false 0001067837 0001067837 2023-08-04 2023-08-04





Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2023




(Exact Name of Registrant as Specified in Charter)




Pennsylvania   001-14461   23-1701044

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


2400 Market Street, 4th Floor

Philadelphia, Pennsylvania

(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:


Title of each class





Name of each exchange

on which registered

Class A Common Stock, par value $.01 per share   AUD   New York Stock Exchange

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 4, 2023, Audacy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing second quarter 2023 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.









99.1*    Audacy, Inc.’s Press Release, issued August 4, 2023
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.


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.

/s/ Andrew P. Sutor, IV

  Andrew P. Sutor, IV
  Executive Vice President

Dated: August 4, 2023



Exhibit 99.1




For Immediate Release
August 4, 2023

Investor Contacts:
Joseph Jaffoni, Jennifer

Neuman, Norberto Aja


(212) 835-2500



Philadelphia, PA — Audacy, Inc. (NYSE: AUD; OTC: AUDA) today reported financial results for the quarter ended June 30, 2023.

Second Quarter Summary



Net revenues for the quarter were $298.5 million, down 6.6% compared to $319.4 million in the second quarter of 2022. Local spot was down 3.7%, while national spot was down 16.6%



Digital revenues, were $66.7 million, down 4% compared to the second quarter of 2022. Local digital outperformed national, increasing 7.1% year-over-year



Total operating expenses for the quarter were $433.8 million, which includes a gain on sale of $9.9 million and a non-cash impairment loss of $125.4 million, compared to $296.2 million in the second quarter of 2022, which included a gain on sale of $0.1 million and a non-cash impairment loss of $1.8 million



Operating loss for the quarter was $135.3 million, compared to operating income of $23.3 million in the second quarter of 2022



Adjusted EBITDA for the quarter was $14.4 million, compared to $38.5 million in the second quarter of 2022



For the third quarter, total revenues are pacing down 4%, with local spot pacing down 1% and national spot pacing down 22%. Digital revenues are pacing up 7% or sequentially 11 percentage points better than the second quarter



As of June 30, 2023, the Company’s liquidity was $81.6 million



On June 30, 2023, we effected a one-for-thirty reverse stock split (the “Reverse Stock Split”)1 of our issued and outstanding shares of 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



Unless otherwise indicated, the information in this earnings release gives effect to the Reverse Stock Split.

David J. Field, Chairman, President and Chief Executive Officer, stated: “Second quarter net revenues were down 6.6% in line with our quarterly guidance, reflecting challenging ad market conditions. During the quarter, we saw accelerated growth across certain of our key performance metrics including radio revenue share, station audience ratings, and digital platform usage. We also made meaningful progress on our ad tech and ad product roadmap as we work to develop important new pools of digital demand and growth.

Expenses were impacted by $10.4 million in charges related to the accelerated recognition of podcast expenses as we terminated one of our two largest podcast agreements and positioned ourselves for improved growth going forward.

We have initiated discussions with our lenders to enhance our balance sheet and establish a strong financial footing to enable the company to capitalize on its growth opportunities. Notwithstanding current challenges, Audacy has established a prominent position as a scaled, leading multi-platform audio company distinguished by our exclusive premium content, top positions across the country’s largest markets, and unrivaled leadership in news and sports radio. We continue to invest in our people, platform, content, technology and capabilities and serve our listeners and customers with excellence.

Ad market conditions remain challenging, but have stabilized entering the third quarter. We are pacing down 4% with local spot considerably stronger than national spot. We expect Audacy’s Q3 revenues to decline by mid-single digits.”

Recent Company Developments



Solid revenue share gains and ratings performance across core radio business. Audacy grew its radio revenue share during the quarter, led by local spot and network share gains. The company also delivered a 4th consecutive quarter of A25-54 YoY ratings share growth in PPM markets and marked our highest quarterly ratings share since Q3 2020.The strength and vibrancy of our brands was underscored by Audacy receiving 16 prestigious Marconi Award nominations.



Digital platform acceleration. Our streaming audience, via our new Audacy direct-to-consumer platform, continues to demonstrate strong and accelerating growth, with double-digit increases in app installs and unique users. Total Listening Hours to our O&O streams grew 12% in the quarter, increasing 15% in June. Our patented Rewind functionality continues to drive double-digit listening growth thanks to increasing consumer demand for Interactive Radio. We also rolled out new enhancements to our integrations with Apple Music, Sonos, and other partners, and added exclusive content features with Greta Van Fleet, Charlie Puth, Ed Sheeran, Kesha, Jennifer Lopez, Kylie Minogue, Kelly Clarkson, and more. While we are benefiting from consumer tail-winds in streaming audio—AM/FM Streams and Podcasts are the two fastest-growing segments of audio according to Edison Research – we believe our unique features and platform investments are propelling above-market streaming growth on many of our brands.



