false 0001067837 0001067837 2024-08-09 2024-08-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2024

 

 

AUDACY, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Pennsylvania   001-14461   23-1701044

(State or Other Jurisdiction
of Incorporation)

  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

2400 Market Street, 4th Floor    
Philadelphia, Pennsylvania     19103
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s telephone number, including area code: (610) 660-5610

(Former name or former address, changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth 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 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02.

Results of Operations and Financial Conditions

On August 9, 2024, Audacy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing second quarter 2024 results. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 9.01.

Exhibits

 

  (d)

Exhibits

 

Exhibit No.

  

Title

99.1*    Audacy, Inc.’s Press Release, issued August 9, 2024
104    Cover Page Interactive Data File (embedded within the XBRL file)

 

 

* 

Exhibit is “furnished” with this report and shall not be deemed to be “filed” herewith.


SIGNATURE

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 hereunto duly authorized.

 

Audacy, Inc.
By:   /s/ Andrew P. Sutor, IV
  Andrew P. Sutor, IV
  Executive Vice President

Dated: August 9, 2024

 

2

Exhibit 99.1

LOGO

AUDACY REPORTS SECOND QUARTER RESULTS

Adjusted EBITDA Increased 116% in the Second Quarter

And 128% in the First Half of 2024

 

 

PHILADELPHIA, PA – August 9, 2024 – Audacy, Inc. (OTC: AUDAQ) today reported financial results for the quarter ended June 30, 2024.

David J. Field, Chairman, President and Chief Executive Officer, stated: “Audacy continued to deliver strong 2024 financial performance with Q2 Adjusted EBITDA more than doubling, up 116% vs. prior year. For the first six months of 2024, Adjusted EBITDA is up 128%. Our accelerating financial performance reflects our significant revenue share gains, low-teen growth in digital advertising, high single-digit growth in network radio, and prudent expense reductions, offsetting continued weakness in traditional ad markets.

Notably, our transformational, strategic investments are emerging as a critical driver in our accelerating performance. Recent improvements in our streaming and podcasting platforms, along with further enhancements to our digital monetization and programmatic capabilities are increasing their impact on our top-line and bottom-line results.

As previously announced, we received court approval of our consensual pre-packaged Plan of Reorganization in February and are awaiting FCC approval to complete the process. We continue to expect final approval and emergence to occur during the current quarter.

The third quarter is currently pacing up low-single digits, and we expect another quarter of significant Adjusted EBITDA growth.

Our team has done an outstanding job driving our progress and accelerating performance while simultaneously administering our reorganization plan, all without disruption to our partners, listeners, customers, vendors or our staff. We look forward to a bright future as a strong, scaled leader in the dynamic audio market, distinguished by our industry-leading balance sheet, our top positions in the country’s largest markets and our exclusive premium content highlighted by our unrivaled leadership in sports audio.”

Second Quarter Summary

 

   

Net revenues for the quarter were $301.6 million, up 1% compared to $298.5 million in the second quarter of 2023

 

   

Total Radio revenues decreased by 3%, while Digital revenues increased by 12%

 

   

Operating loss for the quarter was $3.0 million, compared to an operating loss of $135.3 million in the second quarter of 2023

 

   

Adjusted EBITDA for the quarter was $31.1 million, up 116% compared to $14.4 million in the second quarter of 2023

 

   

For the first half of 2024, Adjusted EBITDA was $40.7 million, up 128% compared to $17.9 million in the first half of 2023


   

Total operating expenses for the quarter were $304.6 million, which includes a non-cash impairment loss of $5.5 million and a loss on asset sale of $0.6 million, compared to $433.8 million in the second quarter of 2023, which included a net gain on sale of $9.9 million and a non-cash impairment loss of $125.4 million

 

   

Cash operating expenses for the quarter were $270.5 million, down 5% compared to $284.1 million in the second quarter of 2023

 

   

Adjusted free cash flow for the quarter was $18.0 million

 

