ~~continued~~evaluated towhether ~~monitor these factors listed above. Due to~~ the ~~current~~facts ~~economic~~ and ~~market~~circumstances ~~conditions related to the COVID-19 pandemic,~~ and aavailable ~~contraction~~information inresulted ~~the expected future economic and market conditions utilized~~ in the ~~annual~~need ~~impairment~~for ~~test conducted in the fourth quarter of 2019, we determined that the changes in circumstances warranted~~ an ~~interim~~ impairment assessment onfor our FCC broadcasting licenses, ~~during~~particularly the ~~second~~results ~~quarter~~ of ~~2020.~~operations, ~~Due~~increase ~~to changes~~ in ~~facts~~interest rates and ~~circumstances,~~related weimpact ~~revised~~on ~~our~~the ~~estimates~~weighted ~~with~~average ~~respect~~cost toof ~~projected~~capital ~~operating~~and ~~performance~~changes ~~and~~in ~~discount~~stock ~~rates~~price. ~~used~~We inconcluded ~~the~~an interim impairment assessment. ~~During~~was ~~the second quarter of 2020~~warranted, weand completed an interim impairment ~~test~~assessment for our broadcasting licenses at the market level ~~using the Greenfield method~~. As a result of this interim impairment assessment, we determined that the fair value of our broadcasting licenses was less than the amount reflected in the balance sheet for certain of our markets and, accordingly, recorded an impairment loss of $4159.1 million, ($3116.07 million, net of tax) during the third quarter of 2022.

Subsequent to the interim impairment assessment conducted during the second quarter of 2020, we continued to monitor these factors listed above. Due to the current economic and market conditions related to the COVID-19 pandemic, and a further contraction in the expected future economic and market conditions utilized in the interim impairment assessment conducted in the second quarter of 2020, primarily a decrease in market-specific revenue forecasts, we determined that changes in circumstances warranted an interim impairment assessment on certain of our broadcasting licenses during the third quarter of 2020. During the ~~third~~fourth quarter of ~~2020~~2022, we completed anthe ~~interim~~annual impairment test for ~~certain of~~ our broadcasting licenses atand ~~the market level using the Greenfield method. As a result of this interim impairment assessment, we~~ determined that the fair value of our broadcasting licenses was ~~less~~greater than the amount reflected in the balance sheet for ~~certain~~each ofmarket ~~our markets~~ and, accordingly, ~~recorded~~no an impairment ~~loss~~was ~~of $11~~recorded.~~8 million, ($8.7 million, net of tax).~~

42In the second quarter of 2023, we determined that there was a need for an impairment assessment based on the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price. As a result of this second quarter assessment, we concluded that the fair value of our broadcasting licenses was less than the amount reflected in the balance sheet for certain of our markets and, accordingly, recorded an impairment of $124.8 million ($91.5 million, net of tax) in the second quarter of 2023.

InDuring ~~connection~~the ~~with~~third ~~our~~quarter ~~annual~~of ~~impairment~~2023, ~~assessment~~we ~~conducted~~determined ~~during~~that ~~the~~there ~~fourth~~was ~~quarter~~a ofneed ~~2020,~~for wean ~~continued~~impairment toassessment ~~evaluate~~based ~~the~~on ~~appropriateness~~results of ~~the~~operations, ~~key~~increase ~~assumptions~~in ~~used~~interest torates ~~develop~~and ~~the~~related ~~fair~~impact ~~values~~on ofthe ~~our~~weighted ~~broadcasting~~average ~~licenses. After~~cost ~~further consideration~~ of ~~the~~capital ~~impact~~and ~~that~~changes ~~the~~in ~~COVID-19~~market ~~pandemic~~data ~~continues~~used to ~~have~~derive on the ~~broadcast~~forecasts ~~industry,~~of wefuture ~~concluded~~performance. itAs ~~was~~a ~~appropriate~~result toof ~~revise~~this ~~the~~third ~~discount~~quarter ~~rate used. This change~~assessment, ~~which~~we ~~resulted~~concluded inthat anthe ~~increase~~fair tovalue ~~the~~of ~~discount~~our ~~rate~~broadcasting ~~used,~~licenses was ~~made~~less tothan ~~reflect~~the ~~current~~amount ~~rates~~reflected ~~that~~in athe ~~market~~balance ~~participant~~sheet ~~could~~for ~~expect~~certain markets and, ~~further~~accordingly, ~~addressed~~recorded ~~forecast~~an ~~risk~~impairment ~~that~~loss ~~exists~~of as$265.8 amillion ~~result~~($194.9 million, net of tax) during the ~~COVID-19~~third ~~pandemic~~quarter of 2023.

During the fourth quarter of ~~2020~~2023, we determined that continued deterioration in our financial performance, the ~~Company~~finalization ~~completed~~of ~~its~~our ~~annual~~enterprise-wide ~~impairment~~forecast ~~test~~in ~~for~~anticipation ~~broadcasting~~of ~~licenses~~an atimminent ~~the~~bankruptcy filing, near final negotiation with our lenders, and deterioration in radio and broadcast market ~~level~~valuations ~~using~~indicated ~~the~~that ~~Greenfield~~incremental ~~method~~risk existed related to our ability to meet our forecasts supporting our broadcast license assets. AsThis risk was reflected primarily in reductions in our long-term growth rate and a ~~result~~further increase in the company specific risk included in the weighted average cost of ~~this~~capital. We performed an annual impairment ~~assessment,~~test ~~the~~for ~~Company~~broadcasting licenses and determined that the fair value of ~~its~~our broadcasting licenses was less than the amount reflected in the balance sheet for certain ~~of the Company's~~ markets and, accordingly, recorded an impairment loss of $~~246~~898.0 9 million, ($~~180~~659.4 2 million, net of tax). Asin ~~a result of this impairment charge, we wrote down~~ the ~~carrying~~fourth ~~value~~quarter of ~~our broadcasting licenses in 38 markets~~2023.

The Company determined that an interim impairment assessment was not required in the year 2021. During the fourth quarter of 2021, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company's markets and, accordingly, no impairment was recorded.

During the third quarter of 2022, the Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for its FCC broadcasting licenses, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted, and completed an interim impairment assessment for its broadcasting licenses at the market level. As a result of this interim impairment assessment, the Company determined that the fair value of its broadcasting licenses was less than the amount reflected in the balance sheet for certain of the Company's markets and, accordingly, recorded an impairment loss of $159.1 million ($116.7 million, net of tax).

During the fourth quarter of 2022, the Company completed its annual impairment test for broadcasting licenses and determined that the fair value of its broadcasting licenses was greater than the amount reflected in the balance sheet for each of the Company’s markets and, accordingly, no impairment was recorded.

We will continue to monitor these relevant factors to determine if any changes in key inputs in the valuation of our broadcasting licenses is warranted.

Methodology - Broadcasting Licenses

We perform our broadcasting license impairment test by using the Greenfield method at the market level. Each market’s broadcasting licenses are combined into a single unit of accounting for purposes of testing impairment, as the broadcasting licenses in each market are operated as a single asset. The broadcasting licenses are assessed for recoverability at the market level. Potential impairment is identified by comparing the fair value of a market's broadcasting license to its carrying value. The Greenfield method is a discounted cash flow approach (a 10-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. Our fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. The cash flow projections for the broadcasting licenses include significant judgments and assumptions relating to the market share and profit margin of an average station within a market based upon market size and station type, the forecasted growth rate of each radio market (including long-term growth rate) and the discount rate. Changes in our estimates of the fair value of these assets could result in material future period write-downs of the carrying value of our broadcasting licenses.

The methodology used by us in determining our key estimates and assumptions was applied consistently to each market. We believe the assumptions identified below are the most important and sensitive in the determination of fair value.

Assumptions and Results – Broadcasting Licenses

Estimates And Assumptions

Fourth Quarter 2022

Third Quarter 2022

Fourth Quarter 2021

Fourth Quarter 2020

Third Quarter 2020

Second Quarter 2020

Discount rate

9.50%

8.50%

7.50%

8.00%

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

18% to 33%

20% to 33%

20% to 36%

24% to 36%

22% to 36%

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

0.0% to 0.6%

0.0% to 0.6

0.0% to 0.6%

0.0% to 0.7%

0.0% to 0.8%

The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year.

Estimates And Assumptions

Fourth Quarter
2023

Third Quarter
2023

Second Quarter
2023

Fourth Quarter
2022

Third Quarter
2022

Discount rate

15.00

10.00

9.50

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

15% to 31%

18% to 32%

18% to 33%

20% to 33%

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

(2.5)% to 0%

(2.0)% to 0%

0% to 1%

0.0% to 0.6%

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

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

The table below presents the percentage within a range by which the fair value exceeded the carrying value of our radio broadcasting licenses as of December 1, 2022, for 43 units of accounting (43 geographical markets) where the carrying value of the licenses is considered material to our financial statements. Markets with an immaterial carrying values were excluded.

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

	Units of Accounting as of December 1, 2022Based Upon the Valuation as of December 1, 2022Percentage Range by Which Fair Value Exceeds the Carrying Value
	0% To5%		GreaterThan 5%To 10%		GreaterThan 10%To 15%		GreaterThan15%
Number of units of accounting	36		3		3		1
Carrying value (in thousands)	$	1,947,616	$	33,129	$	102,569	$	4,174

Broadcasting Licenses Valuation at Risk

~~After~~The ~~the~~tables ~~interim~~below ~~impairment~~present ~~test~~the ~~conducted~~percentage onwithin ~~our~~a ~~broadcasting~~range ~~licenses~~by inwhich the ~~third~~fair ~~quarter~~value ofexceeds ~~2022,~~ the ~~results~~carrying ~~indicated~~value ~~that~~of ~~there~~our ~~were~~broadcasting 41licenses ~~units~~as of ~~accounting~~December 31, ~~where~~2023. ~~the~~Rather ~~fair~~than ~~value~~presenting ~~exceeded~~the ~~their~~percentage ~~carrying~~separately ~~value~~for byeach ~~10%~~unit orof ~~less. In aggregate~~accounting, ~~these~~our 41opinion ~~units~~is ofthat ~~accounting~~this ~~had~~table ain ~~carrying~~summary ~~value~~form ofis ~~$2.0~~more ~~billion~~meaningful atto ~~September~~the ~~30,~~reader ~~2022. As~~in ~~discussed~~assessing ~~above,~~the asrecoverability ~~a result~~ of the ~~interim~~broadcasting ~~impairment~~licenses. ~~assessment~~In ~~conducted~~addition, in the ~~third~~units ~~quarter~~ of ~~2022,~~accounting weare ~~wrote~~not ~~down~~disclosed with the ~~carrying~~specific ~~value~~market ofname ~~our~~as ~~broadcasting~~such ~~licenses~~disclosure incould 38be ~~markets.~~competitively harmful to us.

44The results of our annual broadcasting license impairment analysis performed during the fourth quarter of 2023 indicated that 45 of our units of accounting were impaired because the carrying value exceeded the fair value. As such, we recorded an impairment charge of $898.9 million. Following the impairment adjustment, we have two units of accounting which have no carrying value. As of December 31, 2023, all 45 accounting units have a carrying value of $794.8 million.

	Units of Accounting as of September 1, 2022Based Upon the Valuation as of September 1, 2022Percentage Range by Which Fair Value Exceeds the Carrying Value
	Units of Accounting as of December 31, 2023Based Upon the Valuation as of December 31, 2023Percentage Range by Which Fair Value Exceeds the Carrying Value
	0% To5%		GreaterThan 5%To 10%		GreaterThan 10%To 15%		GreaterThan15%
	0% To10%		GreaterThan 10%
Number of units of accounting	4145		—		1		1
Carrying value (in thousands)	$	2794,~~019,531~~771	$	—	$	~~4,174~~	$	~~63,783~~

Sensitivity of Key Broadcasting Licenses Assumptions

If we were to assume changes in certain of our key assumptions used to determine the fair value of our broadcasting licenses, the following would be the incremental impact:

Sensitivity Analysis (1)
	Percentage Decrease in Broadcasting Licenses Carrying Value
Increase the discount rate from 9.5% to 10.5%	10.2	%
Increase the discount rate from 15.00% to 16.00%	4.2	%
Reduction in forecasted growth rate (including long-term growth rate) to 0% for all markets	1.7	%
Reduction in forecasted growth rate (including long-term growth rate) by 0.5% for all markets	1.1	%
Reduction in operating profit margin by 10%	26.35	%

(1) Each assumption used in the sensitivity analysis is independent of the other assumptions.

To determine the radio broadcasting industry’s future revenue growth rate for impairment purposes using the Greenfield model, our management uses publicly available information on industry expectations rather than our management’s own estimates, which could differ. The publicly available market information is then allocated based on Company-specific market share. In addition, these long-term market growth rate estimates could vary in each of our markets. Using the publicly available information on industry expectations, each market’s revenues were forecasted over a ten-year projection period to reflect the expected long-term growth rate for the radio broadcast industry, which was further adjusted for each of our markets. If the industry’s growth is less than forecasted, then the fair value of our broadcasting licenses could be negatively impacted.

Operating profit is defined as profit before interest, depreciation and amortization, income tax and corporate allocation charges. Operating profit is then divided by broadcast revenues, net of agency and national representative commissions, to compute the operating profit margin. For the broadcast license fair value analysis, the projections of operating profit margin that are used are based upon industry operating profit norms, which reflect market size and station type. These margin projections are not specific to the performance of our radio stations in a market, but are predicated on the expectation that a new entrant into the market could reasonably be expected to perform at a level similar to a typical competitor. If the outlook for the radio industry’s growth declines, then operating profit margins in the broadcasting license fair value analysis would be negatively impacted, which would decrease the value of the broadcasting licenses.

The discount rate to be used by a typical market participant reflects the risk inherent in future cash flows for the broadcast industry. The same discount rate was used for each of our markets. The discount rate is calculated by weighting the required returns on interest-bearing ~~indebtedness~~debt and common equity capital in proportion to their estimated percentages in an expected capital structure. The capital structure was estimated based upon data available for publicly traded companies in the broadcast industry.

See Note 8, Intangible Assets and Goodwill, in the accompanying notes to our audited consolidated financial statements, for a discussion of intangible assets and goodwill.

