UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended March 31, 2024

For the quarterly period ended September 30, 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

(Address of principal executive offices and zip code)

(610) 660-5610

(Registrant’s telephone number, including area code)

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

Securities registered pursuant to Section 12(b) of the Act: None

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

AUD

New York Stock Exchange*

*On October 30, 2023, the NYSE filed a Form 25 relating to the delisting from the NYSE of our Class A common stock. The delisting is expected to become effective 10 days after the filing of Form 25.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 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 ☐

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

Class A common stock, $0.01 par value – 4,594,~~757~~717 ~~Shares~~shares ~~Outstanding~~outstanding as of ~~October~~April 3130, ~~2023~~2024

Class B common stock, $0.01 par value – 134,839 ~~Shares~~shares ~~Outstanding~~outstanding as of ~~October~~April 3130, ~~2023~~2024

Table of Contents

AUDACY, INC.

INDEX

Table of Contents		Page
	NOTE REGARDING FORWARD LOOKING STATEMENTS	ii
	Part I – Financial Information
Item 1	Financial Statements	1
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3429
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4939
Item 4	Controls and Procedures	5039
	Part II – Other Information
Item 1	Legal Proceedings	5039
Item 1A	Risk Factors	5039
Item 2	Unregistered Sales of Equity Securities, ~~Use of Proceeds~~ and ~~Issuer~~Use ~~Purchases~~ of ~~Equity Securities~~Proceeds	5239
Item 3	Defaults Upon Senior Securities	5240
Item 4	Mine Safety Disclosures	5240
Item 5	Other Information	5240
Item 6	Exhibits	5341
	Signatures	5443

Table of Contents

~~Private~~NOTE ~~Securities~~REGARDING ~~Litigation~~FORWARD ~~Reform~~LOOKING ~~Act Safe Harbor Statement~~STATEMENTS

InThis Quarterly Report on Form 10-Q contains, in addition to historical information, ~~this report contains~~ statements by us with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Forward-looking statements ~~reflect~~are ~~our~~presented ~~current~~for ~~expectations~~illustrative ~~concerning~~purposes ~~future~~only ~~results~~ and ~~events~~reflect ~~and~~our ~~are~~current ~~subject~~expectations toconcerning ~~significant~~future ~~risks~~results and ~~uncertainties~~events. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, without limitation, any ~~projections of earnings, revenues or other financial items; any~~ statements ofregarding: the ~~plans,~~restructuring ~~strategies and objectives~~ of ~~management~~our ~~for~~indebtedness ~~future~~pursuant ~~operations;~~to ~~any~~Chapter ~~statements~~11 ~~concerning~~under ~~proposed~~the ~~new~~protection ~~services~~of orthe ~~developments~~bankruptcy court; ~~any~~our ~~statements regarding~~ future economic conditions or performance, including statements about our ability to continue as a going concern; ~~and~~projections aof ~~potential~~earnings, ~~restructuring~~revenues ofor ~~our~~other ~~indebtedness~~financial ~~under~~items; the ~~protection~~plans, strategies and objectives of amanagement ~~bankruptcy~~for ~~court~~future operations; ~~any~~proposed ~~statements~~new ofservices ~~belief~~or developments; ~~and~~our ~~any~~beliefs; ~~statements~~and ofour assumptions underlying any of the foregoing.

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

~~iii~~•the risks and uncertainties associated with the Chapter 11 Cases (as defined below);

•our inability to consummate the confirmed Plan (as defined below);

•our ability to pursue our business strategies during the Chapter 11 Cases;

•our ability to generate sufficient cash from operations to fund our operations;

•the diversion of management’s attention as a result of the Chapter 11 Cases;

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

•the impact of the restructuring on our business;

•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 ability to change the public perception related to our bankruptcy proceedings;

•the implementation and transition of a new board of directors upon emergence;

•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” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission on March 22, 2024 and certain other factors set forth herein and in our other filings with the U.S. Securities and Exchange Commission.

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 Quarterly Report on Form 10-Q or to reflect the occurrence of unanticipated events, except as required by law.

Table of Contents

PART I - FINANCIAL INFORMATION

FINANCIAL INFORMATION

ITEM 1. Financial Statements

AUDACY, INC. (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED BALANCE SHEETS

(amounts in thousands)

	SEPTEMBER 30, 2023		DECEMBER 31,2022
ASSETS:
Cash, cash equivalents and restricted cash	$	57,380	$	103,344
Accounts receivable, net of allowance of $7,085 in 2023 and $9,425 in 2022	249,241		261,357
Prepaid expenses, deposits and other	74,657		72,350
Total current assets	381,278		437,051
Investments	3,005		3,005
Net property and equipment	315,557		344,690
Operating lease right-of-use assets	198,702		211,022
Radio broadcasting licenses	1,693,670		2,089,226
Goodwill	63,915		63,915
Assets held for sale	2,476		5,474
Other assets, net of accumulated amortization	130,340		130,510
TOTAL ASSETS	$	2,788,943	$	3,284,893
LIABILITIES:
Accounts payable	$	8,078	$	14,002
Accrued expenses	66,396		72,488
Other current liabilities	93,916		80,549
Operating lease liabilities	40,238		40,815
Long-term debt, current portion	1,922,111		—
Total current liabilities	2,130,739		207,854
Long-term debt	—		1,880,362
Operating lease liabilities, net of current portion	194,185		196,654
Net deferred tax liabilities	316,406		453,378
Other long-term liabilities	20,990		26,026
Total long-term liabilities	531,581		2,556,420
Total liabilities	2,662,320		2,764,274
CONTINGENCIES AND COMMITMENTS
SHAREHOLDERS' EQUITY:
Class A common stock $0.01 par value; voting; authorized 200,000,000 shares; issued and outstanding 4,866,563 and 4,705,328 shares at September 30, 2023 and December 31, 2022 respectively	49		47
Class B common stock $0.01 par value; voting; authorized 75,000,000 shares; issued and outstanding 134,839 shares at September 30, 2023 and December 31, 2022	1		1
Class C common stock $0.01 par value; non voting; authorized 50,000,000 shares; no shares issued and outstanding	—		—
Additional paid-in capital	1,681,823		1,678,247
Accumulated deficit	(1,556,594)		(1,160,618)
Accumulated other comprehensive income	1,344		2,942
Total shareholders' equity	126,623		520,619
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	2,788,943	$	3,284,893

(unaudited)


	MARCH 31, 2024		DECEMBER 31, 2023
ASSETS:
Cash, cash equivalents and restricted cash	$	105,963	$	72,994
Accounts receivable, net of allowance of $7,849 in 2024 and $6,845 in 2023	226,000		258,088
Prepaid expenses, deposits and other	79,483		70,537
Total current assets	411,446		401,619

Property and equipment, net	279,359		284,681
Software, net	122,918		129,128
Operating lease right-of-use assets	195,984		202,010
Radio broadcasting licenses	794,771		794,771
Goodwill	63,915		63,915
Assets held for sale	—		1,544
Other assets	24,070		22,772

TOTAL ASSETS	$	1,892,463	$	1,900,440
LIABILITIES:
Accounts payable	$	6,214	$	21,742
Accrued expenses	69,793		73,519
Other current liabilities	46,934		131,031
Operating lease liabilities	39,206		37,631
Short-term borrowing	32,000		—
Long-term debt, current portion	—		1,924,023
Total current liabilities	194,147		2,187,946
Long-term debt	75,000		—
Operating lease liabilities, net of current portion	188,448		201,802
Net deferred tax liabilities	97,452		101,937
Other long-term liabilities	21,930		23,508
Liabilities subject to compromise	1,931,787		—


CONTINGENCIES AND COMMITMENTS (Note 18)

SHAREHOLDERS' DEFICIT:
Class A common stock $0.01 par value; voting; authorized 200,000,000 shares; issued and outstanding 4,859,759 and 4,867,170 shares at March 31, 2024 and December 31, 2023 respectively	49		49
Class B common stock $0.01 par value; voting; authorized 75,000,000 shares; issued and outstanding 134,839 shares at March 31, 2024 and December 31, 2023	1		1
Class C common stock $0.01 par value; non voting; authorized 50,000,000 shares; no shares issued and outstanding	—		—
Additional paid-in capital	1,682,771		1,682,467
Accumulated deficit	(2,299,122)		(2,297,270)
Accumulated other comprehensive income	—		—
Total shareholders' deficit	(616,301)		(614,753)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,892,463	$	1,900,440

See notes to condensed consolidated financial statements.

Table of Contents

AUDACY, INC. (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

(unaudited)

	THREE MONTHS ENDED				~~NINE MONTHS ENDED~~
	SEPTEMBER 30,
	MARCH 31,
	2023		2022		2023		2022
	2024		2023
NET REVENUES	$	~~299~~261,~~166~~806	$	~~316~~259,~~969~~635	$	~~857,314~~	$	~~911,703~~
OPERATING EXPENSE:
Station operating expenses	~~255~~232,~~989~~492		~~260~~233,~~031~~927		~~756,038~~		~~746,936~~
Depreciation and amortization expense	1821,~~310~~910		1817,~~345~~442		~~53,327~~		~~47,455~~
Corporate general and administrative expenses	3222,~~556~~947		2125,~~160~~298		~~83,734~~		~~72,774~~
Restructuring charges	~~1,272~~442		42,~~216~~421		~~12,204~~		~~6,118~~
Impairment loss	~~272,656~~156		~~176~~5,~~784~~050		~~403,061~~		~~180,075~~
Net gain on sale or disposal	(24)		(10,665)		(22,305)		(13,228)
Net gain on sale or disposal of assets	(15,804)		(12,404)
Change in fair value of contingent consideration	—		(1,098)		—		(8,802)
Other expenses	88		110
Other expenses	74		72		426		474
TOTAL OPERATING EXPENSES	262,231		271,844
Total operating expense	580,833		468,845		1,286,485		1,031,802
OPERATING LOSS	(425)		(12,209)
OPERATING LOSS	(281,667)		(151,876)		(429,171)		(120,099)
Interest expense, net	5,366		32,381
NET INTEREST EXPENSE	36,011		28,113		102,940		76,113
Reorganization items, net	26,035		—
Other income	—(25,489)		—		—		~~(238)~~
OTHER INCOME	—		—		—		(238)
LOSS BEFORE INCOME TAXES	(6,337)		(44,590)
LOSS BEFORE TAX BENEFIT	(317,678)		(179,989)		(532,111)		(195,974)
INCOME TAX BENEFIT	(4,485)		(8,689)
TAX BENEFIT	(83,345)		(39,014)		(136,075)		(43,153)
NET LOSS	$	(1,852)	$	(35,901)
NET LOSS	(234,333)		(140,975)		(396,036)		(152,821)
NET LOSS PER SHARE - BASIC	$	(0.39)	$	(7.63)
NET LOSS PER SHARE - BASIC	$	(49.64)	$	(30.35)	$	(84.29)	$	(32.92)
NET LOSS PER SHARE - DILUTED	$	(0.39)	$	(7.63)
NET LOSS PER SHARE - DILUTED	$	(49.64)	$	(30.35)	$	(84.29)	$	(32.92)
WEIGHTED AVERAGE SHARES:
Basic	4,~~720~~729,~~371~~597		4,~~645~~703,~~375~~819		~~4,698,242~~		~~4,641,546~~
Diluted	4,~~720~~729,~~371~~597		4,~~645~~703,~~375~~819		~~4,698,242~~		~~4,641,546~~

See notes to condensed consolidated financial statements.

Table of Contents

AUDACY, INC. (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(amounts in thousands)

(unaudited)

	THREE MONTHS ENDED				~~NINE MONTHS ENDED~~
	September 30,
	March 31,
	2023		2022		2023		2022
	2024		2023
NET LOSS	$	(~~234~~1,~~333~~852)	$	(~~140~~35,~~975~~901)	$	~~(396,036)~~	~~(152,821)~~
OTHER COMPREHENSIVE INCOME, NET OF TAXES:
OTHER COMPREHENSIVE LOSS, NET OF TAXES:
Net unrealized (loss) gain on derivatives, net of taxes (benefit)	(367)		1,422		(1,598)		3,198
Net unrealized loss on derivatives, net of taxes (benefit)	—		(840)
COMPREHENSIVE LOSS	$	(~~234~~1,~~700~~852)	$	(~~139~~36,~~553~~741)	$	~~(397,634)~~	$	~~(149,623)~~

See notes to condensed consolidated financial statements.

Table of Contents

AUDACY, INC. (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

(amounts in thousands, except share data)

(unaudited)

	Common Stock (1)						AdditionalPaid-inCapital		AccumulatedDeficit		AccumulatedOtherComprehensiveIncome (Loss)		Total
	Common Stock						AdditionalPaid-inCapital		AccumulatedDeficit		AccumulatedOtherComprehensiveIncome (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2022	4,705,328	$	47	134,839	$	1	$	1,678,247	$	(1,160,618)	$	2,942	$	520,619
Balance, December 31, 2023	4,867,170	$	49	134,839	$	1	$	1,682,467	$	(2,297,270)	$	—	$	(614,753)
Net loss	—	—		—	—		—		(351,~~901~~852)		—		(351,~~901~~852)
Compensation expense related to granting of stock awards	~~195,724~~—	2—		—	—		~~1,947~~304		—		—		~~1,949~~304
Purchase of vested employee restricted stock units	(277,~~072~~411)	—		—	—		~~(127)~~—		—		—		~~(127)~~—
Payment of dividends on common stock	—	—		—	—		(60)		—		—		(60)
Balance, March 31, 2024	4,859,759	$	49	134,839	$	1	$	1,682,771	$	(2,299,122)	$	—	$	(616,301)
Dividend equivalents, net of forfeitures	—	—		—	—		—		22		—		22
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(840)		(840)
Balance, March 31, 2023	4,873,980	$	49	134,839	$	1	$	1,680,007	$	(1,196,497)	$	2,102	$	485,662
Net loss	—	—		—	—		—		(125,802)		—		(125,802)
Compensation expense related to granting of stock awards	(7,449)	—		—	—		1,049		—		—		1,049
Repurchase of common stock	(215)	—		—	—		(1)		—		—		(1)
Purchase of vested employee restricted stock units	(557)	—		—	—		(2)		—		—		(2)
Payment of dividends on common stock	—	—		—	—		21		—		—		21
Dividend equivalents, net of forfeitures	—	—		—	—		—		38		—		38
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(391)		(391)
Balance, June 30, 2023	4,865,759	$	49	134,839	$	1	$	1,681,074	$	(1,322,261)	$	1,711	$	360,574
Net loss	—	—		—	—		—		(234,333)		—		(234,333)
Compensation expense related to granting of stock awards	950	—		—	—		749		—		—		749
Purchase of vested employee restricted stock units	(146)	—		—	—		—		—		—		—
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(367)		(367)
Balance, September 30, 2023	4,866,563	$	49	134,839	$	1	$	1,681,823	$	(1,556,594)	$	1,344	$	126,623

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


	Common Stock						Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2022	4,705,328	$	47	134,839	$	1	$	1,678,247	$	(1,160,618)	$	2,942	$	520,619
Net loss	—	—		—	—		—		(35,901)		—		(35,901)
Compensation expense related to granting of stock awards	195,724	2		—	—		1,947		—		—		1,949



Purchase of vested employee restricted stock units	(27,072)	—		—	—		(127)		—		—		(127)
Payment of dividends on common stock	—	—		—	—		(60)		—		—		(60)
Dividend equivalents, net of forfeitures	—	—		—	—		—		22		—		22
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		(840)		(840)
Balance, March 31, 2023	4,873,980	$	49	134,839	$	1	$	1,680,007	$	(1,196,497)	$	2,102	$	485,662

See notes to condensed consolidated financial statements.

Table of Contents

AUDACY, INC. (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(amounts in thousands, except share data)

	Common Stock (1)						AdditionalPaid-inCapital		(AccumulatedDeficit)		AccumulatedOtherComprehensiveIncome (Loss)		Total
	Class A			Class B
	Shares	Amount		Shares	Amount
Balance, December 31, 2021	4,668,678	$	47	134,839	$	1	$	1,672,588	$	(1,020,142)	$	(289)	$	652,205
Net loss	—	—		—	—		—		(11,073)		—		(11,073)
Compensation expense related to granting of stock awards	(1,978)	—		—	—		2,698		—		—		2,698
Issuance of common stock related to the Employee Stock Purchase Plan ("ESPP")	2,034	—		—	—		177		—		—		177
Purchase of vested employee restricted stock units	(20,729)	—		—	—		(1,839)		—		—		(1,839)
Payment of dividends on common stock	—	—		—	—		(174)		—		—		(174)
Dividend equivalents, net of forfeitures	—	—		—	—		—		202		—		202
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		1,223		1,223
Balance, March 31, 2022	4,648,005	$	47	134,839	$	1	$	1,673,450	$	(1,031,013)	$	934	$	643,419
Net loss	—	—		—	—		—		(773)		—		(773)
Compensation expense related to granting of stock awards	57,934	1		—	—		2,480		—		—		2,481
Issuance of common stock related to the ESPP	4,706	—		—	—		132		—		—		132
Purchase of vested employee restricted stock units	(760)	—		—	—		(51)		—		—		(51)
Payment of dividends on common stock	—	—		—	—		(4)		—		—		(4)
Dividend equivalents, net of forfeitures	—	—		—	—		—		4		—		4
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		553		553
Balance, June 30, 2022	4,709,885	$	48	134,839	$	1	$	1,676,007	$	(1,031,782)	$	1,487	$	645,761
Net loss	—	—		—	—		—		(140,975)		—		(140,975)
Compensation expense related to granting of stock awards	(5,606)	—		—	—		726		—		—		726
Issuance of common stock related to the ESPP	6,606	—		—	—		77		—		—		77
Purchase of vested employee restricted stock units	(146)	—		—	—		(2)		—		—		(2)
Dividend equivalents, net of forfeitures	—	—		—	—		—		2		—		2
Net unrealized gain (loss) on derivatives	—	—		—	—		—		—		1,422		1,422
Balance, September 30, 2022	4,710,739	$	48	134,839	$	1	$	1,676,808	$	(1,172,755)	$	2,909	$	507,011

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

See notes to condensed consolidated financial statements.

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AUDACY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	NINE MONTHS ENDED SEPTEMBER 30,
	THREE MONTHS ENDED MARCH 31,
	2023		2022
	2024		2023
OPERATING ACTIVITIES:
Net loss	$	(~~396~~1,~~036~~852)	$	(~~152~~35,~~821~~901)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	5321,~~327~~910		4717,~~455~~442
Net amortization of deferred financing costs (net of original issue discount and debt premium)	~~4,071~~210		31,~~064~~008
Net deferred tax benefit	(~~136~~4,~~075~~485)		(378,~~362~~442)
Provision for bad debts	21,~~157~~156		~~1,006~~471
Net gain on sale or disposal	(2215,~~305~~804)		(1312,~~228~~404)
Non-cash stock-based compensation expense	3,747		5,905
Gain on sale of investments	(25,489)		—
Deferred compensation loss (gain)	750		(5,835)
Non-cash stock-based compensation expense	304		1,949
Impairment losses	403,061		180,075
Deferred compensation loss (gain)	748		292
Change in fair value of contingent consideration	—		(8,802)
Impairment losses	156		5,050
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
Non-cash reorganization items, net	4,300		—
Accounts receivable	9,959		8,793
Changes in assets and liabilities:
Prepaid expenses and deposits	(473)		(15,679)
Accounts receivable	30,932		40,454
Other assets	2,608		935
Prepaid expenses and deposits	(10,252)		(17,974)
Accounts payable and accrued liabilities	(26,258)		(18,808)
Other assets	57		(370)
Accrued interest expense	27,592		(1,383)
Accounts payable and accrued liabilities	(27,288)		(6,963)
Operating leases	(3,233)		—
Accrued interest expense	2,566		(1,660)
Other long-term liabilities	(5,786)		(12,944)
Operating leases	(3,360)		(1,801)
Net cash used in by operating activities	(82,894)		(19,629)
Other long-term liabilities	(2,326)		(3,773)
Net cash used in operating activities	(28,517)		(22,622)
INVESTING ACTIVITIES:
Additions to property, equipment and software	(34,642)		(72,541)
Additions to property and equipment	(2,110)		(7,195)
Proceeds from sale of property, equipment, intangibles and other assets	3214,~~741~~395		1816,~~604~~866
Purchases of businesses and audio assets	—		(5,040)
Additions to software	(4,839)		(6,423)
Net cash used in investing activities	(1,901)		(58,977)
Proceeds from sale of investment	25,489		—
Net cash provided by investing activities	32,935		3,248

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AUDACY, INC. (DEBTOR-IN-POSSESSION)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	NINE MONTHS ENDED SEPTEMBER 30,
	THREE MONTHS ENDED MARCH 31,
	2023		2022
	2024		2023
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt	39,000		90,000
Borrowing under the DIP Facility	32,000		—
Payments of revolving senior debt	—		(22,727)
Payments of long-term debt	—		(10)
Retirement of notes	—		(10,000)
Payment for debt issuance costs associated with short-term borrowing	(2,081)		—
Proceeds from issuance of employee stock plan	—		386
Payment for debt issuance costs associated with long-term-debt	(1,368)		—
Purchase of vested employee restricted stock units	~~(129)~~—		(~~1,892~~127)
Payment of dividends on common stock	~~(39)~~—		—(60)
Payment of dividend equivalents on vested restricted stock units	—		(178)
Net cash provided by (used in) financing activities	28,551		(197)
Repurchase of common stock	(1)		—
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	32,969		(19,571)
Net cash provided by financing activities	38,831		55,589
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR	72,994		103,344
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	(45,964)		(23,017)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD	$	105,963	$	83,773
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR	103,344		59,439
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH END OF PERIOD	$	57,380	$	36,422
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest	$	692,~~816~~589	$	7132,~~439~~692
Income taxes	$	~~2,233~~144	$	~~(14,779)~~239
Reorganization items, net	$	11,417	$	—

See notes to condensed consolidated financial statements.

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AUDACY, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

1. BASIS OF PRESENTATION AND SIGNIFICANT POLICIES

Audacy, Inc. was formed as a Pennsylvania corporation in 1968. Its ~~New York Stock Exchange ticker symbol is "AUD." On May 16, 2023, trading in our~~ Class A common stock oncurrently ~~the~~trades New York Stock Exchange was suspended. On October 30, 2023, the New York Stock Exchange (the “NYSE”) filed a Form 25 relating to the delisting from the NYSE of our Class A common stock with the Securities and Exchange Commission (“SEC”). The delisting is expected to become effective 10 days after the filing of Form 25. Our Class A common stock will continue to trade Over The Counter (the "OTC Pink") under the ticker symbol "~~AUDA~~AUDAQ".

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

This Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, ~~2022~~2023, and filed with the SEC on March 1622, ~~2023~~2024, as part of the Company’s Annual Report on Form 10-K (the "~~2022~~2023 Annual Report"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.

There have been no material changes from Note 2, Significant Accounting Policies, as described in the notes to the Company’s consolidated financial statements contained in the ~~2022~~Company's 2023 Annual Report except for the application of Accounting Standard Codification (“ASC”) Topic 852 – Reorganization that was implemented during the first quarter of 2024 in conjunction with the bankruptcy proceedings.

OnCurrent ~~June~~Bankruptcy 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 per share (“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. In addition, proportional adjustments were made to the number of shares of the Company’s Class A common stock, par value $0.01 per share (“Class A common stock”) subject to outstanding equity awards, as well as the applicable exercise price, to reflect the Reverse Stock Split. All information related to Common Stock, stock options, restricted stock units and earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. The Company effected the Reverse Stock Split to seek to regain compliance with the minimum average closing price requirement of Rule 802.01C of the New York Stock Exchange’s Listing Company Manual. Following the Reverse Stock Split, the Class A common stock continued to be traded on the OTC Pink under the symbol “AUDA” on a split-adjusted basis beginning on June 30, 2023. Proceedings

~~Going~~On ~~Concern~~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). Audacy Receivables, LLC did not file voluntary petitions for reorganization under the Bankruptcy Code and is not a Debtor in the Chapter 11 Cases.

InThe ~~accordance~~Plan ~~with~~was ~~Accounting~~supported ~~Standards~~by ~~Codification~~a Restructuring Support Agreement (~~"ASC"~~the “Restructuring Support Agreement”) ~~205-40,~~with ~~Going~~a ~~Concern~~supermajority of the Debtors' first lien and second lien debtholders (the “Consenting Lenders”), under which the ~~Company~~Consenting ~~continues~~Lenders agreed to, ~~critically~~among ~~review~~other ~~its~~things, ~~liquidity~~vote ~~and~~in ~~anticipated~~favor ~~capital~~of ~~requirements,~~the ~~including~~Plan. ~~for~~Those ~~service~~holders of claims entitled to vote on the ~~Company's~~Plan ~~debt,~~who cast ballots unanimously voted in ~~light~~favor of the ~~significant~~Plan. ~~uncertainty~~Specifically, ~~created~~100% byof ~~the~~voting ~~current~~holders ~~macroeconomic~~of ~~conditions~~first tolien ~~determine~~claims ~~whether~~(representing ~~these~~approximately ~~conditions~~89.6% ~~and~~of ~~events,~~the ~~when~~outstanding ~~considered~~principal amount of Audacy’s first lien loans) voted in favor of the ~~aggregate~~Plan, ~~raise~~and ~~substantial~~100% ~~doubt~~of ~~about~~voting ~~its~~holders ~~ability~~of tosecond ~~continue~~lien asnotes aclaims ~~going~~(representing ~~concern~~approximately ~~within~~85.1% ~~twelve~~of ~~months~~the ~~after~~outstanding ~~the~~principal ~~date~~amount ~~that~~of ~~the~~Audacy’s ~~accompanying~~second ~~unaudited~~lien ~~consolidated~~notes) ~~financial~~voted ~~statements~~in ~~are~~favor ~~issued.~~of the Plan.