   

During the quarter, the Company recorded $13.6 million of Other Income related to cash received for shares it owned in Broadcast Music Inc. (“BMI”), which was acquired by New Mountain Capital, LLC. In total, the Company received $39.1 million from the sale of its stock in BMI

 

   

As of June 30, 2024, the Company’s liquidity, which includes cash, excluding restricted cash, and the Company’s undrawn Accounts Receivable Facility capacity, was $126.5 million

 

   

In July, the Company completed the sale of an FM station in Greenville, SC, that was required by FCC regulations

Market Share Highlights

 

   

Audacy’s total revenue market share grew approximately 60 basis points in the second quarter, with Radio market share increasing by approximately 40 basis points

 

   

For the first half of 2024, Audacy’s total revenue market share and Radio market share both grew approximately 50 basis points

Third Quarter Pacing

 

   

The third quarter is currently pacing up low single digits. July finished up low single-digits

 

   

Radio is currently pacing down low single digits for the quarter and Digital revenue is pacing up mid-teens

Recent Company Developments

 

   

Streaming Platform Growth

With continued enhancements in the Audacy platform, Streaming listening continues to grow, with increases in Total Listening Hours during the quarter led by Sports, which again grew double-digits year over year. Installs of the Audacy app also grew double-digits during the quarter.

 

   

Exclusive Artist Content

Audacy launched “On the Record,” an exclusive interview series in which the biggest artists walk through their new albums. Artists featured in Q2 included Billie Eilish, Camilla Cabello and Twenty One Pilots. An exclusive “Check In” series continues to connect with fans and their favorite artists. Q2 Check Ins included The Black Keys, Dua Lipa, Glass Animals, Usher and Dwayne “The Rock” Johnson.

 

   

New Podcast Content and Partnerships

Audacy Podcasts, the #1 Sports Podcast Network according to Triton, launched more than a dozen shows in the quarter with 3 shows in the Top Ten on the Apple Podcasts Chart, including Hysterical, Status: Untraced, and Who Killed the Video Star? The Story of MTV, along with season 2 of the wildly popular WNBA Podcast Queens of the Court with Sheryl Swoopes and Jordan Ligons Robinson, and the new show Women Talkin’ ‘Bout Murder in partnership with Amy Poehler. The company also announced a new strategic partnership with Jenna Fischer and Angela Kinsey for their critically acclaimed series Office Ladies, which debuts at Audacy in August.


   

Continuing Audience Growth

With the release of Spring (Apr/May/June) ratings, Audacy notched its 9th consecutive quarter of YoY A24-54 AQH Persons Share Ratings growth. June’s PPM release marked the 28th consecutive month that Audacy outpaced the overall radio market.

 

   

Restructuring

The Company received court approval of its consensual pre-packaged Plan of Reorganization in late February. Under the Plan, the company’s debt will be reduced by 80%. The Company is now awaiting FCC approval to complete the process.

The company will not be holding a conference call regarding the second quarter earnings release.

About Audacy

Audacy, Inc. is a leading multi-platform audio content and entertainment company that connects with 200 million consumers. Powered by its exclusive, premium audio content that includes unrivaled leadership positions in news and sports radio, Audacy operates one of the country’s two scaled radio broadcasting groups, a rapidly growing direct-to-consumer digital audio platform, multiple audio networks, a major event business and a leading, award-winning podcast studio. Learn more at www.audacyinc.com, Facebook, X, LinkedIn and Instagram.

Certain Definitions

All references to per-share data, unless stated otherwise, are presented as per diluted share. All references to shares outstanding, unless stated otherwise, are presented to exclude unvested restricted stock units. All references to net debt are outstanding debt net of cash on hand.

Core Spot Revenues consist of local spot plus national spot advertising revenues less political spot advertising revenues.

Total Radio Revenues consist of spot revenues plus network revenues, including political advertising.