Goodwill Impairment Test

InDuring ~~November~~the ~~2020~~second quarter and third quarter of 2023, we ~~completed~~evaluated whether the ~~QLGG~~facts ~~Acquisition. QLGG~~and ~~represents~~circumstances aand ~~separate~~available ~~division~~information ~~one~~resulted ~~level~~in ~~beneath~~ the ~~single~~need ~~operating~~for ~~segment~~an ~~and~~impairment ~~its~~assessment ~~own~~for ~~reporting~~any ~~unit.~~goodwill, ~~For~~particularly the ~~goodwill~~results ~~acquired~~of operations, increase in interest rates and related impact on the ~~QLGG~~weighted ~~Acquisition~~average cost of capital and changes in stock price, ~~similar~~and ~~valuation~~concluded ~~techniques~~an ~~that~~interim ~~were~~impairment ~~applied~~assessment inwas ~~the~~warranted. ~~valuation~~We ofcompleted ~~goodwill~~interim ~~under~~impairment ~~purchase~~assessments ~~price~~for ~~accounting~~our ~~were~~goodwill ~~also~~at ~~used~~the inpodcast reporting unit for the ~~annual~~second ~~impairment~~quarter ~~testing~~and ~~process~~third quarter periods. ~~The~~ ~~valuation~~As a result of ~~the~~these ~~acquired~~interim ~~goodwill~~impairment ~~approximated~~assessments, we determined that the fair value. of our podcast reporting unit was greater than the carrying value, and accordingly, no impairment was recorded.

~~The~~During ~~podcast~~the fourth quarter of 2023, we completed our annual impairment test for our podcasting reporting unit ~~goodwill,~~and ~~primarily~~determined ~~consisting~~that the fair value of ~~acquired~~our ~~goodwill~~podcast ~~from~~reporting unit was greater than the ~~Cadence13~~carrying ~~Acquisition~~value and, ~~Pineapple Acquisition~~accordingly, no impairment was ~~subject~~recorded. toAt aDecember ~~qualitative~~1, 2023, our annual impairment ~~test~~date, ~~conducted~~the inpodcast ~~the~~reporting ~~fourth~~unit ~~quarter~~fair ofvalue ~~2020. As~~approximated aits ~~result~~carrying value.

of the qualitative impairment test, we determined it was more likely than not that the fair value of the podcast reporting unit, consisting of goodwill acquired in the Cadence13 Acquisition and the Pineapple Acquisition exceeded their respective carrying amounts. Accordingly, no quantitative impairment assessment was conducted and no impairment was recorded.

After assessing the totality of events and circumstances listed above, we determined that it was more likely than not that the fair value of our reporting units was greater than their respective carrying amounts. Accordingly, we did not conduct an interim impairment test on our goodwill during 2021.

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

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

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

During the third quarter of 2022, the Company evaluated whether the facts and circumstances and available information result in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted, and completed an interim impairment assessment for its goodwill at the podcast reporting unit and the QLGG reporting unit. As a result of this interim impairment assessment, the Company determined that the fair value of its QLGG reporting unit was less than the amount reflected in the balance sheet and, accordingly, recorded an impairment loss of $18.1 million. As a result of this impairment assessment, the Company no longer has any goodwill attributable to the QLGG reporting unit.

During the fourth quarter of 2022, the Company completed its annual impairment test for its podcasting and AmperWave reporting units and determined that the fair value of the podcast reporting unit and the AmperWave reporting unit was greater than the carrying value and, accordingly, no impairment was recorded.

Methodology - Goodwill

~~The~~We ~~Company~~performed ~~used~~a anquantitative ~~income approach in computing the fair value of the Company's~~ goodwill. ~~This~~impairment ~~approach~~test ~~utilized~~using a discounted cash flow ~~method~~approach byto ~~projecting~~project ~~the~~our ~~Company’s~~ income over a specified time and ~~capitalizing~~capitalize at an appropriate market rate to arrive at an indication of the most probable selling price. Potential impairment is identified by comparing the fair value of ~~the~~each ~~Company's~~ reporting unit to its carrying value, including goodwill. ~~Cash~~ ~~flow~~Our ~~projections~~fair ~~for~~value ~~the~~analysis ~~reporting~~contains ~~unit include significant judgments and~~ assumptions ~~relating~~based toupon ~~projected~~past ~~operating~~experience, ~~profit~~reflects ~~margin~~expectations (including revenue and expense growth rates) and the discount rate. Management believes that this approach is commonly used and is an appropriate methodology for valuing the Company. Factors contributing to the determination of ~~the~~industry ~~Company’s~~observers ~~operating performance were historical performance~~ and~~/or~~ ~~management’s~~includes ~~estimates of future performance.~~

We elected to bypass the qualitative assessment for the interim impairment tests of our podcast reporting unit and QLGG reporting unit and proceeded directly to the quantitative goodwill impairment test by using a discounted cash flow approach (a 5-year income model). Potential impairment is identified by comparing the fair value of each reporting unit to its carrying value. Our fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information. The cash flow projections for the reporting units include significant judgments and assumptions relating to the revenue, operating expenses, projected operating 42

46judgements about future performance using industry normalized information. The cash flow projections for the reporting unit include significant judgments and assumptions relating to the revenue, operating expenses, projected operating profit margins, and the discount rate. Changes in our estimates of the fair value of these assets could result in material future period write-downs of the carrying value of our goodwill. Our management believes that this commonly used approach is an appropriate methodology for our valuation. Factors contributing to the determination of our operating performance were historical performance and/or management’s estimates of future performance.

profit margins, and the discount rate. Changes in our estimates of the fair value of these assets could result in material future period write-downs of the carrying value of our goodwill.

Assumptions and Results - Goodwill

The following table reflects certain key estimates and assumptions used in the interim and annual goodwill impairment assessments of each year:

Estimates And Assumptions

~~Estimates And Assumptions~~

Fourth Quarter 2022

Third Quarter 2022

Fourth Quarter 2021

Fourth Quarter 2020

Fourth Quarter2023

Third Quarter2023

Second Quarter2023

Fourth Quarter2022

Third Quarter2022

Discount rate - podcast reporting unit

1116.00%

11.050%

911.50%

~~not applicable~~11.00%

11.0%

Discount rate - QLGG reporting unit

not applicable

~~13.0~~not applicable

~~12.00%~~not applicable

not applicable

13.0%

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

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

Goodwill Valuation At Risk

Our remaining goodwill as of December 31, ~~2022~~2023 is limited to the goodwill acquired in the ~~Cadence13~~2019 ~~Acquisition~~acquisitions of Cadence13 and Pineapple ~~Acquisition~~Street ~~in 2019~~ and the ~~goodwill~~2021 ~~acquired~~acquisition inof Podcorn totaling approximately $64.0 million allocated to the ~~Podcorn~~podcast ~~Acquisition~~reporting unit and the 2021 acquisition of AmperWave ~~Acquisition~~which inwas ~~2021~~not significant. At December 1, 2023 our annual impairment date, the podcast reporting unit fair value approximated its carrying value.

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

If there were to be 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, these could all be potential indicators of an impairment charge to our remaining goodwill, which could be material, in future periods.

Sensitivity of Key Goodwill Assumptions

If we were to assume changes in certain of our key assumptions used to determine the fair value of our podcasting reporting unit, the following would be the incremental impact:

Sensitivity Analysis (1)
	Percentage Decrease in Reporting Unit Carrying Value
Increase the discount rate from 11.0% to 12.0%	—	%
Increase the discount rate from 16.0% to 17.0%	4.1	%
Reduction in forecasted long-term growth rate to 0%	—	%
Reduction in operating profit margin by 10%	—7.8	%

(1) Each assumption used in the sensitivity analysis is independent of the other assumptions.

As shown in the table above, if we were to assume certain changes in our key assumptions used to determine the fair value of our reporting units, we would not be required to record an impairment charge.

Using publicly available information on industry expectations, each reporting unit’s revenues were forecasted over a five-year projection period to reflect the expected long-term growth rate for each respective reporting unit. If the industry’s growth is less than forecasted, then the fair value of our reporting units could be negatively impacted.

Operating profit is defined as profit before interest, depreciation and amortization, income tax and corporate allocation charges. Operating profit is then divided by revenues, net of costs of goods sold and commissions, to compute the operating profit margin. If the outlook for the reporting units' growth declines, then operating profit margins in the fair value analysis would be negatively impacted, which would decrease the value of the reporting units.

The discount rate to be used by a typical market participant reflects the risk inherent in future cash flows for the podcast reporting unit. The discount rate is calculated by weighting the required returns on interest-bearing ~~indebtedness~~debt and common equity capital in proportion to their estimated percentages in an expected capital structure. The capital structure was estimated based upon data available for publicly traded companies in the podcasting space and the sports betting industry.

See Note 8, Intangible Assets and Goodwill, in the accompanying notes to our audited consolidated financial statements, for a discussion of intangible assets and goodwill.

For a more comprehensive list of our accounting policies, see Note 2, Significant Accounting Policies, accompanying the consolidated financial statements included within this ~~annual~~Annual ~~report~~Report on Form 10-K. Note 2 to our audited consolidated financial statements contains several other policies, including policies governing the timing of revenue and expense recognition, that are important to the preparation of our consolidated financial statements, but do not meet the SEC’s definition of critical accounting policies because they do not involve subjective or complex judgments.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are ~~exposed~~a tosmaller ~~market~~reporting ~~risk~~company ~~from~~as ~~changes~~defined inby ~~interest~~Rule ~~rates~~12b-2 onof ~~our variable rate senior indebtedness (~~the ~~Term~~Exchange ~~B-2~~Act ~~Loan~~ and ~~Revolver).~~are ~~From~~not ~~time~~required to ~~time,~~provide ~~we may seek to limit our exposure to interest rate volatility through~~ the ~~use~~information ofotherwise ~~interest~~required ~~rate~~under ~~hedging~~this ~~instruments~~item.

If the borrowing rates under LIBOR were to increase 1% above the current rates as of December 31, 2022, our interest expense on: (i) our Term B-2 Loan would increase $4.1 million on an annual basis, including any increase or decrease in interest expense associated with the use of derivative hedging instruments as described below; and (ii) our Revolver would increase by $2.5 million, assuming our entire Revolver was outstanding as of December 31, 2022.

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. The notional amount of the hedging transaction reduces in June of each year and as of December 31, 2022, the notional amount was $220.0 million. 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%

Collar

220.0

Floor

0.402%

Jun. 28, 2024

Jun. 28, 2023

90.0

Total

220.0

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

Our credit exposure under our hedging agreements, or similar agreements that 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 we could recognize a loss in the event of nonperformance. Our derivative instrument asset as of December 31, 2022 was $4.0 million.

From time to time, we may 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. As of December 31, 2022, and December 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 Part II, Item 7, above.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our consolidated financial statements, together with related notes and the report of Grant Thornton LLP, our independent registered public accounting firm, are set forth on the pages indicated in Part IV, Item 15.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. 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) under the Exchange Act) that are designed to ensure that: (i) information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and our 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.

Our management has evaluated, with the participation of our ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~Principal ~~financial~~Financial ~~officer~~Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the ~~Securities~~ Exchange Act ~~of 1934~~) as of the end of the period covered by this report, and has concluded that our disclosure controls and procedures were effective as of December 31, ~~2022~~2023.

Changes in Internal Control over Financial Reporting

There has been no change in the Company’s internal controls over financial reporting during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Management has used the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2022~~2023. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, has been audited by Grant Thornton LLP, an independent registered public accounting firm, as stated in their report which appears under Item 15.

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

David J. Field, Chairman, Chief Executive Officer and President

Richard J. Schmaeling, Chief Financial Officer & Executive Vice President

ITEM 9B. OTHER INFORMATION

None.

51ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item 10will isbe ~~incorporated~~provided in ~~this~~an ~~report~~amendment ~~by reference~~ to ~~the~~this ~~applicable information set forth in our proxy statement for the 2023~~ Annual ~~Meeting~~Report ofon ~~Shareholders,~~Form ~~which we expect to file with the SEC prior to 120 days after the end of the fiscal year~~10-K/A.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11will isbe ~~incorporated~~provided in ~~this~~an ~~report~~amendment ~~by reference~~ to ~~the~~this ~~applicable information set forth in our proxy statement for the 2023~~ Annual ~~Meeting~~Report ofon ~~Shareholders,~~Form ~~which we expect to file with the SEC prior to 120 days after the end of the fiscal year~~10-K/A.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by this Item 12will isbe ~~incorporated~~provided in ~~this~~an ~~report~~amendment ~~by reference~~ to ~~the~~this ~~applicable information set forth in our proxy statement for the 2023~~ Annual ~~Meeting~~Report ofon ~~Shareholders,~~Form ~~which we expect to file with the SEC prior to 120 days after the end of the fiscal year~~10-K/A.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

The information required by this Item 13will isbe ~~incorporated~~provided in ~~this~~an ~~report~~amendment ~~by reference~~ to ~~the~~this ~~applicable information set forth in our proxy statement for the 2023~~ Annual ~~Meeting~~Report ofon ~~Shareholders,~~Form ~~which we expect to file with the SEC prior to 120 days after the end of the fiscal year~~10-K/A.

ITEM 14. PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES

The information required by this Item 14will isbe ~~incorporated~~provided in ~~this~~an ~~report~~amendment ~~by reference~~ to ~~the~~this ~~applicable information set forth in our proxy statement for the 2023~~ Annual ~~Meeting~~Report ofon ~~Shareholders,~~Form ~~which we expect to file with the SEC prior to 120 days after the end of the fiscal year~~10-K/A.

5246

PART IV

ITEM 15. EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:

Document			Page
Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firms Grant Thornton LLP (PCAOB ID No. 248).			5448
Consolidated Financial Statements
Balance Sheets as of December 31, 2022 and December 31, 2021			58
Balance Sheets as of December 31, 2023 and December 31, 2022			50
Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020			59
Statements of Operations for the Years Ended December 31, 2023 and 2022			51
Statements of Comprehensive Income (Loss) for the Years ended December 31, 2022, 2021 and 2020			60
Statements of Comprehensive Income (Loss) for the Years ended December 31, 2023 and 2022			52
Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020			61
Statements of Shareholders’ (Deficit) Equity for the Years Ended December 31, 2023 and 2022			53
Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020			62
Statements of Cash Flows for the Years Ended December 31, 2023 and 2022			54
Notes to Consolidated Financial Statements			6456
Index to Exhibits			~~119~~107
Form 10-K Summary Page			~~121~~110

5347

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Audacy, Inc.

Opinion on the financial statements

We have audited the accompanying consolidated balance sheets of Audacy, Inc. (a Pennsylvania corporation) and subsidiaries (the “Company”) as of December 31, ~~2022~~2023 and ~~2021~~2022, the related consolidated statements of operations, comprehensive ~~income (~~loss), shareholders’ (deficit) equity, and cash flows for each of the ~~three~~two years in the period ended December 31, ~~2022~~2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for each of the ~~three~~two years in the period ended December 31, ~~2022~~2023, in conformity with accounting principles generally accepted in the United States of America.