Launched distribution partnership with Tune-In. Through a partnership with TuneIn, we extended the digital distribution of our local stations and podcast library to over 200 additional platforms and connected vehicles and devices, including Tesla, Rivian, Lucid, Bose, Samsung and Xbox, as well as on the TuneIn mobile app and TuneIn.com. While the partnership gives access to Audacy’s bespoke linear content across TuneIn’s platform, the unique digital listener features being pioneered on the Audacy app remain exclusively on our platform. The partnership bolsters the reach of our content and underscores our mission to meet our listeners wherever they wish to listen to our content. The agreement also gives us access to TuneIn’s advertising supply and brings select TuneIn original content to our digital platform.


Bolstering news content with Weather Channel partnership. We launched three new exclusive stations on the Audacy app as official audio companions to The Weather Channel television network, Pattrn and The Weather Channel en Español. The deal adds additional depth to our best-in-class news content offering while expanding the reach of The Weather Channel’s broadcast weather coverage to Audacy listeners across the country.



Podcast Monetization Improving, and Network Optimization Continues. Our Podcast advertising sales efficacy continues to improve, following the restructuring of our national sales efforts over the past year. RPMs, or revenue-per-thousand downloads, grew 38% Y/Y in the quarter, driven by growth in both CPMs and sell-through rates. Local Podcast Ad Revenues outperformed national, growing +78% in the quarter. In addition to growing consumption and monetization of our profitable original podcast content, we are also continuing to improve the overall profitability and composition of our Podcast Network business. In June, we successfully negotiated an early exit to an onerous Podcast ad representation contract, which resulted in a restructuring charge of $5.9 million in the quarter and the accelerated recognition of $4.5 million of prepaid content expense. We believe exiting this agreement will have a positive impact on our Podcast margins, without materially impacting our future Podcast revenue growth opportunity.



Podcast content highlights. We had multiple number-ones on the podcast charts, including This Little Light with Flea of the Red Hot Chili Peppers in the Music category, and The Set, a ten-part Audacy Original podcast series exploring the never-before-told inside story of the biggest police corruption scandal in NYPD history, which premiered in with a binge window on the Audacy app that exclusively featured all episodes prior to their wide release.



Completed asset sales. During the quarter, the company completed the sale of an FM station in Memphis, Tennessee, an FM station in Buffalo, New York and certain intellectual property for $15.4 million.

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

About Audacy

Audacy, Inc. (NYSE: AUD; OTC: AUDA) is a leading multi-platform audio content and entertainment company with the country’s best collection of local music, news and sports brands, a premium podcast creator, major event producer, and digital innovator. Audacy engages 200 million consumers each month, bringing people together around content that matters to them. Learn more at www.audacyinc.com, Facebook (Audacy Corp), Twitter (@AudacyCorp), LinkedIn (@Audacy-Inc), Instagram (@lifeataudacy) and Threads (@AudacyCorp).

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.

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

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

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; 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 consists 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.



(amounts in thousands, except per share data)



     Three Months Ended
June 30,
    Six Months Ended
June 30,
     2023     2022     2023     2022  



Net Revenues

   $ 298,513     $ 319,439     $ 558,148     $ 594,734  













Station Expenses

     265,687       259,153       498,902       484,745  

Station Expenses—Non-Cash Compensation

     433       990       1,146       2,160  

Corporate Expenses

     25,206       23,590       49,327       47,681  

Corporate Expenses—Non-Cash Compensation

     674       2,113       1,852       3,933  

Depreciation And Amortization

     17,575       15,571       35,017       29,110  

Other Expenses

     243       52       353       402  

Impairment Loss

     125,355       1,770       130,405       3,291  

Restructuring Charges

     8,511       1,016       10,932       1,902  

Net (Gain) On Sale Or Disposal

     (9,876     (105     (22,280     (2,563

Change In Fair Value of Contingent Consideration

     —         (7,987     —         (7,704













Total Operating Expenses

     433,808       296,163       705,654       562,957  













Operating Income (Loss)

     (135,295     23,276       (147,506     31,777  













Net Interest Expense

     34,548       24,529       66,929       48,000  

Other (Income) Expense

     —         (238     —         (238













Income (Loss) Before Income Taxes

     (169,843     (1,015     (214,435     (15,985

Income Taxes (Benefit)