Station Expenses consist of station operating expenses excluding non-cash compensation expenses.

Corporate Expenses consist of corporate general and administrative expenses excluding non-cash compensation expenses.

Cash Operating Expenses consist of operating expenses excluding non-cash expenses and other items excluded in the calculation of Adjusted EBITDA.

Adjusted EBITDA consists of net income (loss) available to common shareholders, adjusted to exclude: income taxes (benefit); income from discontinued operations, net of income taxes or benefit; total other income or expense; net interest expense; depreciation and amortization; time brokerage agreement fees (income); non-cash compensation expense (which is otherwise included in station operating expenses and corporate G&A expenses); refinancing expenses; impairment loss, merger and acquisition costs, restructuring and integration costs, preferred stock dividends; COVID-19 related expenses/(recoveries); non-recurring expenses/recoveries otherwise included in corporate or station expenses; change in fair value of contingent consideration; deferred compensation expense/(income); (gain) loss on early extinguishment of debt; liability management expenses; reorganization items; and (gain) loss on sale or disposal.


Adjusted Free Cash Flow consists of net income (loss): (i) plus depreciation and amortization; (gain) loss on sale or disposal; non-cash compensation expense (which is otherwise included in station operating expenses and corporate general and administrative expenses); impairment loss; merger and acquisition costs; restructuring and integration costs, (gain) loss on early extinguishment of debt; COVID-19 related expenses/(recoveries); other expense/(income); non-recurring expenses/recoveries otherwise included in corporate or station expenses; change in fair value of contingent consideration; deferred compensation expense/(income); income from discontinued operations (excluding income taxes or tax benefit); amortization of deferred financing costs and debt premium included in interest expense; refinancing expenses; income taxes (benefit); Adjusted Income Taxes Paid; and Net Capital Expenditures.

Net Capital Expenditures consist of capital expenditures, including amortizable intangibles, adjusted to subtract reimbursed tenant improvement allowances.

Adjusted Income Taxes Paid consist of income tax paid, adjusted to exclude taxes paid related to the gain/loss on sale or exchange of radio station assets; and taxes paid related to the gain/loss on the sale of redundant property.

Non-GAAP Financial Measures

It is important to note that Adjusted EBITDA, Adjusted Free Cash Flow, Net Capital Expenditures and Adjusted Income Taxes Paid are not measures of performance or liquidity calculated in accordance with generally accepted accounting principles (“GAAP”). Management believes that these measures are useful as a way to evaluate the Company and the means for Management to evaluate our performance and operations. Management believes that these measures are useful to an investor in evaluating our performance because they are widely used in the broadcast industry.

Certain adjusted non-GAAP financial measures are presented in this release. The adjustments include, among other items as defined above, gain/loss on sale of assets, derivative instruments, and investments; non-cash compensation expense, other income, impairment loss, merger and acquisition costs, other expenses related to refinancing, and gain/loss on early extinguishment of debt and non-recurring expenses recognized for restructuring charges or similar costs, including transition and integration costs. Management believes these adjusted non-GAAP measures provide useful information to Management and investors by excluding certain income, expenses and gains and losses that may not be indicative of the Company’s core operating and financial results. Similarly, Management believes these adjusted measures are a useful performance measure because certain items included in the calculation of net income (loss) may either mask or exaggerate trends in the Company’s ongoing operating performance. Further, the reconciliations corresponding to these adjusted measures, by identifying the individual adjustments, provide a useful mechanism for investors to consider these adjusted measures with some or all of the identified adjustments.

Management uses these non-GAAP financial measures on an ongoing basis to help track and assess the Company’s financial performance. You, however, should not consider non-GAAP measures in isolation or as substitutes for net income (loss), operating income, or any other measure for determining our operating performance that is calculated in accordance with generally accepted accounting principles. These non-GAAP measures are not necessarily comparable to similarly titled measures employed by other companies. The accompanying financial tables provide reconciliations to the nearest GAAP measure of all non-GAAP measures provided in this release.