WeGoing also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 16, 2023 expressed an unqualified opinion.concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 and Note 10 to the financial statements, the Company has approximately $1.9 billion in total debt outstanding at December 31, 2023. The Company and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code on January 7, 2024, with the Company’s joint prepackaged plan of reorganization (“the Plan”) being approved by the United States Bankruptcy Court on February 20, 2024. The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the Federal Communications Commission. As a result of the Company’s financial condition, the defaults under its debt agreements, and the risks and uncertainties surrounding the Company’s ability or the timing to consummate the Plan, substantial doubt exists that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. ~~Our~~The ~~audits~~Company ~~included~~is ~~performing~~not ~~procedures~~required to ~~assess~~have, ~~the~~nor ~~risks~~were ofwe ~~material~~engaged ~~misstatement of the financial statements, whether due~~ to ~~error or fraud~~perform, ~~and~~an ~~performing~~audit ~~procedures~~of ~~that~~its ~~respond~~internal tocontrol ~~those~~over ~~risks~~financial reporting. ~~Such~~As ~~procedures~~part ~~included~~of ~~examining,~~our onaudits awe ~~test~~are ~~basis,~~required ~~evidence~~to ~~regarding~~obtain ~~the~~an ~~amounts~~understanding ~~and~~of ~~disclosures~~internal incontrol ~~the~~over financial ~~statements.~~reporting ~~Our~~but ~~audits~~not ~~also~~for ~~included evaluating~~ the ~~accounting~~purpose ~~principles~~of ~~used~~expressing ~~and~~an ~~significant~~opinion ~~estimates~~on ~~made~~the byeffectiveness ~~management,~~of ~~as well as evaluating~~ the ~~overall~~Company’s ~~presentation~~internal ofcontrol ~~the~~over financial ~~statements~~reporting. WeAccordingly, ~~believe~~we ~~that~~express ~~our~~no ~~audits~~such ~~provide a reasonable basis for our~~ opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Radio ~~Broadcast~~broadcast ~~License~~license ~~Impairment~~impairment ~~Tests~~tests

As described further in Note 8 to the financial statements, the Company’s consolidated radio broadcast licenses balance was approximately $~~2.1~~794 ~~billion~~million as of December 31, ~~2022~~2023. Management conducts its annual impairment test as of December 1 of each year. If there are changes in market conditions, events, or circumstances that occur during the interim periods that indicate the carrying value of its radio broadcast licenses may be impaired, management may conduct an interim test. The radio broadcast licenses are evaluated for impairment at the market level by comparing the fair value of the radio broadcast licenses to their carrying value. The Company performed two impairment tests during the year ended December 31, 2022, which resulted in an impairment charge of approximately $159 million recorded to the statement of operations. Fair value is estimated by management, with the assistance of a third-party valuation specialist, using the Greenfield method at the market level, which is a discounted cash flow approach (10-year income model) assuming a start-up scenario in which the only assets held by a market participant are the radio broadcasting licenses. Management’s cash flow projections for its radio broadcast licenses included significant judgments and assumptions relating to projected annual revenues by market, long-term revenue growth rates of the market, market share and operating margin of an average comparable station based on relative size of the market and station type from start-up to maturity from a market participant perspective, and the discount rate. We identified the impairment tests performed over the radio broadcast licenses as a critical audit matter.

54to their carrying value. The Company performed three impairment tests during the year ended December 31, 2023, which resulted in an impairment charge of approximately $1.3 billion recorded to the statement of operations. Fair value is estimated by management, with the assistance of a third-party valuation specialist, using the Greenfield method at the market level, which is a discounted cash flow approach (10-year income model) assuming a start-up scenario in which the only assets held by a market participant are the radio broadcasting licenses. Management’s cash flow projections for its radio broadcast licenses included significant judgments and assumptions relating to projected annual revenues by market, long-term revenue growth rates of the market, market share and operating margin of an average comparable station based on relative size of the market and station type from start-up to maturity from a market participant perspective, and the discount rate. We identified the impairment tests performed over the radio broadcast licenses as a critical audit matter.

The principal consideration for our determination that the radio broadcast licenses impairment tests is a critical audit matter is due to the significant judgment required by management when developing the inputs and assumptions utilized in the fair value measurement of the Company’s radio broadcast licenses. The subjectivity of the estimates increases the level of estimation uncertainty, auditor judgement and level of effort to evaluate management’s evidence supporting projected cash flow assumptions, including assumptions such as projected annual revenues by market, long-term revenue growth rates of the market, market share and operating margin of an average comparable station based on relative size of the market and station type from start-up to maturity from a market participant perspective, and the discount rate. In addition, the audit procedures involved the use of valuation specialists to assist in performing these procedures and evaluating the audit evidence.

Our audit procedures related to the radio broadcast licenses impairment tests included the following, among others.

•Evaluated the design and ~~tested~~implementation ~~the operating effectiveness~~ of key controls relating to the impairment tests and valuation of the Company’s radio broadcast licenses~~. These procedures included~~, ~~among~~including ~~others,~~key ~~testing management’s~~ controls over the development of the fair value estimate and related key inputs and assumptions, and over the evaluation of the competency and objectivity of management's third-party valuation specialist.

•Tested the mathematical accuracy of the discounted cash flow model utilized by the Company in the impairment tests and the completeness, accuracy and relevance of underlying data used in the model.

•Evaluated the reasonableness of the projected revenue growth rates, market share, and operating margin utilized in the Company's forecasts for all markets by comparing to external industry and market data and to the recent historical results of the Company and its peer group.

•For a selection of markets, we recalculated projected market revenues utilizing available peer data and growth assumptions from external industry and market data, recalculated the estimated market share using third-party data, and tested the reasonableness of the estimated operating margin used in the model in comparison to the Company's historical operating margin and its peer group.

•Utilized valuation specialists to evaluate the appropriateness of the model employed by the Company, ~~long-term revenue growth rates~~ and the discount rate used in all markets.

/s/ GRANT THORNTON LLP

We have served as the Company’s auditor since 2020.

Los Angeles, California

March 1622, ~~2023~~2024

5549

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Audacy, Inc.

Opinion on the internal control over financial reporting

We have audited the internal control over financial reporting of Audacy, Inc. (a Pennsylvania corporation) and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2022, and our report dated March 16, 2023 expressed an unqualified opinion on those financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ GRANT THORNTON LLP

Los Angeles, California

March 16, 2023

CONSOLIDATED FINANCIAL STATEMENTS OF AUDACY, INC.

AUDACY, INC.

CONSOLIDATED BALANCE SHEETS

(amounts in thousands, except share data)

	DECEMBER 31,2022		DECEMBER 31,2021
	December 31,
	2023		2022
ASSETS:
Cash	$	103,344	$	59,439
Cash, cash equivalents, and restricted cash	$	72,994	$	103,344
Accounts receivable, net of allowance for doubtful accounts	261,357		276,044
Accounts receivable, net of allowance of $6,845 in 2023 and $9,424 in 2022	258,088		261,357
Prepaid expenses, deposits and other	7270,~~350~~537		6872,~~146~~350
Total current assets	~~437~~401,~~051~~619		~~403~~437,~~629~~051
Investments	3,005		3,005
Property and equipment, net	284,681		299,592
Net property and equipment	344,690		376,028
Operating lease right-of-use assets	202,010		211,022
Operating lease right-of-use assets	211,022		229,607
Radio broadcasting licenses	794,771		2,089,226
Radio broadcasting licenses	2,089,226		2,251,546
Goodwill	63,915		63,915
Goodwill	63,915		82,176
Assets held for sale	1,544		5,474
Assets held for sale	5,474		1,033
Software, net	129,128		151,829
Other assets, net of accumulated amortization	130,510		74,865
Other assets	22,772		26,784
TOTAL ASSETS	$	31,~~284~~900,~~893~~440	$	3,~~421~~284,~~889~~893
LIABILITIES:
Accounts payable	$	1421,~~002~~742	$	1814,~~897~~002
Accrued expenses	7273,~~488~~519		6872,~~423~~488
Other current liabilities	80131,~~549~~031		8480,~~130~~549
Operating lease liabilities	4037,~~815~~631		3940,~~598~~815
Long-term debt, current portion	—1,924,023		~~22,727~~—
Total current liabilities	~~207~~2,~~854~~187,946		~~233~~207,~~775~~854
Long-term debt, net of current portion	~~1,880,362~~—		1,~~782~~880,~~131~~362
Operating lease liabilities, net of current portion	~~196~~201,~~654~~802		~~217~~196,~~281~~654
Net deferred tax liabilities	~~453~~101,~~378~~937		~~487~~453,~~665~~378
Other long-term liabilities	2623,~~026~~508		4826,~~832~~026
Total long-term liabilities	2327,~~556,420~~247		2,~~535~~556,~~909~~420
Total liabilities	2,~~764~~515,~~274~~193		2,~~769~~764,~~684~~274
CONTINGENCIES AND COMMITMENTS
CONTINGENCIES AND COMMITMENTS (Note 21)
SHAREHOLDERS’ EQUITY:
SHAREHOLDERS’ (DEFICIT) EQUITY:
Class A common stock $0.01 par value; voting; authorized 200,000,000 shares; issued and outstanding 141,159,834 in 2022 and 140,060,355 in 2021	1,412		1,401
Class A common stock $0.01 par value; voting; authorized 200,000,000 shares; issued and outstanding 4,867,170 in 2023 and 4,705,328 in 2022	49		47
Class B common stock $0.01 par value; voting; authorized 75,000,000 shares; issued and outstanding 4,045,199 in 2022 and 2021	40		40
Class B common stock $0.01 par value; voting; authorized 75,000,000 shares; issued and outstanding 134,839 in 2023 and 2022	1		1
Class C common stock $0.01 par value; nonvoting; authorized 50,000,000 shares; no shares issued and outstanding	—		—
Additional paid-in capital	1,~~676~~682,~~843~~467		1,~~671~~678,~~195~~247
Accumulated deficit	(12,~~160~~297,~~618~~270)		(1,~~020~~160,~~142~~618)
Accumulated other comprehensive income (loss)	2,942		(289)
Accumulated other comprehensive income	—		2,942
Total shareholders’ equity	520,619		652,205
Total shareholders’ (deficit) equity	(614,753)		520,619
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	3,284,893	$	3,421,889
TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	$	1,900,440	$	3,284,893

See notes to consolidated financial statements.

5850

AUDACY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

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

	YEARS ENDED DECEMBER 31,
	FOR THE YEAR ENDED DECEMBER 31,
	2022		2021		2020
	2023		2022
NET REVENUES	$	1,~~253~~168,~~664~~939	$	1,~~219~~253,~~404~~664	$	~~1,060,898~~
OPERATING EXPENSE:
Station operating expenses	1,~~030~~014,~~487~~078		~~976~~1,~~973~~030,487		~~907,796~~
Depreciation and amortization expense	6573,~~786~~943		5265,~~238~~786		~~50,231~~
Corporate general and administrative expenses	96135,~~384~~536		9396,~~411~~384		~~64,560~~
Integration costs	—		—		491
Restructuring charges	14,975		10,008
Restructuring charges	10,008		5,671		11,981
Impairment loss	1,305,115		180,543
Impairment loss	180,543		2,214		264,432
Other expenses	533		688
Other expenses	688		992		553
Net gain on sale or disposal of assets	(26,784)		(47,737)
Net gain on sale or disposal	(47,737)		(8,363)		(139)
Change in fair value of contingent consideration	—		(8,802)
Change in fair value of contingent consideration	(8,802)		—		—
Total operating expense	2,517,396		1,327,357
Refinancing expenses	—		845		—
OPERATING LOSS	(1,348,457)		(73,693)
Total operating expense	1,327,357		1,123,981		1,299,905
NET INTEREST EXPENSE	138,132		107,491
OPERATING INCOME (LOSS)	(73,693)		95,423		(239,007)
Other income	(261)		(238)
NET INTEREST EXPENSE	107,491		91,511		87,096
OTHER INCOME	(261)		(238)
Net (gain) loss on extinguishment of debt	—		8,168		—
LOSS BEFORE INCOME TAX BENEFIT	(1,486,328)		(180,946)
Other income	(238)		(446)		—
INCOME TAX BENEFIT	(349,457)		(40,275)
OTHER (INCOME) EXPENSE	(238)		7,722		—
NET LOSS	$	(1,136,871)	$	(140,671)
LOSS BEFORE INCOME TAX BENEFIT	(180,946)		(3,810)		(326,103)
NET LOSS PER SHARE - BASIC AND DILUTED	$	(241.58)	$	(30.44)
INCOME TAX BENEFIT	(40,275)		(238)		(83,879)
NET LOSS	$	(140,671)	$	(3,572)	$	(242,224)
NET LOSS PER SHARE - BASIC AND DILUTED	$	(1.01)	$	(0.03)	$	(1.80)
WEIGHTED AVERAGE SHARES:
Basic	~~138~~4,~~653~~706,~~951~~015		~~135~~4,~~981~~621,~~419~~798		~~134,570,672~~
Diluted	~~138~~4,~~653~~706,~~951~~015		~~135~~4,~~981~~621,~~419~~798		~~134,570,672~~

See notes to consolidated financial statements.

5951

AUDACY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~INCOME (~~LOSS)

(amounts in thousands)

	YEARS ENDED
	FOR THE YEAR ENDED DECEMBER 31,
	December 31,
	2023		2022
	2022		2021		2020
NET LOSS	$	(1,136,871)	$	(140,671)
NET INCOME (LOSS)	$	(140,671)	$	(3,572)	$	(242,224)
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAXES (BENEFIT):
Net unrealized gain (loss) on derivatives, net of taxes (benefit)	3,231		1,500		(1,650)
Net unrealized (loss) gain on derivatives, net of taxes (benefit)	(1,475)		3,231
COMPREHENSIVE INCOME (LOSS)	$	(137,440)	$	(2,072)	$	(243,874)
COMPREHENSIVE LOSS	$	(1,138,346)	$	(137,440)

See notes to consolidated financial statements.