~~Current~~The ~~macroeconomic~~Plan ~~conditions~~contemplates have created, and continue to create, significant uncertainty in 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 the ~~Company’s~~implementation ~~forecasted~~of ~~revenue. As~~ a ~~result,~~comprehensive ~~management continues to execute on cash management and strategic operational plans to manage liquidity and~~ debt ~~covenant~~restructuring ~~compliance,~~(the ~~including~~“Restructuring”) ~~evaluating~~that ~~contractual~~will ~~obligations~~equitize ~~and~~approximately ~~workforce~~$1.6 billion ~~reductions, managing operating expenses, divesting non-strategic assets~~ of the ~~Company,~~Debtors’ ~~and~~funded ~~initiating~~debt, a ~~variety~~reduction of ~~transactions~~approximately to80% ~~manage~~from ~~the~~approximately ~~Company’s~~$1.9 billion liabilities, which includes the utilization and extension of certain grace periods and waivers of certain financial covenants as described in Note 8, Long-Term Debt, and could include extending maturities or otherwise reorganizing the Company’s debt to ~~decrease~~approximately ~~overall leverage~~$350 million. ~~The~~Pursuant ~~Company is unable~~ to ~~predict with certainty~~ the ~~impact~~Plan, ~~that~~among ~~the~~other ~~current~~ things:

•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,

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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 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 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 Quarterly Report on Form 10-Q or any other report the Company files with, or furnishes to, the SEC. See “Management’s Discussion and Analysis and Financial Condition and Results of Operations” in Part I, Item 2, for additional information about the Plan and the Chapter 11 Cases.

In connection with the Chapter 11 filing, the Company has applied ASC 852 in preparing the consolidated financial statements. ASC 852 requires the distinction between transactions and events that are directly related to the reorganization from ongoing operations of the business and separately presents liabilities that are subject to compromise during the bankruptcy proceedings.

Debtor-In-Possession

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"). The Bankruptcy Court has approved motions filed by the Debtors that were designed primarily to mitigate the impact of the Chapter 11 Cases on the Company’s operations, customers and employees. In general, as debtors-in-possession under the Bankruptcy Code, the Debtors are authorized to continue to operate as an ongoing business, but may not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Pursuant to first day motions and approvals, the Bankruptcy Court authorized the Debtors to conduct their business activities in the ordinary course, including, among other things and subject to the terms and conditions of such orders, authorizing the Debtors to: (i) pay employees’ wages and related obligations (ii) continue to operate their cash management system in a form substantially similar to prepetition practice (iii) obtain postpetition financing and continue receivables securitization on a postpetition basis; (iv) continue to honor certain obligations related to programming, sales & marketing, copyright intermediaries; (v) continue to maintain certain customer programs; (vi) pay taxes in the ordinary course; (vii) continue payment for utility services; and (viii) maintain their insurance program in the ordinary course.

Automatic Stay

Subject to certain specific exceptions under the Bankruptcy Code, the Bankruptcy Petitions automatically stayed most judicial or administrative actions against the Debtors and efforts by creditors to collect on or otherwise exercise rights or remedies with respect to pre-petition claims.

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~~macroeconomic~~The ~~conditions~~commencement ~~will~~of ~~have~~the onChapter ~~its~~11 ~~ability~~Cases toconstituted ~~consummate~~an orevent ~~continue~~of todefault ~~consummate~~that ~~these~~accelerated ~~transactions~~the orDebtors’ ~~maintain~~respective ~~compliance~~obligations ~~with~~under their debt instruments other than the ~~financial~~accounts ~~covenants~~receivable ~~contained~~facility in(collectively, the ~~Company’s~~“Prepetition ~~debt~~Debt ~~agreements~~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.

AsFinancial ofStatement ~~September 30,~~Classification ~~2023, the Company was in compliance with its debt and related covenants, some~~ of ~~which~~Liabilities ~~were~~Subject ~~due~~ to the amendments and waivers described in Note 8, Long-Term Debt. However, based on the Company’s cash and cash equivalents balance, the current maturities of its existing debt facilities, its forecasted business plan in light of current macroeconomic conditions and the Company’s current forecast of future revenue over the next twelve months, indications suggest that such forecasts are unlikely to be sufficient for the Company to be able to continue to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause the Company to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable absent obtaining additional waivers from its lenders or negotiating additional amendments to avoid acceleration of its indebtedness. There can be no assurance that any such additional waivers or amendments would be available on acceptable terms or at all. If the Company is unable to obtain additional necessary waivers or amendments and its debt is accelerated, there can be no assurance that the Company would be able to obtain replacement financing or to satisfy its obligations, in which case the Company may pursue a process to restructure its indebtedness under the protection of a bankruptcy court. Based on the Company’s debt balance and the potential that it could seek protection from creditors under the bankruptcy laws as well as the uncertainty surrounding compliance with the Company’s debt covenants and its ability to obtain additional waivers or amendments when needed, the Company determined that there is substantial doubt regarding its ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements. In 2024, $926.4 million of debt is set to mature, beginning with the Accounts Receivable Facility, with $75 million of outstanding borrowings at September 30, 2023 and maturing in July 2024, followed by the Revolver with $219.0 million of outstanding borrowings at September 30, 2023 and maturing in August 2024.Compromise

The accompanying ~~unaudited~~Consolidated ~~consolidated~~Balance ~~financial~~Sheet ~~statements~~as ~~have~~of ~~been~~March ~~prepared~~31, on2024 aincludes ~~going~~amounts ~~concern~~classified ~~basis~~as liabilities subject to compromise, which ~~contemplates~~represent ~~realization~~liabilities ofthe ~~assets~~Company ~~and~~anticipates ~~satisfaction~~will ofbe ~~liabilities~~allowed as claims in the ~~ordinary~~Chapter ~~course~~11 ~~of business~~Cases. As ~~such,~~These ~~they~~amounts dorepresent ~~not~~the ~~include~~Debtors’ ~~any~~current ~~adjustments~~estimate of known obligations to be resolved in connection with the ~~recoverability~~Chapter 11 Cases, and ~~reclassification~~may ofdiffer ~~recorded~~from actual future settlement amounts ~~that~~paid. ~~might~~The beCompany ~~necessary~~will ~~should~~continue to evaluate these liabilities throughout the ~~Company~~Chapter be11 ~~unable~~process toand ~~continue~~adjust amounts as anecessary. ~~going~~Such ~~concern~~adjustments may be material. See Note 9, Liabilities Subject to Compromise.

~~Refer~~Reorganization ~~to Note 8~~Items, Long-Term Debt, Note 17, Subsequent Events, "Management's Discussion And Analysis Of Financial Condition And Results Of Operations” in Part I, Item 2, and “Risk Factors” in Part II, Item 1A, for additional information.Net

The Debtors have incurred and will continue to incur significant income statement charges associated with the reorganization, primarily related to professional fees and the write-off of unamortized debt issuance costs and debt premiums in connection with measuring liabilities subject to compromise at estimated allowed claims value. In accordance with applicable guidance, income statement charges incremental and directly related to the bankruptcy proceedings have been recorded as Reorganization items, net within the Company's accompanying Condensed Consolidated Statement of Operations for the three months ended March 31, 2024. See Note 10, Reorganization items, net.

Going Concern

In accordance with 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 condensed consolidated financial statements are issued.

The accompanying condensed 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 condensed consolidated financial statements. The accompanying condensed 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.

Refer to Note 8, Debt, "Management's Discussion And Analysis Of Financial Condition And Results Of Operations” in Part I, Item 2, and “Risk Factors” in Part II, Item 1A, for additional information.

Recent Accounting Pronouncements

All new accounting pronouncements that are in effect that may impact the Company’s financial statements have been implemented. The Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on the Company’s financial position, results of operations or cash flows.

Restricted Cash

The following table presents cash, cash equivalents and restricted cash reported in the ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Balance~~balance ~~Sheets~~sheets to the total of amounts reported in the ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Statements~~statements of ~~Cash~~cash ~~Flow~~flows.

Cash, Cash Equivalents and Restricted Cash	September 30,2023		December 31,2022
	(amounts in thousands)
Cash and cash equivalents	$	54,080	$	103,344
Restricted cash (1)	3,300		—
Total cash, cash equivalents and restricted cash in the Statement of Cash Flows	$	57,380	$	103,344
(1) Restricted cash consists of cash held in a bank in connection with the Company's corporate credit card program.

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2. ACQUISITIONS AND DISPOSITIONS


Cash, Cash Equivalents and Restricted Cash	March 31, 2024		December 31, 2023
	(amounts in thousands)

Cash and cash equivalents	$	101,891	$	69,694
Restricted cash (1)	4,072		3,300
Total cash, cash equivalents and restricted cash in the statement of cash flows	$	105,963	$	72,994

~~The~~(1) ~~Company~~Restricted ~~records~~cash ~~acquisitions~~consists ~~under the acquisition method~~ of ~~accounting,~~cash ~~and~~held ~~allocates~~in ~~the~~a ~~purchase~~bank ~~price~~in toconnection with the ~~assets~~Company's ~~and~~corporate ~~liabilities~~credit ~~based~~card ~~upon~~program ~~their respective fair values as determined as of the acquisition date. Merger~~ and ~~acquisition costs are excluded from~~ the ~~purchase~~adequate ~~price~~assurance asdeposit ~~these~~for ~~costs~~utility ~~are~~payments ~~expensed~~ as ~~incurred~~required ~~for~~by ~~book~~the ~~purposes~~Bankruptcy ~~and amortized for tax purposes~~Court.

2. DISPOSITIONS

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 on these sales.

On January 31, 2024, the Company entered into a settlement agreement (the “Settlement Agreement”) with Broadcast Music, Inc. (“BMI”) and Otis Parent, Inc. (“Otis”) relating to the Company's ownership of certain shares of BMI common stock and certain license fees owed by the Company to BMI. The Bankruptcy Court approved the Settlement Agreement on February 6, 2024. As provided in the Settlement Agreement, the Company submitted lost security affidavits to BMI, and BMI reissued new stock certificates to the Company representing certain of the Company's shares in BMI. The Company submitted the reissued stock certificates to BMI’s paying agent in connection with BMI’s sale to and merger with New Mountain Capital, L.L.C., an affiliate of Otis, and received $25.5 million in merger consideration for the shares during the first quarter of 2024.

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 $1412.54 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.

2022 Dispositions

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 in the third quarter of 2022.

During the third quarter of 2022, the Company entered into an agreement to dispose of land and equipment in Nevada. In the fourth quarter of 2022, the Company completed the sale of land and equipment for $39.1 million cash and reported a gain of approximately $35.3 million.

Beasley Exchange

On December 22, 2022, the Company completed a transaction with Beasley Media Group Licenses, LLC and Beasley Media Group, LLC. (collectively "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 station KXTE (the "divested station") and included net revenues and station operating expenses associated with station 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 $2.0 million.

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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
Radio broadcasting licenses	$	2,002
Total intangible assets	$	2,002
Total assets	$	2,537

3. RESTRUCTURING CHARGES

Restructuring Charges

The following table presents the components of restructuring charges.

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Restructuring Charges

~~2023~~2024

~~2022~~2023

~~2023~~

~~2022~~

(amounts in thousands)

Costs to exit duplicative and loss-making contracts

~~886~~(437)

—395

~~8,925~~

—

Workforce reduction

~~343~~876

31,~~649~~860

~~2,908~~

~~5,300~~

Other restructuring costs

433

~~567~~166

~~371~~

~~818~~

Total restructuring charges

~~1,272~~442

42,~~216~~421

~~12,204~~

~~6,118~~

Restructuring Plan

During the first quarter of 2023, the Company initiated a restructuring plan to help mitigate the adverse impact that the current macroeconomic conditions ~~are~~were having on financial results and business operations. The Company continues to evaluate what, if any, further actions may be necessary related to the current macroeconomic conditions. As such, this is an ongoing restructuring program. The restructuring ~~plans~~plan primarily included workforce reduction charges that consists of one-time ~~termination benefits and the related costs to mitigate the adverse impacts of the current macroeconomic conditions, which includes exiting duplicative and loss-making contracts.~~

~~The estimated amount of unpaid restructuring charges as of September 30, 2023 includes amounts in accrued expenses that are expected to be paid in less than one year.~~10

Restructuring Charges Outstanding	Nine Months Ended September 30, 2023		Twelve Months Ended December 31, 2022
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,750	$	2,623
Additions	12,204		10,008
Payments/Settlements	(13,962)		(9,881)
Restructuring charges unpaid and outstanding	992		2,750
Restructuring charges - noncurrent portion	—		—
Restructuring charges - current portion	$	992	$	2,750

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termination benefits and the related costs to mitigate the adverse impacts of the current macroeconomic conditions, which includes exiting duplicative and loss-making contracts.

The estimated amount of unpaid restructuring charges as of March 31, 2024 includes amounts in accrued expenses that are expected to be paid in less than one year.


Restructuring Charges Outstanding	Three Months Ended March 31, 2024		Twelve Months Ended December 31, 2023
	(amounts in thousands)
Restructuring charges, beginning balance	$	2,652	$	2,750
Additions	442		14,975
Payments/Settlements	(1,909)		(15,073)
Restructuring charges unpaid and outstanding	1,185		2,652
Restructuring charges - noncurrent portion	—		—
Restructuring charges - current portion	$	1,185	$	2,652

4. REVENUE

Spot Revenues

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

Digital Revenues

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

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

~~Through~~The ~~its~~Company ~~podcast~~also ~~studio,~~operates ~~Pineapple~~a ~~Street~~digital ~~Media~~agency ~~LLC~~business ~~("Pineapple"),~~that ~~the~~serves local and national advertisers. The Company's ~~creates~~offerings ~~podcasts~~span all facets of digital advertising, ~~for~~with ~~which~~a itsuite ~~earns~~of ~~production~~products ~~fees. Performance~~that ~~obligations~~can ~~include~~fit ~~the~~nearly ~~delivery~~every ofadvertiser's ~~episodes. These~~needs, ~~revenues~~helping ~~are~~them ~~fixed~~generate ~~based~~strong ~~upon~~returns ~~contractually~~from ~~agreed~~their ~~upon~~digital ~~terms~~campaigns. ~~The~~ ~~Company~~Advertisers ~~recognizes~~can ~~revenue~~buy ~~over~~across the ~~term~~Company's ofbroadcast ~~the~~platform, ~~production~~owned ~~contract.~~digital assets like streaming and podcasting, and third-party digital offerings like search, social, email and video.

Through its ~~agency,~~podcast ~~DMS~~studios, the Company ~~fulfills~~creates ~~advertisers~~podcasts ~~campaigns~~for ~~through~~which ~~reach~~it ~~extension~~earns ~~business~~production ~~partners,~~fees. ~~allowing~~Performance usobligations toinclude ~~offer~~the ~~solutions~~delivery ~~for any kind~~ of ~~advertiser~~episodes. ~~The~~These ~~company~~revenues ~~recognizes~~are ~~revenue~~fixed ~~and~~based ~~cost~~upon atcontractually ~~the~~agreed ~~time~~upon ~~of delivery~~terms. ~~All~~The ~~revenue~~Company isrecognizes ~~recognized~~revenue onover ~~a net basis, after~~ the ~~deduction~~term of ~~advertising~~the ~~agency~~production ~~fees~~contract.

Network Revenues

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

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Sponsorship and Event Revenues

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

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

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Other Revenues

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

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

Contract Balances

Refer to the table below for information about receivables, contract assets and contract liabilities from contracts with customers. Accounts receivable balances in the table below exclude other receivables that are not generated from contracts with customers. These amounts are $01.62 million and $01.86 million as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

Accounts Receivable - Contract Balances

~~September~~March 3031,~~2023~~2024

December 31,~~2022~~2023

(amounts in thousands)

Receivables, net, included in Accounts receivable net of allowance for doubtful accounts

~~248~~224,~~610~~767

~~260~~256,~~509~~466

Unearned revenue - current

13,~~824~~439

1310,~~687~~990

Unearned revenue - noncurrent

~~350~~1,086

~~403~~1,257

Changes in Contract Balances

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

~~Significant changes in the contract liabilities balances during the period are as follows:~~12

Unearned Contract Revenue	Nine Months EndedSeptember 30, 2023
	(amounts in thousands)
Beginning balance on January 1, 2023	$	14,090
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(7,902)
Additions, net of revenue recognized during period	7,986
Ending balance	$	14,174

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


Unearned Contract Revenue	Three Months Ended March 31, 2024
	(amounts in thousands)
Beginning balance on January 1, 2024	$	12,247
Revenue recognized during the period that was included in the beginning balance of contract liabilities	(1,780)
Additions, net of revenue recognized during period	4,058
Ending balance	$	14,525

Disaggregation of Revenue

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

Three Months EndedSeptember 30,

Three Months EndedMarch 31,

Revenue by Source

~~2023~~2024

~~2022~~2023

(amounts in thousands)

Spot revenues

~~185~~153,~~646~~580

~~204~~159,~~742~~309

Digital revenues

6462,~~792~~748

6256,~~685~~925

Network revenues

2221,~~516~~947

2319,~~663~~868

Sponsorships and event revenues

13,~~825~~343

1312,~~760~~444

Other revenues

1210,~~387~~188

1211,~~119~~089

Net revenues

~~299~~261,~~166~~806

~~316~~259,~~969~~635

	Nine Months EndedSeptember 30,
Revenue by Source	2023		2022
	(amounts in thousands)
Spot revenues	$	532,069	$	584,363
Digital revenues	188,373		190,024
Network revenues	63,208		66,592
Sponsorships and event revenues	38,207		35,724
Other revenues	35,457		35,000
Net revenues	$	857,314	$	911,703

5. LEASES

Leasing Guidance

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

Lease Expense

The components of lease expense were as follows:

	Three Months Ended September 30,
	Three Months Ended March 31,
Lease Cost	~~2023~~2024		~~2022~~2023
	(amounts in thousands)
Operating lease cost	$	1211,~~165~~828	$	12,~~605~~304
Variable lease cost	43,~~492~~826		32,~~122~~850
Total lease cost	$	16,657	$	15,727
Short-term lease cost	5		—
Non-cash impairment of ROU Assets and other costs related to impairment of leases	156		5,050
Total lease cost	$	15,815	$	20,204

14During the three months ended March 31, 2024, the Company paid $3.6 million to terminate or amend leases in San Francisco, Atlanta, Providence and Denver, and recorded a net gain of $3.0 million.

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	Nine Months Ended September 30,
Lease Cost	2023		2022
	(amounts in thousands)
Operating lease cost	$	36,661	$	37,957
Variable lease cost	10,004		8,395
Total lease cost	$	46,665	$	46,352

Supplemental Lease Information

Supplemental information related to leases was as follows:

	Nine Months Ended September 30,
	Three Months Ended March 31,
Other information related to leases			~~2023~~2024			~~2022~~2023
		(dollars in thousands)
Cash paid for amounts included in measurement of lease liabilities
Supplemental cash flow information:
Operating cash flows from operating leases			$	41,006		$	41,072
Cash paid for amounts included in measurement of lease liabilities			$	13,429		$	13,469
Right-of-use assets obtained in exchange for new operating lease liabilities			$	43,657		$	22,227
Lease liabilities arising from obtaining right-of-use assets			$	3,358		$	16,476
Other supplementary information:
Weighted-average remaining lease term - operating leases			6.34 years			6.67 years
Weighted-average discount rate - operating leases			5.13		%	4.86		%

6. INTANGIBLE ASSETS AND GOODWILL

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

The following table presents the changes in the carrying value of broadcasting licenses. Refer to Note 2, ~~Business Combinations~~Dispositions, and Note 1416, Assets Held ~~For~~for Sale, for additional information.

Broadcast Licenses Carrying Amount	~~September~~March 3031,~~2023~~2024		December 31,~~2022~~2023
	(amounts in thousands)
Broadcasting licenses balance as of January 1,	$	2794,~~089,226~~771	$	2,~~251~~089,~~546~~226
Disposition of radio stations (See Note 2)	~~(4,956)~~—		(4,~~377~~956)
Acquisitions (See Note 2)	—		2,002
Loss on impairment	—		(1,289,499)
Loss on impairment	(390,600)		(159,089)
Ending period balance	$	794,771	$	794,771
Assets held for sale (See Note 14)	—		(856)
Ending period balance	$	1,693,670	$	2,089,226

15The following table presents the changes in goodwill. Refer to Note 2, Dispositions, for additional information.

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Goodwill Carrying Amount	March 31, 2024		December 31, 2023
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,588	$	1,062,588
Accumulated loss on impairment as of January 1,	(998,673)		(998,673)





Ending period balance (1)	$	63,915	$	63,915

~~The~~(1)Our ~~following~~goodwill ~~table~~carrying ~~presents~~amount ~~the~~as ~~changes~~of inMarch ~~goodwill.~~31, ~~Refer~~2024 is limited to ~~Note~~the 2,goodwill ~~Business~~acquired ~~Combinations,~~in ~~for~~the ~~additional~~2019 ~~information.~~acquisitions of Cadence13

Goodwill Carrying Amount	September 30,2023		December 31,2022
	(amounts in thousands)
Goodwill balance before cumulative loss on impairment as of January 1,	$	1,062,588	$	1,062,723
Accumulated loss on impairment as of January 1,	(998,673)		(980,547)
Goodwill beginning balance after cumulative loss on impairment as of January 1,	63,915		82,176
Loss on impairment	—		(18,126)
Measurement period adjustments to acquired goodwill	—		(135)
Ending period balance	$	63,915	$	63,915

and Pineapple Street and the 2021 acquisition of Podcorn totaling approximately $64.0 million allocated to the podcast reporting unit. At December 1, 2023, our annual impairment date, the podcast reporting unit fair value approximated its carrying value, as such, no impairment was needed.

Broadcasting Licenses Impairment Test

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

The methodology used by us in determining our key estimates and assumptions is applied consistently to each market. Of the seven variables identified above, we believe that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value.14

~~The~~Table ~~Company~~of evaluates whether the facts and circumstances and available information resulted in the need for an impairment assessment for its FCC broadcasting licenses The Company completes these interim impairment analyses to assess its broadcasting licenses at the market level using the Greenfield method. Contents

~~During~~expectations ~~the~~of ~~second~~industry ~~quarter~~observers ofand ~~the~~includes ~~current~~judgments ~~year,~~about ~~the~~future ~~Company~~performance ~~determined~~using ~~that~~industry ~~there~~normalized ~~was~~information for an average station within a ~~need~~certain tomarket. ~~perform~~These anassumptions ~~impairment~~include, ~~assessment~~but ~~analysis~~are ~~based~~not onlimited to: (i) the ~~results~~discount rate; (ii) the profit margin of ~~operations~~an average station within a market, ~~increase~~based inupon ~~interest~~market ~~rates~~size and ~~related~~station ~~impact~~type; on(iii) the ~~weighted~~forecast ~~average~~growth ~~cost~~rate of ~~capital~~each ~~and~~radio ~~changes~~market; of(iv) ~~stock~~the ~~price~~estimated ~~during~~capital ~~the~~start-up ~~quarter.~~costs Asand alosses ~~result~~incurred ofduring ~~this~~the ~~second~~early ~~quarter~~years; ~~assessment,~~(v) the ~~Company~~likely ~~concluded~~media ~~that~~competition within the ~~fair~~market ~~value~~area; of(vi) ~~its~~the ~~broadcasting~~tax ~~licenses~~rate; ~~was~~and ~~less~~(vii) ~~than~~future ~~the~~terminal ~~amount~~values. ~~reflected~~Of in the ~~balance~~seven ~~sheet~~variables ~~for~~identified ~~certain~~above, of the Company's ~~markets~~believes ~~and,~~that ~~accordingly,~~the ~~recorded~~assumptions ~~impairment~~in ~~losses~~items of(i) ~~$124.8 million~~through (~~$91.5~~iii) ~~million,~~above ~~net~~are ofthe ~~tax)~~most inimportant ~~the~~and ~~three~~sensitive ~~months~~in ~~ended~~the ~~June~~determination ~~30,~~of ~~2023~~fair value.

The ~~During~~Company ~~the~~evaluates ~~third~~whether ~~quarter of~~ the ~~current~~facts ~~year,~~and ~~the~~circumstances ~~Company~~and ~~determined~~available ~~that~~information ~~there~~resulted ~~was~~in athe need tofor ~~perform~~ an interim impairment assessment ~~analysis~~for ~~based~~its onFCC ~~the~~broadcasting ~~results~~licenses. ofDuring ~~operations,~~each ~~increase~~of ~~in interest rates and related impact on~~ the ~~weighted~~first ~~average~~quarters ~~cost~~ of ~~capital~~2024 and ~~changes in market data used to derive the forecasts of future performance. As a result of this third quarter assessment~~2023, the Company ~~concluded~~determined that ~~the~~there ~~fair~~were ~~value~~no ofevents ~~its~~or ~~broadcasting~~changes ~~licenses was less than the amount reflected~~ in ~~the~~circumstances ~~balance~~since ~~sheet for certain of~~ the ~~Company's~~previous ~~markets~~annual ~~and,~~impairment ~~accordingly,~~assessment ~~recorded~~conducted ~~impairment~~that ~~losses~~indicated ofan ~~$265.8 million~~interim ~~($194.8 million,~~review ~~net~~ of ~~tax)~~broadcasting inlicenses ~~the~~was ~~three months ended September 30, 2023~~required.

The Company will continue to evaluate the impacts of the current macroeconomic conditions on its business, including the impacts of overall economic conditions.

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

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Assumptions and Results - Broadcasting Licenses

Estimates and Assumptions	Third Quarter2023		Second Quarter 2023		Fourth Quarter 2022
Discount rate	10.0	%	9.5	%	9.5	%
Operating profit margin ranges for average stations in markets where the Company operates	18% to 32%		18% to 32%		18% to 33%
Forecasted growth rate range of the Company's markets	-2.0% to 0%		0	%	0% to 0.6%

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

Goodwill Impairment Test

WeThe ~~perform~~Company auses ~~quantitative~~an ~~goodwill~~income ~~impairment test by using a discounted cash flow~~ approach (ain ~~5-year~~computing ~~income model). Potential impairment is identified by comparing~~ the fair value of ~~each~~the ~~reporting~~Company's ~~unit~~Goodwill. toThis ~~its~~approach ~~carrying~~utilizes ~~value.~~a ~~Our~~discounted ~~fair~~cash ~~value~~flow ~~analysis~~approach ~~contains~~by ~~assumptions~~projecting ~~based~~the ~~upon~~Company's ~~past~~income ~~experience,~~over ~~reflects~~a ~~expectations~~specified oftime ~~industry observers~~ and ~~includes~~capitalizing ~~judgments~~at ~~about~~an ~~future~~appropriate ~~performance~~market ~~using~~rate ~~industry~~to ~~normalized~~arrive ~~information.~~at ~~The~~an ~~cash~~indication ~~flow~~of ~~projections for~~ the ~~reporting~~most ~~units~~probable ~~include~~selling ~~significant~~price. ~~judgments~~Potential ~~and~~impairment ~~assumptions~~is ~~relating~~identified toby ~~the~~comparing ~~revenue, operating expenses, projected operating profit margins, and~~ the ~~discount rate. Changes in our estimates of the~~ fair value of ~~these~~the ~~assets~~reporting ~~could~~unit ~~result~~to inits ~~material future period write-downs of the~~ carrying value ~~of our goodwill~~.