Note Regarding Forward-Looking Statements

This news announcement contains certain forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, including statements about market conditions, the Company’s revenue guidance, and the Company’s ability to capitalize on its growth opportunities, develop digital demand, enhance its balance sheet and regain compliance with the NYSE’s minimum price condition, are based upon current expectations and involve certain risks and uncertainties. Additional information and key risks applicable to these statements are described in the Company’s reports on Forms 8-K, 10-Q and 10-K and other filings the Company makes with the Securities and Exchange Commission. All of the forward-looking statements in this press release are qualified by these cautionary statements, and actual results or developments may differ materially from those in these forward-looking statements. The Company assumes no obligation to publicly update or revise any forward-looking statements.


AUDACY, INC.

FINANCIAL DATA

(amounts in thousands, except per share data)

(unaudited)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2024     2023     2024     2023  

STATEMENTS OF OPERATIONS

        

Net Revenues

   $ 301,610     $ 298,513     $ 563,417     $ 558,148  
  

 

 

   

 

 

   

 

 

   

 

 

 

Station Expenses

     251,516       265,687       483,908       498,902  

Station Expenses - Non-Cash Compensation

     199       433       300       1,146  

Corporate Expenses

     20,914       25,206       43,658       49,327  

Corporate Expenses - Non-Cash Compensation

     180       674       383       1,852  

Depreciation And Amortization

     21,714       17,575       43,624       35,017  

Other Expenses

     72       243       161       353  

Impairment Loss

     5,473       125,355       5,629       130,405  

Restructuring Charges

     3,870       8,511       4,312       10,932  

Net Loss (Gain) On Sale Or Disposal of Assets

     634       (9,876     (15,170     (22,280
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Operating Expenses

     304,572       433,808       566,805       705,654  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating Loss

     (2,962     (135,295     (3,388     (147,506
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Interest Expense, net

     2,759       34,548       8,126       66,929  

Reorganization expenses, net

     8,063       —        34,097       —   

Other Income

     (13,629     —        (39,119     —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss Before Income Taxes

     (155     (169,843     (6,492     (214,435

Income Tax Benefit

     (3,086     (44,041     (7,571     (52,730
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss)

   $ 2,931     $ (125,802   $ 1,079     $ (161,705
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income (Loss) Per Share - Basic

   $ 0.62     $ (26.64   $ 0.23     $ (34.24

Net Income (Loss) Per Share - Diluted

   $ 0.62     $ (26.64   $ 0.23     $ (34.24

Weighted Common Shares Outstanding - Basic

     4,729,597       4,723,023       4,729,597       4,723,023  

Weighted Common Shares Outstanding - Diluted

     4,734,537       4,723,023       4,733,902       4,723,023  

SUPPLEMENTAL BREAKDOWN OF REVENUE BY TYPE

        

Spot (local and national)

   $ 179,667     $ 187,114     $ 333,247     $ 346,423  

Digital (including podcasting)

     74,390       66,655       137,138       123,580  

Network

     22,296       20,824       44,243       40,692  

Sponsorships and Events

     13,179       11,938       26,522       24,382  

Other

     12,078       11,982       22,267       23,071  
  

 

 

   

 

 

   

 

 

   

 

 

 
   $ 301,610     $ 298,513     $ 563,417     $ 558,148  
  

 

 

   

 

 

   

 

 

   

 

 

 

Political

   $ 2,261     $ 1,265     $ 4,337     $ 2,111  
  

 

 

   

 

 

   

 

 

   

 

 

 


     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2024      2023      2024      2023  

SUPPLEMENTAL BREAKDOWN OF REVENUE BY FORMAT

 

        

Music

   $ 146,813      $ 145,317      $ 277,213      $ 273,439  

Sports

     71,088        65,612        127,697        118,753  

News/Talk

     43,059        44,087        83,093        86,455  

Non-format specific

     40,650        43,497        75,414        79,501  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 301,610      $ 298,513      $ 563,417      $ 558,148  
  