6052

AUDACY, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ (DEFICIT) EQUITY

YEARS ENDED DECEMBER 31, 2023 and 2022~~, 2021 AND 2020~~

	Common Stock						AdditionalPaid-inCapital		RetainedEarnings(AccumulatedDeficit)		Accumulated Other Comprehensive Income (Loss)
	Class A			Class B
	Shares	Amount		Shares	Amount								Total
Balance, December 31, 2019	133,867,621	$	1,339	4,045,199	$	40	$	1,655,781	$	(775,578)	$	(139)	$	881,443
Net income (loss)	—	—		—	—		—		(242,224)		—		(242,224)
Compensation expense related to granting of stock awards	3,389,801	34		—	—		11,100		—		—		11,134
Issuance of common stock related to the Employee Stock Purchase Plan (“ESPP”)	165,756	1		—	—		239		—		—		240
Exercise of stock options	—	—		—	—		—		—		—		—
Common stock repurchase	—	—		—	—		—		—		—		—
Purchase of vested employee restricted stock units	(509,803)	(5)		—	—		(1,522)		—		—		(1,527)
Payment of dividends on common stock	—	—		—	—		(3,443)		—		—		(3,443)
Dividend equivalents, net of forfeitures	—	—		—	—		—		765		—		765
Balance, Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(1,650)		(1,650)
Application of amended leasing guidance	—	—		—	—		—		—		—		—
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)	—	—		—	—		—		(3,572)		—		(3,572)
Compensation expense related to granting of stock awards	3,226,962	32		—	—		11,153		—		—		11,185
Issuance of common stock related to the ESPP	106,049	1		—	—		315		—		—		316
Purchase of vested employee restricted stock units	(386,003)	(3)		—	—		(2,063)		—		—		(2,066)
Payment of dividends on common stock	—	—		—	—		(449)		—		—		(449)
Dividend equivalents, net of forfeitures	—	—		—	—		—		467		—		467
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		1,500		1,500
Balance, December 31, 2021	140,060,355	1,401		4,045,199	40		1,671,195		(1,020,142)		(289)		652,205
Net income (loss)	—	—		—	—		—		(140,671)		—		(140,671)
Compensation expense related to granting of stock awards	1,218,160	12		—	—		7,285		—		—		7,297
Issuance of common stock related to the ESPP	583,594	6		—	—		423		—		—		429
Exercise of stock options	—	—		—	—		—		—		—		—
Purchase of vested employee restricted stock units	(702,275)	(7)		—	—		(1,876)		—		—		(1,883)
Payment of dividends on common stock	—	—		—	—		(184)		—		—		(184)
Dividend equivalents, net of forfeitures	—	—		—	—		—		195		—		195
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		3,231		3,231
Balance, December 31, 2022	141,159,834	$	1,412	4,045,199	$	40	$	1,676,843	$	(1,160,618)	$	2,942	$	520,619

(amounts in thousands, except share data)


	Common Stock (1)						Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)
	Class A			Class B
	Shares	Amount		Shares	Amount								Total











Balance, January 1, 2022	4,668,678	$	47	134,839	$	1	$	1,672,588	$	(1,020,142)	$	(289)	$	652,205
Net loss	—	—		—	—		—		(140,671)		—		(140,671)
Compensation expense related to granting of stock awards	40,606	—		—	—		7,297		—		—		7,297
Issuance of common stock related to the ESPP	19,453	—		—	—		429		—		—		429


Purchase of vested employee restricted stock units	(23,409)	—		—	—		(1,883)		—		—		(1,883)
Payment of dividends on common stock	—	—		—	—		(184)		—		—		(184)
Dividend equivalents, net of forfeitures	—	—		—	—		—		195		—		195
Net unrealized gain on derivatives	—	—		—	—		—		—		3,231		3,231
Balance, December 31, 2022	4,705,328	47		134,839	1		1,678,247		(1,160,618)		2,942		520,619
Net loss	—	—		—	—		—		(1,136,871)		—		(1,136,871)
Compensation expense related to granting of stock awards	181,499	2		—	—		4,385		—		—		4,387
Issuance of common stock	8,333	—		—	—		3		—		—		3


Common stock repurchase	(215)	—		—	—		—		—		—		—
Purchase of vested employee restricted stock units, net	(27,775)	—		—	—		(129)		—		—		(129)
Payment of dividends on common stock	—	—		—	—		(39)		—		—		(39)
Dividend equivalents, net of forfeitures	—	—		—	—		—		219		—		219
Net unrealized loss on derivatives	—	—		—	—		—		—		(1,475)		(1,475)
Realized gain on derivatives, net	—	—		—	—		—		—		(1,467)		(1,467)
Balance, December 31, 2023	4,867,170	$	49	134,839	$	1	$	1,682,467	$	(2,297,270)	$	—	$	(614,753)

(1) Share counts have been retroactively adjusted to reflect the effect of the June 30, 2023 reverse stock split.

See notes to consolidated financial statements.

6153

AUDACY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

	YEARS ENDED DECEMBER 31,
			FOR THE YEAR ENDED DECEMBER 31,
	2022				2021				2020
			2023				2022
OPERATING ACTIVITIES:
Net income (loss)	$	(140,671)			$	(3,572)			$	(242,224)
Net loss			$	(1,136,871)			$	(140,671)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
~~Depreciation and amortization~~	~~65,786~~Depreciation and amortization		73,943		~~52,238~~		65,786		~~50,231~~
~~Net amortization of deferred financing costs (net of original issue discount and debt premium)~~	~~4,092~~Net amortization of deferred financing costs (net of original issue discount and debt premium)		5,027		~~4,030~~		4,092		~~586~~
Net deferred taxes (benefit) and other	(42,984)				13,721				(76,260)
	Net deferred tax benefit		(349,457)				(42,984)
~~Provision for bad debts~~	~~506~~Provision for bad debts		2,462		~~3,173~~		506		~~16,349~~
~~Net (gain) loss on sale or disposal of assets and businesses~~	Net (~~47,737~~gain) loss on sale or disposal of assets and businesses		(26,784)		~~(8,363)~~		(47,737)		~~(139)~~
~~Non-cash stock-based compensation expense~~	~~7,297~~Non-cash stock-based compensation expense		4,387		~~11,185~~		7,297		~~11,134~~
Net loss on extinguishment of debt	—				8,168				—
	Deferred compensation		2,460				(4,145)
Deferred compensation	(4,145)				4,369				3,578
	Impairment loss		1,305,115				180,543
Impairment loss	180,543				2,214				264,432
	Change in fair value of contingent consideration		—				(8,802)
Change in fair value of contingent consideration	(8,802)				1,117				—
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
	Accounts receivable		807				14,181
Accounts receivable	14,181				(3,604)				86,662
	Prepaid expenses and deposits		3,119				(4,204)
Prepaid expenses and deposits	(4,204)				(20,623)				(22,041)
	Accounts payable and accrued liabilities		(3,050)				(13,175)
Accounts payable and accrued liabilities	(13,175)				14,344				(8,800)
	Other assets		(6)				—
~~Accrued interest expense~~	~~271~~Accrued interest expense		61,747		~~4,858~~		271		~~(77)~~
Accrued liabilities - long-term	(10,253)				(23,957)				822
	Operating leases		(3,135)				—
Prepaid expenses - long-term	(163)				—				973
	Accrued liabilities - long-term		(4,978)				(10,253)
Net cash provided by (used in) operating activities	542				59,298				85,226
	Prepaid expenses - long-term		—				(163)
INVESTING ACTIVITIES:
Net cash (used in) provided by operating activities			(65,214)				542
Additions to property, equipment and software	(80,821)				(76,607)				(30,837)
INVESTING ACTIVITIES:
Proceeds from sale of property, equipment, intangibles and other assets	58,589				6,321				10,817
	Additions to property, equipment and software		(48,228)				(80,821)
Purchases of businesses and audio assets	(5,040)				(54,798)				(31,639)
	Proceeds from sale of property, equipment, intangibles and other assets		43,135				58,589
Net cash provided by (used in) investing activities	(27,272)				(125,084)				(51,659)
	Purchases of businesses and audio assets		—				(5,040)
Net cash used in investing activities			(5,093)				(27,272)

6254

AUDACY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

	~~YEARS ENDED DECEMBER 31,~~		YEARS ENDED DECEMBER 31,
	2022				2021				2020
			2023				2022
FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt	—				585,000				—
	Borrowing under the revolving senior debt		40,126				105,000
Borrowing under the accounts receivable facility	—				75,000				—
	Payments of revolving senior debt		—				(22,727)
Borrowing under the revolving senior debt	105,000				107,000				231,121
	Retirement of notes		—				(10,000)
Payments of long-term debt	—				(121,635)				(15,994)
	Proceeds from issuance of employee stock plan		—				429
Payments of revolving senior debt	(22,727)				(124,000)				(233,394)
	Purchase of vested employee restricted stock units		(129)				(1,883)
Retirement of notes	(10,000)				(400,000)				—
	Payment of dividend equivalents on vested restricted stock units		(39)				(184)
Payment of call premium and other fees	—				(14,500)				—
	Repurchase of common stock		(1)				—
Payment for debt issuance costs	—				(10,491)				—
Net cash provided by financing activities			39,957				70,635
Proceeds from issuance of employee stock plan	429				316				240
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(30,350)				43,905
Proceeds from the exercise of stock options	—				86				—
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR			103,344				59,439
Purchase of vested employee restricted stock units	(1,883)				(2,066)				(1,527)
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR			$	72,994			$	103,344
Payment of dividends on common stock	—				—				(2,692)
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Payment of dividend equivalents on vested restricted stock units	(184)				(449)				(750)
Cash paid (received) during the period for:
Repurchase of common stock	—				—				—
	Interest		$	71,359			$	102,763
Net cash provided by (used in) financing activities	70,635				94,261				(22,996)
	Income taxes		$	1,728			$	(14,554)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	43,905				28,475				10,571
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR	59,439				30,964				20,393
CASH AND CASH EQUIVALENTS, END OF YEAR	$	103,344			$	59,439			$	30,964
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	102,763			$	82,476			$	86,263
Income taxes	$	(14,554)			$	(300)			$	2,724

See notes to consolidated financial statements.

6355

AUDACY, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2022,~~2023 ~~2021,~~and ~~AND 2020~~ 2022

1. BASIS OF PRESENTATION

Nature of Business – Audacy, Inc. (formerly Entercom Communications Corp.) (the “Company”) was formed as a Pennsylvania corporation in 1968. On April 9, 2021, the Company changed its name to Audacy, Inc. and changed its New York Stock Exchange ticker symbol from "ETM" to "AUD". The Company is the second-largest radio broadcasting company in the United States. The Company is also a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 15 markets and 21 of the top 25 markets.

Audacy, Inc. (the “Company”) was formed as a Pennsylvania corporation in 1968.

The Company is the second-largest radio broadcasting company in the United States and is also a leading local media and entertainment company with a nationwide footprint of stations including positions in all of the top 15 markets and 20 of the top 25 markets.

The Company’s strategy focuses on providing compelling content in the communities it serves to enable the Company to offer its advertisers an effective marketing platform to reach a large targeted local audience. The principal components of the Company’s strategy are to: (i) focus on creating effective integrated marketing solutions for its customers that incorporate its audio, digital and experiential assets; (ii) build strongly-branded radio stations with highly compelling content; (iii) develop market leading station clusters; and (iv) recruit, develop, motivate and retain superior employees.

~~Liquidity~~Reverse ~~and~~Stock ~~Capital Resources~~Split

~~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~~June 1130, ~~2020~~2023, the ~~World~~Company ~~Health~~effected ~~Organization~~a ~~declared COVID~~one-19for-thirty areverse ~~pandemic. While~~stock ~~the~~split ~~full impact of this pandemic is not yet known,~~ (the ~~Company~~“Reverse ~~took~~Stock ~~proactive~~Split”) ~~actions~~of ~~in an effort to mitigate~~ its ~~effects~~issued and isoutstanding ~~continually~~shares ~~assessing~~of ~~its~~common ~~effects on the Company's business, including how it has and will continue to impact advertisers, professional sports and live events~~stock.

~~The~~As ~~COVID-19~~a ~~pandemic~~result ~~and~~of ~~current~~the ~~macroeconomic~~Reverse ~~conditions~~Stock ~~have~~Split ~~created,~~every ~~and~~thirty ~~may~~(30) ~~continue~~shares toof ~~create,~~common ~~significant~~stock ~~uncertainty~~issued ~~in operations, including disrupted supply chains, rising inflation~~ and ~~interest~~outstanding ~~rates,~~were ~~and~~automatically ~~significant~~combined ~~volatility~~into inone ~~financial~~(1) ~~markets,~~share ~~which~~of ~~have~~issued ~~had,~~ and ~~are~~outstanding ~~expected~~common ~~to continue to have~~stock, awithout ~~material~~any ~~impact~~change onin the ~~Company's~~par ~~business~~value ~~operations,~~per ~~financial position, cash flows, liquidity, and capital resources and results of operations~~share. ~~The~~ ~~full~~All ~~extent~~information related to ~~which~~common ~~the current macroeconomic conditions impact the Company's business~~stock, ~~results~~stock ~~of operations~~options, ~~and~~restricted ~~financial~~stock ~~condition will depend on future developments~~units, ~~which~~warrants ~~are highly uncertain~~ and ~~cannot~~earnings beper ~~accurately~~share ~~estimated~~have atbeen ~~this~~retroactively ~~time,~~adjusted ~~but~~to ~~the~~give ~~Company~~effect ~~believes~~to the ~~impact~~Reverse ~~could~~Stock beSplit ~~material~~for ifall ~~conditions~~periods ~~persist~~presented.

~~The~~NYSE Company continues to critically review its liquidity and anticipated capital requirements in light of the significant uncertainty created by the COVID-19 pandemic and current macroeconomic conditions. Based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, its current business plan and revenue prospects, the Company believes that it will have sufficient cash resources and anticipated cash flows to fund its operations and meet its covenant requirements for at least the next 12 months. Due to the impact of the macroeconomic conditions on the Company, management continues to execute on cash management and strategic operational plans including evaluation of contractual obligations, workforce reductions, management of operating expenses, initiating refinancing and amendment plans, and divesting non-strategic assets of the Company along with other cash and debt management plans for the benefit of the covenant calculation, as permitted under the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 12 below). However, the Company is unable to predict with certainty the impact of the COVID-19 pandemic and current macroeconomic conditions will have on its ability to refinance or amend the arrangements or maintain compliance with the debt covenants contained in the credit agreement related to both its Credit Facility and Accounts Receivable Facility (as such terms are defined in Note 12 below), including financial covenants. The Company was in compliance with such covenants at December 31, 2022. Failure to meet the covenant requirements in the future would cause the Company to be in default and the maturity of the related debt could be accelerated and become immediately payable. This may require the Company to obtain waivers or amendments in order to maintain compliance and there can be no certainty that any such waiver or amendment would be available, or what the cost of such waiver or amendment, if obtained, would be.Delisting

IfOn May 16, 2023, the Company's isClass ~~unable~~A tocommon ~~obtain~~stock ~~necessary~~was ~~waivers~~suspended orfrom ~~amendments~~trading ~~and~~on the ~~debt~~New isYork ~~accelerated~~Stock Exchange (the "NYSE"). On November 9, 2023, the Company's ~~would~~Class beA ~~required~~common tostock ~~obtain~~was ~~replacement~~delisted ~~financing~~from atthe ~~prevailing~~NYSE. ~~market~~The ~~rates,~~Company's ~~which~~Class ~~may~~A ~~not~~common bestock ~~favorable~~currently totrades on the ~~Company.~~over-the-counter ~~There~~market is(the no"OTC") ~~guarantee~~under ~~that~~ the ~~Company~~symbol ~~would~~“AUDAQ.” beSee ~~able~~“Risk toFactors—Risks ~~satisfy~~Associated ~~its~~with ~~obligations~~our ifCapital ~~any~~Stock” ofin ~~its~~Part ~~indebtedness~~I, isItem ~~accelerated.~~1A Inand ~~2024~~“Market For Registrant’s Common Equity, ~~$887.4 million~~Related ofShareholder ~~debt~~Matters isand ~~set~~Issuer toPurchases ~~mature~~of ~~beginning~~Equity Securities” in ~~July~~Part ~~2024~~II, Item 5, for additional information.