~~During~~The ~~the~~Company’s ~~second~~fair ~~quarter~~value ~~and~~analysis ~~third~~contains ~~quarter~~assumptions ofbased ~~the~~upon ~~current~~past ~~year~~experience, ~~the~~reflects ~~Company~~expectations ~~evaluated~~of ~~whether~~industry ~~the~~observers ~~facts~~ and ~~circumstances~~includes ~~and~~judgments ~~available~~about ~~information~~future ~~result~~performance inusing ~~the~~industry ~~need~~normalized ~~for~~information. anThe ~~impairment~~cash ~~assessment~~flow projection for ~~any goodwill, particularly~~ the ~~results~~reporting ofunit ~~operations,~~includes ~~increase~~significant injudgments ~~interest rates~~ and ~~related~~assumptions ~~impact~~relating onto the ~~weighted~~revenue, ~~average~~operating ~~cost~~expenses, ofprojected ~~capital~~operating ~~and~~profit ~~changes in stock price~~margins, and ~~concluded~~the andiscount ~~interim impairment assessment was warranted~~rate. ~~The~~Changes ~~Company~~in ~~completed interim impairment assessments for its goodwill at~~ the ~~podcast~~Company's ~~reporting~~estimates ~~unit~~of ~~for~~ the ~~second~~fair ~~quarter~~value ~~and third quarter periods. As a result~~ of these ~~interim~~assets ~~impairment~~could ~~assessments,~~result ~~the~~in ~~Company~~material ~~determined~~future ~~that~~period ~~the~~write-downs ~~fair value~~ of ~~its podcast reporting unit was greater than~~ the carrying value, ~~and~~of ~~accordingly,~~the noCompany's ~~impairment was recorded~~goodwill.

During the first quarters of 2024 and 2023, the Company evaluated whether the facts and circumstances and available information resulted in the need for an interim impairment assessment for 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 not warranted and accordingly, no impairment was recorded.

The Company will continue to evaluate the impacts of the current macroeconomic conditions on its business, including the impacts of overall economic conditions.

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

~~Assumptions and Results - Goodwill~~15

The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments.

Estimates and Assumptions			Third Quarter2023						Second Quarter 2023						Fourth Quarter 2022
Discount rate - podcast reporting unit			11.5		%				11.5		%				11.0		%

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

7. OTHER CURRENT LIABILITIES

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

Other Current Liabilities	~~September~~March 3031,~~2023~~2024		December 31,~~2022~~2023
	(amounts in thousands)
Accrued interest payable	$	~~42,525~~—	$	1476,~~933~~680
Accrued compensation	1513,~~410~~219		2522,~~730~~918
Unearned revenue	13,~~824~~439		1310,~~687~~990
Advertiser obligations	76,~~510~~427		65,~~465~~601
Other	14,647		19,734
Accounts receivable credits	3,224		2,875
Total other current liabilities	$	93,916	$	80,549
Other	10,625		11,967
Total other current liabilities	$	46,934	$	131,031

8. DEBT

Debt was comprised of the following as of the periods indicated:


Debt	March 31, 2024		December 31, 2023
	(amounts in thousands)
Short-term borrowing:
DIP Facility(1)	$	32,000	$	—

Long-term debt, current: (2)
Old Credit Facility
Old Revolver, matures August 19, 2024	220,126		220,126
Old Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	—		836
	852,541		853,377
Old 2027 Notes
6.500% notes due May 1, 2027	460,000		460,000
Plus unamortized premium	—		2,477
	460,000		462,477
Old 2029 Notes
6.750% notes due March 31, 2029	540,000		540,000

Accounts receivable facility, as amended, matures January 9, 2026	75,000		75,000

Total debt before deferred financing costs	1,959,541		1,930,854
Deferred financing costs	—		(6,831)
Total debt, prior to reclassification to Liabilities subject to compromise	1,959,541		1,924,023
Less amounts reclassified to Liabilities subject to compromise	(1,852,541)		—
Less amount reclassified to Short-term borrowing	(32,000)		—
Total Long-term debt, net	$	75,000	$	1,924,023

Outstanding standby letters of credit	$	—	$	—

(1)The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the order entered by the Bankruptcy Court on February 20, 2024 confirming the Plan (the "Confirmation Order") while regulatory approval is pending,

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(ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024.

(2)As of December 31, 2023, the Company had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases on January 7, 2024 constituted an event of default with respect to the Company's existing debt obligations other than its old 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.

(A) Prepetition Debt (Historical)

The filing of the Chapter 11 Cases constituted an event of default and the Prepetition Debt Instruments (other than the Old Receivables Facility (as defined below)), became immediately due and payable, but any efforts to enforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases, and continues to be stayed. As such, during the three months ended March 31, 2024, the Company reclassified the balance of the Prepetition Debt Instruments (other than the Old Receivables Facility) to Liabilities Subject to Compromise on the balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

The Old Credit Facility

As of March 31, 2023, the Company's old credit facility, as amended (the "Old Credit Facility"), which was comprised of a $227.3 million revolver with an original stated maturity date of August 19, 2024 (the "Old Revolver"), and a $632.4 million term loan with a stated maturity date of November 17, 2024 (the "Old Term B-2 Loan").

As of March 31, 2024, the Company reclassified the balance of the Old Credit Facility to Liabilities Subject to Compromise on the balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

The Old 2027 Notes

In 2019 and 2021, the Company and its finance subsidiary, Audacy Capital Corp. ("Audacy Capital Corp.") issued $425.0 million and an additional $45.0 million, respectively, in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Old 2027 Notes").

During 2022, the Company 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.

As of March 31, 2024, the Company reclassified the balance of the Old 2027 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and wrote off the associated unamortized debt costs and unamortized debt premium to Reorganization items on the condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

The Old 2029 Notes

In 2021, the Company 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 accrues at the rate of 6.750% per annum and was payable semi-annually in arrears on March 31 and September 30 of each year.

As of March 31, 2024, the Company reclassified the balance of the Old 2029 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and wrote off the associated unamortized debt costs to Reorganization items on the

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condensed consolidated statement of operations. Refer to Note 9, Liabilities Subject to Compromise and Note 10, Reorganization items, net for further information.

Old Receivable Facility

On July 15, 2021, the Company and certain of its subsidiaries, including Audacy Receivables, LLC, a Delaware limited liability company and the Company's wholly-owned subsidiary ("Audacy Receivables") entered into the $75.0 million receivables facility (the "Old Receivables Facility") to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Old Credit Facility. Audacy Receivables is considered a special purpose vehicle ("SPV") as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the investors in exchange for cash investments.

The Old Receivables Facility was set to expire on July 15, 2024. The pledged receivables and the corresponding debt are included in Accounts receivable, net and Long-term debt, net of current, respectively, on the Company's condensed consolidated balance sheet.

On January 9, 2024, the Company amended its Old Receivables Facility (as described below in the section entitled —New Receivables Facility).

(B) Postpetition Debt (Pendency of Chapter 11 Cases)

Debtors-in-Possession Facility

On January 9, 2024, Audacy Capital Corp. and certain of its subsidiaries entered into a debtor-in-possession facility (the “DIP Facility”) pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto (collectively, the “TL DIP Lenders”). The entry into the DIP Credit Agreement was approved by an order of the Bankruptcy Court.

Principal Amount. The DIP Credit Agreement provides for a $32.0 million term loan facility, to be used for general corporate purposes, maintenance of minimum operational liquidity, payment of administrative expenses and other operating expenses while in bankruptcy.

Interest and Fees. The DIP Facility accumulates interest at a rate of one-month term SOFR plus an applicable margin of 6.00%, subject to an Alternative Reference Rates Committee (“ARRC”) credit spread adjustment of 0.11448%. Additional fees and expenses under the DIP Facility include (i) a 3.00% backstop premium, (ii) a 2.00% 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 the Debtors, secured by priming first-priority liens on the Collateral (as defined in

the DIP Credit Agreement).

Covenants. The DIP Credit Agreement has various customary covenants, as well as covenants mandating compliance by the Loan Parties (as defined in the DIP Credit Agreement) with a budget, variance testing and reporting requirements, among others.

Maturity. The scheduled maturity of the DIP Facility will be the earlier of (i) 180-days following the entry of the Confirmation Order (which occurred on February 20, 2024) while regulatory approval is pending, (ii) the effective date of the Plan, and (iii) the time determined by an acceleration as a result of an event of default. The Company exercised the 180-day extension option on February 23, 2024.

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 final order of the Bankruptcy Court approving the entry into the DIP Credit Agreement.

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8As of March 31, 2024, the Company has borrowed the entirety of the $32. ~~LONG-TERM~~0 million ~~DEBT~~of available loans under the DIP Facility. On the effective date of the Plan, the Company expects to convert certain outstanding amounts owing under the DIP Credit Agreement, as well as certain other prepetition obligations, into loans under the anticipated credit facility upon emergence from Chapter 11 protection in accordance with the terms of the Plan. See our 2023 Annual Report, Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt."

~~Long~~During the three months ended March 31, 2024, the Company recorded the DIP Facility to Short-term ~~debt~~borrowing ~~was~~and ~~comprised~~expensed $2.5 million of financing fees in connection with the ~~following~~DIP asFacility ofto Reorganization items, net on the ~~periods~~condensed ~~indicated:~~consolidated statement of operations. Refer to Note 10, Reorganization items, net for further information.

Long-Term Debt	September 30,2023		December 31,2022
	(amounts in thousands)
Credit Facility
Revolver, matures August 19, 2024	$	219,000	$	180,000
Term B-2 Loan, due November 17, 2024	632,415		632,415
Plus unamortized premium	905		1,116
	852,320		813,531
2027 Notes
6.500% notes due May 1, 2027	460,000		460,000
Plus unamortized premium	2,663		3,220
	462,663		463,220
2029 Notes
6.750% notes due March 31, 2029	540,000		540,000
	540,000		540,000
Accounts receivable facility, matures July 15, 2024	75,000		75,000
Other debt	23		23
Total debt before deferred financing costs	1,930,006		1,891,774
Deferred financing costs (excludes costs related to the revolving credit)	(7,895)		(11,412)
Total long-term debt, net	1,922,111		$	1,880,362
Current portion of long-term debt	(1,922,111)		—
Total long-term debt, net of current portion	$	—	$	1,880,362
Outstanding standby letters of credit	$	8,128	$	5,909

New Receivables Facility

AsOn ~~discussed~~January ~~in Note 1~~9, ~~there is substantial doubt about our ability to continue as a going concern within one year after these condensed consolidated financial statements are issued. On November 3~~2024, ~~2023~~the weCompany ~~executed~~amended ~~amendments to~~ the ~~Credit~~Old ~~Facility~~Receivables ~~(as defined below) and Accounts Receivable~~ Facility ~~(as~~agreements ~~defined below) that~~to, among other things, ~~waived~~increase the ~~requirement~~available ~~for~~financing ~~the~~limit ~~Company~~from $75.0 million to ~~comply~~$100.0 million, ~~with~~extend the ~~Consolidated~~facility ~~Net~~revolving ~~First~~period ~~Lien~~termination ~~Leverage~~date ~~Ratio~~from ~~financial~~July ~~covenant~~15, ~~for~~2024 ~~the~~to ~~quarterly~~January ~~test~~9, ~~period ended September 30~~2026, ~~2023. While~~and weremove ~~received~~the ~~this~~financial ~~waiver~~covenants for the ~~September 30, 2023 quarterly testing~~ period, weof ~~have concluded that it is unlikely we will be able to maintain compliance with this financial covenant at~~ the ~~testing~~Chapter ~~periods~~11 ~~over~~Cases (the ~~next~~“New 12Receivables ~~months~~Facility”). As aThe ~~result,~~New ~~all~~Receivables ~~debt~~Facility ~~has~~was ~~been~~approved ~~reclassified~~by toan ~~current~~order onof the ~~condensed~~Bankruptcy ~~consolidated~~Court. ~~balance~~The ~~sheet~~terms as of ~~September~~the ~~30,~~New ~~2023.~~Receivables ~~There~~Facility ~~can~~are besubstantially nosimilar ~~assurance~~to ~~that~~the ~~any such additional waivers or amendments would be available on acceptable~~ terms orof ~~at all. If~~ the ~~Company~~Old isReceivables ~~unable~~Facility, subject to ~~obtain~~certain ~~additional necessary waivers or~~ amendments ~~and~~relating ~~its~~to ~~debt~~the isChapter ~~accelerated,~~11 ~~there~~Cases. ~~can~~This beNew noReceivables ~~assurance~~Facility ~~that~~is ~~the~~recorded ~~Company~~in ~~would~~Long beTerm ~~able~~Debt toin ~~obtain~~our ~~replacement~~condensed ~~financing~~consolidated orbalance ~~to satisfy its~~ sheet.

Audacy Receivables, which is the seller under the New Receivables Facility is considered an SPV as it is an entity that has a special, limited purpose and it was created to sell accounts receivable, together with customary related security and interests in the proceeds thereof, to the investors in exchange for cash investments.

The Company continues to use the New Receivables Facility to provide day-to-day operating liquidity during the Chapter 11 Cases and to enable it to continue its business operations in the ordinary course. As of March 31, 2024, the SPV has $213.2 million of net accounts receivable and $75.0 million of outstanding principal investments under the New Receivables Facility. The revolving period under the New Receivables Facility expires on January 9, 2026. The New Receivables Facility will remain effective through the new amended maturity date, unless on the effective date of the plan, certain specified exit conditions, including certain amendments, are not satisfied. The Company expects to fulfill the exit conditions of the New Receivables Facility and to keep the New Receivables Facility in place following the effective date of the Plan. See our 2023 Annual Report, Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Post-Emergence Debt."

As of March 31, 2024, the Company was compliant with the New Receivables Facility and related financial covenants, in all material respects.

Liquidity

As of March 31, 2024, total liquidity was $126.9 million and consisted of cash and cash equivalents of $101.9 million (excluding restricted cash of $4.1 million) and remaining availability under the New Receivables Facility of $25.0 million.

In connection with the Debtor’s voluntary filing under Chapter 11, interest was stayed on the Company’s Old Credit Facility, Old 2027 Notes and Old 2029 Notes. Therefore, the Company did not accrue interest expense for the period from January 8 through March 31, 2024 of approximately $31.6 million.

The components of net interest expense are as follows:


	Three Months Ended March 31,
Net Interest Expense	2024		2023
	(amounts in thousands)
Interest expense	$	5,156	$	31,372
Amortization of deferred financing costs	210		1,265
Amortization of original issue premium of Senior Notes	—		(256)

Total net interest expense	$	5,366	$	32,381

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~~obligations,~~9. LIABILITIES inSUBJECT ~~which~~TO ~~case the Company may pursue a process to restructure its indebtedness under the protection of a bankruptcy court.~~COMPROMISE

~~Refer~~As todiscussed in Note 1, Basis of Presentation, ~~And~~since ~~Significant~~the ~~Policies—Going~~Petition ~~Concern~~Date, ~~Note~~the ~~17,~~Company ~~Subsequent~~has ~~Events,~~been ~~“Management’s~~operating ~~Discussion~~as ~~And~~a ~~Analysis~~debtor-in-possession Ofunder ~~Financial~~the ~~Condition~~jurisdiction ~~And~~of ~~Results~~the OfBankruptcy ~~Operations”~~Court and in ~~Part~~accordance I,with ~~Item~~provisions 2,of ~~and~~the ~~“Risk~~Bankruptcy ~~Factors”~~Code. inOn ~~Part~~the ~~II,~~accompanying ~~Item~~condensed 1Aconsolidated balance sheets, ~~for~~Liabilities ~~additional~~Subject ~~information~~to Compromise reflects the expected amount of the prepetition claims that are not expected to be repaid at the full claim amount based on the Company's confirmed Plan. Liabilities Subject to Compromise at March 31, 2024 consisted of the following:

(A) Senior Debt


Liabilities Subject to Compromise	March 31, 2024

	(amounts in thousands)
Debt subject to compromise
Old Revolver, matures August 19, 2024	$	220,126
Old Term B-2 Loan, due November 17, 2024	632,415
Old 2027 Notes	460,000
Old 2029 Notes	540,000
Accrued interest on debt subject to compromise	79,246
Total liabilities subject to compromise	$	1,931,787

The ~~Credit~~Company ~~Facility~~will continue to evaluate the amount and classification of its pre-petition liabilities. Any additional liabilities that are subject to compromise will be recognized accordingly, and the aggregate amount of Liabilities Subject to Compromise may change, including after the effective date of the Plan.

~~The Company's credit agreement (the "Credit Facility"), as amended, is currently comprised of the $227~~10.~~3 million~~ REORGANIZATION ~~Revolver maturing August 19~~ITEMS, ~~2024 and a term B-2 loan (the "Term B-2 Loan") maturing November 17, 2024.~~ NET

~~The~~Reorganization ~~Credit~~items ~~Facility~~incurred ~~has~~as ~~usual and customary covenants including, but not limited to,~~ a ~~net~~result ~~first~~of ~~lien leverage ratio, restricted payments and~~ the ~~incurrence~~Chapter of11 ~~additional~~Cases ~~debt.~~are ~~Specifically,~~presented ~~the~~separately ~~Credit~~in ~~Facility requires~~ the ~~Company~~accompanying tocondensed ~~comply~~consolidated ~~with~~statements aof ~~certain~~operations ~~financial~~for ~~covenant~~the ~~which~~three ismonths aended ~~defined term within the agreement~~March 31, ~~including~~2024 aand ~~maximum~~were ~~Consolidated~~as ~~Net First-Lien Leverage Ratio that cannot exceed 4.0 times.~~ follows:

On October 31, 2023, the Company’s finance subsidiary, Audacy Capital Corp., elected to utilize a 3-business day grace period for interest payments in the aggregate amount of approximately $17.0 million originally due on October 31, 2023 pursuant to the terms of the Credit Facility. On November 3, 2023, Audacy Capital Corp. entered into an amendment to the Credit Facility to extend the grace periods before which a default in the payment of such interest in the amount of approximately $17.0 million due on October 31, 2023, and approximately $0.8 million due on November 8, 2023, matures into an Event of Default, from 3 business days 11 business days. The amendment also waived the requirement for the Company to comply with the maximum Consolidated Net First-Lien Leverage Ratio financial covenant referenced above, for the quarterly test period ended September 30, 2023.


	Three Months Ended March 31,
Reorganization Items, Net	2024
	(amounts in thousands)
Write-off of deferred debt issuance costs and unamortized premium	$	4,300
Debt issuance costs associated with short-term borrowing	2,508
Professional fees	19,227
Reorganization items, net	$	26,035

~~Failure~~Professional tofees ~~comply~~included ~~with~~in ~~the~~Reorganization ~~Company’s~~items, ~~financial~~net ~~covenants~~represent orfees ~~other~~for ~~terms~~post-petition ofexpenses ~~its~~related ~~Credit Facility and any subsequent failure~~ to ~~negotiate and obtain any additional required relief from its lenders could result in a default under~~ the ~~Company’s~~Chapter ~~Credit~~11 ~~Facility~~Cases. ~~Any~~Write-off ~~event~~ of ~~default~~deferred ~~could~~debt ~~have~~issuance acosts, ~~material~~write-off ~~adverse~~of ~~effect~~deferred onfinancing ~~the~~costs, ~~Company’s business~~ and ~~financial~~write-off ~~condition. The acceleration~~ of ~~the~~unamortized ~~Company’s~~fair ~~debt~~market ~~repayment~~value ~~could~~adjustment ~~have~~are aincluded ~~material~~in ~~adverse~~Reorganization ~~effect on its business. The Company may continue to seek from time to time to amend its Credit Facility or obtain other funding or additional funding~~items, ~~which may not be successful or result in higher interest rates~~net.

As of ~~September 30~~March 31, ~~2023~~2024, ~~the~~$10.4 million ~~Company~~of ~~was~~Reorganization initems, ~~compliance~~net ~~with~~were ~~the~~unpaid ~~financial covenants~~ and ~~all~~accrued ~~other terms of the Credit Facility~~ in ~~all~~Accounts ~~material~~Payable ~~respects due to the amendment~~ and ~~waiver~~Accrued ~~described~~Expenses ~~above.~~in The Company’s ability to maintain compliance with its covenant is highly dependent on its results of operations and its ability to negotiate additional waivers or amendments, as applicable, when needed on acceptable terms or at all. The cash available from the ~~Revolver~~accompanying iscondensed ~~dependent~~consolidated onbalance ~~the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing~~sheet.

~~The~~11. CONDENSED ~~2027~~COMBINED ~~Notes~~DEBTOR-IN-POSSESSION FINANCIAL INFORMATION

~~During~~The ~~2019,~~financial ~~the~~statements ~~Company~~below ~~and~~represent ~~its~~the ~~finance~~condensed ~~subsidiary,~~combined ~~Audacy~~financial ~~Capital~~statements ~~Corp.~~of ~~issued~~the ~~$325~~Debtors.~~0 million~~ inThe ~~aggregate~~results ~~principal amount~~ of ~~senior~~the ~~secured~~Company's ~~second~~non-~~lien~~debtor ~~notes~~entity, ~~due~~Audacy ~~May 1~~Receivables, ~~2027~~are ~~(the~~not ~~"Initial~~included ~~2027~~in ~~Notes")~~these condensed combined financial statements.

~~During~~Intercompany ~~the~~transactions ~~fourth~~among ~~quarter of 2019,~~ the ~~Company~~Debtors ~~and~~have ~~its~~been ~~finance~~eliminated ~~subsidiary,~~in ~~Audacy Capital Corp., issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (~~the ~~"Additional~~condensed ~~2027~~combined ~~Notes")~~Debtors' atfinancial ~~a price of 105~~statements.0% ofIntercompany ~~their~~transactions ~~principal~~between ~~amount, plus accrued interest from November 1, 2019, as additional notes under~~ the ~~original~~Debtors ~~indenture (the “2027 Notes Base Indenture”), as supplemented by a first supplemental indenture, dated December 13, 2019 (the "2027 Notes First Supplemental Indenture"~~ and, ~~together~~Audacy ~~with~~Receivables ~~the~~have ~~2027~~not ~~Notes~~been ~~Base~~eliminated ~~Indenture,~~in the ~~"2027~~Debtors' ~~Notes~~financial ~~Indenture")~~statements.

During the fourth quarter of 2021, the Company and its finance subsidiary, Audacy Capital Corp., issued a further $45.0 million of Additional 2027 Notes as additional notes under the 2027 Notes Indenture at a price of 100.750% of their principal amount. All of the Additional 2027 Notes are treated as a single series with the Initial 2027 Notes and have substantially the same terms as the Initial 2027 Notes (collectively, the "2027 Notes"). The premium on the $45.0 million of Additional 2027 Notes will be amortized over the term under the effective interest rate method.

Interest on the 2027 Notes accrues at the rate of 6.500% per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1, 2022, only a portion of the 2027 Notes could be redeemed at a price of 106.500% of

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~~their~~The ~~principal~~Debtors' ~~amount~~transfer ~~plus~~of ~~accrued~~trade ~~interest. On~~receivables orto ~~after~~Audacy ~~May~~Receivables 1,and ~~2022~~receipt of receivable collections, ~~the~~net ~~2027~~of ~~Notes~~collection ~~may~~costs beare ~~redeemed,~~reflected inas ~~whole~~capital orcontributions and distributions through Investment in ~~part,~~affiliates. atThe Debtors also earn a ~~price~~fee offor ~~104.875%~~servicing ofthe ~~their~~contributed ~~principal~~receivables ~~amount~~from ~~plus~~Audacy ~~accrued~~Receivables, ~~interest~~and unpaid servicing fees are reflected in the Due from affiliates balance. The ~~prepayment~~Debtor's ~~premium~~loss ~~continues~~on tosale ~~decrease~~of ~~over~~receivables ~~time~~and income related to ~~100%~~its servicing of ~~their~~receivables ~~principal~~are ~~amount~~reflected ~~plus~~as ~~accrued~~Other ~~interest~~income and expense with affiliates. The results of operations of the Debtors may not represent the actual results if operating on a stand-alone basis.

~~During~~Debtors ~~the~~Balance nine months ended September 30, 2022, the Company repurchased $10.0 million of the 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the 2027 Notes.Sheet

On(amounts ~~November 1, 2023, Audacy Capital Corp. elected to utilize a 30-day grace period for the interest payment~~ in ~~the amount of approximately $15.0 million originally due on November 1, 2023 pursuant to the terms of the 2027 Notes.~~ thousands)

(unaudited)

The 2029 Notes


	March 31, 2024		December 31, 2023
ASSETS:
Cash	$	96,546	$	59,989
Accounts receivable, net of allowance for doubtful accounts	13,384		13,918
Prepaid expenses, deposits and other	77,830		70,537
Due from affiliates	140		178
Total current assets	187,900		144,622
Investment in affiliates	145,252		184,868
Net property and equipment	279,359		284,681
Operating lease right-of-use assets	195,984		202,010
Radio broadcasting licenses	794,771		794,771
Goodwill	63,915		63,915
Assets held for sale	—		1,544
Software, net	122,918		129,128
Other assets, net of accumulated amortization	24,070		22,772
TOTAL ASSETS	$	1,814,169	$	1,828,311
LIABILITIES:
Accounts payable	$	6,214	$	21,742
Accrued expenses	69,237		73,040
Other current liabilities	46,934		131,031
Operating lease liabilities	39,206		37,631
Short-term borrowing	32,000
Long-term debt, current portion	—		1,849,518
Total current liabilities	193,591		2,112,962
Long-term debt	—		—
Operating lease liabilities, net of current portion	188,448		201,802
Deferred tax liabilities	97,452		101,937
Other long-term liabilities	21,930		23,508
Liabilities subject to compromise	1,931,787		—

SHAREHOLDERS' DEFICIT:
Equity (deficit)	(619,039)		(611,898)
Total shareholders' deficit	(619,039)		(611,898)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	1,814,169	$	1,828,311

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

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

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

On October 2, 2023, Audacy Capital Corp, elected to utilize the 30-day grace period for the interest payment in the amount of approximately $18.0 million originally due on September 30, 2023 pursuant to the terms of the 2029 Notes.