 

 

    

 

 

    

 

 

    

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 

     

Net Capital Expenditures

   $ 9,811      $ 11,406      $ 16,760      $ 25,024  

Adjusted Income Taxes Paid (Refunded)

   $ 790      $ 1,687      $ 934      $ 1,926  

Reorganization items

   $ 5,819      $ —       $ 17,236      $ —   

 

SELECTED BALANCE SHEET DATA    June 30,
2024
    December 31,
2023
 

Cash, Cash Equivalents and Restricted Cash

   $ 105,595     $ 72,994  

DIP Facility

   $ 32,000     $ n/a  

Senior Debt - Term B-2 Loan (1)

   $ 632,415     $ 632,415  

Senior Debt - Revolver (1)

   $ 220,126     $ 220,126  

Senior Secured Notes - 2027 (1)

   $ 460,000     $ 460,000  

Senior Secured Notes - 2029 (1)

   $ 540,000     $ 540,000  

Accounts Receivable Facility

   $ 75,000     $ 75,000  

Total Shareholders’ Deficit

   $ (612,991   $ (614,753

 

(1)

Debt instrument is recorded in Liabilities Subject to Compromise for June 30, 2024

OTHER FINANCIAL DATA

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2024     2023     2024     2023  

Reconciliation Of GAAP Net Loss To Adjusted EBITDA and To Adjusted Free Cash Flow

 

   

Net Income (Loss)

   $ 2,931     $ (125,802   $ 1,079     $ (161,705

Income Tax Benefit

     (3,086     (44,041     (7,571     (52,730

Net Interest Expense

     2,759       34,548       8,126       66,929  

Corporate Expenses - Non-Cash Compensation

     180       674       383       1,852  

Station Expenses - Non-Cash Compensation

     199       433       300       1,146  

Depreciation And Amortization

     21,714       17,575       43,624       35,017  

Other Expenses

     72       222       161       268  

Restructuring Charges

     3,870       8,511       4,312       10,932  

Reorganization Items

     8,063       —        34,097       —   

COVID-19 Related Expenses

     —        —        —        91  

Non-Recurring Expenses Otherwise Included in Corporate Expenses

     —        3       —        42  

Liability Management Expenses

     1,828       5,825       4,001       6,971  

Impairment Loss

     5,473       125,355       5,629       130,405  

Deferred Compensation Expense

     141       965       889       965  


     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2024     2023     2024     2023  

Other Income

   $ (13,629   $ —      $ (39,119   $ —   

Net Loss (Gain) On Sale Or Disposal of Assets

     634       (9,876     (15,170     (22,280
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

     31,149       14,392       40,741       17,903  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Interest Expense

     (2,759     (34,548     (8,126     (66,929

Deferred Financing Costs Included In
Interest Expense

     233       2,176       443       3,440  

Amortization Debt Premium Included In
Interest Expense

     —        (255     —        (511

Net Capital Expenditures

     (9,811     (11,406     (16,760     (25,024

Adjusted Income Taxes (Paid) Refunded

     (790     (1,687     (934     (1,926
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Free Cash Flow

   $ 18,022     $ (31,328   $ 15,364     $ (73,047
  

 

 

   

 

 

   

 

 

   

 

 

 
v3.24.2.u1
Document and Entity Information
Aug. 09, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001067837
Document Type 8-K
Document Period End Date Aug. 09, 2024
Entity Registrant Name AUDACY, INC.
Entity Incorporation State Country Code PA
Entity File Number 001-14461
Entity Tax Identification Number 23-1701044
Entity Address, Address Line One 2400 Market Street
Entity Address, Address Line Two 4th Floor
Entity Address, City or Town Philadelphia
Entity Address, State or Province PA
Entity Address, Postal Zip Code 19103
City Area Code 610
Local Phone Number 660-5610
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false

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