InCurrent ~~the~~Bankruptcy event revenues in future quarters are lower than we currently anticipate, we would be forced to take additional remedial actions which could include, among other things (and where allowed by the lenders): (i) implementing further cost Proceedings

64On February 20, 2024, the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) entered an order confirming a joint prepackaged plan of reorganization (as may be amended, the “Plan”) and a related disclosure statement (as may be amended, the “Disclosure Statement”) in connection with the voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code ("Chapter 11") previously filed by the Company and certain of its direct and indirect subsidiaries (together with the Company, the “Debtors”) on January 7, 2024 (the “Petition Date”). The Chapter 11 Cases are being administered under the caption In re: Audacy, Inc., et. al, Case No. 24-90004 (CML).

~~reductions;~~The Plan was supported by a Restructuring Support Agreement (iithe “Restructuring Support Agreement”) ~~seeking~~with ~~replacement~~a ~~financing;~~supermajority of the Debtors' first lien and second lien debtholders (~~iii~~the “Consenting Lenders”), ~~raising~~under ~~funds~~which ~~through~~the Consenting Lenders agreed to, among other things, vote in favor of the ~~issuance~~Plan. Those holders of ~~additional~~claims ~~equity~~entitled orto ~~debt~~vote ~~securities~~on orthe ~~incurring~~Plan ~~additional~~who ~~borrowings;~~cast orballots ~~(iv)~~unanimously ~~disposing~~voted in favor of ~~additional~~the ~~certain~~Plan. ~~assets~~Specifically, or100% ~~businesses~~of the voting holders of first lien claims (representing approximately 89.5% ~~Such~~of ~~remedial~~the ~~actions,~~outstanding ~~which~~principal ~~may~~amount ~~not~~of beAudacy’s ~~available~~first onlien ~~favorable~~loans) ~~terms~~voted orin atfavor ~~all~~of the Plan, ~~could~~and ~~have~~100% aof ~~material~~voting ~~adverse~~holders ~~impact~~of onsecond ~~our~~lien ~~business~~notes claims (representing approximately 85.1% of the outstanding principal amount of Audacy’s second lien notes) voted in favor of the Plan.

•The Company's existing equity will be extinguished, without value, and be of no further force or effect;

•Holders of claims under the Prepetition Debt Instruments (as defined below), including those who provided debtor-in-possession financing during the Chapter 11 Cases and elected to have their debtor-in-possession financing loans convert to loans under the exit credit facility, are expected to receive 100% of the new equity issued in the Company, as reorganized pursuant to and under the Plan ("Reorganized Audacy") in the form of new Class A common stock, new Class B common stock and/or special warrants (subject to dilution from issuances under a management incentive plan and the New Second Lien Warrants (as defined below)) as follows:

◦holders of first lien claims will receive their pro rata share of 75% of such new equity; and

◦holders of second lien claims will receive their pro rata share of (i) 15% of such new equity and (ii) the New Second Lien Warrants exercisable within four years on a "cash" or "cashless" basis for 17.5% of the new equity on a fully diluted basis at an equity value of $771.0 million (the "New Second Lien Warrants").

•Holders of general unsecured claims, which may include the Company’s employees, on-air talent, landlords, vendors, and customers, will be unimpaired and will be paid in the ordinary course of business.

The Plan’s effectiveness is subject to certain conditions, including the receipt of approval from the Federal Communications Commission (the “FCC”) for the emergence of the Debtors from Chapter 11 protection and their expected ownership. The Company currently anticipates the Plan will become effective and it will emerge from Chapter 11 by the end of the third quarter of 2024.

The Debtors continue to operate their businesses as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the United States Bankruptcy Code (the "Bankruptcy Code") and orders of the Bankruptcy Court. In general, as debtors-in-possession, the Company is authorized to conduct its business activities in the ordinary course. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ respective obligations under their debt instruments other than the accounts receivable facility (collectively, the “Prepetition Debt Instruments”). Due to the Chapter 11 Cases, however, the prepetition debtholders’ ability to exercise remedies under the Prepetition Debt Instruments was stayed as of the Petition Date, and continues to be stayed.

Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of the Company's claims and noticing agent at https://dm.epiq11.com/Audacy. Such information is not part of this Annual Report on Form 10-K or any other report the Company files with, or furnishes to, the SEC. See “Business—Current Bankruptcy Proceedings” in Part I, Item 1, “Risk Factors—Risks Related to the Restructuring” in Part I, Item 1A and “Management’s Discussion and Analysis and Financial Condition and Results of Operations” in Part II, Item 7, for additional information about the Plan and the Chapter 11 Cases.

Going Concern

In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt, post-emergence from Chapter 11 protection, in light of the significant uncertainty created by the Chapter 11 Cases and the current macroeconomic conditions, to determine whether these conditions and events, when considered in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying consolidated financial statements are issued. As of December 31, 2023, the Company was in compliance with its debt and related financial covenants in all material respects due to the amendments and waivers described in Note 10, Long-Term Debt.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern and contemplate the realization of assets and the satisfaction of liabilities in the normal course of business. The Company’s ability to continue as a going concern is contingent upon the Company’s ability to successfully implement the Plan, among other factors. As a result of the Chapter 11 Cases, the realization of assets and the satisfaction of liabilities are subject to uncertainty. As discussed above, the Plan was confirmed on February 20, 2024. The Plan could materially change the amounts and classifications of assets and liabilities reported in the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities or any other adjustments that might be necessary should the Company be unable to continue as a going concern or as a consequence of the Chapter 11 Cases. As a result of the Company's financial condition, the defaults under the Company's debt agreements, and the risks and uncertainties surrounding the Company's ability or the timing to consummate the Plan, substantial doubt exists that the Company will be able to continue as a going concern.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the presentation in the current year, which ~~did~~primarily ~~not~~relate ~~have~~to areclassification ~~material~~of ~~impact~~certain onclasses ~~the~~of ~~Company’s~~assets all within long-term assets. There have been no changes to previously reported ~~financial~~current ~~statements~~assets, total assets, current liabilities, total liabilities, shareholders' (deficit) equity, revenues, operating loss or net loss.

2. SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation – The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are 100% owned by the Company. All intercompany transactions and balances have been eliminated in consolidation. The Company also considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. From time to time, the Company may enter into a time brokerage agreement (“TBA”) or local marketing agreement (“LMA”) in connection with a pending acquisition or disposition of radio stations and the requirement to consolidate or deconsolidate a VIE or separately present activity as discontinued operations may apply, depending on the facts and circumstances related to each transaction.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are 100% owned by the Company. All intercompany transactions and balances have been eliminated in consolidation. The Company also considers the applicability of any variable interest entities (“VIEs”) that are required to be consolidated by the primary beneficiary. From time to time, the Company may enter into a time brokerage agreement (“TBA”) or local marketing agreement (“LMA”) in connection with a pending acquisition or disposition of radio stations and the requirement to consolidate or deconsolidate a VIE or separately present activity as discontinued operations may apply, depending on the facts and circumstances related to each transaction.

Consolidated VIE - Accounts Receivable Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million accounts receivable ~~securitization~~ facility (the "Old Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding ~~indebtedness~~debt under the Company's Old Credit Facility (as defined in Note 1210, Long-Term Debt, below).

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

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

The SPV is considered a Variable Interest Entity ("VIE") ~~(the "SPV VIE")~~ because its equity capitalization is insufficient to support its operations. The most significant activities that impact the economic performance of the SPV are decisions made to manage receivables. Audacy NY is considered the primary beneficiary and consolidates the SPV as it makes these decisions. No additional financial support was provided to the SPV during the year ended December 31, ~~2022~~2023 or is expected to be provided in the future that was not previously contractually required. As of December 31, ~~2022~~2023, the SPV ~~has~~had $~~230~~240.63 million of net accounts receivable and ~~has~~had outstanding borrowings of $75.0 million under the Old Receivables Facility.

Consolidated VIE - Qualified Intermediary

65Periodically, the Company enters into like-kind exchange agreements upon the disposition or acquisition of certain properties. Pursuant to the terms of these agreements, the proceeds from the sales are placed into an escrow account administered by a third-party qualified intermediary ("QI") and are unavailable for the Company's use until released. The proceeds are recorded as restricted cash on the consolidated balance sheets and released: (i) if they are utilized as part of a like-kind exchange agreement, (ii) if the Company does not identify a suitable replacement property within 45 days after the agreement date, or (iii) when a like-kind exchange agreement is not completed within the remaining allowable time period.

~~Periodically~~During 2022, the Company ~~enters~~entered into ~~like-kind~~an ~~exchange~~agreement ~~agreements~~with ~~upon~~a ~~the~~third-party ~~disposition or acquisition of certain properties. Pursuant to the terms of these agreements~~QI, ~~the~~under ~~proceeds~~which ~~from~~ the ~~sales~~Company ~~are~~entered ~~placed~~ into an ~~escrow~~exchange ~~account~~of ~~administered~~real byproperty aheld ~~third party qualified intermediary ("QI") and are unavailable~~ for ~~the~~productive ~~Company's~~ use ~~until~~or ~~released~~investment. ~~The~~This ~~proceeds~~agreement ~~are~~relates ~~recorded~~to asthe ~~restricted~~sale ~~cash~~of onreal ~~the~~property ~~consolidated~~and ~~balance~~identification ~~sheets~~ and ~~released:~~acquisition ~~(i) if they are utilized as part~~ of ~~a like-kind exchange agreement, (ii) if the Company does not identify a suitable~~ replacement property ~~within~~which 45was ~~days after the agreement date, or (iii) when a like-kind exchange agreement is not~~ completed ~~within~~in ~~the remaining allowable time period~~2022.

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

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

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

Total results of operations of the VIE for the year ended ~~ended~~ December 31, 2022 were not significant. Restrictions on cash balances held by the VIE lapsed during the third quarter of 2022. As a result, the Company ~~does~~did not ~~present~~include restricted cash related to this entity at December 31, 2022 in its Cash, cash equivalents and restricted cash line on the balance sheet. The VIE had no other assets or liabilities as of December 31, 2022. The assets of the Company’s consolidated VIE could only be used to settle the obligations of the VIE. There was a lack of recourse by the creditors of the VIE against the Company’s general creditors.

~~Reportable~~Property Segment – The Company operates under one reportable business segment for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and ~~the~~Equipment, ~~measuring of performance.~~ net

~~Operating~~Property ~~Segment~~and ~~- The~~equipment ~~Company~~are ~~has~~carried ~~one~~at ~~operating~~cost. ~~segment~~Major ~~and~~additions ~~one~~or ~~reportable~~improvements ~~segment.~~are ~~This~~capitalized, ~~conclusion~~including ~~was~~interest ~~reached~~expense ~~considering~~when ~~factors including~~material, ~~but~~while ~~not~~repairs ~~limited~~and ~~to:~~maintenance ~~(i)~~are ~~the~~charged ~~favorable~~to ~~impact~~expense ofwhen ~~the~~incurred. ~~significant~~Upon ~~synergies~~sale ~~generated~~or ~~through~~retirement, ~~more~~the ~~centralized~~related ~~operating~~cost ~~activities;~~ and ~~(ii)~~accumulated ~~how~~depreciation ~~the~~are ~~value~~removed offrom the ~~portfolio~~accounts, ofand ~~radio~~any ~~markets~~gain isor ~~greater~~loss ~~than~~is ~~the~~recognized ~~sum~~in of the ~~value~~statement of ~~the individual radio markets in that portfolio~~operations. ~~These~~Depreciation ~~factors~~expense ~~impact~~on ~~how~~property ~~the~~and ~~Chief~~equipment ~~Operating~~is ~~Decision~~determined ~~Maker~~on ~~("CODM") evaluates the results of~~ a ~~significantly~~straight-line ~~larger company and how operating decisions are made, which are now performed at the Company level~~basis.

Depreciation expense for property and equipment is reflected in the following table:

This approach is consistent with how operating and capital investment decisions are made as needed, at the Company level, irrespective of any given market's size or location. Furthermore, technological enhancements and systems integration decisions are reached at the Company level and applied to all markets rather than to specific or individual markets to ensure that each market has the same tools and opportunities as every other market. Management also considered its organizational structure in assessing its operating segments and reportable segments. Managers at the market level are often responsible for the operational oversight of multiple markets, the assignment of which is neither dependent upon geographical region nor size. Managers at the market level do not report to the CODM and instead report to other senior management, who are responsible for the operational oversight of radio markets and for communication of results to the CODM.


	Year Ended December 31,
Depreciation Expense	2023		2022
	(amounts in thousands)
Depreciation expense on property and equipment	$	31,300	$	33,100

~~Management’s~~As ~~Use~~ of ~~Estimates – The preparation of consolidated financial statements~~December 31, ~~in conformity with accounting principles generally accepted in the United States of America~~2023, ~~requires~~ the Company tohad ~~make~~capital ~~estimates~~expenditure ~~and~~commitments ~~assumptions~~outstanding ~~that affect the reported amounts~~ of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period$2.9 Significant estimates and assumptions are used for, but not limited to: (i) asset impairments, including broadcasting licenses and goodwill; (ii) income tax valuation allowances for deferred tax assets; (iii) allowance for doubtful accounts and allowance for sales reserves; (iv) self-insurance reserves; (v) fair value of equity awards; (vi) estimated lives for tangible and intangible assets; (vii) contingency and litigation reserves; (viii) fair value measurements; (ix) acquisition purchase price asset and liability allocations; and (x) uncertain tax positionsmillion. The Company’s accounting estimates require the use of judgment as future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and

6659

The following is a summary of the categories of property and equipment along with the range of estimated useful lives used for depreciation purposes:

estimates on an ongoing basis and may use outside experts to assist in the Company’s evaluation, as considered necessary. Actual results could differ from those estimates.


	Depreciation Period		Property And Equipment
	In Years		As of December 31,
	From	To	2023		2022
Land, land easements and land improvements	0	15	$	100,512	$	99,141
Buildings	20	40	35,724		37,166
Equipment	3	40	224,769		223,880
Furniture and fixtures	5	10	19,998		19,779

Leasehold improvements and other	*	*	114,155		113,264
			495,158		493,230
Accumulated depreciation			(255,204)		(238,439)
			239,954		254,791
Capital improvements in progress			44,727		44,801
Property and equipment, net			$	284,681	$	299,592

~~Income~~*Shorter Taxes – The Company applies the asset and liability method to the accounting for deferred income taxes. Deferred income taxes are recognized for all temporary differences between the tax and financial reporting bases of ~~the~~economic ~~Company’s~~life ~~assets~~or ~~and~~lease liabilities based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is recorded for a net deferred tax asset balance when it is more likely than not that the benefits of the tax asset will not be realized. The Company reviews on a continuing basis the need for a deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance is recorded in the consolidated statements of operations in the period that such an adjustment is required.term

~~The Company applies the guidance for income taxes and intra~~Long-~~period~~Lived ~~allocation~~Assets to the recognition of uncertain tax positions. This guidance clarifies the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. The guidance requires that any liability created for unrecognized tax benefits is disclosed. The application of this guidance may also affect the tax bases of assets and liabilities and therefore may change or create deferred tax liabilities or assets. This guidance also clarifies the method to allocate income taxes (benefit) to the different components of income (loss), such as: (i) income (loss) from continuing operations; (ii) income (loss) from discontinued operations; (iii) other comprehensive income (loss); (iv) the cumulative effects of accounting changes; and (v) other charges or credits recorded directly to shareholders’ equity. See Note 18, Income Taxes, for a further discussion of income taxes.