On October 27, 2023, Audacy Capital Corp. entered into a first supplemental indenture (the “2029 Notes First Supplemental Indenture”) to the original indenture (the “2029 Notes Base Indenture” and, together with the 2029 Notes First Supplemental Indenture, the “2029 Notes Indenture”) governing the 2029 Notes to extend the grace period before which a default in the payment of such interest matures into an Event of Default, from 30 to 60 days. Accordingly, the grace period for the interest payment on the 2029 Notes that was due on September 30, 2023 now ends on November 29, 2023. However, the extension will terminate on the earlier of the date on which: (i) a failure to pay interest under a Credit Facility (as defined in the 2029 Notes Indenture) when due constitutes an event of default permitting all unpaid principal, interest accrued and unpaid thereon and other amounts owed or payable under such Credit Facility to be immediately due and payable; or (ii) Audacy Capital Corp. makes the payment of interest under the Credit Agreement (as defined in the 2029 Notes Indenture) originally due on October 31, 2023 (either on such original due date or during or after any applicable grace period).

Accounts Receivable Facility

On July 15, 2021, the Company and certain of its subsidiaries entered into a $75.0 million Receivables Facility, maturing on July 15, 2024, to provide additional liquidity, to reduce the Company's cost of funds and to repay outstanding indebtedness under the Credit Facility.

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

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

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~~and~~Debtors' ~~contribute~~Statement onof an ongoing basis, its accounts receivable, together with customary related security and interests in the proceeds thereof, to Audacy Receivables. Pursuant to the Receivables Purchase Agreement, Audacy Receivables has sold and will continue to sell on an ongoing basis such accounts receivable, together with customary related security and interests in the proceeds thereof, to the Investors in exchange for cash investments.Operations

~~Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either the Secured Overnight Financing Rate~~ (~~"SOFR")~~amounts orin ~~commercial paper rates plus a margin. Collections on the accounts receivable: (x~~thousands) will be used to either: (i) satisfy the obligations of Audacy Receivables under the Receivables Facility; or (ii) purchase additional accounts receivable from the Originators; or (y) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements and may be used to (i) fund capital expenditures, (ii) repay borrowings on the Credit Facility, (iii) satisfy maturing debt obligations, as well as (iv) fund working capital needs and other approved uses.

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: (iunaudited) Audacy Receivables’ failure to pay yield and other amounts due; (ii) certain insolvency events; (iii) certain judgments entered against the parties; (iv) certain liens filed with respect to assets; and (v) breach of certain financial covenants and ratios.

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


	Three Months Ended
	March 31,
	2024		2023
NET REVENUES	$	261,806	$	259,635
OPERATING EXPENSE:
Station operating expenses	232,492		233,927
Depreciation and amortization expense	21,910		17,442
Corporate general and administrative expenses	22,947		25,298
Restructuring charges	442		2,421
Impairment loss	156		5,050
Net gain on sale or disposal of assets	(15,804)		(12,404)
Other expenses	88		110
TOTAL OPERATING EXPENSES	262,231		271,844
OPERATING LOSS	(425)		(12,209)
Interest expense, net	3,500		30,889
Reorganization items. net	26,035		—
Other (income) expense	(20,885)		3,894


LOSS BEFORE INCOME TAXES	(9,075)		(46,992)
INCOME TAX BENEFIT	(4,485)		(8,689)
NET LOSS	$	(4,590)	$	(38,303)

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 receivable) are not available to creditors of Audacy NY, Audacy Operations or the Company, and the accounts receivable are not legally assets of Audacy NY, Audacy Operations or the Company. The Receivables Facility is accounted for as a secured financing.

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.

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 million. As of September 30, 2023, the Company was compliant with the Receivables Facility and related financial covenants, in some cases were due to the amendment and waiver described below.

The Receivables Facility will mature 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. As of September 30, 2023, the SPV has $215.9 million of net accounts receivable and has outstanding borrowings of $75.0 million under the Receivables Facility, which matures in July 2024.

On November 3, 2023, Audacy Receivables and the other parties to the Receivables Purchase Agreement amended the Receivables Purchase Agreement to waive the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 11 business day grace periods provided for under the Credit Facility, as amended. In addition, the amendment waives the requirement for the Company to comply with the same maximum Consolidated Net First-Lien Leverage Ratio, as provided for in the Credit Facility, for the quarterly test period ended September 30, 2023.

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~~(B)~~Debtors' ~~Net~~Statement ~~Interest~~of ~~Expense~~Cash Flows

~~The~~(amounts ~~components~~in ~~of net interest expense are as follows:~~thousands)

	Three Months Ended September 30,
Net Interest Expense	2023		2022
	(amounts in thousands)
Interest expense	$	34,870	$	27,076
Amortization of deferred financing costs	1,397		1,293
Amortization of original issue premium of Senior Notes	(256)		(256)
Interest income and other investment income	—		—
Total net interest expense	$	36,011	$	28,113

(unaudited)

			Nine Months EndedSeptember 30,
	Three Months Ended
Net Interest Expense			2023				2022
	March 31,
			(amounts in thousands)
	2024				2023
Interest expense			$	98,868			$	73,119
OPERATING ACTIVITIES:
Amortization of deferred financing costs			4,838				3,832
Net cash used in operating activities	$	(63,057)			$	(65,624)
Amortization of original issue premium of Senior Notes			(766)				(768)
INVESTING ACTIVITIES:
Interest income and other investment income			—				(70)
Additions to property and equipment	(2,110)				(7,195)
Total net interest expense			$	102,940			$	76,113
Proceeds from sale of property, equipment, intangibles and other assets	14,395				16,866
Additions to software	(4,839)				(6,423)
Proceeds from sale of investment	25,489				—
Net cash provided by investing activities	32,935				3,248
FINANCING ACTIVITIES:
Borrowing DIP Facility	32,000				—
Payments of long-term debt	—				(10)
Payment for debt issuance costs associated with short-term borrowing	(2,081)				—
Purchase of vested employee restricted stock units	—				(127)
Payment of dividend equivalents on vested restricted stock units	—				(60)
Net distributions from investment in affiliates	36,760				50,322
Net cash provided by financing activities	66,679				50,125
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	36,557				(12,251)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR	59,989				88,989
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	96,546			$	76,738

9. DERIVATIVE AND HEDGING ACTIVITIES

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

Hedge Accounting Treatment

As of September 30, 2023, the Company had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment:

TypeOfHedge

NotionalAmount

EffectiveDate

Collar

FixedSOFRRate

ExpirationDate

(amounts in millions)

Cap

2.75%

Collar

90.0

Jun. 25, 2019

Floor

0.402%

Jun. 28, 2024

Total

90.0

For the nine months ended September 30, 2023, the Company recorded the net change in the fair value of this derivative as a loss of $1.6 million (net of tax benefit of $0.6 million as of September 30, 2023) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of September 30, 2023, the fair value of these derivatives was an asset of $1.8 million, and is recorded within prepaid expenses,

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~~deposits and other assets, net of accumulated amortization on the condensed consolidated balance sheet~~12. DERIVATIVE ~~The~~AND ~~Company~~HEDGING ~~expects to reclassify $1.8 million of this amount to the condensed consolidated statement of operations over the next twelve months.~~ACTIVITIES

The ~~following~~Company ~~table~~from ~~presents~~time ~~the~~to ~~accumulated~~time enters into derivative ~~gain~~financial ~~(loss)~~instruments, ~~recorded~~such inas ~~other~~interest ~~comprehensive~~rate ~~income~~collar agreements (~~loss~~“Collars”), asto ofmanage ~~September 30,~~its ~~2023~~exposure ~~and~~to ~~December 31,~~fluctuations ~~2022:~~in interest rates under the Company’s variable rate debt.

Accumulated Derivative Gain	September 30,2023		December 31,2022
	(amounts in thousands)
Accumulated derivative unrealized gain	$	1,344	$	2,942

Hedge Accounting Treatment

~~The~~As ~~following~~of ~~tables~~March ~~present~~31, 2024, the ~~accumulated~~Company ~~net~~had no derivative ~~gain~~instruments ~~(loss)~~qualifying ~~recorded in other comprehensive income (loss)~~ for ~~the~~hedge ~~nine~~accounting ~~months ended September 30, 2023 and September 30, 2022:~~treatment.

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Three Months Ended September 30,
2023		2022		2023		2022
(amounts in thousands)
$	(367)	$	1,422	$	528	$	—

As of March 31, 2023, the Company had the following derivative instruments which qualified as a cash flow hedge that qualified for hedge accounting treatment. The Company settled this transaction in November 2023 which was earlier than its original expiration date of June 28, 2024. After exiting the position, the Company had no derivative instruments qualifying for hedge accounting treatment.

Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)				Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Nine Months Ended September 30,
2023		2022		2023		2022
(amounts in thousands)
$	(1,598)	$	3,198	$	2,826	$	232

The following table presents the derivative that was outstanding as of March 31, 2023.

Type
Of
Hedge

Notional
Amount

Effective
Date

Collar

Fixed
SOFR
Rate

Expiration
Date

(amounts
in millions)

Cap

2.75%

Collar(1)

220.0

Jun. 25, 2019

Floor

0.402%

Jun. 28, 2024

Total

220.0

(1)The notional amount of this derivative decreased to $90.0 million in June 2023 and the Company settled the transaction in November 2023.

For the three months ended March 31, 2023, the Company recorded the net change in the fair value of this derivative as a loss of $0.8 million (net of tax benefit of $0.3 million as of March 31, 2023) to the condensed consolidated statement of comprehensive income (loss). The fair value of this derivative was determined using observable market-based inputs (a Level 2 measurement) and the impact of credit risk on a derivative’s fair value (the creditworthiness of the Company for liabilities). As of March 31, 2023, the fair value of this derivative was an asset of $2.1 million, and was recorded in Other assets.

The following table presents the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the three months ended March 31, 2023:


Other Comprehensive Income (Loss)
Net Change in Accumulated Derivative Unrealized Gain (Loss)		Net Amount of Accumulated Derivative Gain (Loss) Reclassified to the Consolidated Statement of Operations
Three Months Ended March 31,
2023		2023
(amounts in thousands)
$	(840)	$	—

Undesignated Derivatives

The Company was subject to equity market risks due to changes in the fair value of the notional investments selected by its employees as part of its non-qualified deferred compensation plans. During the quarter ended June 30, 2020, the Company entered into a Total Return Swap ("TRS") in order to manage the market risks associated with its non-qualified deferred compensation plan liabilities. The Company paid floating rate, based on the SOFR, on the notional amount of the TRS. The TRS was designed to substantially offset changes in its non-qualified deferred compensation plan's liabilities due to changes in the value of the investment options made by employees. The Company did not designate the TRS as an accounting hedge. Rather, the Company recorded all changes in the fair value of the TRS to earnings to offset the market value changes of its non-qualified deferred compensation plan liabilities. The contract term of the TRS expired April 2023 and was not renewed.

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1013. NET LOSS PER COMMON SHARE

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

Three Months EndedSeptember 30,

Nine Months Ended September 30,

Three Months EndedMarch 31,

Net Loss per Common Share

~~2023~~2024

~~2022~~2023

~~2023~~

~~2022~~

(amounts in thousands, except per share data)

Basic (Loss) Per Share

Basic Loss Per Share

Numerator:

Net loss

(~~234~~1,~~333~~852)

(~~140~~35,~~975~~901)

~~(396,036)~~

~~(152,821)~~

Denominator:

Basic weighted average shares outstanding

4,~~720~~730

4,~~645~~704

~~4,698~~

~~4,642~~

Net loss per share - Basic

(490.6439)

(307.3563)

~~(84.29)~~

~~(32.92)~~

Diluted (Loss) Per Share

Diluted Loss Per Share

Numerator:

Net loss

(~~234~~1,~~333~~852)

(~~140~~35,~~975~~901)

~~(396,036)~~

~~(152,821)~~

Denominator:

Basic weighted average shares outstanding

4,~~720~~730

4,~~645~~704

~~4,698~~

~~4,642~~

Effect of RSUs and options under the treasury stock method(1)

—

Diluted weighted average shares outstanding

4,~~720~~730

4,~~645~~704

~~4,698~~

~~4,642~~

Net loss per share - Diluted

(490.6439)

(307.3563)

~~(84.29)~~

~~(32.92)~~

(1) The Company had net losses used to calculate earnings per share for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023. Therefore, the effects of common share equivalents are excluded from the calculation of diluted loss per share for ~~these~~that ~~periods~~period because they would be ~~antidilutive~~anti-dilutive. The Company excluded 241 and 277 anti-dilutive shares from diluted EPS at March 31, 2024 and 2023, respectively.

~~Reverse~~14. INCOME ~~Stock Split~~TAXES

OnTax ~~June~~Rate ~~30, 2023, the Company effected a one-~~for~~-thirty~~ ~~reverse stock split (~~the ~~“Reverse~~three ~~Stock~~months ~~Split”) of our issued and outstanding shares of Common Stock. As a result of the Reverse Stock Split~~ended March 31, 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. In addition, proportional adjustments were made to the number of shares of the Company’s Class A common stock subject to outstanding equity awards, as well as the applicable exercise price, to reflect the Reverse Stock Split. All information related to Common Stock, stock options, restricted stock units, earnings per share have been retroactively adjusted to give effect to the Reverse Stock Split for all periods presented. The Company effected the Reverse Stock Split to seek to regain compliance with the minimum average closing price requirement of Rule 802.01C of the New York Stock Exchange’s Listing Company Manual. Following the Reverse Stock Split, the Class A common stock continued to be traded on the OTC Pink under the symbol “AUDA” on a split-adjusted basis beginning on June 30, 2023.2024

NoThe ~~fractional~~Company ~~shares~~recognized ~~were~~an ~~issued~~income intax ~~connection~~benefit ~~with~~at ~~the~~an ~~Reverse~~effective ~~Stock~~income ~~Split.~~tax ~~Instead,~~rate ~~any shareholders~~ of ~~Class~~70.8% Afor ~~or Class B common stock who would have been entitled to receive fractional shares as a result of~~ the ~~Reverse~~three ~~Stock~~months ~~Split~~ended ~~received~~March 31, ~~cash~~2024. ~~payment~~The ~~equal~~effective toincome ~~the~~tax ~~product~~rate ~~obtained~~was byimpacted ~~multiplying (a) the fraction of the share of Class A or Class B common stock which shareholder would have otherwise been entitled to receive~~ by ~~(b)~~state ~~the~~and ~~closing~~local ~~price~~income ~~per~~taxes, ~~share of~~ the ~~Company's~~tax ~~Class~~effect ~~A common stock on the OTC Pink at the close~~ of ~~business~~bankruptcy-related onfees, ~~the~~and ~~date~~certain ~~prior~~statutory tonon-deductible ~~the Effective Time~~items.

25Tax Rate for the three months ended March 31, 2023

~~Table~~The Company recognized an income tax benefit at an effective income tax rate of ~~Contents~~19.5% for the three months ended March 31, 2023, which was determined using a forecasted rate based upon projected taxable income for the full year.

~~Disclosure~~Pending ofIRS ~~Anti-Dilutive~~refund ~~Shares~~claim

The ~~following~~Company ~~table~~was ~~presents~~able ~~those~~to ~~shares~~carryback ~~excluded~~its as2020 ~~they~~federal ~~were~~income ~~anti-dilutive:~~tax to its 2018 tax year and filed a refund claim with the IRS for a total of $5.5 million.

	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
Impact Of Equity Issuances	2023		2022		2023		2022
	(amounts in thousands, except per share data)
Shares excluded as anti-dilutive under the treasury stock method:
Options	15		20		17		20
Price range of options: from	$	106.20	$	106.20	$	106.20	$	106.20
Price range of options: to	$	419.40	$	419.40	$	419.40	$	419.40
RSUs with service conditions	251		28		264		27
RSUs excluded with service and market conditions as market conditions not met	25		28		25		28
Excluded shares as anti-dilutive when reporting a net loss	4		30		—		56

11. SHARE-BASED COMPENSATION

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

Restricted Stock Units (“RSUs”) Activity

RSU Activity	Period Ended	Number of Restricted Stock Units(1)		Weighted Average Purchase Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value as of September 30,2023
	(RSU and dollar amounts in thousands)
RSUs outstanding as of:	December 31, 2022	208
RSUs awarded	September 30, 2023	200
RSUs released	September 30, 2023	(113)
RSUs forfeited	September 30, 2023	(15)
RSUs outstanding as of:	September 30, 2023	281		$	—	1.48		$	154
RSUs vested and expected to vest as of:	September 30, 2023	271		$	—	1.48		$	149
RSUs exercisable (vested and deferred) as of:	September 30, 2023	170		$	—	$	—	$	—
Weighted average remaining recognition period		2.49 years
Unamortized compensation expense		$	4,937

(1)Reverse Stock Split applied

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RSUs with Service and Market Conditions

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

Option Activity

The following table presents the option activity during the current period under the Plan (and prior equity compensation plans):

Option Activity	Period Ended	Number of Options(1)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Intrinsic Value as of September 30, 2023
	(RSU and dollar amounts in thousands)
Options outstanding as of:	December 31, 2022	20		$	339.90
Options expired	September 30, 2023	(5)		397.20
Options outstanding as of:	September 30, 2023	15		$	320.55	1.56	$	—
Options vested and expected to vest as of:	September 30, 2023	15		$	320.55	1.56	$	—
Options vested and exercisable as of:	September 30, 2023	15		$	320.55	1.56	$	—
Weighted average remaining recognition period		0 years
Unamortized compensation expense		$	—

(1)Reverse Stock Split applied

			Options Outstanding(1)			Options Exercisable(1)
			(amounts in thousands)
Range ofExercise Prices			Number of Options Outstanding September 30,2023	WeightedAverageRemainingContractualLife	WeightedAverageExercisePrice	Number of Options Exercisable September 30,2023	WeightedAverageExercisePrice
From		To
$	106.20	210.3	2	5.7	162.05	2	$	162.05
$	289.80	419.4	13	0.8	347.75	13	$	347.75
$	106.20	419.4	15	1.56	320.55	15	$	320.55

(1)Reverse Stock Split applied

Recognized Non-Cash Stock-Based Compensation Expense

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

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	Three Months Ended September 30, 2023
Non-Cash Stock-Based Compensation Expense	2023		2022
	(amounts in thousands)
Station operating expenses	$	303	$	828
Corporate general and administrative expenses	446		24
Stock-based compensation expense included in operating expenses	749		852
Income tax benefit (1)	103		50
After-tax stock-based compensation expense	$	646	$	802

	Nine Months Ended September 30, 2023
Non-Cash Stock-Based Compensation Expense	2023		2022
	(amounts in thousands)
Station operating expenses	$	1,449	$	2,989
Corporate general and administrative expenses	2,298		3,956
Stock-based compensation expense included in operating expenses	3,747		6,945
Income tax benefit (1)	689		1,404
After-tax stock-based compensation expense	$	3,058	$	5,541

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

12. INCOME TAXES

Tax Rate for the three and nine months ended September 30, 2023

The Company recognized an income tax benefit at an effective income tax rate of 26.2% and 25.6% for the three and nine months ended September 30, 2023. The effective income tax rate was determined using a forecasted tax rate based upon projected taxable income for the year. The effective income tax rate for the period was impacted by permanent items, state tax expense, and discrete income tax expense items primarily related to share-based compensation.

Tax Rate for the three and nine months ended September 30, 2022

The Company was able to carryback its 2020 federal income tax loss to prior tax years and filed two refund claims with the IRS for a total of $20.4 million. The company received a refund of $15.2 million in connection with the first claim during the first quarter of 2022.

The Company recognized an income tax benefit at an effective income tax rate of 21.7% and 22.0% for the three and nine months ended September 30, 2022, which was determined using a forecasted rate based upon projected taxable income for the full year.

Net Deferred Tax Assets and Liabilities

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

2825

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1315. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments Subject to Fair Value Measurements

Recurring Fair Value Measurements

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

	Fair Value Measurements At September 30, 2023
	Fair Value Measurements At March 31, 2024
Description	Balance at ~~September~~March 3031,~~2023~~2024		Quoted pricesin activemarketsLevel 1		Significantother observableinputsLevel 2		SignificantunobservableinputsLevel 3		Measured atNet Asset Valueas a PracticalExpedient (1)
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (2)	$	1,834	$	—	$	1,834	$	—	$	—
Liabilities
Deferred compensation plan liabilities (3)	$	19,348	$	15,646	$	—	$	—	$	3,702
Deferred compensation plan liabilities (2)	$	19,630	$	19,630	$	—	$	—	$	—
Contingent Consideration (4)	$	30	$	—	$	—	$	30	$	—
Contingent Consideration (3)	$	31	$	—	$	—	$	31	$	—

	Fair Value Measurements At December 31, 2022
	Fair Value Measurements At December 31, 2023
Description	Balance at December 31,~~2022~~2023		Quoted pricesin activemarketsLevel 1		Significantother observableinputsLevel 2		SignificantunobservableinputsLevel 3		Measured atNet Asset Valueas a PracticalExpedient ~~(1)~~
	(amounts in thousands)
Assets
Interest Rate Cash Flow Hedge (2)	$	4,012	$	—	$	4,012	$	—	$	—
Liabilities
Deferred compensation plan liabilities (3)	$	24,123	$	19,944	$	—	$	—	$	4,179
Deferred compensation plan liabilities (1) (2)	$	21,045	$	16,923	$	—	$	—	$	4,122
Contingent Consideration (4)	$	12	$	—	$	—	$	12	$	—
Contingent Consideration (3)	$	31	$	—	$	—	$	31	$	—

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

(2)The Company’s ~~interest~~deferred ~~rate~~compensation ~~collar~~liability, which is included in other long-term liabilities ~~at December 31~~, ~~2022 and other assets, net of accumulated amortization at September 30, 2023,~~ is recorded at fair value on a recurring basis. The derivatives are not exchange listed and therefore the fair value is estimated using models that reflect the contractual terms of the derivative, yield curves, and the credit quality of the counterparties. The models also incorporate the Company’s creditworthiness in order to appropriately reflect non-performance risk. Inputs are generally observable and do not contain a high level of subjectivity.

29(3)In connection with the Podcorn acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate.

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

(4)In connection with the Podcorn Acquisition, the Company recorded a liability for contingent consideration payable based upon the achievement of certain annual performance benchmarks over 2 years. The fair value of the liability is estimated using probability-weighted, discounted future cash flows at current tax rates using a scenario based model, and remeasured quarterly. The significant unobservable inputs (Level 3) used to estimate the fair value include the projected Adjusted EBITDA values for 2022 and 2023, as defined in the purchase agreement, and the discount rate.

Non-Recurring Fair Value Measurements

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

During the nine months ended September 30, 2023 and 2022, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable. As discussed above, the Company conducted an interim impairment assessment on its broadcasting licenses and goodwill during the second and third quarters of 2023. Refer to Note 6, Intangible Assets And Goodwill, for additional information.26

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During the three months ended March 31, 2024, there were no events or changes in circumstances which indicated the Company’s investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable.

During the three months ended March 31, 2023, the Company recorded a $5.1 million impairment related to abandoned studio space in San Francisco and abandoned office space in Houston. As a result, the Company wrote off the ROU asset carrying value of each space. There were no other events or changes in circumstances which indicated the Company’s investments, property and equipment, ROU assets, other intangible assets, or assets held for sale may not be recoverable during the three months ended March 31, 2023.

Fair Value of Financial Instruments Subject to Disclosures

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

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

	September 30,2023				December 31,2022
	March 31,2024				December 31,2023
Financial Instrument	CarryingValue		FairValue		CarryingValue		FairValue
	(amounts in thousands)
Term B-2 Loans (1)	$	632,415	$	276,286	$	632,415	$	454,548
DIP Facility(1)	$	32,000	n/a		n/a		n/a
Revolver (2)	$	219,000	$	219,000	$	180,000	$	180,000
Old Term B-2 Loans (2)	$	632,415	$	372,749	$	632,415	$	309,747
2029 Notes (3)	$	540,000	$	9,788	$	540,000	$	92,138
Old Revolver (3)	$	220,126	$	220,126	$	220,126	$	220,126
2027 Notes (3)	$	460,000	$	7,763	$	460,000	$	82,513
Old 2029 Notes (4)	$	540,000	$	19,238	$	540,000	$	10,125
Accounts receivable facility (4)	$	75,000			$	75,000
Old 2027 Notes (4)	$	460,000	$	16,388	$	460,000	$	8,625
Other debt (4)	$	23			$	23
Accounts receivable facility, as amended(1)	$	75,000	n/a		$	75,000	n/a
Letters of credit (4)	$	8,128			$	5,909

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

(1)The Company ~~utilizes~~does anot ~~Level~~believe 2it ~~valuation~~is ~~input~~practicable ~~based upon the market trading price of the Term B-2 Loan~~ to ~~compute~~estimate the fair value asof the ~~Term~~DIP ~~B-2~~Facility, ~~Loan is traded in~~ the ~~debt~~Old ~~securities~~Receivables ~~market. The~~Facility ~~fair~~and ~~value of~~ the ~~Term~~New ~~B-2~~Receivables ~~Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets~~Facility.

(2)The ~~fair~~Company ~~value~~utilizes a Level 2 valuation input based upon the market trading price of the ~~Revolver~~Old ~~was~~Term ~~considered~~B-2 Loan to ~~approximate~~compute the ~~carrying~~fair value as the ~~interest~~Old ~~payments~~Term ~~are~~B-2 ~~based~~Loan onis ~~SOFR~~traded ~~rates~~in ~~that~~the ~~reset~~debt ~~periodically~~securities market. The ~~Revolver~~fair value of the Old Term B-2 Loan is considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

(3)The ~~Company~~fair ~~utilizes~~value aof ~~Level~~the 2Old ~~valuation~~Revolver ~~input~~was ~~based~~considered ~~upon~~to approximate the ~~market~~carrying ~~trading~~value ~~prices~~as of the ~~2029~~interest ~~Notes~~payments ~~and~~are ~~2027~~based ~~Notes~~on toSOFR ~~compute~~rates ~~the~~that ~~fair~~reset ~~value~~periodically. asThe ~~these~~Old ~~2029~~Revolver ~~Notes~~is ~~and~~considered ~~2027~~a ~~Notes~~Level ~~are~~2 ~~traded~~measurement inas the ~~debt~~pricing ~~securities~~inputs ~~market.~~are ~~The~~other ~~2029~~than quoted prices in active markets.