     (44,041     (242     (52,730     (4,139













Net Income (Loss)

   $ (125,802   $ (773   $ (161,705   $ (11,846













Net Income (Loss) Per Share—Basic

   $ (26.64   $ (0.17   $ (34.24   $ (2.57













Net Income (Loss) Per Share—Diluted

   $ (26.64   $ (0.17   $ (34.24   $ (2.57













Weighted Common Shares Outstanding—Basic*

     4,723       4,615       4,723       4,614  













Weighted Common Shares Outstanding—Diluted*

     4,723       4,615       4,723       4,614  















Stock split applied




Spot (local and national)

     187,114        204,486        346,423        379,621  

Digital (including podcasting)

     66,655        69,300        123,580        127,339  


     20,824        21,789        40,692        42,929  

Sponsorships and Events

     11,938        11,638        24,382        21,964  


     11,982        12,226        23,071        22,881  












   $ 298,513      $ 319,439      $ 558,148      $ 594,734  














   $ 1,265      $ 4,029      $ 2,111      $ 5,288  













     Three Months Ended
June 30,
    Six Months Ended
June 30,
     2023     2022     2023     2022  




     145,317       158,581       273,439       299,045  


     65,612       64,828       118,753       117,898  


     44,087       51,764       86,455       100,114  

Non-format specific

     43,497       44,266       79,501       77,677  












   $ 298,513     $ 319,439     $ 558,148     $ 594,734  















Net Capital Expenditures

   $ 11,406     $ 32,382     $ 25,024     $ 46,904  

Adjusted Income Taxes Paid (Refunded)

   $ 1,448     $ 409     $ 1,687     $ (14,792
     June 30,
    December 31,



Cash and Cash Equivalents

   $ 80,667     $ 103,344      

Senior Debt—Term B-2 Loan (Includes Current

   $ 632,415     $ 632,415      

Senior Debt—Revolver (Includes Current Portion)

   $ 219,000     $ 180,000      

Senior Secured Notes—2027

   $ 460,000     $ 460,000      

Senior Secured Notes—2029

   $ 540,000     $ 540,000      

Accounts Receivable Facility

   $ 75,000     $ 75,000      

Total Shareholders’ Equity

   $ 360,574     $ 520,619      
     Three Months Ended
June 30,
    Six Months Ended
June 30,
     2023     2022     2023     2022  



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


Net Income (Loss)

   $ (125,802   $ (773   $ (161,705   $ (11,846

Income Taxes (Benefit)

     (44,041     (242     (52,730     (4,139

Net Interest Expense

     34,548       24,529       66,929       48,000  

Corporate Expenses—Non-Cash Compensation

     674       2,113       1,852       3,933  

Station Expenses—Non-Cash Compensation

     433       990       1,146       2,160  

Depreciation And Amortization

     17,575       15,571       35,017       29,110  

Other Expenses

     222       147       268       497  

Restructuring Charges

     8,511       1,016       10,932       1,902  

COVID-19 Related Expenses

     —         164       91       353  

Non-Recurring Expenses Otherwise Included in
Corporate Expenses

     3       1,525       42       1,687  

Liability Management Expenses

     5,825       —         6,971       —    

Impairment Loss

     125,355       1,770       130,405       3,291  

Contingent Consideration Accretion and

     —         (7,987     —         (7,704

Deferred Compensation Expense

     965       —         965       —    

     Three Months Ended
June 30,
    Six Months Ended
June 30,
     2023     2022     2023     2022  

Other (Income) Expense

     —         (238     —         (238

Net (Gain) Loss On Sale Or Disposal of Assets

     (9,876     (105     (22,280     (2,563













Adjusted EBITDA

     14,392       38,480       17,903       64,443  













Net Interest Expense

     (34,548     (24,529     (66,929     (48,000

Deferred Financing Costs Included In Interest

     2,176       1,281       3,440       2,540  

Amortization Debt Premium Included In Interest

     (255     (256     (511     (512

Net Capital Expenditures

     (11,406     (32,382     (25,024     (46,904

Adjusted Income Taxes (Paid) Refunded

     (1,448     (409     (1,687     14,792  













Adjusted Free Cash Flow

   $ (31,089   $ (17,815   $ (72,808   $ (13,641












Document and Entity Information
Aug. 04, 2023
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001067837
Document Type 8-K
Document Period End Date Aug. 04, 2023
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
Security 12b Title Class A Common Stock, par value $.01 per share
Trading Symbol AUD
Security Exchange Name NYSE
Entity Emerging Growth Company false

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