~~Property~~The ~~and~~Company's ~~Equipment~~long-lived –assets ~~Property~~include property and equipment ~~are carried at cost. Major additions or improvements are capitalized~~, ~~including~~computer ~~interest expense when material~~software, ~~while~~leasehold ~~repairs~~improvements and ~~maintenance~~other ~~are~~intangible ~~charged to expense when incurred~~assets. ~~Upon~~Certain ~~sale~~of ~~or retirement,~~ the ~~related~~Company’s ~~cost~~equipment, ~~and~~such ~~accumulated~~as ~~depreciation~~broadcast ~~are~~towers, ~~removed~~can ~~from~~provide ~~the~~economic ~~accounts,~~benefit ~~and~~over ~~any~~a ~~gain~~longer orperiod ~~loss~~of istime ~~recognized~~resulting in the ~~statement~~use of ~~operations.~~longer ~~Depreciation~~lives ~~expense~~of onup ~~property~~to ~~and~~40 ~~equipment is determined on a straight-line basis~~years.

	Property And Equipment
	Years Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Depreciation expense	$	31,471	$	32,847	$	33,618

As of December 31, 2022, the Company had capital expenditure commitments outstanding of $10.7 million.

	Depreciation Period				Property And Equipment
	In Years				December 31,
	From		To		2022		2021
Land, land easements and land improvements	0		15		$	99,141	$	105,514
Buildings	20		40		37,166		37,177
Equipment	3		40		223,880		227,824
Furniture and fixtures	5		10		19,779		20,619
Leasehold improvements and other		*		*	113,264		119,974
					493,230		511,108
Accumulated depreciation					(238,439)		(223,378)
					254,791		287,730
Capital improvements in progress					89,899		88,298
Net property and equipment					$	344,690	$	376,028

* Shorter of economic life or lease term

Long-Lived Assets - The Company's long-lived assets include property and equipment, broadcasting licenses (subject to an eight-year renewal cycle), goodwill, deferred charges, and other assets. See Note 8, Intangible Assets And Goodwill, for further discussion. Certain of the Company’s equipment, such as broadcast towers, can provide economic benefit over a longer period of time resulting in the use of longer lives of up to 40 years.

If events or changes in circumstances were to indicate that an asset’s carrying value is not recoverable, an impairment assessment would be performed and if necessary, a write-down of the asset would be recorded through a charge to operations. The determination and measurement of the fair value of long-lived assets requires the use of significant judgments and estimates. Future events may impact these judgments and estimates.

~~Revenue~~Reportable ~~Recognition~~Segment – 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 revenues.

~~Revenue~~The ~~from~~Company ~~services~~operates ~~and~~under ~~products~~one isreportable ~~recognized~~business ~~when~~segment ~~delivered.~~for ~~Advertiser~~which ~~payments~~segment ~~received~~disclosure inis ~~advance~~consistent ofwith ~~when~~ the ~~products~~management ordecision-making ~~services~~process ~~are~~that ~~delivered~~determines ~~are~~the ~~recorded~~allocation onof ~~the~~resources ~~Company’s~~and ~~balance~~the ~~sheet~~measuring asof ~~unearned revenue~~performance.

Operating Segment

The Company has one operating segment and one reportable segment. This conclusion was reached considering factors including, but not limited to: (i) the favorable impact of the significant synergies generated through more centralized operating activities; and (ii) how the value of the portfolio of radio markets is greater than the sum of the value of the individual radio markets in that portfolio. These factors impact how the Chief Operating Decision Maker ("CODM") evaluates the results of a significantly larger company and how operating decisions are made, which are now performed at the Company level.

Management’s Use of Estimates

The preparation of consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities, as of the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions are used for,

but not limited to: (i) asset impairments, including broadcasting licenses and goodwill; (ii) income tax valuation allowances for deferred tax assets; (iii) allowance for doubtful accounts and allowance for sales reserves; (iv) self-insurance reserves; (v) fair value of equity awards; (vi) estimated lives for tangible and intangible assets; (vii) contingency and litigation reserves; (viii) fair value measurements; (ix) acquisition purchase price asset and liability allocations; and (x) uncertain tax positions. The Company’s accounting estimates require the use of judgment as to future events and the effect of these events cannot be predicted with certainty. The accounting estimates may change as new events occur, as more experience is acquired and as more information is obtained. The Company evaluates and updates assumptions and estimates on an ongoing basis and may use outside experts to assist in the Company’s evaluation, as considered necessary. Actual results could differ from those estimates.

Income Taxes

The Company applies the asset and liability method to the accounting for deferred income taxes. Deferred income taxes are recognized for 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 periods in which the differences are expected to affect taxable income. A valuation allowance is recorded for a net deferred tax asset balance when it is more likely than not that the benefits of the tax asset will not be realized. The Company reviews on a continuing basis the need for a deferred tax asset valuation allowance in the jurisdictions in which it operates. Any adjustment to the deferred tax asset valuation allowance is recorded in the consolidated statements of operations in the period that such an adjustment is required.

The Company applies the guidance for income taxes and intra-period allocation to the recognition of uncertain tax positions. This guidance clarifies the recognition, de-recognition and measurement in financial statements of income tax positions taken in previously filed tax returns or tax positions expected to be taken in tax returns, including a decision whether to file or not to file in a particular jurisdiction. The guidance requires that any liability created for unrecognized tax benefits be disclosed. The application of this guidance may also affect the tax basis of assets and liabilities and therefore may change or create deferred tax liabilities or assets. This guidance also clarifies the method to allocate income taxes (benefit) to the different components of income (loss), such as: (i) income (loss) from continuing operations; (ii) income (loss) from discontinued operations; (iii) other comprehensive income (loss); (iv) the cumulative effects of accounting changes; and (v) other charges or credits recorded directly to shareholders’ (deficit) equity. See Note 16, Income Taxes, for a further discussion of income taxes.

Revenue Recognition

Revenue from services and products is recognized when delivered. Advertiser payments received in advance of when the products or services are delivered are recorded on the Company’s balance sheet as unearned revenue. The Company’s payment terms vary by the type and location of customer and the products or services offered. The term between invoicing and when payment is due is generally not significant. There are no further obligations for returns, refunds or similar obligations related to the contracts.

Revenues presented in the 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 recognize revenue based on the gross amount invoiced to the customer or the net amount retained by the Company if a third party is involved.

Refer to Note 5, Revenue, for additional information on the Company’s revenue. Refer to Note 5, Revenue, ~~Note 10, Other Current Liabilities,~~ and Note 119, Other ~~Long-Term~~Current Liabilities, for additional information on unearned revenue.

The following table presents the amounts of unearned revenues as of the periods indicated:

			Unearned Revenues
					As of December 31,
			December 31,
Unearned Revenues		Balance Sheet Location			2023				2022
	Balance Sheet Location		2022				2021
					(amounts in thousands)
			(amounts in thousands)
Current		Other current liabilities			$	10,990			$	13,687
Current	Other current liabilities		$	13,687			$	10,638
Long-term		Other long-term liabilities			$	1,257			$	403
Long-term	Other long-term liabilities		$	403			$	474

Concentration of Credit Risk – The Company’s revenues and accounts receivable relate primarily to the sale of advertising within its radio stations’ broadcast areas. Credit is extended based on an evaluation of the customers’ financial condition and, generally, collateral is not required. Credit losses are provided for in the financial statements and consistently have been within management’s expectations. Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The balance in the Company’s allowance for doubtful accounts is based on the Company’s historical collections, the age of the receivables, specific customer information, and current economic conditions. Delinquent accounts are written off if collections efforts have been unsuccessful and the likelihood of recovery is considered remote.

~~Debt~~The ~~Issuance~~Company’s ~~Costs~~revenues and ~~Original~~accounts ~~Issue~~receivable ~~Discount~~relate –primarily ~~The costs related~~ to the ~~issuance~~sale of ~~debt~~advertising ~~are~~within ~~capitalized~~its ~~and~~radio ~~amortized~~stations’ ~~over~~broadcast ~~the~~areas. ~~lives~~Credit ofis ~~the~~extended ~~related~~based ~~debt~~on ~~and~~an ~~such~~evaluation ~~amortization~~of isthe ~~accounted~~customers’ ~~for~~financial ascondition ~~interest expense. See Note 12~~and, ~~Long-Term Debt~~generally, ~~for~~collateral ~~further~~is ~~discussion~~not ~~for the amount of deferred financing expense that was included in interest expense in the accompanying consolidated statements of operations.~~

In 2019, the Company issued senior secured second-lien notes and used proceeds to partially repay amounts outstanding under existing indebtedness. In connection with this refinancing activity, a portion of the unamortized deferred financing costs associated with the Company's former term loan was written off and included in the statement of operations under loss on extinguishment of debt. 61

Inrequired. ~~the~~Credit ~~first~~losses ~~quarter~~are ofprovided ~~2021,~~for in the ~~Company~~financial ~~issued~~statements ~~senior~~and ~~secured~~consistently ~~second-lien~~have ~~notes~~been ~~and~~within ~~used~~management’s ~~proceeds~~expectations. toAccounts ~~partially~~receivable ~~repay~~are ~~amounts~~recorded ~~outstanding~~at ~~under~~the ~~existing~~invoiced ~~indebtedness~~amount and ~~fully~~do ~~redeem~~not ~~all~~bear ofinterest. ~~its~~The ~~senior~~allowance ~~notes~~for ~~due~~doubtful ~~2024.~~accounts Inis ~~connection~~the ~~with~~Company’s ~~this~~best ~~refinancing~~estimate ~~activity,~~of athe ~~portion~~amount of ~~the~~probable ~~unamortized~~credit ~~deferred~~losses ~~financing~~in ~~costs~~the ~~and~~Company’s ~~unamortized~~existing ~~premium~~accounts ~~associated~~receivable. ~~with~~The balance in the ~~senior~~Company’s ~~notes~~allowance ~~due~~for ~~2024~~doubtful asaccounts ~~well~~is asbased ~~unamortized~~on ~~deferred~~the ~~financing~~Company’s ~~costs~~historical ~~associated~~collections, ~~with~~the age of the ~~Company's~~receivables, ~~term~~specific ~~loan~~customer ~~was~~information, and current economic conditions. Delinquent accounts are written off ~~and~~if ~~included~~collection inefforts ~~the~~have ~~statement~~been ofunsuccessful ~~operations~~and ~~under~~the ~~loss~~likelihood onof ~~extinguishment~~recovery ofis ~~debt~~considered remote.

InDebt ~~the~~Issuance ~~fourth~~Costs ~~quarter of 2021, the Company issued senior secured second-lien notes~~ and ~~used~~Original ~~proceeds~~Issue toDiscount ~~partially repay amounts outstanding under existing indebtedness.~~

~~Lender~~The ~~fees~~costs ~~and~~related ~~third~~to ~~party~~the ~~fees~~issuance ~~incurred~~of ~~during~~debt ~~the~~are ~~refinancing~~capitalized ~~activities~~and ~~described~~amortized ~~above~~over ~~were~~the ~~capitalized~~lives orof ~~expensed~~the asrelated ~~appropriate~~debt ~~based~~and onsuch ~~accounting~~amortization ~~guidance~~is accounted for ~~debt~~as ~~modifications~~interest ~~and extinguishments~~expense. ~~Refer~~ toSee Note 1210, Long-Term Debt, for further discussion for the amount of deferred financing expense that was included in interest expense in the ~~refinancing~~accompanying ~~activities~~consolidated statements of operations.

68Lender fees and third party fees incurred during the refinancing activities described above were capitalized or expensed as appropriate based on accounting guidance for debt modifications and extinguishments. Refer to Note 10, Long-Term Debt, for further discussion of the refinancing activities.

Extinguishment of Debt – The Company may amend, append or replace, in part or in full, its outstanding debt. The Company reviews its unamortized financing costs associated with its outstanding debt to determine the amount subject to extinguishment under the accounting provisions for an exchange of debt instruments with substantially different terms or changes in a line-of-credit or revolving-debt arrangement.

~~During~~The ~~the~~Company ~~first~~may ~~and~~amend, ~~fourth~~append ~~quarter~~or ~~of 2021~~replace, ~~the~~in ~~Company~~part ~~refinanced~~or ~~certain~~in offull, its outstanding debt. InThe ~~each~~Company ~~refinancing~~reviews ~~event,~~its aunamortized ~~portion~~financing ofcosts ~~the~~associated ~~Company’s~~with its outstanding debt ~~was~~to ~~accounted~~determine ~~for~~the asamount ansubject to extinguishment. ~~See~~under ~~Note~~the ~~12,~~accounting ~~Long-Term~~provisions ~~Debt~~ for aan ~~discussion~~exchange of ~~the~~debt ~~Company’s~~instruments ~~long~~with substantially different terms or changes in a line-~~term~~of-credit or revolving-debt arrangement.

Time Brokerage Agreement ~~(Income)~~ Fees ~~– Time Brokerage Agreement~~ (~~"TBA"~~Income) fees or income consists of fees paid or received under agreements that permit an acquirer to program and market stations prior to an acquisition. The Company sometimes enters into a TBA prior to the consummation of station acquisitions and dispositions. The Company may also enter into a Joint Sales Agreement to market, but not to program, a station for a defined period of time. TBA fees or income earned from continuing operations are recorded as a separate line item in the Company’s consolidated statement of operations.