30(4)The Company utilizes a Level 2 valuation input based upon the market trading prices of the Old 2029 Notes and Old 2027 Notes to compute the fair value as these Old 2029 Notes and Old 2027 Notes are traded in the debt securities market. The Old 2029 Notes and Old 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

~~Table~~16. ASSETS ofHELD ~~Contents~~FOR SALE

Notes and 2027 Notes are considered a Level 2 measurement as the pricing inputs are other than quoted prices in active markets.

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

14. ASSETS HELD FOR SALE

Assets Held for Sale

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

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Additionally, the Company determined that these assets comprise operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the Company.

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

During the ~~second~~first quarter of ~~2023~~2024, the Company ~~entered~~completed ~~into~~the ~~letters~~sales of ~~intent~~land, tobuilding ~~sell~~and ~~certain~~equipment ~~assets~~ located in ~~Phoenix and~~ Boston., ~~The~~Massachusetts ~~Company~~for ~~conducted~~aggregate anproceeds ~~analysis~~of ~~and~~$14.4 ~~determined~~million. ~~the~~The ~~assets~~Company ~~met~~recognized ~~the~~net ~~criteria~~gains toon bethe ~~classified~~sales, asnet ~~held~~of ~~for~~commissions ~~sale~~and atother ~~September 30~~expenses, ~~2023. In aggregate, these assets have a carrying value~~ of ~~approximately~~ $212.5 9 million~~. The~~ ~~transactions~~on ~~are~~these ~~expected to close within one year~~sales.

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

Assets Held for Sale	~~September~~March 3031, ~~2023~~2024		December 31, ~~2022~~2023
	(amounts in thousands)
Land and land improvements	$	590	$	—
Property and equipment, net	$	—	$	1,544
Building	1,776		—
Net assets held for sale	$	—	$	1,544
Equipment	110		4,618
Radio broadcasting licenses	—		856
Net assets held for sale	$	2,476	$	5,474

1517. SHAREHOLDERS’ ~~EQUITY~~DEFICIT

Dividend Equivalents

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

Dividend Equivalent Liabilities

Balance SheetLocation

~~September~~March 3031,~~2023~~2024

December 31,~~2022~~2023

(amounts in thousands)

Short-term

Other current liabilities

~~160~~1

~~229~~1

Long-term

Other long-term liabilities

2019

Total

~~179~~20

~~249~~20

Employee Stock Purchase Plan

The Company temporarily suspended the ESPP effective January 1, 2023. ~~The~~As ~~following~~such, ~~table~~no ~~presents the amount of~~ shares were purchased and no non-cash compensation expense was recognized in connection with the ESPP asin ofthree ~~the~~months ~~periods~~ended ~~indicated:~~March 31, 2024 and 2023.

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	Nine Months EndedSeptember 30,
Employee Stock Purchase Plan		2023		2022
	(amounts in thousands)
Number of shares purchased		—		13
Non-cash compensation expense recognized		$	—	$	58

Share Repurchase Program

During the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, the Company did not repurchase any shares under the 2017 Share Repurchase Program.

1618. CONTINGENCIES AND COMMITMENTS

Contingencies

The Company is subject to various outstanding claims which arise in the ordinary course of business and to other legal proceedings. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s financial position, results of operations or cash flows. There were no material changes from the contingencies listed in the ~~Company’s~~2023 ~~Form~~Annual ~~10-K, filed with the SEC on March 16, 2023~~Report.

~~17. SUBSEQUENT EVENTS~~28

Events occurring after September 30, 2023, and through the date that these condensed consolidated financial statements were issued, were evaluated to ensure that any subsequent events that met the criteria for recognition have been included.

Director Appointment

On November 7, 2023, the Company's Board of Directors, upon the recommendation of the Board’s Nominating / Corporate Governance Committee, increased the size of the Board from eight to nine persons, elected Roger Meltzer as a Class II director to fill the newly created vacancy and named Mr. Meltzer as the chairman and sole member of the Board's newly created Special Review Committee which is vested with the authority to conduct or authorize reviews into any matters germane to the potential restructuring of the Company's debt as it deems appropriate. Mr. Meltzer has substantial experience serving as a director of entities that considered potential alternatives regarding debt restructurings.

NYSE Delisting

On October 30, 2023, the NYSE filed a Form 25 related to the delisting from the NYSE of our Class A common stock with the SEC. The delisting is expected to become effective 10 days after the filing of Form 25. Our Class A common stock will continue to trade Over The Counter (the "OTC Pink") under the ticker symbol "AUDA".

Election to Utilize Interest Payment Grace Periods and Related Amendments to Debt Agreements

As the Company has continued to be actively engaged in discussions with its creditors with respect to a number of potential alternatives regarding a restructuring of the Company’s outstanding debt, and to facilitate such discussions, 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, including the following:

•2029 Notes. On October 2, 2023, Audacy Capital Corp. elected to utilize a 30-day grace period for the interest payment in the amount of approximately $18.0 million originally due on September 30, 2023 pursuant to the terms of the 2029 Notes. On October 27, 2023, Audacy Capital Corp. entered into the 2029 Notes First Supplemental Indenture to extend the grace period before which a default in the payment of such interest matures into an Event of Default, from 30 to 60 days. Accordingly, the grace period for the interest payment on the 2029 Notes that was due on September 30, 2023 now ends on November 29, 2023. However, the extension will terminate on the earlier of the date on which: (i) a failure to pay interest under a Credit Facility (as defined in the 2029 Notes Indenture) when due constitutes an event of default permitting all unpaid principal, interest accrued and unpaid thereon and other amounts

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owed or payable under such Credit Facility to be immediately due and payable; or (ii) Audacy Capital Corp. makes the payment of interest under the Credit Agreement (as defined in the 2029 Notes Indenture) originally due on October 31, 2023 (either on such original due date or during or after any applicable grace period).

•2027 Notes. On November 1, 2023, Audacy Capital Corp. elected to utilize a 30-day grace period for the interest payment in the amount of approximately $15.0 million originally due on November 1, 2023 pursuant to the terms of the 2027 Notes.

•The Credit Facility. On October 31, 2023, Audacy Capital Corp. elected to utilize a 3-business day grace period for interest payments in the aggregate amount of approximately $17.0 million originally due on October 31, 2023 pursuant to the terms of the Credit Facility. On November 3, 2023, Audacy Capital Corp. entered into the Credit Facility amendment to extend the grace periods before which a default in the payment of such interest in the amount of approximately $17.0 million due on October 31, 2023, and approximately $0.8 million due on November 8, 2023, matures into an Event of Default, from 3 to 11 business days. The Credit Facility Amendment also waived the requirement for the Company to comply with the maximum Consolidated Net First-Lien Leverage Ratio financial covenant, for the quarterly test period ended September 30, 2023.

•The Accounts Receivables Facility. On November 3, 2023, Audacy Receivables and the other parties to the Receivables Purchase Agreement entered into the Receivables Facility Amendment to amend the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 11 business day grace periods provided for under the Credit Facility, as amended. In addition, the amendment waives the requirement for the Company to comply with the same maximum Consolidated Net First-Lien Leverage Ratio, as provided for in the Credit Facility, for the quarterly test period ended September 30, 2023.

Refer to Note 1, Basis of Presentation And Significant Policies—Going Concern, Note 8, Long-Term Debt, “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations” in Part I, Item 2, and “Risk Factors” in Part II, Item 1A, for additional information.

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

In preparing the discussion and analysis contained in this Item 2, we presume that readers have read or have access to the discussion and analysis contained in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”) on March 1622, ~~2023~~2024. In addition, you should read the following discussion and analysis of our financial condition and results of operations in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this ~~report~~Quarterly Report on Form 10-Q. The following results of operations include a discussion of the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 as compared to the comparable ~~periods~~period in the prior year. Our results of operations during the relevant periods represent the operations of the radio stations owned or operated by us.

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

~~NYSE~~Current ~~Delisting~~Bankruptcy Proceedings

On ~~May~~February 1620, ~~2023~~2024, the ~~New~~United ~~York~~States ~~Stock~~Bankruptcy ~~Exchange~~Court ~~(the~~for ~~“NYSE”) announced~~ the ~~suspension~~Southern ofDistrict ~~trading~~ of ~~our Class A common stock on the NYSE~~Texas, ~~and~~Houston ~~that~~Division ~~it had elected to commence proceedings to delist our Class A common stock based on~~ (the ~~Company’s~~ “~~abnormally~~Bankruptcy ~~low~~Court”) ~~price~~entered ~~levels,~~an ~~pursuant~~order toconfirming ~~Section~~a ~~802.01D~~joint ofprepackaged ~~the~~plan ~~NYSE~~of ~~Listed~~reorganization ~~Company~~(as ~~Manual.~~may Onbe ~~May 31~~amended, ~~2023,~~ the ~~Company~~“Plan”) ~~submitted~~and a ~~written~~related ~~appeal~~disclosure ~~request~~statement ~~for~~(as amay ~~review~~be ofamended, the ~~NYSE’s~~“Disclosure ~~determination~~Statement”) byin aconnection ~~Committee~~with of the ~~Board~~voluntary ofpetitions ~~Directors~~for ofrelief (the ~~NYSE.~~“Chapter On11 ~~October~~Cases”) ~~30,~~under ~~2023,~~Chapter ~~the~~11 ~~Company~~of ~~was notified by~~ the ~~NYSE~~United ~~that~~States ~~its~~Bankruptcy ~~appeal~~Code ~~was~~("Chapter ~~not~~11") ~~successful.~~previously Asfiled aby ~~result,~~us ~~the~~and ~~NYSE~~certain ~~filed~~of aour ~~Form~~direct 25and ~~relating~~indirect tosubsidiaries ~~the~~(together ~~delisting~~with ~~from~~Audacy, the ~~NYSE~~“Debtors”) ofon ~~the~~January ~~Class~~7, A2024 ~~common stock with~~ (the ~~SEC~~Petition Date"). The ~~delisting~~Chapter is11 ~~expected~~Cases toare ~~become~~being ~~effective~~administered 10under ~~days~~the ~~after~~caption ~~the~~In ~~filing~~re: ofAudacy, ~~Form~~Inc., 25et. ~~The~~al, ~~Company’s~~Case ~~Class~~No. A24-90004 ~~common stock will continue to trade over the counter~~ (~~the “OTC Pink”~~CML) ~~under the symbol “AUDA~~.”

~~Reverse~~The ~~Stock~~Plan ~~Split~~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.

OnThe ~~June~~Plan ~~30,~~contemplates ~~2023,~~the weimplementation ~~effected~~of a ~~one-for-thirty~~comprehensive ~~reverse~~debt ~~stock~~restructuring ~~split~~ (the “~~Reverse Stock Split~~Restructuring”) ofthat ~~our~~will ~~issued~~equitize ~~and~~approximately ~~outstanding shares of Class A and Class B common stock, par value~~ $01.016 ~~per~~billion ~~share (“Common Stock”). As a result~~ of the ~~Reverse~~Debtors’ ~~Stock~~funded ~~Split~~debt, ~~every~~a ~~thirty~~reduction ~~(30) shares~~ of ~~Common~~approximately ~~Stock~~80% ~~issued~~from ~~and~~approximately ~~outstanding were automatically combined into one (~~$1~~) share of issued and outstanding Common Stock, without any change in the par value per share~~.9 Inbillion ~~addition, proportional adjustments were made~~ to ~~the~~approximately ~~number of shares of our Class A common stock, par value~~ $~~0.01~~350 ~~per share (the “Class A common stock”) subject to outstanding equity awards, as well as the applicable exercise price, to reflect the Reverse Stock Split~~million. ~~All~~Pursuant ~~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. The Company effected the Reverse Stock Split to seek to regain compliance with the minimum average closing price requirement of Rule 802.01C of the NYSE Listing Company Manual. Following the Reverse Stock SplitPlan, ~~the~~among ~~Class~~other ~~A common stock continued to be traded on the OTC Pink under the symbol “AUDA” on a split-adjusted basis beginning on June 30, 2023.~~things:

~~Election~~•Our toexisting ~~Utilize~~equity ~~Interest~~will ~~Payment~~be ~~Grace~~extinguished, ~~Periods~~without value, and ~~Related~~be ~~Amendments~~of tono ~~Debt~~further ~~Agreements~~force or effect;

As•Holders of claims under the ~~Company~~Prepetition ~~has~~Debt ~~continued~~Instruments to(as bedefined ~~actively~~below), ~~engaged~~including those who provided debtor-in-possession ~~discussions~~financing ~~with~~during ~~its~~the ~~creditors~~Chapter ~~with~~11 ~~respect~~Cases and elected to ahave ~~number~~their ofdebtor-in-possession ~~potential~~financing ~~alternatives~~loans ~~regarding~~convert ato ~~restructuring~~loans ofunder the ~~Company’s~~exit ~~outstanding~~credit ~~debt~~facility, ~~and~~are expected to ~~facilitate~~receive ~~such~~100% ~~discussions,~~of the ~~Company~~new ~~elected~~equity toissued ~~utilize~~in ~~certain~~Audacy, ~~grace~~as ~~periods~~reorganized ~~for~~pursuant ~~certain~~to ~~interest~~and ~~payments~~ under ~~its~~the ~~debt~~Plan ~~agreements~~("Reorganized ~~and~~Audacy") ~~obtained~~in ~~extensions~~the form of ~~certain~~new ~~grace~~Class ~~periods~~A common stock, new Class B common stock and/or ~~amendments~~special warrants (subject to ~~certain~~dilution ~~requirements~~from issuances under ~~those~~a ~~agreements,~~management ~~including~~incentive plan and the ~~following~~New Second Lien Warrants (as defined below)) as follows:

~~•6.750%~~◦holders ~~Senior Secured Second-Lien Notes due 2029 (the “2029 Notes”). Audacy Capital Corp. (“Audacy Capital”), the Company’s finance subsidiary, is the issuer~~ of ~~the 2029 Notes, of which there is $540.0 million~~ debtor-in-possession ~~aggregate~~claims ~~principal~~that ~~amount outstanding. On October 2, 2023, Audacy Capital~~ elected to ~~utilize~~have atheir 30debtor-~~day grace period for the interest payment~~ in-possession ~~the~~financing ~~amount~~loans ofconvert ~~approximately $18.0 million originally due on September 30, 2023 pursuant~~ to ~~the~~loans ~~terms~~under of the ~~2029~~exit ~~Notes.~~credit Onfacility ~~October~~will ~~27,~~receive ~~2023,~~their ~~Audacy~~pro ~~Capital~~rata ~~entered~~share ~~into~~of a10% ~~first~~of ~~supplemental~~such ~~indenture~~new (the “2029 Notes First Supplemental Indenture”) to the original indenture (the “2029 Notes Base Indenture” and, together with the 2029 Notes First Supplemental Indenture, the "2029 Notes Indenture" ) governing the 2029 Notes to extend the grace equity;

34◦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.

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~~period~~The ~~before~~Plan’s ~~which~~effectiveness ais ~~default~~subject ~~in the payment of such interest matures into an Event of Default, from 30~~ to 60certain ~~days. Accordingly~~conditions, ~~the~~including ~~grace period for~~ the ~~interest~~receipt ~~payment~~of onapproval ~~the~~from ~~2029 Notes that was due on September 30, 2023 now ends on November 29, 2023. However,~~ the ~~extension~~Federal ~~will~~Communications ~~terminate~~Commission on (the ~~earlier of the date on which: (i~~“FCC”) afor ~~failure to pay interest under a Credit Facility (as defined in~~ the ~~2029~~emergence ~~Notes Indenture) when due constitutes an event~~ of ~~default~~the ~~permitting~~Debtors ~~all~~from ~~unpaid~~Chapter ~~principal,~~11 ~~interest~~protection ~~accrued~~ and ~~unpaid~~their ~~thereon~~expected ~~and~~ownership. ~~other~~We ~~amounts~~currently ~~owed~~anticipate orthe ~~payable~~Plan ~~under~~will ~~such~~become ~~Credit~~effective ~~Facility to be immediately due~~ and ~~payable;~~we orwill ~~(ii)~~emerge ~~Audacy~~from ~~Capital~~Chapter ~~makes~~11 by the ~~payment~~end of ~~interest under~~ the ~~Credit~~third ~~Agreement~~quarter ~~(as~~of ~~defined in the 2029 Notes Indenture) originally due on October 31, 2023 (either on such original due date or during or after any applicable grace period)~~2024.

~~•6.500%~~The ~~Senior~~Debtors ~~Secured~~continue ~~Second~~to operate their businesses as “debtors-~~Lien~~in-possession” ~~Notes~~under ~~due~~the ~~2027~~jurisdiction (of the ~~“2027~~Bankruptcy ~~Notes”). Audacy~~Court ~~Capital~~and isin accordance with the ~~issuer~~applicable provisions of the ~~2027~~United ~~Notes,~~States ofBankruptcy ~~which~~Code ~~there~~(the is"Bankruptcy ~~$460.0 million~~Code") inand ~~aggregate~~orders ~~principal~~of ~~amount~~the ~~outstanding~~Bankruptcy Court. OnIn ~~November 1~~general, ~~2023~~as debtors-in-possession, ~~Audacy~~we ~~Capital~~are ~~elected~~authorized to ~~utilize~~conduct aour ~~30-day~~business ~~grace~~activities ~~period~~in ~~for~~ the ~~interest~~ordinary ~~payment~~course. inThe commencement of the ~~amount~~Chapter 11 Cases constituted an event of ~~approximately~~default ~~$15~~that accelerated the Debtors’ respective obligations under their debt instruments other than the accounts receivable facility (collectively, the “Prepetition Debt Instruments”).~~0 million~~ ~~originally~~Due ~~due~~to onthe ~~November~~Chapter 111 Cases, ~~2023~~however, ~~pursuant~~the prepetition debtholders’ ability to exercise remedies under the ~~terms~~Prepetition Debt Instruments was stayed as of the ~~2027~~Petition ~~Notes.~~Date, and continues to be stayed.

~~•The~~Information ~~Credit~~filed ~~Facility. Audacy~~with ~~Capital is~~ the ~~borrower~~Bankruptcy ~~under~~Court ~~the~~in ~~Company’s~~connection ~~credit~~with ~~agreement (~~the ~~“Credit~~Restructuring ~~Facility”), which~~ is ~~currently~~also ~~comprised~~accessible ofon athe ~~$227.3 million~~website ~~revolver~~of ~~maturing~~our ~~August~~claims ~~19, 2024~~ and anoticing ~~term~~agent ~~B-2~~at ~~loan maturing November 17, 2024~~https://dm. ~~On October 31, 2023,~~ epiq11.com/Audacy. ~~Capital~~Such ~~elected~~information tois ~~utilize~~not apart ~~3-business day grace period for interest payments in the aggregate amount~~ of ~~approximately~~this ~~$17.0 million~~Quarterly ~~originally~~Report ~~due~~ on ~~October~~Form ~~31,~~10-Q ~~2023~~or ~~pursuant~~any toother ~~the~~report ~~terms~~we offile ~~the Credit Facility. On November 3~~with, ~~2023,~~or ~~Audacy~~furnish ~~Capital entered into an amendment~~ to, the ~~Credit Facility to extend the grace periods before which a default in the payment of such interest in the amount of approximately $0~~SEC.~~8 million~~ ~~due~~See onNote ~~November 8~~1, ~~2023,~~Basis ~~matures~~of ~~into~~Presentation anand ~~Event~~Significant ~~of Default~~Policies, ~~from 3 business days to 11 business days. The amendment also waived the requirement~~ for ~~the~~additional ~~Company~~information toabout ~~comply with~~ the ~~maximum~~Plan ~~Consolidated~~and ~~Net First-Lien Leverage Ratio financial covenant for~~ the ~~quarterly~~Chapter ~~test~~11 ~~period ended September 30, 2023~~Cases.

•The Accounts Receivable Facility. On November 3, 2023, Audacy Receivables and the other parties to the Receivables Purchase Agreement amended the Receivables Purchase Agreement to waive the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 11 business day grace periods provided for under the Credit Facility, as amended. In addition, the amendment waives the requirement for the Company to comply with the same maximum Consolidated Net First-Lien Leverage Ratio, as provided for in the Credit Facility, for the quarterly test period ended September 30, 2023.

Refer to Note 1, Basis of Presentation And Significant Policies—Going Concern, Note 8, Long-Term Debt, Note 17, Subsequent Events, “—Liquidity and Capital Resources” in this Part I, Item 2, and “Risk Factors” in Part II, Item 1A, for additional information.

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Results of Operations

Three Months Ended ~~September~~March 3031, ~~2023,~~2024 Asas compared to Three Months Ended ~~September~~March 3031, ~~2022~~2023

The ~~table~~following ~~below~~significant ~~presents~~factors ~~the~~affected ~~comparison of~~ our ~~historical~~ results of operations for the three months ended ~~September 30~~March 31, ~~2023~~2024 as compared to the three months ended ~~September 30~~March 31, ~~2022~~2023:

	THREE MONTHS ENDED SEPTEMBER 30,
	2023		2022		% Change
	(dollars in millions)
NET REVENUES	$	299.2	$	317.0	(6)	%
OPERATING EXPENSE:
Station operating expenses	256.0		260.0		(2)	%
Depreciation and amortization expense	18.3		18.3		—	%
Corporate general and administrative expenses	32.6		21.2		54	%
Restructuring charges	1.3		4.2		(69)	%
Impairment loss	272.7		176.8		54	%
Net gain on sale or disposal	—		(10.7)		(100)	%
Change in fair value of contingent consideration	—		(1.1)		(100)	%
Other expenses	0.1		0.1		—	%
Total operating expense	580.8		468.8		24	%
OPERATING LOSS	(281.6)		(151.8)		85	%
INTEREST EXPENSE	36.1		28.2		28	%
OTHER EXPENSE	—		—		—	%
LOSS BEFORE INCOME TAX BENEFIT	(317.7)		(180.0)		77	%
INCOME TAX BENEFIT	(83.4)		(39.0)		114	%
NET LOSS	$	(234.3)	$	(141.0)	66	%

•Our net loss for the three months ended March 31 2024 was $1.9 million, a change of $34.0 million compared to the net loss of $35.9 million in the three months ended March 31, 2023. The decrease in net loss was primarily driven by a decrease in interest expense of $27.0 million, an increase in other income of $25.5 million and a decrease in operating loss of $11.8 million, offset by an increase in reorganization items of $26.0 million.

~~The~~•Our ~~following~~consolidated ~~significant~~operating ~~factors~~expense ~~affected~~was ~~our~~$262.2 ~~results~~million, a decrease of ~~operations~~$9.6 ~~for~~million compared to the three months ended ~~September 30~~March 31, 2023. This decrease was primarily driven by lower impairment loss, aslower ~~compared~~gains toon ~~the~~sale ~~three~~or ~~months~~disposal ~~ended~~of ~~September 30~~assets, ~~2022:~~lower corporate general administrative expenses, lower restructuring charges and higher net revenues. These favorable differences were offset by increased depreciation expense.

~~Net~~•We ~~Revenues~~recorded $26.0 million of bankruptcy related reorganization expenses in the three months ended March 31, 2024.

~~Revenues~~•We ~~decreased~~obtained ~~compared~~DIP tofinancing ~~the~~of ~~prior~~$32.0 ~~year~~million ~~period~~and ~~primarily~~amended ~~due~~our toreceivables afacility ~~decrease~~primarily into ~~advertising~~increase ~~spending~~the inavailable ~~our~~financing ~~spot,~~limit ~~sponsorship~~from ~~and~~$75.0 ~~events~~million ~~revenues,~~to ~~and~~$100.0 ~~digital~~million ~~network~~and ~~revenue~~to ~~streams~~extend asthe ~~consistent~~maturity ~~with~~date ~~current~~to ~~macroeconomic~~January ~~conditions~~9, 2026.

~~Partially~~•Our ~~offsetting~~liquidity ~~these~~in ~~decreases,~~2024 ~~net~~was ~~revenues~~affected ~~were~~by ~~positively~~our ~~impacted~~Going byConcern ~~growth~~status in ~~our~~connection ~~other~~with ~~revenues~~ongoing difficult macroeconomic conditions. Our liquidity at March 31, 2024 was $126.9 million and consisted of cash and cash equivalents of $101.9 million (excluding restricted cash of $4.1 million) and remaining availability under the New Receivables Facility (as defined below) of $25.0 million.

~~Net revenues decreased the most for our stations located in the Chicago, Los Angeles, Washington DC and New York markets. Net revenues increased for our podcasting revenue stream and Seattle markets.~~ 30

Station Operating Expenses

Station operating expenses decreased compared to prior year primarily due to increased payroll and related expenses and sports rights fees.

Station operating expenses include non-cash compensation expense of $0.3 million and $0.8 million for the three months ended September 30, 2023 and September 30, 2022, respectively.

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~~Depreciation~~The ~~and~~table ~~Amortization~~below ~~Expense~~presents the comparison of our historical results of operations for the three months ended March 31, 2024 to the three months ended March 31, 2023:

Overall, depreciation and amortization expense was unchanged as compared to the prior year. Amortization expense increased due to software that was capitalized in the third quarter of 2022 offset by a decrease in depreciation expense due to the sales and disposals of assets.


	THREE MONTHS ENDED MARCH 31,
	2024		2023		% Change(1)
	(dollars in millions)
NET REVENUES	$	261.8	$	259.6	1	%

OPERATING EXPENSE:
Station operating expenses	232.5		233.9		(1)	%
Depreciation and amortization expense	21.9		17.4		26	%
Corporate general and administrative expenses	22.9		25.3		(9)	%

Restructuring charges	0.4		2.4		(83)	%
Impairment loss	0.2		5.1		(96)	%
Net gain on sale or disposal of assets	(15.8)		(12.4)		27	%



Other expenses	0.1		0.1		—	%
TOTAL OPERATING EXPENSE	262.2		271.8		(4)	%
OPERATING LOSS	(0.4)		(12.2)		(97)	%
Interest expense, net	5.4		32.4		(83)	%
Reorganization items, net	26.0		—		100	%
Other income	(25.5)		—		(100)	%


LOSS BEFORE INCOME TAXES	(6.3)		(44.6)		(86)	%

INCOME TAX BENEFIT	(4.5)		(8.7)		(48)	%



NET LOSS	$	(1.9)	$	(35.9)	95	%

~~Corporate~~The ~~General~~following ~~and~~significant ~~Administrative~~factors ~~Expenses~~affected our results of operations for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023:

Corporate general and administrative expenses increased primarily as a result of professional fees and other related expenses incurred in connection with the management of our on-going debt restructuring actions.

Corporate general and administrative expenses include non-cash compensation expense of $0.4 million and $24.0 thousand for the three months ended September 30, 2023 and September 30, 2022, respectively.

Restructuring Charges

We incurred restructuring charges in 2023 and 2022 primarily in response to the current macroeconomic conditions. These costs primarily included workforce reduction charges as well as termination charges associated with loss-making contracts. Amounts were expensed as incurred.

Impairment Loss

The impairment loss incurred during the three months ended September 30, 2023 includes $265.8 million of FCC license impairment charges and $6.9 million related to early termination of leases. The impairment loss incurred during the three months ended September 30, 2022 primarily consists of: (i) a $159.1 million impairment charge as a result of an interim impairment assessment on our FCC broadcasting licenses; and (ii) a $18.1 million impairment charge as a result of an interim impairment assessment on our goodwill.

Interest Expense

During three months ended September 30, 2023, we incurred an additional $7.9 million in interest expense as compared to the three months ended September 30, 2022.

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

Income Tax Benefit

Tax Rate for the three Months Ended September 30, 2023

We recognized an income tax benefit at an effective income tax rate of 26.2% for the three months ended September 30, 2023. The effective income tax rate for the period was impacted by permanent items, state tax expense, and discrete income tax expense items primarily related to stock based compensation.

Tax Rate for the three Months Ended September 30, 2022

We recognized an income tax benefit at an effective income tax rate of 21.7% for the three months ended September 30, 2022. The effective income tax rate for the quarter was impacted by permanent items, state tax expense, discrete income tax expense items related to stock based compensation, a valuation allowance for certain state net operating losses, and interest and penalties associated with uncertain tax positions.

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Results of Operations for the Year-To-Date

Nine Months Ended September 30, 2023 As compared to The Nine Months Ended September 30, 2022

The table below presents the comparison of our historical results of operations for the nine months ended September 30, 2023 to the nine months ended September 30, 2022:

	NINE MONTHS ENDED SEPTEMBER 30,
	2023		2022		% Change
	(dollars in millions)
NET REVENUES	$	857.3	$	911.7	(6)	%
OPERATING EXPENSE:
Station operating expenses	756.0		746.9		1	%
Depreciation and amortization expense	53.3		47.5		12	%
Corporate general and administrative expenses	83.7		72.8		15	%
Restructuring charges	12.2		6.1		100	%
Impairment loss	403.1		180.1		124	%
Net gain on sale or disposal	(22.3)		(13.2)		69	%
Change in fair value of contingent consideration	—		(8.8)		(100)	%
Other expenses	0.5		0.4		—	%
Total operating expense	1,286.5		1,031.8		25	%
OPERATING LOSS	(429.2)		(120.1)		257	%
INTEREST EXPENSE	102.9		76.1		35	%
OTHER EXPENSE	—		(0.2)		(100)	%
LOSS BEFORE INCOME TAX BENEFIT	(532.1)		(196.0)		171	%
INCOME TAX BENEFIT	(136.1)		(43.2)		215	%
NET LOSS	$	(396.0)	$	(152.8)	159	%

The following significant factors affected our results of operations for the nine months ended September 30, 2023, as compared to the nine months ended September 30, 2022:

Net Revenues

Revenues ~~decreased~~increased $2.2 million, or 1%, compared to the prior year period primarily due to an increase in Digital, Network and Sponsorships and Events revenues, offset by a decrease in ~~advertising~~Spot ~~spending~~(local inand national) revenue. Net revenues increased the most for our ~~spot~~Orlando, New York, Miami, Austin, Detroit and ~~network~~Los ~~revenue~~Angeles ~~streams~~markets. ~~triggered~~Net byrevenues decreased the ~~current~~most ~~macroeconomic~~for ~~conditions~~our stations located in the Philadelphia, Denver, Phoenix Milwaukee and New Orleans markets.

Partially offsetting these decreases, net revenues were positively impacted by growth in our sponsorship and events, and other revenues.

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

Station Operating Expenses

Station operating expenses ~~increased~~decreased $1.4 million, or 1%, compared to the prior year period primarily due to ~~increased~~expense ~~payroll~~reductions related to programming costs in traditional and ~~related~~digital ~~expenses~~media and ~~sports~~a ~~rights~~decrease ~~fees.~~in non-cash compensation partially offset by increased payroll and related expenses.

Station operating expenses include non-cash compensation expense of $10.41 million and $3.0.7 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~September~~March 3031, ~~2022~~2023, respectively.

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Depreciation and Amortization Expense

Depreciation and amortization expense increased ~~primarily~~$4.5 ~~due~~million, toor an26%, ~~increase~~as incompared ~~amortization~~to ofthe ~~capitalized~~prior ~~software~~year ~~intangible assets in 2023 relative to 2022~~period. ~~These~~ ~~intangible~~The ~~assets~~increase ~~were~~is ~~placed~~primarily ~~into~~related ~~service~~to in the ~~third~~amortization ~~quarter~~ of ~~2022.~~software ~~This~~due ~~was~~to ~~partially~~our ~~offset~~increase ~~by a decrease~~ in ~~depreciation~~software ~~expense resulting from the~~ assets ~~sold and disposed and due to assets~~ that were ~~fully~~capitalized ~~depreciated~~ during 2023 and 2024.

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Corporate General and Administrative Expenses

Corporate general and administrative ~~expenses~~decreased ~~increased~~$2.4 million, or 9%, as acompared ~~result~~to ofthe ~~professional~~prior ~~fees~~year period due to lower payroll and ~~other~~benefit ~~related~~expense as well as lower non-cash compensation expenses. ~~incurred~~Expenses ininclude ~~connection~~non-cash ~~with~~compensation expense of $0.2 million and $1.2 million for the ~~management~~three ofmonths ~~our~~ended ~~on-going~~March 31, ~~debt~~2024 ~~restructuring~~and ~~actions~~March 31, 2023, respectively.

Corporate general and administrative expenses include non-cash compensation expense of $2.3 million and $4.0 million for the nine months ended September 30, 2023 and September 30, 2022, respectively.

Restructuring Charges

InDuring ~~response~~the ~~primarily~~three tomonths ~~the~~ended ~~current~~March ~~macroeconomic~~31, ~~conditions~~2024 and 2023, we incurred restructuring charges, ~~including~~of ~~workforce~~$0.4 ~~reductions~~million asand ~~well~~$2.4 asmillion, ~~termination~~respectively, ~~charges~~primarily ~~associated~~in ~~with~~response ~~loss-making~~to ~~contracts,~~the ofcurrent ~~$12~~macroeconomic conditions.~~2 million~~ ~~and~~These ~~$6.1 million~~costs ~~for~~primarily ~~nine~~included ~~months~~workforce ~~ended~~reduction ~~September 30,~~charges ~~2023~~as ~~and~~well ~~September 30,~~as ~~2022,~~termination ~~respectively~~charges associated with loss-making contracts. Amounts were expensed as incurred ~~and are included in restructuring charges~~.

Impairment Loss

~~The~~During ~~impairment loss incurred during~~ the ~~nine~~three months ended ~~September 30~~March 31, ~~2023~~2024, ofwe ~~$403.1 million~~incurred ~~includes~~an impairment loss of $~~390~~0.62 million ofin ~~FCC~~connection ~~license~~with ~~impairment~~costs ~~charges~~incurred ~~and $12.4 million~~ related to the early termination of leases. ~~The~~ ~~impairment~~During ~~loss incurred during~~ the ~~nine~~three months ended ~~September 30~~March 31, ~~2022~~2023, ~~primarily~~we ~~consisted~~incurred ~~of:~~an ~~(i) a $159.1 million~~ impairment ~~charge~~loss ~~as a result~~ of ~~an interim impairment assessment on our FCC broadcasting licenses and (ii) an~~ $185.1 million ~~impairment~~related ~~charge~~to asan aearly ~~result~~termination of ana ~~interim~~lease ~~impairment~~and ~~assessment~~other oncosts ~~our~~related ~~Goodwill~~to terminations.

~~Net~~Interest ~~Gain~~Expense, ~~on Sale or Disposal~~Net

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, weinterest ~~recognized~~expense ~~net~~decreased ~~gain of approximately~~ $2427.4 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 and, (viii) Houston, Texas, (ix) Palm Desert, California offset by a loss of $2.1 million resulting from the disposal of assets no longer used in production of revenue. During the nine months ended September 30, 2022, we recognized: (i) a gain of approximately $2.5 million on the sale of a land easement in San Francisco, California; (ii) a gain on bond repurchases of $0.6 million; ~~and~~compared ~~(iii)~~to ~~a gain of approximately $10.6 million on~~ the ~~sale~~prior ofyear ~~assets~~period inprimarily ~~Houston,~~due ~~Texas.~~to ~~These~~our ~~gains~~bankruptcy ~~were~~actions ~~partially~~which ~~offset~~commenced ~~by a loss on sale of a station~~ in ~~San~~January ~~Francisco, California of $0~~2024.~~5 million.~~

Net ~~Interest~~Gain ~~Expense~~on Sale or Disposal of Assets

During ~~nine~~the three months ended ~~September 30~~March 31, ~~2023~~2024, we ~~incurred~~completed anthe ~~additional~~sales of land, building and equipment located in Boston, Massachusetts for a net gain of $2612.8 9 million. inFurther, ~~interest~~we ~~expense~~paid as$3.6 ~~compared~~million to ~~the~~terminate ~~nine~~or ~~months~~amend ~~ended~~leases ~~September 30~~related to contracts in San Francisco, ~~2022~~Atlanta, Providence and Denver and recorded a gain of $3. 0 million related to these transactions.

~~This~~Reorganization ~~increase~~Items, ~~in interest expense was primarily attributable to an increase in the outstanding variable-rate indebtedness upon which interest is computed coupled with an increase in variable interest rates.~~ Net

During the three months ended March 31, 2024, we recognized reorganization items of $26.0 million related to the Chapter 11 Cases, consisting of professional fees of $19.2 million, incurred debt issuance costs of $2.5 million related to our short-term borrowing, and the write-off of deferred debt issuance costs and unamortized premium of $4.3 million related to our prepetition debt.

Other Income

During the three months ended March 31, 2024, we recorded $25.5 million related to our sale of our interest in our investment in BMI.

Income Tax Benefit

Tax Rate for the ~~nine~~three Months Ended ~~September~~March 3031, ~~2023~~2024

We recognized an income tax benefit at an effective income tax rate of 2570.68% for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024. The effective income tax rate ~~for the period~~ was impacted by ~~permanent items,~~ state ~~tax expense,~~ and ~~discrete~~local income ~~tax~~taxes, ~~expense~~the ~~items~~tax ~~primarily~~effect of bankruptcy-related tofees, ~~stock~~and ~~based~~certain ~~compensation~~statutory non-deductible items.

39Tax Rate for the three Months Ended March 31, 2023

We recognized an income tax benefit at an effective income tax rate of 19.5% for the three months ended March 31, 2023. The effective income tax rate for the period was impacted by permanent items, state tax expense, and discrete income tax expense items primarily related to stock based compensation.

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Tax Rate for the nine Months Ended September 30, 2022

We recognized an income tax benefit at an effective income tax rate of 22.0% for the nine months ended September 30, 2022.

Liquidity and Capital Resources

Liquidity

InDuring ~~accordance~~the ~~with~~pendency ~~Accounting~~of ~~Standards Codification ("ASC") 205-40, Going Concern,~~ the ~~Company~~Chapter ~~continues~~11 ~~to critically review its liquidity and anticipated capital requirements~~Cases, ~~including~~our ~~for~~principal ~~service~~sources of ~~the~~liquidity ~~Company's~~are ~~debt,~~limited ~~in light of the significant uncertainty created by the current macroeconomic conditions~~ to ~~determine~~cash ~~whether~~on ~~these conditions and events~~hand, ~~when~~cash ~~considered~~flow in the aggregate, raise substantial doubt about its ability to continue as a going concern within twelve months after the date that the accompanying unaudited consolidated financial statements are issued. from

~~Current macroeconomic conditions have created, and continue to create, significant uncertainty in~~ operations, ~~including~~borrowings ~~rising~~under ~~inflation~~our ~~and~~$32.0 ~~interest~~million ~~rates, significant volatility~~ debtor-in-possession ~~financial~~facility ~~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~~ (the ~~Company’s~~"DIP ~~forecasted~~Facility") ~~revenue. As a result, management continues to execute on 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 of the ~~Company,~~New ~~and~~Receivables ~~initiating~~Facility ~~a variety of transactions to manage the Company’s liabilities, which includes the utilization and extension of certain grace periods and waivers of financial covenants~~ (as ~~described~~defined below ~~and in Note 8, Long-Term Debt, and could include extending maturities or otherwise reorganizing the Company’s debt to decrease overall leverage~~). The Company is unable to predict with certainty the impact that the current macroeconomic conditions will have on its ability to consummate or continue to consummate these transactions or maintain compliance with the financial covenants contained in the Company’s debt agreements.

AsIn ofaccordance ~~September 30, 2023, the Company was in compliance~~ with ~~its~~Accounting ~~debt~~Standards ~~and~~Codification ~~related~~("ASC") ~~covenants~~205-40, ~~some~~Going ofConcern, ~~which~~we ~~were~~continue ~~due~~ to ~~the~~critically ~~amendments~~review ~~and~~our ~~waivers~~liquidity ~~described below~~ and inanticipated ~~Note~~capital 8requirements, ~~Long-Term~~including ~~Debt. However,~~for ~~based~~service onof ~~the~~our ~~Company’s~~debt ~~cash~~post-emergence ~~and~~from ~~cash~~Chapter ~~equivalents~~11 ~~balance~~protection, ~~the~~in ~~current~~light ~~maturities~~ of ~~its~~the ~~existing~~significant ~~debt~~uncertainty ~~facilities,~~created ~~its~~by ~~forecasted~~the ~~business~~Chapter ~~plan~~11 inCases ~~light~~and of current macroeconomic conditions, ~~and~~to ~~the~~determine ~~Company’s~~whether ~~current~~these ~~forecast~~conditions ofand ~~future~~events, ~~revenue~~when ~~over~~considered in the ~~next twelve months~~aggregate, ~~indications~~raise ~~suggest~~substantial ~~that~~doubt ~~such~~about ~~forecasts~~our ~~are~~ability ~~unlikely~~ to ~~be sufficient for the Company to be able to~~ continue toas ~~maintain~~a ~~compliance~~going ~~with~~concern ~~the~~within ~~financial covenants under our debt agreements for at least~~ twelve months ~~from~~after the ~~issuance~~date ofthat the accompanying ~~unaudited~~condensed consolidated financial statements~~. Failure~~ toare ~~meet~~issued. ~~these~~Our ~~covenant~~ability ~~requirements in the future would cause the Company~~ to bemaintain inadequate ~~default~~liquidity ~~and~~during ~~could cause~~ the ~~maturity~~Chapter of11 ~~the~~Cases ~~related debt to be accelerated~~ and ~~become~~after ~~immediately~~emergence ~~payable absent obtaining additional waivers~~ from ~~its~~Chapter ~~lenders~~11 orprotection ~~negotiating~~depends ~~additional~~on ~~amendments~~successful tooperation ~~avoid acceleration~~ of ~~its~~our ~~indebtedness.~~business, ~~There~~appropriate ~~can~~management beof nooperating ~~assurance~~expenses ~~that any such additional waivers or amendments would be available on acceptable terms or at all. If the Company is unable to obtain additional necessary waivers or amendments~~ and ~~its~~capital ~~debt is accelerated~~spending, ~~there~~and ~~can~~access ~~be no assurance that the Company would be able~~ to ~~obtain replacement~~ financing orif torequired. ~~satisfy~~Our ~~its~~anticipated ~~obligations,~~liquidity inneeds ~~which~~are ~~case~~highly ~~the~~sensitive ~~Company may pursue a process~~ to ~~restructure~~changes ~~its~~in ~~indebtedness~~each ~~under the protection~~ of athese ~~bankruptcy court. The Company’s debt balance~~ and ~~the~~other ~~potential~~factors. ~~that~~The itcondensed ~~could~~consolidated ~~seek~~financial ~~protection~~statements ~~from~~included ~~creditors~~in ~~under~~this ~~the~~Quarterly ~~bankruptcy~~Report ~~laws~~on asForm ~~well~~10-Q ashave ~~the~~been ~~uncertainty~~prepared ~~surrounding~~on compliance with the Company’s debt covenants and its ability to obtain additional waivers or amendments when needed, the Company determined that there is substantial doubt regarding the Company’s ability to continue as a going concern ~~for~~basis ~~a period~~ of ~~twelve~~accounting, ~~months~~which ~~from~~contemplates ~~the~~continuity ~~issuance~~ of ~~the~~operations, ~~accompanying~~realization ~~unaudited~~of ~~consolidated financial statements. In 2024~~assets, ~~$926.4~~and ~~million~~satisfaction of ~~debt~~liabilities isand ~~set~~commitments toin ~~mature, beginning with~~ the ~~Accounts~~normal ~~Receivable~~course ~~Facility, with $75 million~~ of ~~outstanding~~business. ~~borrowings~~The atcondensed ~~September 30,~~consolidated ~~2023~~financial ~~and~~statements ~~maturing~~do innot ~~July~~reflect ~~2024,~~any ~~followed~~adjustments bythat ~~the~~might ~~Revolver~~result ~~with~~after ~~$219 million~~emergence offrom ~~outstanding~~Chapter ~~borrowings~~11 ~~at September 30, 2023 and maturing in August 2024~~protection.

~~The~~As ~~Credit~~of ~~Facility~~March 31, ~~as amended~~2024, istotal ~~comprised~~liquidity ofwas ~~the~~ $~~227~~126.3 9 million ~~Revolver~~ and ~~the~~consisted ~~Term B-2 Loan. As~~ of ~~September 30,~~cash ~~2023,~~and wecash ~~had~~equivalents of $~~632~~101.4 9 million ~~outstanding~~(excluding ~~under~~restricted ~~the~~cash ~~Term~~of ~~B-2~~$4.1 ~~Loan~~million) and ~~$219.0 million~~remaining ~~outstanding~~availability under the ~~Revolver.~~New InReceivables ~~addition,~~Facility weof ~~had~~ $825.10 million ~~in outstanding letters of credit~~.

~~As of September 30, 2023, total liquidity was $57.5 million, which was comprised of $0.1 million available under the Revolver and $57.4 million in cash, cash equivalents and restricted cash.~~ Debt

40As of March 31, 2024, we had $1.9 billion of consolidated debt. The filing of the Chapter 11 Cases constituted an event of default with respect to our prepetition debt obligations other than our Old Receivables Facility (as defined below), which accounted for $75.0 million of our prepetition 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, and continues to be stayed. These debt obligations and substantially all our other prepetition obligations are subject to settlement under the Plan. Our prepetition debt, postpetition debt and anticipated debt, as described in further detail below and in Note 8, Debt, are as follows:

•Prepetition debt (historical) (each as defined below):

◦$227.3 million Old Revolver;

◦$632.4 million Old Term B-2 Loan;

◦$75.0 million Old Receivables Facility;

◦$460.0 million of Old 2027 Notes; and

◦$540.0 million of Old 2029 Notes;

• Postpetition debt (pendency of Chapter 11 Cases):

◦$32.0 million DIP Facility (classified as short-term borrowing); and

◦$100.0 million New Receivables Facility (classified as long term debt)(as defined below) of which $75 million was drawn as of March 31, 2024;

• Anticipated post-emergence debt (expected after emergence from Chapter 11 protection)(each as defined below):

◦$250.0 million Exit Credit Facility; and

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

Prepetition Debt (Historical)

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The Old Credit Facility

~~The~~As of March 31, 2023, the Company's old credit ~~agreement~~facility, as amended (the "Old Credit Facility"), aswhich ~~amended,~~was ~~is currently~~ comprised of a $227.3 million ~~Revolver~~revolver ~~maturing~~with an original stated maturity date of August 19, 2024 (the "Old Revolver"), and a $632.4 million term ~~B-2~~ loan with a stated maturity date of November 17, 2024 (the "Old Term B-2 Loan") ~~maturing November 17, 2024~~.

~~The~~As ~~Credit~~of ~~Facility~~March ~~has~~31, ~~usual~~2024, ~~and~~the ~~customary~~Company ~~covenants~~reclassified ~~including,~~the ~~but~~balance ~~not~~of ~~limited~~the ~~to,~~Old aCredit ~~net~~Facility ~~first~~to ~~lien~~Liabilities ~~leverage~~Subject ~~ratio,~~to ~~restricted~~Compromise ~~payments~~on ~~and~~ the ~~incurrence~~condensed ofconsolidated ~~additional~~balance ~~debt.~~sheet ~~Specifically,~~and wrote off the ~~Credit~~associated ~~Facility~~unamortized ~~requires~~debt ~~the~~costs ~~Company~~and tounamortized ~~comply~~debt ~~with~~premium ato ~~certain~~Reorganization ~~financial~~items ~~covenant~~on ~~which~~the iscondensed aconsolidated ~~defined~~statement ~~term~~of ~~within~~operations. ~~the~~Refer ~~agreement~~to Note 9, ~~including~~Liabilities aSubject ~~maximum~~to ~~Consolidated~~Compromise ~~Net~~and ~~First-Lien~~Note ~~Leverage~~10, ~~Ratio~~Reorganization ~~that~~items, ~~cannot~~net ~~exceed~~for ~~4.0~~further ~~times~~information.

On October 31, 2023, the Company’s finance subsidiary, Audacy Capital Corp., elected to utilize a 3-business day grace period for interest payments in the aggregate amount of approximately $17.0 million originally due on October 31, 2023 pursuant to the terms of the Credit Facility. On November 3, 2023, Audacy Capital Corp. entered into an amendment to the Credit Facility to extend the grace periods before which a default in the payment of such interest in the amount of approximately $17.0 million due on October 31, 2023, and approximately $0.8 million due on November 8, 2023, matures into an Event of Default, from 3 business days to 11 business days. The ~~amendment~~Old ~~also~~2027 ~~waived the requirement for the Company to comply with the maximum Consolidated Net First Lien Leverage Ratio financial covenant, for the quarterly test period ended September 30, 2023.~~ Notes

~~Failure~~In to2019 ~~comply~~and ~~with~~2021, the Company’s ~~financial~~and ~~covenants~~its orfinance ~~other~~subsidiary, ~~terms~~Audacy ofCapital ~~its~~Corp. ~~Credit~~("Audacy ~~Facility~~Capital ~~and~~Corp.") ~~any~~issued ~~subsequent~~$425.0 million ~~failure to negotiate~~ and ~~obtain~~an ~~any~~ additional ~~required~~$45.0 million, ~~relief~~respectively, ~~from its lenders could result~~ in aaggregate ~~default~~principal ~~under~~amount ~~the Company’s Credit Facility. Any event~~ of ~~default could have a material adverse effect on the Company’s business and financial condition~~6.500% ~~The~~senior ~~acceleration~~secured ofsecond-lien ~~the~~notes ~~Company’s~~due ~~debt~~May ~~repayment could have a material adverse effect on its business. The Company may continue to seek from time to time to amend its Credit Facility or obtain other funding or additional funding~~1, ~~which~~2027 ~~may~~(the ~~not~~"Old be2027 ~~successful or result in higher interest rates~~Notes").

As ofDuring ~~September 30~~2022, ~~2023,~~ the Company ~~was~~repurchased in$10.0 million ~~compliance~~of ~~with~~ the ~~financial~~Old ~~covenants~~2027 ~~and~~Notes ~~all~~through ~~other~~open ~~terms~~market ofpurchases. ~~the~~This ~~Credit~~repurchase ~~Facility~~activity ingenerated ~~all~~a ~~material~~gain ~~respects~~on ~~due~~retirement toof the ~~amendment~~Old ~~and~~2027 ~~waiver~~Notes ~~described~~in ~~above.~~the ~~The~~amount ~~Company's~~of ~~ability~~$0.6 million. toAs ~~maintain compliance with its covenant is highly dependent on its results~~ of ~~operations~~any ~~and~~reporting ~~its ability to negotiate additional waivers or amendments~~period, asthe ~~applicable,~~unamortized ~~when~~premium ~~needed~~ on ~~acceptable~~the ~~terms~~Old or2027 atNotes ~~all. The cash available from the Revolver~~ is ~~dependent~~reflected on the ~~Company's~~balance ~~Consolidated~~sheet ~~Net~~as ~~First~~an ~~Lien~~addition ~~Leverage~~to ~~Ratio at~~ the ~~time~~Old of2027 ~~such borrowing~~Notes.

~~The~~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.

~~During~~As ~~2019~~of March 31, 2024, the Company reclassified the balance of the Old 2027 Notes to Liabilities Subject to Compromise on the condensed consolidated balance sheet and ~~its~~wrote ~~finance~~off ~~subsidiary,~~the ~~Audacy~~associated ~~Capital~~unamortized ~~Corp.~~debt ~~issued~~costs ~~$325.0 million~~and inunamortized ~~aggregate~~debt ~~principal~~premium ~~amount~~to Reorganization items on the condensed consolidated statement of ~~senior~~operations. ~~secured~~Refer ~~second-lien~~to ~~notes~~Note ~~due~~9, ~~May~~Liabilities 1Subject to Compromise and Note 10, ~~2027~~Reorganization ~~(the~~items, ~~"Initial~~net ~~2027~~for ~~Notes")~~further information.

~~During~~The ~~the~~Old ~~fourth~~2029 ~~quarter of 2019, the Company and its finance subsidiary, Audacy Capital Corp., issued $100.0 million of additional 6.500% senior secured second-lien notes due 2027 (the "Additional 2027~~ Notes") at a price of 105.0% of their principal amount, plus accrued interest from November 1, 2019, as additional notes under the original indenture (the "2027 Notes Base Indenture"), as supplemented by a first supplemental indenture, dated December 13, 2019 (the "2027 Notes First Supplemental Indenture" and together with the 2027 Notes Base Indenture, the "2027 Notes Indenture").