~~Trade~~Time ~~and~~Brokerage ~~Barter~~Agreement ~~Transactions~~("TBA") –fees ~~The~~or ~~Company~~income ~~provides~~consists ~~advertising~~of ~~broadcast~~fees ~~time~~paid inor ~~exchange~~received ~~for~~under ~~certain~~agreements ~~products,~~that ~~supplies~~permit ~~and~~an ~~services.~~acquirer ~~The~~to ~~terms~~program ofand ~~the~~market ~~exchanges~~stations ~~generally~~prior ~~permit~~to ~~the~~an ~~Company~~acquisition. toThe ~~preempt~~Company ~~such~~sometimes ~~broadcast~~enters ~~time~~into ina ~~favor~~TBA ofprior ~~advertisers~~to ~~who~~the ~~purchase~~consummation ~~time~~of onstation ~~regular~~acquisitions ~~terms~~and dispositions. The Company ~~includes~~may ~~the~~also ~~value~~enter ofinto ~~such~~a ~~exchanges~~Joint inSales ~~both~~Agreement ~~broadcasting~~to ~~net~~market, ~~revenues~~but ~~and~~not to program, a station ~~operating~~for ~~expenses.~~a ~~Trade~~defined ~~and~~period ~~Barter~~of ~~valuation~~time. isTBA ~~based~~fees ~~upon~~or ~~management’s~~income ~~estimate~~earned offrom ~~the~~continuing ~~fair~~operations ~~value~~are ofrecorded ~~the~~as ~~products,~~a ~~supplies~~separate ~~and~~line ~~services~~item ~~received.~~in ~~See~~the ~~Note~~Company’s ~~19,~~consolidated ~~Supplemental~~statement ~~Cash~~of ~~Flow~~operations. ~~Disclosures~~The OnCompany ~~Non-Cash~~did ~~Activities,~~not ~~for~~record aTBA ~~summary~~fees ofor ~~the~~income ~~Company’s~~during ~~barter~~2023 ~~transactions~~or 2022.

~~Cash,~~Trade ~~Cash Equivalents~~ and ~~Restricted~~Barter ~~Cash~~Transactions – Cash consists primarily of amounts held on deposit with financial institutions. The Company’s cash deposits with banks are insured by the Federal Deposit Insurance Corporation up to $250,000 per account. At times, the cash balances held by the Company in financial institutions may exceed these insured limits. The risk of loss attributable to these uninsured balances is mitigated by depositing funds in high credit quality financial institutions. The Company has not experienced any losses in such accounts. From time to time, the Company may invest in cash equivalents, which consists of investments in immediately available money market accounts and all highly liquid debt instruments with initial maturities of three months or less. The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. Restricted cash balances consist of amounts that the Company may be restricted in its ability to access or amounts that are reserved for a specific purpose and therefore not available for immediate or general business use.

The Company ~~does~~provides ~~not~~advertising ~~have~~broadcast ~~restricted~~time ~~cash~~in exchange for certain products, supplies and services. The terms of the exchanges generally permit the Company to preempt such broadcast time in favor of advertisers who purchase time on ~~its~~regular ~~balance~~terms. ~~sheet~~The atCompany ~~December 31,~~includes ~~2022~~the value of such exchanges in both broadcasting net revenues and ~~2021~~station operating expenses. As Trade and Barter valuation is based upon management’s estimate of ~~December 31,~~the ~~2022~~fair value of the products, supplies and ~~2021,~~services ~~the~~received. ~~Company~~See ~~had~~Note no17, ~~other~~Supplemental ~~cash~~Cash ~~equivalents~~Flow Disclosures on ~~hand~~Non-Cash Activities, for a summary of the Company’s barter transactions.

~~Leases~~Business –Combinations The Company follows accounting guidance for its leases, which includes the recognition of escalated rents on a straight-line basis over the term of the lease agreement, as described further in Note 11, Other Long-Term Liabilities.

~~The~~Accounting ~~operating~~guidance ~~lease~~for ~~obligations~~business ~~represent~~combinations ~~scheduled~~provides ~~future~~the ~~minimum~~criteria ~~operating~~to ~~lease~~recognize ~~payments~~intangible ~~under~~assets ~~non-cancellable~~apart ~~operating~~from ~~leases,~~goodwill. ~~including~~Other ~~rent~~than ~~obligations~~goodwill, ~~under~~the ~~escalation~~Company ~~clauses~~uses ~~that~~an ~~are~~income ~~defined~~or ~~increases~~cost ~~and~~method ~~not~~to ~~escalations~~determine ~~that~~the ~~depend~~fair onvalue ~~variable~~of ~~indices.~~all ~~The~~intangible ~~minimum~~assets ~~lease~~required ~~payments~~to dobe ~~not~~recognized ~~include common area maintenance, variable real estate taxes, insurance and other costs~~ for ~~which~~business ~~the~~combinations. ~~Company~~For ~~may~~a bediscussion ~~obligated~~of asimpairment ~~most~~testing of ~~these~~those ~~payments~~assets ~~are~~acquired ~~primarily~~in ~~variable~~a ~~rather~~business ~~than~~combination, ~~fixed. See~~including ~~Note 23~~goodwill, ~~Contingencies~~see ~~and~~Note ~~Commitments~~8, ~~for~~Intangible aAssets ~~discussion~~and ~~of the Company’s leases~~Goodwill.

~~Share-Based~~Cash, ~~Compensation~~Cash –Equivalents ~~The Company records compensation expense for all share-based payment awards made to employees~~ and ~~directors,~~Restricted atCash estimated fair value. The Company also uses the simplified method in developing an estimate of the expected term of certain stock options. For further discussion of share-based compensation, see Note 17, Share-Based Compensation.

~~Investments~~Cash –consists ~~For~~primarily ~~those~~of ~~investments~~amounts inheld ~~which~~on ~~the~~deposit with financial institutions. The Company’s ~~has~~cash deposits with banks are insured by the ~~ability~~Federal Deposit Insurance Corporation up to ~~exercise~~$250,000 ~~significant~~per ~~influence~~account. ~~over~~At times, the ~~operating~~cash ~~and~~balances held by the Company in financial ~~policies~~institutions may exceed these insured limits. The risk of ~~the~~loss ~~investee,~~attributable ~~the~~to ~~investment~~these uninsured balances is ~~accounted~~mitigated ~~for~~by ~~under~~depositing ~~the~~funds ~~equity~~in ~~method~~high credit quality financial institutions. AtThe ~~December 31,~~Company ~~2022,~~has ~~and~~not ~~2021~~experienced any losses in such accounts. From time to time, the Company ~~held~~may noinvest ~~equity~~in ~~method~~cash ~~investments.~~equivalents, ~~For~~which ~~those~~consists of investments in ~~which~~immediately ~~the~~available ~~Company~~money ~~does~~market ~~not~~accounts ~~have~~and ~~such~~all ~~significant~~highly ~~influence,~~liquid ~~the~~debt ~~Company~~instruments ~~applies~~with ~~the~~initial ~~accounting~~maturities ~~guidance~~of ~~for~~three ~~certain~~months or less. The Company considers all highly liquid investments inwith ~~debt~~a ~~and~~maturity ~~equity~~of ~~securities~~three months or less to be cash equivalents. AnRestricted cash

6962

~~investment~~balances isconsist ~~classified into one~~ of ~~three~~amounts ~~categories:~~that ~~held-to-maturity,~~the ~~available-for-sale,~~Company ormay ~~trading~~be ~~securities,~~restricted ~~and,~~in ~~depending~~its ~~upon~~ability ~~the~~to ~~classification,~~access isor ~~carried~~amounts atthat ~~fair~~are ~~value~~reserved ~~based~~for ~~upon~~a ~~quoted~~specific ~~market~~purpose ~~prices~~and ortherefore ~~historical~~not ~~cost~~available ~~when~~for ~~quoted~~immediate ~~market~~or ~~prices~~general ~~are~~business ~~unavailable~~use.

The ~~Company~~following ~~has~~table ~~minority~~presents ~~equity~~cash, ~~investments~~cash inequivalents ~~privately held companies that are separately presented in the Investments line item. The Company monitors these investments for impairment~~ and ~~makes~~restricted ~~appropriate~~cash ~~reductions~~reported ~~to the carrying value when events and circumstances indicate that the carrying value of the investments may not be recoverable. In determining whether a decline~~ in ~~fair value exists,~~ the ~~Company~~Consolidated ~~considers~~Balance ~~various~~Sheets ~~factors, including market price (when available), investment ratings, the financial condition and near-term prospects of the investee, the length of time and the extent~~ to ~~which~~ the ~~fair~~total ~~value has been less than the Company’s cost basis, and the Company’s intent and ability to hold the investment for a period~~ of ~~time~~amounts ~~sufficient~~reported ~~to allow for any anticipated recovery~~ in ~~market value. The Company also provides certain quantitative and qualitative disclosures for those investments that are impaired at~~ the ~~balance~~Consolidated ~~sheet~~Statements date and for those investments for which an impairment has not been recognized. The Company's investments continue to be carried at their original cost. There have been no impairments in the investments valued under the measurement alternative, returns of ~~capital,~~Cash ~~or any adjustments resulting from observable price changes in orderly transactions for the investments~~Flow. ~~Refer to Note 21, Fair Value Of Financial Instruments, for additional information on the Company’s investments valued under the measurement alternative.~~

Advertising and Promotion Costs – Costs of media advertising and associated production costs are expensed when incurred. For the years ended December 31, 2022, 2021, and 2020, the costs incurred were $2.9 million, $2.3 million, and $1.2 million.


	As of December 31,
Cash, Cash Equivalents and Restricted Cash	2023		2022
	(amounts in thousands)

Cash and cash equivalents	$	69,694	$	103,344
Restricted cash (1)	3,300		—
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	72,994	$	103,344

(1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program.

~~Insurance~~Leases and Self-Insurance Liabilities – The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property, director and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions. For any legal costs expected to be incurred in connection with a loss contingency, the Company recognizes the expense as incurred.

~~Recognition~~ The Company follows accounting guidance for its leases, which includes the recognition of ~~Insurance~~escalated ~~Claims~~rents on a straight-line basis over the term of the lease agreement. The operating lease obligations represent scheduled future minimum operating lease payments under non-cancellable operating leases, including rent obligations under escalation clauses that are defined increases and ~~Other~~not ~~Recoveries~~escalations –that depend on variable indices. The ~~Company~~minimum ~~recognizes~~lease ~~insurance~~payments ~~recoveries~~do not include common area maintenance, variable real estate taxes, insurance and other ~~claims~~costs ~~when~~for ~~all~~which ~~contingencies~~the ~~have~~Company ~~been~~may ~~satisfied~~be obligated as most of these payments are primarily variable rather than fixed. See Note 21, Contingencies and Commitments, for a discussion of the Company’s leases.

~~Sports Programming Costs and Unfavorable/Favorable Sports Liabilities/Assets – Sports programming costs which are for a specified number of events are amortized on an event~~Share-~~by-event~~Based ~~basis,~~Compensation and programming costs which are for a specified season are amortized over the season on a straight-line basis. Prepaid expenses which are not directly allocable to any one particular season are amortized on a straight-line basis over the life of the agreement. In connection with certain acquisitions, the Company assumed contracts at above or below market rates. These liabilities and assets are being amortized over the life of the contracts and are reflected within current and long-term assets and liabilities.

~~Accrued Litigation -~~ The Company ~~evaluates~~records ~~the~~compensation ~~likelihood~~expense offor anall ~~unfavorable~~share-based ~~outcome~~payment inawards ~~legal~~made ~~or regulatory proceedings~~ to ~~which~~employees ~~it is a party~~ and ~~records~~directors aat ~~loss~~estimated ~~contingency~~fair ~~when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated~~value. ~~These~~The ~~judgments~~Company ~~are~~also ~~subjective,~~uses ~~based on~~ the ~~status~~simplified ofmethod ~~such~~in ~~legal~~developing oran ~~regulatory~~estimate ~~proceedings, the merits~~ of the ~~Company’s~~expected ~~defenses~~term ~~and consultation with corporate and external legal counsel. Actual outcomes~~ of ~~these~~certain ~~legal~~stock ~~and regulatory proceedings may materially differ from the Company’s estimates~~options. ~~The~~For ~~Company~~further ~~expenses~~discussion ~~legal~~of ~~costs~~share-based ascompensation, ~~incurred~~see ~~in professional fees. See~~ Note 2315, ~~Contingencies~~Share-Based ~~and Commitments~~Compensation.

~~Software~~Investments Costs – The Company capitalizes direct internal and external costs incurred to develop internal-use software during the application development stage. Internal-use software includes website development activities such as the planning and design of additional functionality and features for existing sites and/or the planning and design of new sites. Costs related to the maintenance, content development and training of internal-use software are expensed as incurred. Capitalized costs are amortized over the estimated useful life of 3 years using the straight-line method.

For those investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee, the investment is accounted for under the equity method. At December 31, 2023, and 2022, the Company held no equity method investments. For those investments in which the Company does not have such significant influence, the Company applies the accounting guidance for certain investments in debt and equity securities. An investment is classified into one of three categories: held-to-maturity, available-for-sale, or trading securities, and, depending upon the classification, is carried at fair value based upon quoted market prices or historical cost when quoted market prices are unavailable.

The Company has invested in minority equity investments in privately held companies and monitors these investments for impairment and makes appropriate reductions to the carrying value when events and circumstances indicate that the carrying value of the investments may not be recoverable. In determining whether a decline in fair value exists, the Company considers various factors, including market price (when available), investment ratings, the financial condition and near-term prospects of the investee, the length of time and the extent to which the fair value has been less than the Company’s cost basis, and the Company’s intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. The Company also provides certain quantitative and qualitative disclosures for those investments that are impaired at the balance sheet date and for those investments for which an impairment has not been recognized. In 2023, the Company performed a valuation of its minority equity and investments and recorded an impairment loss of $1.5 million in December 2023 to write down the value of two of its three investments to a fair value of $1.5 million based on internally developed methodologies that result in management’s best estimate of this fair value (Refer to Note 19, Fair Value of Financial Instruments, for additional information on the Company’s investments valued under the measurement alternative). The Company's remaining investment continues to be carried at its original cost of $1.5 million in Other assets, net of accumulated amortization on the Company's balance sheet.

Advertising and Promotion Costs

Costs of media advertising and associated production costs are expensed when incurred. For the years ended December 31, 2023 and 2022, the costs incurred were $1.6 million and $3.3 million, respectively.

Insurance and Self-Insurance Liabilities

The Company uses a combination of insurance and self-insurance mechanisms to provide for the potential liabilities for workers’ compensation, general liability, property, director and officers’ liability, vehicle liability and employee health care benefits. Liabilities associated with the risks that are retained by the Company are estimated, in part, by considering claims experience, demographic factors, severity factors, outside expertise and other actuarial assumptions. For any legal costs expected to be incurred in connection with a loss contingency, the Company recognizes the expense as incurred.

Recognition of Insurance Claims and Other Recoveries

The Company recognizes insurance recoveries and other claims when all contingencies have been satisfied.

Sports Programming Costs and Unfavorable/Favorable Sports Liabilities/Assets

Sports programming costs which are for a specified number of events are amortized on an event-by-event basis, and programming costs which are for a specified season are amortized over the season on a straight-line basis. Prepaid expenses which are not directly allocable to any one particular season are amortized on a straight-line basis over the life of the agreement. In connection with certain acquisitions, the Company assumed contracts at above or below market rates. These liabilities and assets are being amortized over the life of the contracts and are reflected within current and long-term assets and liabilities.

Accrued Litigation

The Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which it is a party and records a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These judgments are subjective, based on the status of such legal or regulatory proceedings, the merits of the Company’s defenses and consultation with corporate and external legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company’s estimates. The Company expenses legal costs as incurred in professional fees. See Note 21, Contingencies and Commitments.