~~During~~In ~~the fourth quarter of~~ 2021, the Company and ~~its finance subsidiary,~~ Audacy Capital Corp., issued ~~a further~~ $45540.0 million ofin ~~Additional~~aggregate ~~2027~~principal ~~Notes~~amount asof ~~additional~~senior ~~notes~~secured ~~under~~second-lien ~~the~~notes ~~2027~~due ~~Notes~~March ~~Indenture~~31, at2029 ~~a price of 100.750% of their principal amount. All of~~ (the ~~Additional~~"Old ~~2027~~2029 Notes"). ~~are~~Interest ~~treated~~on ~~as single series with~~ the ~~Initial~~Old ~~2027~~2029 Notes ~~and~~accrued ~~have~~at ~~substantially~~ the ~~same~~rate ~~terms~~of ~~as the Initial 2027 Notes~~6. ~~The~~750% ~~premium~~per onannum ~~the~~and ~~$45.0 million~~was ofpayable ~~Additional~~semi-annually ~~Notes~~in ~~will~~arrears beon ~~amortized~~March ~~over~~31 ~~the~~and ~~term~~September ~~under~~30 ~~the~~of ~~effective~~each ~~interest rate method~~year.

~~Interest~~As ~~on the 2027 Notes accrues at the rate~~ of ~~6.500%~~March ~~per annum and is payable semi-annually in arrears on May 1 and November 1 of each year. Until May 1~~31, ~~2022~~2024, ~~only~~the aCompany ~~portion~~reclassified of the ~~2027~~balance ~~Notes~~of ~~could~~the beOld ~~redeemed~~2029 atNotes ato ~~price~~Liabilities ofSubject ~~106.500%~~to ofCompromise ~~their~~on ~~principal~~the ~~amount~~condensed ~~plus~~consolidated ~~accrued~~balance ~~interest. On~~sheet orand ~~after~~wrote ~~May~~off ~~1, 2022,~~ the ~~2027~~associated ~~Notes~~unamortized ~~may~~debt becosts ~~redeemed,~~to inReorganization ~~whole~~items oron inthe ~~part,~~condensed atconsolidated astatement ~~price~~ of ~~104~~operations.~~875%~~ ofRefer ~~their~~to ~~principal~~Note ~~amount~~9, ~~plus~~Liabilities ~~accrued~~Subject ~~interest. The prepayment premium continues~~ to ~~decrease~~Compromise ~~over~~and ~~time~~Note to10, ~~100%~~Reorganization ofitems, ~~their~~net ~~principal~~for ~~amount~~further ~~plus accrued interest~~information.

41Old Receivables Facility

On January 9, 2024, the Company amended its Old Receivables Facility (as described below in the section entitled —New Receivables Facility).

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~~During~~Postpetition ~~the~~Debt ~~nine~~(Pendency ~~months ended September 30, 2022, the Company repurchased $10.0 million~~ of ~~the~~Chapter ~~2027~~11 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in the amount of $0.6 million. As of any reporting period, the unamortized premium on the 2027 Notes is reflected on the balance sheet as an addition to the 2027 Notes.Cases)

~~On November 1, 2023, Audacy Capital Corp. elected to utilize a 30~~Debtor-~~day grace period for the interest payment~~ in-Possession ~~the amount of approximately $15.0 million originally due on November 1, 2023 pursuant to the terms of the 2027 Notes.~~ Facility

On January 9, 2024, Audacy Capital Corp. and certain of its subsidiaries entered into the DIP Facility pursuant to a Senior Secured Superpriority Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) with Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto (collectively, the “TL DIP Lenders”). The ~~2029~~entry ~~Notes~~into the DIP Credit Agreement was approved by an order of the Bankruptcy Court.

~~During~~Principal ~~the~~Amount. ~~first~~The ~~quarter~~DIP ofCredit ~~2021,~~Agreement ~~the~~provides ~~Company~~for ~~and~~a ~~its finance subsidiary, Audacy Capital Corp., issued~~ $~~540~~32.0 million interm ~~aggregate~~loan ~~principal~~facility, ~~amount~~to ofbe ~~senior~~used ~~secured~~for ~~second-lien~~general ~~notes~~corporate ~~due March 31~~purposes, ~~2029~~maintenance ~~(the~~of ~~"2029~~minimum ~~Notes"). Interest~~operational onliquidity, ~~the~~payment ~~2029 Notes accrues at the rate~~ of ~~6.750%~~administrative ~~per~~expenses ~~annum~~ and isother ~~payable~~operating ~~semi-annually~~expenses while in ~~arrears on March 31 and September 30 of each year~~bankruptcy.

Interest and Fees. The ~~Company~~DIP ~~used~~Facility ~~net~~accumulates ~~proceeds~~interest at a rate of ~~the~~one-month ~~offering,~~term ~~along~~SOFR ~~with~~plus ~~cash~~an onapplicable ~~hand~~margin of 6.00%, subject to: an Alternative Reference Rates Committee (i“ARRC”) ~~repay~~credit ~~$77.0 million~~spread adjustment of ~~existing~~0.11448%. ~~indebtedness~~Additional fees and expenses under the ~~Term~~DIP ~~B-2~~Facility ~~Loan;~~include (iii) ~~repay~~a ~~$40~~3.~~0 million~~00% ofbackstop ~~drawings~~premium, ~~under~~(ii) ~~the~~a ~~Revolver;~~2.00% upfront commitment fee and (iii) ~~fully~~a ~~redeem~~15.00% ~~all~~redemption ofpremium ~~its~~payable ~~$400.0 million~~in ~~aggregate~~certain ~~principal~~circumstances ~~amount~~as ofoutlined 7in the DIP Credit Agreement.~~250%~~ ~~senior~~Borrowings ~~notes~~under ~~due~~the ~~2024~~DIP ~~and~~Facility toare ~~pay~~senior ~~fees~~secured ~~and~~obligations ~~expenses~~of inthe ~~connection~~Debtors, ~~with~~secured by priming first-priority liens on the ~~redemption.~~ Collateral (as defined in

~~In connection with this activity, during~~ the ~~first~~DIP ~~quarter~~Credit ~~of 2021, the Company: (i~~Agreement) ~~recorded $6~~.6 million of new debt issuance costs attributable to the 2029 Notes; and (ii) $0.4 million of debt issuance costs attributable to the Revolver which will be amortized over the remaining term of the Revolver on a straight line basis. The Company also incurred $0.5 million of costs which were classified within refinancing expenses.

OnCovenants. ~~October~~The 2,DIP ~~2023,~~Credit ~~Audacy~~Agreement ~~Capital~~has ~~Corp,~~various ~~elected~~customary tocovenants, ~~utilize~~as ~~the~~well ~~30-day~~as ~~grace~~covenants ~~period~~mandating ~~for~~compliance by the ~~interest~~Loan ~~payment~~Parties (as defined in the ~~amount~~DIP ofCredit ~~approximately~~Agreement) ~~$18.0 million~~with ~~originally~~a ~~due on September 30~~budget, ~~2023~~variance ~~pursuant~~testing toand ~~the~~reporting ~~terms~~requirements, ofamong ~~the 2029 Notes~~others.

~~On October 27, 2023, Audacy Capital Corp~~Maturity. ~~entered~~The ~~into~~scheduled amaturity ~~first~~of ~~supplemental indenture (~~the ~~“2029~~DIP ~~Notes~~Facility ~~First~~will ~~Supplemental~~be ~~Indenture”) to~~ the ~~original~~earlier ~~indenture~~of (~~the “2029 Notes Base Indenture” and together with the 2029 Notes First Supplemental Indenture, the 2029 Notes Indenture~~i) ~~governing~~180-days ~~the~~following ~~2029 Notes to extend~~ the ~~grace~~entry ~~period before which a default in the payment~~ of ~~such interest matures into an Event of Default, from 30 to 60 days. Accordingly,~~ the ~~grace~~order ~~period~~entered ~~for~~by the ~~interest~~Bankruptcy ~~payment~~Court on ~~the~~February ~~2029~~20, ~~Notes~~2024 ~~that~~confirming ~~was~~the ~~due~~Plan onwhile ~~September~~regulatory ~~30,~~approval ~~2023~~is ~~now ends on November 29~~pending, ~~2023.~~(ii) ~~However,~~ the ~~extension~~effective ~~will~~date ~~terminate on the earlier~~ of the ~~date~~Plan, ~~on which:~~ (iiii) athe ~~failure~~time todetermined ~~pay~~by ~~interest~~an ~~under~~acceleration ~~a Credit Facility (~~as ~~defined~~a inresult ~~the~~of ~~2029 Notes Indenture) when due constitutes~~ an event of default ~~permitting all unpaid principal, interest accrued and unpaid thereon and other amounts owed or payable under such Credit Facility to be immediately due and payable; or (ii) Audacy Capital Corp~~. ~~makes~~The ~~the~~Company ~~payment~~exercised ~~of interest under~~ the ~~Credit~~180-day ~~Agreement~~extension ~~(as~~option ~~defined in the 2029 Notes Indenture) originally due~~ on ~~October~~February 3123, ~~2023 (either on such original due date or during or after any applicable grace period)~~2024.

~~Accounts~~The ~~Receivable~~DIP ~~Facility~~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 final order of the Bankruptcy Court approving the entry into the DIP Credit Agreement.

OnAs ~~July~~of 15March 31, ~~2021~~2024, the Company ~~and~~has ~~certain~~borrowed ofthe ~~its~~entirety ~~subsidiaries~~of ~~entered~~the ~~into a~~ $7532.0 million ~~Receivables~~of available loans under the DIP Facility,. ~~maturing~~On onthe ~~July~~effective ~~15,~~date ~~2024~~of the Plan, the Company expects to ~~provide~~convert ~~additional~~certain ~~liquidity,~~outstanding toamounts ~~reduce~~owing under the ~~Company's~~DIP ~~cost~~Credit ofAgreement, ~~funds~~as ~~and~~well toas ~~repay~~certain ~~outstanding~~other ~~indebtedness~~prepetition obligations, into loans under the ~~Credit~~anticipated ~~Facility.~~exit credit facility upon emergence from Chapter 11 protection in accordance with the terms of the Plan. See "—Anticipated Post-Emergence Debt" in this Part I, Item 2.

~~The~~During ~~documentation for~~ the ~~Receivables~~three ~~Facility~~months ~~includes~~ended ~~(i)~~March ~~a Receivables Purchase Agreement entered into by and among Audacy Operations~~31, ~~Audacy Receivables as seller~~2024, the ~~Investors,~~Company ~~and~~recorded DZthe ~~BANK,~~DIP asFacility ~~agent;~~to ~~(ii)~~Short-term aborrowing ~~Sale~~ and ~~Contribution~~expensed ~~Agreement,~~$2.5 million byof ~~and~~financing ~~among~~fees ~~Audacy~~in ~~Operations,~~connection ~~Audacy NY, and Audacy Receivables; and (iii) a Purchase and Sale Agreement and together~~ with the ~~Receivables~~DIP ~~Purchase~~Facility ~~Agreement~~to ~~and~~Reorganization ~~the~~items, ~~Sale~~net ~~and~~on ~~Contribution Agreement,~~ the ~~“Agreements”)~~condensed byconsolidated ~~and~~statement ~~among certain wholly-owned subsidiaries~~ of ~~the~~operations. ~~Company~~Refer ~~(together~~to ~~with~~Note ~~Audacy NY~~10, ~~the~~Reorganization ~~“Originators”)~~items, ~~Audacy~~net ~~Operations~~for ~~and~~further ~~Audacy NY~~information.

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

42On January 9, 2024, the Company amended the Old Receivables Facility agreements to, among other things, increase the available financing limit from $75.0 million to $100.0 million, extend the facility revolving period termination date from July 15, 2024 to January 9, 2026, and remove the financial covenants for the period of the Chapter 11 Cases (the “New Receivables Facility”). The New Receivables Facility was approved by an order of the Bankruptcy Court. The terms of the New Receivables Facility are substantially similar to the terms of the Old Receivables Facility, subject to certain amendments relating to the Chapter 11 Cases. This New Receivables Facility is recorded in Long Term Debt in our condensed consolidated balance sheet.

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~~will~~The ~~continue~~Company continues to ~~sell~~use onthe anNew ~~ongoing~~Receivables ~~basis~~Facility ~~such~~to provide day-to-day operating liquidity during the Chapter 11 Cases and to enable it to continue its business operations in the ordinary course. As of March 31, 2024, the SPV has $213.2 million of net accounts receivable and $75.0 million of outstanding principal investments under the New Receivables Facility. The revolving period under the New Receivables Facility expires on January 9, ~~together~~2026. ~~with~~The ~~customary~~New ~~related~~Receivables ~~security~~Facility ~~and~~will ~~interests~~remain ineffective through the ~~proceeds~~new ~~thereof~~amended maturity date, unless on the effective date of the plan, certain specified exit conditions, including certain amendments, are not satisfied. The Company expects to fulfill the ~~Investors~~exit conditions of the New Receivables Facility and to keep the New Receivables Facility in ~~exchange~~place ~~for~~following ~~cash~~the ~~investments~~effective date of the Plan. See "—Anticipated Post-Emergence Debt" in this Part I, Item 2.

~~Yield~~As isof ~~payable~~March to31, ~~Investors~~2024, ~~under~~ the ~~Receivables~~Company ~~Purchase~~was ~~Agreement~~compliant atwith ~~a variable rate based on either~~ the ~~Secured~~New ~~Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin. Collections on the accounts receivable: (A) will be used to either: (i) satisfy the obligations of Audacy~~ Receivables ~~under the Receivables~~ Facility; or (ii) purchase additional accounts receivable from the Originators; or (B) may be distributed to Audacy NY, the sole member of Audacy Receivables. Audacy Operations acts as the servicer under the Agreements and ~~may~~related befinancial ~~used to (i) fund capital expenditures~~covenants, ~~(ii)~~in ~~repay~~all ~~borrowings~~material ~~on the Credit Facility, (iii) satisfy maturing debt obligations, as well as (iv) fund working capital needs and other approved uses~~respects.

~~The~~Anticipated ~~Agreements contain representations, warranties and covenants that are customary for bankruptcy~~Post-~~remote~~Emergence 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.Debt

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

~~Although~~We ~~the~~expect ~~SPV~~to isenter into a ~~wholly~~credit ~~owned~~facility ~~consolidated~~(the ~~subsidiary~~"exit ofCredit ~~Audacy~~Facility") NYupon emergence from Chapter 11 protection, ~~the~~which ~~SPV~~will isprovide ~~legally~~for ~~separate~~term ~~from~~loans ~~Audacy~~in ~~NY.~~an ~~The~~aggregate ~~assets~~amount of ~~the~~$250.0 ~~SPV~~million consisting of (~~including~~i) ~~the~~approximately ~~accounts~~$25.0 ~~receivable~~million in first-out exit term loans and (ii) ~~are~~approximately ~~not~~$225.0 ~~available~~million in second-out exit term loans, in each case subject to ~~creditors~~certain adjustment mechanisms. The first-out exit term loans will be comprised of ~~Audacy~~converted NYDIP Facility claims, ~~Audacy~~and ~~Operations~~only orfirst lien lenders that are also lenders under the ~~Company,~~DIP ~~and~~Credit Agreement will have the ~~accounts~~option ~~receivable~~to ~~are~~participate ~~not~~in ~~legally~~the ~~assets~~first-out exit term loans. Holders of ~~Audacy~~first ~~NY,~~lien ~~Audacy~~loans ~~Operations~~will orhave a portion of their prepetition claims converted into the ~~Company~~second-out exit term loans under the Plan. The ~~Receivables~~Exit Credit Facility iswill ~~accounted~~allow ~~for~~us asto obtain a senior-secured ~~financing~~revolver facility of up to $50.0 million.

The ~~Receivables~~first-out ~~Facility~~exit ~~has~~term ~~usual~~loans ~~and~~will be secured by a lien on substantially all our assets after the Restructuring (subject to customary ~~covenants~~limitations and exceptions, including, ~~but~~without ~~not~~limitation, ~~limited~~the toassets of Audacy Receivables), awill ~~net~~mature ~~first~~four ~~lien~~years ~~leverage~~after ~~ratio,~~the effective date of the Plan and will accrue interest at a ~~required~~SOFR ~~minimum~~plus ~~tangible~~an ~~net~~applicable ~~worth~~margin of 7.00%, ~~and~~subject ato ~~minimum~~standard ~~liquidity~~ARRC ~~requirement~~credit (spread adjustments. The second-out exit term loans will be secured on the ~~"financial~~same ~~covenants").~~basis ~~Specifically~~as, ~~the~~but ~~Receivables~~will ~~Facility~~be ~~requires~~subordinated ~~the~~in ~~Company~~right of payment to, ~~comply~~the ~~with~~first-out aexit ~~certain~~term ~~financial~~loans, ~~covenant~~will ~~which~~mature isfive ayears ~~defined~~after ~~term~~the ~~within~~effective date of the ~~agreement,~~Plan ~~including~~and awill ~~maximum~~accrue ~~Consolidated~~interest ~~Net~~at ~~First-Lien~~a ~~Leverage~~SOFR ~~Ratio~~rate ~~that~~plus ~~cannot~~an ~~exceed~~applicable 4margin of 6.000%, ~~times~~subject to standard ARRC credit spread adjustments.

~~The~~Exit 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 million. As of September 30, 2023, the Company was compliant with the Receivables Facility and related financial covenants, in some cases due to the amendment and waiver described below.

~~The~~Upon ~~Receivables~~emergence ~~Facility~~from ~~will~~Chapter ~~mature~~11 onprotection, ~~July~~and ~~15,~~subject ~~2024~~to the terms and conditions of the Plan, ~~unless~~we ~~earlier~~and ~~terminated~~certain orof ~~subsequently~~our ~~extended~~subsidiaries ~~pursuant~~will enter into further amendments to the New Receivables Facility (the “Exit Receivables Facility”). The terms of the Exit Receivables ~~Purchase~~Facility ~~Agreement. The~~will ~~pledged~~be ~~receivables~~substantially ~~and~~similar to the ~~corresponding~~terms ~~debt~~of ~~are~~the ~~included~~New inReceivables ~~Accounts receivable~~Facility, ~~net~~except ~~and~~as ~~Long-term~~follows: ~~debt,~~certain ~~net~~provisions of ~~current~~the ~~portion,~~Old ~~respectively,~~Receivables onFacility documents that were not in effect under the ~~Condensed~~New ~~Consolidated~~Receivables ~~Balance~~Facility ~~Sheet. As~~documents ofduring ~~September 30~~the Chapter 11 Cases will be reintroduced, ~~2023~~and certain new financial covenants will be introduced, ~~the~~including ~~SPV~~a ~~has~~requirement ~~$215.9 million~~to ofmaintain tangible net ~~accounts~~worth ~~receivable~~at ~~and~~a ~~has~~level ~~outstanding~~at ~~borrowings~~least equal to 50% of ~~$75.0 million~~the ~~under~~tangible net worth as determined after the ~~Receivables~~effective ~~Facility~~date of the Plan, ~~which~~and ~~matures~~the inrequirement ~~July~~for ~~2024~~us to maintain a minimum liquidity of $25.0 million.

On November 3, 2023, Audacy Receivables and the other parties to the Receivables Purchase Agreement amended the Receivables Purchase Agreement to waive the cross-default that would otherwise occur under the Receivables Facility in respect of certain defaults in the payment of interest under the Credit Facility, with the effect that such interest payment defaults will not result in an event of default under the Receivables Facility until the expiration of the 11 business day grace periods provided for under the Credit Facility, as amended . In addition, the Receivables Facility Amendment waives the requirement for the Company to comply with the same maximum Consolidated Net First-Lien Leverage Ratio, as provided for in the Credit Facility, for the quarterly test period ended September 30, 2023.

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Potential Restructuring of Our Indebtedness

We have been reviewing a number of potential alternatives regarding our outstanding indebtedness. 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. We are currently in active discussions with holders of our indebtedness and have engaged outside advisors with respect to these alternatives. Among these alternatives is a restructuring that would, on a consensual basis, seek to modify the terms of substantially all of our outstanding indebtedness. We may offer to exchange the indebtedness under our Credit Facility, the 2027 Notes, the 2029 Notes, and the Accounts Receivable Facility for new debt and/or equity securities of our parent and/or subsidiary companies. 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. There can be no assurance that we will be able to complete any such transactions, and, as no decision with respect to the terms of any such transactions has been made, we may decide not to pursue any such transactions. If we are unable or elect not to complete any such transactions, we may pursue a process to restructure our indebtedness under the protection of a bankruptcy court.

Refer to Note 1, Basis of Presentation And Significant Policies—Going Concern, Note 8, Long-Term Debt and Note 17, Subsequent Events, “—Election to Utilize Interest Payment Grace Periods and Related Amendments to Debt Agreements” in this Part I, Item II, and “Risk Factors” in Part II, Item 1A, for additional information.

Operating Activities

Net cash flows used in operating activities were $8228.95 million ~~for~~and ~~the nine months ended September 30, 2023. Net cash flows used in operating activities were~~ $1922.6 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2024 and 2023, respectively.

The cash flows used in operating activities increased primarily due to the ~~increase~~decrease in net loss~~, as adjusted for certain non-cash charges and income tax benefits~~. This ~~increase~~decrease in net loss was primarily driven by a ~~reduction~~decrease in ~~revenue~~interest ~~and increased expenses related to liability management and restructuring charges~~expense. Refer to "Management's Discussion And Analysis Of Financial Condition And Results Of Operations—Results of Operations ~~for the Year to Date~~” for additional information.

Investing Activities

Net cash flows ~~used~~provided inby investing activities were $132.9 million and $593.02 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~September~~March 3031, ~~2022~~2023, respectively.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, net cash flows ~~used~~provided inby investing activities ofincluded $3425.~~6 million~~5 ~~was used to purchase additions in property equipment and software offset by $32.7~~ million of ~~cash~~other income proceeds received ~~from~~in ~~our~~connection ~~2023~~with ~~dispositions. During~~ the ~~nine~~sale ~~months~~of ~~ended September 30~~investments, ~~2022,~~and ~~net cash flows used in investing activities of~~ $7214.54 million ~~was~~of ~~used in additions to property equipment and software and $5.0 million was used to purchase business and audio assets partially offset by cash~~ proceeds ~~of $18.6 million~~ received from our ~~2022 dispositions (see Note 2 - Business Combinations and Exchanges for additional information).~~

~~Financing Activities~~36

Net cash flows provided by financing activities were $38.8 million and $55.6 million for nine months ended September 30, 2023 and September 30, 2022, respectively.

During the nine months ended September 30, 2023, net cash flows provided by financing activities was primarily due to the $39.0 million borrowing under the revolver, partially offset by purchases of vested employee restricted stock units and payments of dividends on common stock. During the nine months ended September 30, 2022, net cash flows provided by financing activities increased primarily due to $90.0 million of borrowings under the revolving senior debt partially offset by $22.7 million of repayments of revolving senior debt, $10.0 million for the repurchase of 2027 Notes through open market purchases and $1.9 million of purchases of vested employee restricted stock units.

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2024 dispositions of assets. These aggregate proceeds were offset by $4.8 million used to purchase additions to software and $2.1 million used to purchase additions to property and equipment. During the three months ended March 31, 2023, cash proceeds of $16.9 million received from our 2023 dispositions was partially offset by net cash of $7.2 million used for additions to property and equipment and $6.4 million used for additions to software.

Financing Activities

Net cash flows provided by financing activities were $28.6 million and net cash used was $0.2 million for the three months ended March 31, 2024 and March 31, 2023, respectively.

During the three months ended March 31, 2024, net cash flows provided by financing activities was primarily due to $32.0 million borrowed under the DIP Facility offset by $2.1 million used to pay issuance costs associated with short-term borrowing and $1.4 million used to pay financing fees related to the New Receivables Facility. During the three months ended March 31, 2023, net cash flows used in financing activities was primarily used to pay amounts outstanding on other debt, to purchase employee vested restricted stock units and to pay dividend equivalents on restricted stock units.

Dividends

WeOur ~~presently~~quarterly dodividend ~~not~~program ~~pay~~has abeen ~~dividend~~suspended since 2022. As such, no dividends were declared or paid during 2023 or 2024. 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 ~~2027~~any ~~Notes,~~credit ~~and~~agreements ~~the~~we ~~2029~~enter ~~Notes~~into in connection with our emergence from Chapter 11 protection.

Share Repurchase Program

During the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, respectively, we did not repurchase any shares under our share repurchase program ~~(the "2017 Share Repurchase Program")~~.

Income Taxes

We do not anticipate making any federal income tax payments in ~~2023~~2024 primarily as a result of the availability of NOLs to offset federal tax due. We may need to make additional state estimated tax payments during the remainder of the year.

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, as amended. This ownership change will limit the utilization of our NOLs for post-acquisition tax years. ~~We may need to make additional state estimated tax payments during the remainder of the year.~~

Capital Expenditures

Capital expenditures, including amortizable intangibles, for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 were $~~34.~~6 .9 million. We anticipate that total capital expenditures in ~~2023~~2024 will be approximately $50 48.0 million as we continue our investment in the rapidly growing digital audio advertising market.

Contractual Obligations

As of ~~September~~March 3031, ~~2023~~2024, there have been no net material changes in the total amount from the contractual obligations listed in our ~~Form~~2023 ~~10-K~~Annual ~~for the year ended December 31~~Report, ~~2022, as filed with the SEC on March 16, 2023,~~ other than as described below.

Off-Balance Sheet Arrangements

As of ~~September~~March 3031, ~~2023~~2024, we did not have any material off-balance sheet transactions, arrangements or obligations, including contingent obligations.

We do not have any other relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes as of ~~September~~March 3031, ~~2023~~2024. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

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Critical Accounting Policies

There have been no material changes to our critical accounting policies from the information provided in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates, in our 2023 Annual Report, onexcept ~~Form 10-K~~ for the ~~year~~application ~~ended~~of ~~December 31,~~ASC ~~2022,~~852 asthat ~~filed~~was ~~with~~implemented during the ~~SEC~~first onquarter ~~March 16,~~of ~~2023~~2024 in conjunction with the bankruptcy proceedings.

45Broadcasting License Valuation Risk & Impairment Test

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. We determine the fair value of the broadcasting licenses in each of our markets by relying on a discounted cash flow approach (a 10-year income model) assuming a start-up scenario in which the only assets held by an investor are broadcasting licenses. Our fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgments about future performance using industry normalized information for an average station within a certain market. These assumptions include, but are not limited to: (i) the discount rate; (ii) the profit margin of an average station within a market, based upon market size and station type; (iii) the forecast growth rate of each radio market; (iv) the estimated capital start-up costs and losses incurred during the early years; (v) the likely media competition within the market area; (vi) the tax rate; and (vii) future terminal values. Of the seven variables identified above, we believe that the assumptions in items (i) through (iii) above are the most important and sensitive in the determination of fair value.

We evaluate whether the facts and circumstances and available information resulted in the need for an interim impairment assessment for our FCC broadcasting licenses. During each of the first quarters of 2024 and 2023, we determined that there were no events or changes in circumstances since the previous annual impairment assessment conducted that indicated an interim review of broadcasting licenses was required. We will continue to evaluate the impacts of the current macroeconomic conditions on our business, including the impacts of overall economic conditions.

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

Goodwill Valuation Risk & Impairment Test

Our goodwill carrying amount as of March 31, 2024 is limited to the goodwill acquired in the Cadence13 acquisition and Pineapple acquisition in 2019, and the goodwill acquired in the Podcorn acquisition and AmperWave acquisition in 2021.

We use an income approach in computing the fair value of our goodwill. This approach utilizes a discounted cash flow approach by projecting the Company’s income over a specified time and 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 each reporting unit to its carrying value, including goodwill.

Our fair value analysis contains assumptions based upon past experience, reflects expectations of industry observers and includes judgements 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.

During each of the first quarters of 2024 and 2023, we evaluated whether the facts and circumstances and available information resulted in the need for an interim impairment assessment for 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 not warranted.

We will continue to evaluate the impacts of the current macroeconomic conditions on our business, including the impacts of overall economic conditions. 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, and a failure to achieve analyst expectations could all be potential indicators of an impairment to the remaining goodwill.

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~~Goodwill~~If ~~Interim~~actual ~~Impairment~~market ~~Test~~conditions are less favorable than those projected by the industry or us, or if events occur or circumstances change that would reduce the fair value of our goodwill below the amount reflected in the condensed consolidated balance sheet, we may be required to conduct an interim test and possibly recognize impairment charges, which could be material, in future periods. The current macroeconomic conditions increase the uncertainty with respect to such market and economic conditions and, as such, increases the risk of future impairment.

We perform a 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 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.

During the second quarter and third quarter of the current year, the Company evaluated whether the facts and circumstances and available information resulted 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. The Company completed interim impairment assessments for its goodwill at the podcast reporting unit for the second quarter and third quarter periods. As a result of these interim impairment assessments, the Company determined that the fair value of its podcast reporting unit was greater than the carrying value, and accordingly, no impairment was recorded.

The Company will continue to evaluate the impacts of the current macroeconomic conditions on its business, including the impacts of overall economic conditions.

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

Goodwill Valuation Risk

Our remaining goodwill as of September 30, 2023 is limited to the goodwill acquired in the Cadence13 Acquisition and Pineapple Acquisition in 2019, and the goodwill acquired in the Podcorn Acquisition and AmperWave Acquisition in 2021.

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

A deterioration in our forecasted financial performance, an increase in discount rates, a reduction in long-term growth rates, a sustained decline in our stock price, or a failure to achieve analyst expectations could all be potential indicators of an impairment to the remaining goodwill, which could be material, in future periods. Due to the uncertainty of the current market and economic conditions, there is an increased risk of future impairment.

We will continue to evaluate the impacts of the current macroeconomic conditions on our business, including the impacts of overall economic conditions, which could result in the recognition of an impairment charge, which could be material, in the future.

Sensitivity of Key Goodwill Assumptions

Sensitivity Analysis (1)

Percentage Decrease in Reporting Unit Carrying Value

Increase the discount rate from 11.5% to 12.5%

—

Reduction in forecasted long-term growth rate to 0%

—

Reduction in operating profit margin by 10%

—

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

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If overall market conditions or the performance of the economy deteriorates, advertising expenditures and radio industry results could be negatively impacted, including expectations for future growth. This could result in future impairment charges for our podcast reporting unit or other of our units of accounting, which could be material. Due to the uncertainty of the current market and economic conditions, there is an increased risk of future impairment.

Broadcasting License Valuation Risk

Broadcasting Licenses Impairment Test

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

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

The Company evaluates whether the facts and circumstances and available information resulted in the need for an impairment assessment for its FCC broadcasting licenses. The Company completes these interim impairment analyses to assess its broadcasting licenses at the market level using the Greenfield method.

During the second quarter of the current year, the Company determined that there was a need to perform an impairment assessment analysis based on the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes of stock price during the second quarter. As a result of this second quarter assessment, the Company concluded 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 impairment losses of $124.8 million ($91.5 million, net of tax) in the three months ended June 30, 2023.

During the third quarter of the current year, the Company determined that there was a need to perform an impairment assessment analysis based on results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in market data used to derive the forecasts of future performance. As a result of this third quarter assessment, the Company concluded 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 impairment losses of $265.8 million ($194.8 million, net of tax) in the three months ended September 30, 2023.

The Company will continue to evaluate the impacts of the current macroeconomic conditions on its business, including the impacts of overall economic conditions.

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Assumptions and Results - Broadcasting Licenses

Estimates and Assumptions

Third Quarter 2023

Second Quarter 2023

Fourth Quarter 2022

Discount rate

10.00

9.5

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

18% to 32%

18% to 33%

Forecasted growth rate range of the Company's markets

-2.0% to 0%

0.0%

0.0% to 0.6%

Broadcasting License Valuation Risk

The tables below present the percentage within a range by which the fair value exceeds the carrying value of our broadcasting licenses as of September 30, 2023. Rather than presenting the percentage separately for each unit of accounting, our 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.

The results of the broadcasting license impairment analysis performed during the third quarter of 2023 indicated that there were 44 units of accounting which were impaired, and the Company recorded an impairment charge of $265.8 million because the carrying value exceeded the fair value. Following the impairment adjustment, we have 45 units of accounting, of which 1 unit has a fair value that exceeds the carrying value by 10% or more. As of September 30, 2023, all 45 accounting units have a carrying value of $1,693.7 million.

	Units of Accounting as of September 30, 2023Based Upon the Valuation as of September 30, 2023Percentage Range by Which Fair Value Exceeds the Carrying Value
	0% To 10%		GreaterThan 10%
Number of units of accounting	44		1
Carrying value (in thousands)	$	1,693,670	$	503

Sensitivity of Key Broadcasting Licenses Assumptions

Sensitivity Analysis (1)
	Percentage Decrease in Broadcasting Licenses Carrying Value
Increase the discount rate from 10.00% to 11.00%	12.5	%
Reduction in forecasted long-term growth rates to -0.5% for all markets	23.6	%
Reduction in operating profit margin by 10%	12.4	%

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

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for these or other of our units of accounting, which could be material. Due to the uncertainty of the current market and economic conditions, there is an increased risk of future impairment.

ITEM 3. Quantitative And Qualitative Disclosures About Market Risk

We are ~~exposed~~a tosmaller ~~market~~reporting ~~risk~~company ~~from~~as ~~changes~~defined inby ~~interest~~Rule ~~rates on our variable~~12b-~~rate~~2 ~~senior~~of ~~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 ~~derivative~~required ~~rate~~under ~~hedging~~this ~~instruments~~item.

As of September 30, 2023, if the borrowing rates under SOFR were to increase 1% above the current rates, our interest expense on: (i) our Term B-2 Loan would increase $5.4 million on an annual basis, including any increase or decrease in interest expense associated with the use of derivative rate hedging instruments as described below; and (ii) our Revolver would increase by $2.2 million, assuming our entire Revolver was outstanding as of September 30, 2023.

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 further 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 initial notional amount of $560.0 million to hedge our exposure to fluctuations in interest rates on our variable-rate debt. This rate hedging transaction is tied to the one-month SOFR interest rate. As of September 30, 2023, we had the following derivative outstanding, which was designated as a cash flow hedge that qualified for hedge accounting treatment.

TypeOfHedge

NotionalAmount

EffectiveDate

Collar

FixedSOFRRate

ExpirationDate

(amounts(in millions)

Cap

2.75%

Collar

90.0

Jun. 25, 2019

Floor

0.402%

Jun. 28, 2024

Total

90.0

The fair value (based upon current market rates) of the rate hedging transaction is included as derivative instruments in prepaid expenses, deposits and other assets, net of accumulated amortization at September 30, 2023 as the maturity dates on this instrument are within one year. The fair value of the hedging transaction is affected by a combination of several factors, including the change in the one-month SOFR rate. Any increase in the one-month SOFR rate results in a more favorable valuation, while any decrease in the one-month SOFR rate results in a less favorable valuation.

Our credit exposure under our hedging agreement, or similar agreements we may enter into in the future, is the cost of replacing such agreements in the event of nonperformance by our counterparty. To minimize this risk, we select high credit quality counterparties. We do not anticipate nonperformance by such counterparties, but could recognize a loss in the event of nonperformance. Our derivative instrument asset as of September 30, 2023 was $1.8 million.

From time to time, we invest all or a portion of our cash in cash equivalents, which are money market instruments consisting of short-term government securities and repurchase agreements that are fully collateralized by government securities. When such investments are made, we do not believe that we have any material credit exposure with respect to these assets. As of September 30, 2023, 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.

In recent months, inflation has eased slightly as price increases have slowed, however, wages and other costs are still increasing as a result. If our costs were to become subject to significant inflationary pressures, we may not be able to fully

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offset such higher costs through price increases. Our inability or failure to do so could harm our business, results of operations or financial condition.

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

ITEM 4. Controls And Procedures

Evaluation of Controls and Procedures

We maintain “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) that are designed to provide reasonable assurance that: (i) information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms; and (ii) such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

WeOur ~~carried~~management ~~out~~has ~~an evaluation~~evaluated, ~~under the supervision and~~ with the participation of our ~~management,~~Principal ~~including our Chief~~ Executive Officer and ~~Chief~~Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Exchange Act) as of the end of the period covered by this report. ~~Based on the foregoing, our President/Chief Executive Officer~~ and ~~Executive~~has ~~Vice President/Chief Financial Officer~~ concluded that our disclosure controls and procedures were effective at ~~the~~a reasonable assurance level as of March 31, 2024.

Changes in Internal Control Over Financial Reporting

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

PART II

OTHER INFORMATION

ITEM 1. Legal Proceedings

We currently and from time to time are involved in litigation incidental to the conduct of our business. Management anticipates that any potential liability of the Company, which may arise out of or with respect to these matters, will not materially affect the Company’s business, financial position, results of operations or cash flows. There were no material developments relating to the legal proceedings described in our 2023 Annual Report. onRefer ~~Form~~to ~~10-K~~Note ~~for the year ended December 31~~18, ~~2022,~~Contingencies ~~filed with the Securities~~ and ~~Exchange~~Commitments ~~Commission~~in ~~(the~~this ~~"SEC")~~Quarterly Report on ~~March 16,~~Form ~~2023. Refer to Note 16~~10-Q, ~~Contingencies And Commitments,~~ for additional information.

ITEM 1A Risk Factors

~~Except~~There ~~as set forth below, there~~ have been no material changes to the risk factors associated with our business previously described in our ~~Annual Report on Form 10-K filed with the SEC on March 16,~~ 2023 ~~and~~ in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC on May 10, 2023 and August 7, 2023, respectively. The risk factors set forth below update, and should be read together with, the risk factors described in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K filed with the SEC on March 16, 2023 and in Part II, Item 1A, Risk Factors, in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 filed with the SEC on May 10, 2023 and August 7, 2023, respectively.

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WeITEM ~~have~~2. Unregistered ~~identified~~Sales ~~conditions~~Of ~~and~~Equity ~~events~~Securities ~~that~~and ~~could~~Use ~~raise~~Of ~~substantial doubt about our ability to continue as a going concern.~~Proceeds

WeThe ~~have~~following ~~identified~~table ~~certain~~provides ~~conditions~~information oron ~~events,~~our ~~which,~~share ~~considered~~repurchases induring the ~~aggregate,~~quarter ~~could~~ended ~~raise substantial doubt about our ability to continue as a going concern~~March 31, ~~including our continued compliance with certain financial covenants contained in our debt agreements and the current maturities of our existing debt facilities.~~2024:

Current macroeconomic conditions have created, and may continue to create, significant uncertainty in 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, our management continues to execute on 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 includes the utilization and extension of certain grace periods and waivers of certain financial covenants, and could include extending maturities of our debt, including the Credit Facility, or otherwise reorganizing our debt to decrease overall leverage. We are unable to predict with certainty the impact that the current macroeconomic conditions will have on our ability to consummate or continue to consummate these transactions or maintain compliance with the financial covenants contained in our debt agreements.


Period (1)	(a) Total Number Of Shares Purchased		(b) Average Price Paid Per Share		(c) Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	(d) Maximum Approximate Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs(1)
January 1, 2024 - January 31, 2024	24	(2)	$	0.22	—	$	41,578,230
February 1, 2024 - February 29, 2024	—		$	—	—	$	41,578,230
March 1, 2024 - March 31, 2024	—		$	—	—	$	41,578,230
Total	24				—

As of September 30, 2023, we were in compliance with such debt and related covenants, some of which were due to the amendments and waivers granted by our lenders. However, based on our cash and cash equivalents balance, the current maturities of our existing debt facilities, and our forecasted business plan in light of current macroeconomic conditions, our current forecast of future revenue over the next twelve months indicates that such revenue is unlikely to be sufficient for us to be able to continue to maintain compliance with the financial covenants under our debt agreements for at least twelve months from the issuance of the accompanying unaudited consolidated financial statements. Failure to meet these covenant requirements in the future would cause us to be in default and could cause the maturity of the related debt to be accelerated and become immediately payable absent obtaining additional waivers from its lenders or negotiating additional amendments to avoid acceleration of its indebtedness. There can be no assurance that any such additional waivers or amendments would be available on acceptable terms or at all. If we are unable to obtain additional necessary waivers or amendments and our debt is accelerated, there can be no assurance that we would be able to obtain replacement financing or to satisfy our obligations, in which case we may pursue a process to restructure our indebtedness under the protection of a bankruptcy court. Based on the Company’s debt balance and the potential that it could seek protection from creditors under the protection of the bankruptcy laws as well as the uncertainty surrounding compliance with its debt covenants and its ability to obtain additional waivers or amendments when needed, the Company determined that there is substantial doubt regarding its ability to continue as a going concern for a period of twelve months from the issuance of the accompanying unaudited consolidated financial statements. In 2024, $926.4 million of debt is set to mature, beginning with the Accounts Receivable Facility, with $75 million of outstanding borrowings at September 30, 2023 and maturing in July 2024, followed by the Revolver with $219 million of outstanding borrowings at September 30, 2023 and maturing in August 2024.



(1)			On November 2, 2017, our Board announced a share repurchase program (the “2017 Share Repurchase Program”) to permit us to purchase up to $100.0 million of our issued and outstanding shares of Class A common stock through open market purchases. In connection with the 2017 Share Repurchase Program, we did not repurchase any shares during the three months ended March 31, 2024.
(2)			The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended March 31, 2024 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

The accompanying unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates realization of assets and satisfaction of liabilities in the ordinary course of business. As such, they do not include any adjustments to the recoverability and reclassification of recorded amounts that might be necessary should we be unable to continue as a going concern. Any inability to continue as a going concern, or the perception that we will be unable to do so, could materially adversely affect our ability to meet our obligations and the value of your investment.

Refer to Note 1, Basis of Presentation And Significant Policies—Going Concern, Note 8, Long-Term Debt, Note 17, Subsequent Events, and “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations—Liquidity and Capital Resources—Potential Restructuring of our Indebtedness” in Part I, Item 2, for additional information.

The NYSE has filed a Form 25 related to the delisting from the NYSE of our Class A common stock with the SEC, which is expected to be effective 10 days after the filing of Form 25. Our Class A common stock will continue to be traded in the over-the-counter market, which has and could continue to negatively affect the price and liquidity of our Class A common stock.

On May 16, 2023, the NYSE announced the suspension of trading of our Class A common stock on the NYSE, and that it had elected to commence proceedings to delist our Class A common stock based on the Company’s “abnormally low” price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. On May 31, 2023, the Company submitted a written appeal request for a review of the NYSE’s determination by a Committee of the Board of Directors of the NYSE. On October 30, 2023, the Company was notified by the NYSE that its appeal was not successful. As a result, the NYSE filed a Form 25 relating to the delisting from the NYSE of our Class A common stock with the SEC, which is expected to be effective 10 days after the filing of Form 25. Our Class A common stock will continue to trade Over The Counter under the ticker symbol "AUDA".

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The over-the-counter markets are significantly more limited than the NYSE, and quotation on the over-the-counter markets may result in a less liquid market available for existing and potential securityholders to trade in our Class A common stock and could further depress the trading price of our Class A common stock. The delisting of our Class A common stock from the NYSE could also result in other adverse consequences, including lower demand for our Class A common stock, increased volatility in the price of our Class A common stock, adverse publicity, reputational harm and a reduced interest in our Company from investors, analysts and other market participants. In addition, the delisting could impair our ability to raise additional capital through equity or debt financing and our ability to attract and retain employees by means of equity compensation. There can be no assurance that our Class A common stock will continue to trade on the OTC market or that any public market for our Class A common stock will exist in the future, whether broker-dealers will continue to provide public quotes of the Class A common stock on this market, whether the trading volume of the Class A common stock will be sufficient to provide for an efficient trading market, whether quotes for the Class A common stock may be blocked by in the future, or that we will seek to, or be able to, relist the Class A common stock on a national securities exchange.

ITEM 2. Unregistered Sales Of Equity Securities. Use Of Proceeds, and Issuer Purchases of Equity Securities

The following table provides information on our repurchases during the quarter ended September 30, 2023:

Period (1)	(a)Total NumberOf Shares Purchased	(b)Average PricePaid Per Share		(c)Total Number OfShares Purchased As Part Of Publicly Announced Plans Or Programs	(d)Maximum ApproximateDollar Value Of Shares That May Yet BePurchased Under The Plans Or Programs(1)
July 1, 2023 - July 31, 2023	—	$	—	—	$	41,578,230
August 1, 2023 - August 31, 2023	64	$	0.75	—	$	41,578,230
September 1, 2023 - September 30, 2023	82	$	0.53	—	$	41,578,230
Total	146			—

(1)			On November 2, 2017, our Board announced a share repurchase program (the “2017 Share Repurchase Program”) to permit us to purchase up to $100.0 million of our issued and outstanding shares of Class A common stock through open market purchases. In connection with the 2017 Share Repurchase Program, we did not repurchase any shares during the three months ended September 30, 2023.
(2)			Reverse stock split applied, Refer to Note 1, Basis of Presentation And Significant Policies, for additional information.

ITEM 3. Defaults Upon Senior Securities

~~None.~~The filing of the Chapter 11 Cases constituted an event of default that accelerated the Debtors’ obligations under the following debt instruments (the “Debt Instruments”):

•the Old Credit Facility;

•the Old 2027 Notes; and

•the Old 2029 Notes.

As previously disclosed, any efforts to enforce the payment obligations under the Debt Instruments are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None

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ITEM 6. Exhibits

Exhibit Number			Description
2.1 #			Debtors' Joint Prepackaged Plan of Reorganization for Audacy, Inc. and its Affiliate Debtors Under Chapter 11 of the Bankruptcy Code, dated February 20, 2024. (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K as filed on February 21, 2024).
3.1 #			Amended and Restated Articles of Incorporation of Audacy, Inc. (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K as filed on May 19, 2021).
3.2 #			Articles of Amendment to the Amended and Restated Articles of Incorporation of Audacy, Inc., effective June 30, 2023 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K as filed on June 30, 2023).
3.3 #			Amended and Restated Bylaws of Audacy, Inc. (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K as filed on May 19, 2021).
4.1 #			Indenture for Senior Secured Second-Lien Notes due May 1, 2027, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on May 1, 2019).
4.2 #			Form of 6.500% Senior Secured Second-Lien Notes due 2027 (included in Exhibit 4.1) (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on May 1, 2019).
4.3 #			First Supplemental Indenture, dated as of December 13, 2019, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas, as trustee. (Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on December 16, 2019).
4.4 #			Second Supplemental Indenture, dated as of October 20, 2021, by and among Audacy Capital Corp., the guarantors named therein, and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K filed on October 20, 2021).
4.5 #			Third Supplemental Indenture, dated as of ~~March~~November 2530, ~~2021~~2023, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K filed on ~~March~~November 2930, ~~2021~~2023).
4.6 #			~~Form~~Fourth Supplemental Indenture, dated as of 6December 8, 2023, by and among Audacy Capital Corp.~~750%~~ ~~Senior~~(formerly ~~Secured~~Entercom ~~Second-Lien~~Media ~~Note~~Corp.), ~~due~~the ~~2029~~guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.12 to our Current Report on Form 8-K filed on ~~March~~December 2911, ~~2021~~2023).
4.7 #			~~First Supplemental~~ Indenture, dated as of ~~October~~March 2725, ~~2023~~2021, by and among Audacy Capital Corp. (formerly, Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on ~~October~~March 2729, ~~2023~~2021) .
10.1 #			Second Amendment to Amended and Restated Employment Agreement, effective as of October 12, 2023, between Audacy Services, LLC and Andrew Sutor (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 13, 2023).
4.8 #			Form of 6.750% Senior Secured Second-Lien Note due 2029 (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on March 29, 2021).
10.2 #			Amendment No. 8 to Credit Agreement, dated as of November 3, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors party thereto and the lenders party thereto (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 3, 2023).
4.9 #			First Supplemental Indenture, dated as of October 27, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 27, 2023) .
10.3 #			Amendment No. 4 to Receivables Purchase Agreement, dated as of November 3, 2023, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main, and Audacy Operations, Inc. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on November 3, 2023).
4.10 #			Second Supplemental Indenture, dated as of November 29, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on November 30, 2023).
31.1 *			Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
4.11 #			Third Supplemental Indenture, dated as of December 8, 2023, by and among Audacy Capital Corp. (formerly Entercom Media Corp.), the guarantors named therein, and Deutsche Bank Trust Company Americas. (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on December 11, 2023).
31.2 *			Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
10.1 #			Restructuring Support Agreement, dated as of January 4, 2024, by and among Audacy, Inc. and its subsidiaries listed therein and the Consenting First Lien Lenders named therein and the Consenting Second Lien Lenders named therein. (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 8, 2024).
32.1 **			Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
10.2 #			Debtor-in-Possession Credit Agreement, by and among Audacy, Inc. and its subsidiaries listed therein, Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent, and the lenders party thereto. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 8, 2024).
32.2 **			Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
10.3 #			Amended and Restated Receivables Purchase Agreement, dated as of January 9, 2024, by and among Audacy Receivables, LLC, Autobahn Funding Company LLC, DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main and Audacy Operations, Inc. (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on January 10, 2024).
101.INS*			Inline XBRL Instance Document
10.4 #			Amended and Restated Purchase and Sale Agreement, dated as of January 9, 2024, among Audacy Operations, Inc., the originators party thereto and Audacy New York, LLC. (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on January 10, 2024).
101.SCH*			Inline XBRL Taxonomy Extension Schema
10.5 #			Amended and Restated Sale and Contribution Agreement, dated as of January 9, 2024, among Audacy Operations, Inc., Audacy New York, LLC and Audacy Receivables, LLC. (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on January 10, 2024).
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase
10.6 #			Amended and Restated Performance Guaranty, dated as of January 9, 2024, between Audacy, Inc. and DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt AM Main. (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on January 10, 2024).
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase
10.7 #†			Audacy, Inc. Non-employee Director Compensation Policy, as amended. (Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on January 8, 2024).
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*			Filed Herewith
#			Incorporated by reference.
**			Furnished herewith. Exhibit is “accompanying” this report and shall not be deemed to be “filed” herewith.

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10.8 #†			Form of January 2024 Retention Letter Agreement. (Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on January 8, 2024).
10.9 #†			First Amendment to Amended and Restated Employment Agreement, effective as of January 5, 2024, between Audacy, Inc. and David J. Field. (Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on January 8, 2024).
10.10 #†			First Amendment to Employment Agreement, effective as of January 5, 2024, between Audacy, Inc. and Richard Schmaeling. (Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K filed on January 8, 2024).
10.11 #†			First Amendment to Employment Agreement, effective as of January 5, 2024, between Audacy Services, LLC and Susan Larkin. (Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed on January 8, 2024).
10.12 #†			Third Amendment to Amended and Restated Employment Agreement, effective as of January 5, 2024, between Audacy Services, LLC and Andrew Sutor. (Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K filed on January 8, 2024).
10.13 #†			First Amendment to Employment Agreement, effective as of January 5, 2024, between Audacy Services, LLC and J.D. Crowley. (Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K filed on January 8, 2024).
31.1 *			Certification of President and Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *			Certification of Executive Vice President and Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a), as created by Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 **			Certification of President and Chief Executive Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 **			Certification of Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*			Inline XBRL Instance Document
101.SCH*			Inline XBRL Taxonomy Extension Schema
101.CAL*			Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*			Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*			Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*			Inline XBRL Taxonomy Extension Presentation Linkbase
104			Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*			Filed herewith
#			Incorporated by reference.
†			Management contract or compensatory plan or arrangement
**			Furnished herewith. Exhibit is “accompanying” this report and shall not be deemed to be “filed” herewith.

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SIGNATURES

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

			AUDACY, INC.(Registrant)
Date: November 9, 2023			/S/ David J. FieldName: David J. FieldTitle: Chairman, Chief Executive Officer and President(principal executive officer)
Date: May 13, 2024			/s/ David J. FieldName: David J. FieldTitle: Chairman, Chief Executive Officer and President(principal executive officer)
Date: November 9, 2023			/S/ Richard J. SchmaelingName: Richard J. SchmaelingTitle: Executive Vice President - Chief Financial Officer (principal financial officer)
Date: May 13, 2024			/s/ Richard J. SchmaelingName: Richard J. SchmaelingTitle: Executive Vice President - Chief Financial Officer (principal financial officer)

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