Software Costs

The Company capitalizes direct internal and external costs incurred to develop internal-use software during the application development stage. Internal-use software includes website development activities such as the planning and design of additional functionality and features for existing sites and/or the planning and design of new sites. Costs related to the maintenance, content development and training of internal-use software are expensed as incurred. Capitalized costs are amortized over the estimated useful life of 3 years using the straight-line method.

Recent Accounting Pronouncements

~~All~~In ~~new~~November ~~accounting~~2023, ~~pronouncements~~the ~~that~~FASB ~~are~~issued Update 2023-07—Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which requires disclosure of the title and position of the Chief Operating Decision Maker ("CODM"), an explanation of how the CODM uses the reported measure of segment profit or loss in ~~effect~~assessing segment performance and deciding how to allocate resources, and disclosure of significant expenses regularly provided to the CODM that ~~may~~are ~~impact~~included within the ~~Company’s~~reported ~~financial~~measure ~~statements~~of ~~have~~segment ~~been~~profit ~~implemented~~or loss. The ~~Company~~amendments ~~does~~of ~~not~~ASU ~~believe~~2023-07 ~~that~~are ~~there~~effective ~~are~~for ~~any~~fiscal ~~other~~years ~~new~~beginning ~~accounting~~after ~~pronouncements~~December ~~that~~15, ~~have~~2023, ~~been~~and ~~issued~~interim ~~that~~periods ~~might~~within ~~have~~fiscal ayears ~~material~~beginning ~~impact~~after onDecember ~~the~~15, 2024. Early adoption is permitted, and should be applied retrospectively to all periods presented. The Company’s ~~financial~~is ~~position~~currently orevaluating ~~results~~the impact of ~~operations~~this standard, including timing of adoption.

70In December 2023, the FASB issued Update 2023-09—Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the disclosure requirements for income tax rate reconciliation, domestic and foreign income taxes paid, and unrecognized tax benefits. The amendments of ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. The Company is currently evaluating the impact of this standard, including timing of adoption.

~~3. BUSINESS COMBINATIONS AND EXCHANGES~~64

3. ACQUISITIONS AND DISPOSITIONS

The Company records acquisitions under the acquisition method of accounting and allocates the purchase price to the acquired 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.

2024 Dispositions

During the first quarter of 2024, the Company completed the sales of land, building and equipment located in Boston, Massachusetts for aggregate proceeds of $14.4 million. The Company recognized net gains on the sales, net of commissions and other expenses, of $12.9 million.

2023 Dispositions

During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $14.4 million.

During the first quarter of 2023, the Company entered into an agreement with a third party to sell two FCC licenses and assets in Memphis, Tennessee and Buffalo, New York as well as certain intellectual property. During the fourth quarter of 2022, the Company agreed to sell assets of a station in Palm Desert, California. In aggregate, these assets had a carrying value of approximately $5.8 million. During the second quarter of 2023, the Company completed these sales for $15.7 million, net of $0.3 million transaction fees. The company recognized a gain on sale, net of commissions and other expenses of $9.9 million.

During the fourth quarter of 2023, the Company completed the sale of tower assets for $10.1 million. The Company recognized a gain on the sale, net of commission and other expenses of $9.1 million.

These 2023 gains were offset by losses of $6.6 million resulting from the disposal of assets no longer used in production of revenue.

2022 Dispositions

During the first quarter of 2022, the Company closed on an agreement to sell a perpetual easement in San Francisco, California and recognized a gain of approximately $2.5 million.

During the second quarter of 2022, the Company entered into an agreement with a third party to dispose of land, and equipment in Houston, Texas. In aggregate, these assets had a carrying value of approximately $4.2 million. In the third quarter of 2022, the Company completed this sale. The Company recognized a gain on the sale, net of commissions and other expenses, of approximately $10.6 million.

During the third quarter of 2022, the Company entered into an agreement to dispose of land, equipment and ~~equipment~~an inFCC ~~Nevada.~~license Onin ~~November~~Las 2Vegas, ~~2022~~Nevada. ~~the~~Total ~~Company~~proceeds ~~completed~~from the sale of the land and equipment ~~for~~was $39.1 million ~~cash~~ and ~~reported~~resulted in a gain of approximately $35.3 million.

~~Beasley~~During ~~Exchange~~2022, the Company also recognized net gains of approximately $0.6 million on sales of other assets no longer used in production of revenue.

~~On December 22,~~ 2022, ~~the Company completed a transaction with~~ Beasley Media Group Licenses, LLC and Beasley Media Group, LLC. ("Beasley") in which the Company exchanged its Station KXTE located in Pahrump, Nevada for Beasley's Station KDWN located in Las Vegas, Nevada (the "Beasley Vegas Exchange"). The Company and Beasley began programming the respective stations under local marketing agreements ("LMAs") on November 14, 2022. During the period of the LMAs, the Company's consolidated financial statements excluded net revenues and station operating expenses associated with the KXTE (the "divested station") and included net revenues and station operating expenses associated with KDWN (the "acquired station").

~~Upon~~During ~~completion~~the fourth quarter of 2022, the Company completed a transaction with Beasley ~~Vegas~~Media ~~Exchange~~Group Licenses, ~~the~~LLC ~~Company:~~and Beasley Media Group, LLC. (i"Beasley") ~~removed~~in ~~from~~which the Company exchanged its ~~consolidated~~Station ~~balance~~KXTE ~~sheet~~located ~~the~~in ~~assets~~Pahrump, ofNevada for Beasley's Station KDWN. Beasley began programming the ~~divested~~respective ~~station;~~stations under local marketing agreements (ii"LMAs") ~~recorded~~on November 14, 2022. During the ~~assets~~period of the ~~acquired~~LMAs, ~~station~~the atCompany's ~~fair~~consolidated ~~value;~~financial statements excluded net revenues and station operating expenses associated with KXTE (~~iii~~the "divested station") ~~recognized~~and aincluded ~~loss~~net onrevenues ~~the~~and ~~exchange~~station ofoperating ~~approximately~~expenses ~~$2.0 million.~~associated with KDWN (the "acquired station").

Upon completion of the Beasley Vegas Exchange, the Company: (i) removed from its consolidated balance sheet the assets of the divested station; (ii) recorded the assets of the acquired station at fair value; and (iii) recognized a loss on the exchange of approximately $1.3 million.

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

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	$	535
Total tangible property	535
Total tangible property assets	535
Radio broadcasting licenses	2,002
Total intangible assets	$2,002	~~2,002~~
Total assets	$	2,537

2021 WideOrbit Streaming Acquisition

On October 20, 2021, the Company completed an acquisition of WideOrbit's digital audio streaming technology and the related assets and operations of WideOrbit Streaming for approximately $40.0 million (the "WideOrbit Streaming Acquisition"), which included certain employees. The assets acquired included $31.5 million of developed technology and $8.0 million of intangible licenses. The Company determined this acquisition was a business combination. The Company will operate WideOrbit Streaming under the name AmperWave ("AmperWave"). The Company funded this acquisition through a draw on its revolving credit facility (the "Revolver"). The Company's consolidated financial statements for the year ended December 31, 2022 reflect the results of AmperWave and based upon the timing of the WideOrbit Streaming Acquisition, the Company's consolidated financial statements for the year ended December 31, 2021 , reflect the results of AmperWave for the

portion of the period after the completion of the acquisition. The Company's consolidated financial statements for the year ended December 31, 2020 do not reflect the results of AmperWave.

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

	Final Value
	(amounts in thousands)
Assets
Operating lease right-of-use assets	$	142
Net property and equipment	38
Other assets, net of accumulated amortization	39,532
Goodwill	386
Total intangible and other assets	39,918
Operating lease liabilities	(142)
Deferred tax asset	134
Net assets acquired	$	40,090

2021 Urban One Exchange

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

Upon completion of the Urban One Exchange, the Company: (i) removed from its consolidated balance sheet the assets of the divested stations, which were previously classified as assets held for sale; (ii) recorded the assets of the acquired stations at fair value; and (iii) recognized a gain on the exchange of approximately $4.0 million. The Company's consolidated financial statements for the year ended December 31, 2022 reflect the results of the Urban One Exchange and based upon the timing of the Urban One Exchange, the Company's consolidated financial statements for the year ended December 31, 2021; (a) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect and after the completion of the Urban One Exchange; and (b) do not reflect the results of the divested stations. The Company's consolidated financial statements for the year ended December 31, 2020: (a) reflect the results of the acquired stations for the portion of the period in which the LMAs were in effect; and (b) reflect the results of the divested stations until the commencement date of the LMAs.

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

2021 Podcorn Acquisition

On March 9, 2021, the Company completed the acquisition of podcast influencers marketplace, Podcorn Media, Inc. ("Podcorn") for $14.6 million in cash plus working capital and a performance-based earnout over the next two years (the "Podcorn Acquisition"). The Company's consolidated financial statements for the year ended December 31, 2022 reflect the results of Podcorn and the Company's consolidated financial statements for the year ended December 31, 2021 reflect the results of Podcorn for the portion of the period after the completion of the Podcorn Acquisition. The Company's consolidated financial statements for the years ended December 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 the former owners of Podcorn based upon the achievement of certain annual performance benchmarks over a two-year period. A portion of the contingent consideration could be paid out in 2023 and a portion of the contingent consideration could be paid out in 2024. The timing of the payment of the contingent consideration is dependent upon Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement. The range of the total undiscounted amounts the Company could pay under the contingent consideration agreement over the two-year period is between $0 and $45.2 million. The fair value of the contingent consideration recognized on the acquisition date of $7.7 million was estimated by applying probability-weighted, discounted future cash flows at current tax rates. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values, as defined in the purchase agreement, for 2022 and 2023, and the discount rate. Since the acquisition date, changes in the projected Adjusted EBITDA and fluctuations in the market-based inputs used to develop the discount rate resulted in a reduction in the discount rate. As a result, the fair value of the contingent consideration at December 31, 2022 decreased $8.8 million to $0.1 million. Changes in the fair value of the contingent considerations are recorded to the Station Operating Expenses line item on the Statement of Operations.

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

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

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 consolidated financial statements for the years ended December 31, 2022 and December 31, 2021 reflect the results of QLGG and the Company's consolidated financial statements for the year ended December 31, 2020, reflect the results of QLGG for the portion of the period after the completion of the QLGG Acquisition.

	Final Value
	(amounts in thousands)
Assets
Net property and equipment	$	8
Other assets, net of accumulated amortization	14,608
Goodwill	18,127
Total intangible and other assets	32,735
Deferred tax liabilities	(1,152)
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. As a result of this sale, the Company no longer maintains a presence in the Greensboro, North Carolina market. Refer to Note 22, Assets Held For Sale, for additional information.

Merger and Acquisition Costs

Merger and acquisition costs are expensed and are included within Other expenses in the statement of operations. The Company records merger and acquisition costs whether or not an acquisition occurs. Merger and acquisition costs incurred consist primarily of legal, professional and advisory services related to the acquisition activities described above.

Unaudited Pro Forma Summary of Financial Information

The following unaudited pro forma information for the years ended December 31, 2022, December 31, 2021, and December 31, 2020, assumes that: (i) the acquisitions in 2022 had occurred as of January 1, 2021; (ii) the acquisitions in 2021 had occurred as of January 1, 2020; and (iii) the acquisition in 2020 had occurred as of January 1, 2019.

Refer to information within this Note 3, Business Combinations, 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.

	Years Ended December 31
	2022		2021		2020
	(amounts in thousands, except per share data)
	Actual		Pro Forma		Pro Forma
Net revenues	$	1,253,664	$	1,223,008	$	1,069,040
Net income (loss)	$	(140,671)	$	(8,670)	$	(254,443)
Net income (loss) per common share - basic	$	(1.01)	$	(0.06)	$	(1.89)
Net income (loss) per common share - diluted	$	(1.01)	$	(0.06)	$	(1.89)
Weighted shares outstanding basic	138,654		135,981		134,571
Weighted shares outstanding diluted	138,654		135,981		134,571

4. RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.

	Years Ended December 31
	Year Ended December 31
	2022		2021		2020
	2023		2022
	(amounts in thousands)
Workforce reduction	$	63,~~058~~124	$	56,~~521~~058	$	~~11,885~~
Costs to exit duplicative contracts	$11,474	~~1,450~~	—1,450		—
Other restructuring costs	~~2,500~~377		~~150~~2,500		96
Total restructuring charges	$	1014,~~008~~975	$	510,~~671~~008	$	~~11,981~~

Restructuring ~~Plan~~Plans

During the ~~third~~first quarter of ~~2022~~2023, the Company initiated a restructuring plan (the "2023 Plan") to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. ~~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 and~~ current macroeconomic conditions, as such this is an ongoing restructuring program. The ~~restructuring~~2023 ~~plans~~Plan primarily included workforce reduction charges that ~~included~~consists of one-time termination benefits and the related costs to mitigate the adverse impacts of the ~~COVID-19 pandemic and~~ current macroeconomic conditions, which includes exiting duplicative and loss-making contracts.

During the third quarter of 2022, the Company initiated a restructuring plan (the "2022 Plan") to help mitigate the adverse impact that the current macroeconomic conditions are having on financial results and business operations. In connection with the sale of a radio station and the consolidation of studio facilities in a few markets, the Company abandoned certain leases. The Company computed the present value of the remaining lease payments of the lease and recorded lease abandonment costs. These lease abandonment costs include future lease liabilities offset by estimated sublease income. Due to the timing of the lease expirations, the Company assumed there was minimal sublease income. ~~Of the restructuring charges unpaid and outstanding at December 31, 2022, no amount relates to the CBS Radio restructuring plan.~~

~~The estimated amount of unpaid restructuring charges as of December 31, 2022 includes amounts in accrued expenses that are expected to be paid in less than one year.~~66

	Years Ended December 31,
	2022		2021		2020
	(amounts in thousands)
Restructuring charges and lease abandonment costs, beginning balance	$	2,623	$	2,988	$	4,251
Additions	10,008		5,671		11,981
Payments	(9,881)		(6,036)		(13,244)
Restructuring charges and lease abandonment costs unpaid and outstanding	2,750		2,623		2,988
Restructuring charges and lease abandonment costs - noncurrent portion	—		—		(812)
Restructuring charges and lease abandonment costs - current portion	$	2,750	$	2,623	$	2,176

The table below sets forth the estimated amount of unpaid restructuring charges as of December 31, 2023 included in accrued expenses that are expected to be paid in less than one year.


	Year Ended December 31,
	2023		2022
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,750	$	2,623
Additions	14,975		10,008
Payments	(16,906)		(9,881)
Restructuring charges unpaid and outstanding	819		2,750
Restructuring charges - noncurrent portion	—		—
Restructuring charges - current portion	$	819	$	2,750

5. 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.

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.

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