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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 September 30, 2023
or
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)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Emerging growth company
Non-accelerated filer

Smaller reporting company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act and Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $.01 per shareAUD
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 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 Shares Outstanding as of October 31, 2023
Class B common stock, $0.01 par value – 134,839 Shares Outstanding as of October 31, 2023
i

AUDACY, INC.



Private Securities Litigation Reform Act Safe Harbor Statement
In addition to historical information, this report contains statements by us with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements reflect our current expectations concerning future results and events and are subject to significant risks and uncertainties. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, without limitation, any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance, including statements about our ability to continue as a going concern and a potential restructuring of our indebtedness under the protection of a bankruptcy court; any statements of belief; and any statements of assumptions underlying any of the foregoing.
You can identify forward-looking statements by our use of words such as “anticipates,” “believes,” “continues,” “expects,” “intends,” “likely,” “may,” “opportunity,” “plans,” “potential,” “project,” “will,” “could,” “would,” “should,” “seeks,” “estimates,” “predicts” and similar expressions which identify forward-looking statements, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecasted or anticipated in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We undertake no obligation to update these statements or publicly release the result of any revision(s) to these statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events, except as required by law.



iii

PART I
FINANCIAL INFORMATION
ITEM 1.     Financial Statements
AUDACY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(amounts in thousands)
(unaudited)
SEPTEMBER 30, 2023DECEMBER 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 other74,657 72,350 
Total current assets381,278 437,051 
Investments3,005 3,005 
Net property and equipment315,557 344,690 
Operating lease right-of-use assets198,702 211,022 
Radio broadcasting licenses1,693,670 2,089,226 
Goodwill63,915 63,915 
Assets held for sale2,476 5,474 
Other assets, net of accumulated amortization130,340 130,510 
TOTAL ASSETS$2,788,943 $3,284,893 
LIABILITIES:
Accounts payable$8,078 $14,002 
Accrued expenses66,396 72,488 
Other current liabilities93,916 80,549 
Operating lease liabilities40,238 40,815 
Long-term debt, current portion1,922,111  
Total current liabilities2,130,739 207,854 
Long-term debt 1,880,362 
Operating lease liabilities, net of current portion194,185 196,654 
Net deferred tax liabilities316,406 453,378 
Other long-term liabilities20,990 26,026 
Total long-term liabilities531,581 2,556,420 
Total liabilities2,662,320 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
11
Class C common stock $0.01 par value; non voting; authorized 50,000,000 shares; no shares issued and outstanding
  
Additional paid-in capital1,681,823 1,678,247 
Accumulated deficit(1,556,594)(1,160,618)
Accumulated other comprehensive income 1,344 2,942 
Total shareholders' equity126,623 520,619 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY$2,788,943 $3,284,893 
See notes to condensed consolidated financial statements.
1

AUDACY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except share and per share data)
(unaudited)
THREE MONTHS ENDEDNINE MONTHS ENDED
SEPTEMBER 30,
2023202220232022
NET REVENUES$299,166 $316,969 $857,314 $911,703 
OPERATING EXPENSE:
Station operating expenses255,989 260,031 756,038 746,936 
Depreciation and amortization expense18,310 18,345 53,327 47,455 
Corporate general and administrative expenses32,556 21,160 83,734 72,774 
Restructuring charges1,272 4,216 12,204 6,118 
Impairment loss272,656 176,784 403,061 180,075 
Net gain on sale or disposal(24)(10,665)(22,305)(13,228)
Change in fair value of contingent consideration (1,098) (8,802)
Other expenses74 72 426 474 
Total operating expense580,833 468,845 1,286,485 1,031,802 
OPERATING LOSS
(281,667)(151,876)(429,171)(120,099)
NET INTEREST EXPENSE36,011 28,113 102,940 76,113 
Other income   (238)
OTHER INCOME
   (238)
LOSS BEFORE TAX BENEFIT
(317,678)(179,989)(532,111)(195,974)
TAX BENEFIT
(83,345)(39,014)(136,075)(43,153)
NET LOSS(234,333)(140,975)(396,036)(152,821)
NET LOSS PER SHARE - BASIC$(49.64)$(30.35)$(84.29)$(32.92)
NET LOSS PER SHARE - DILUTED$(49.64)$(30.35)$(84.29)$(32.92)
WEIGHTED AVERAGE SHARES:
Basic4,720,371 4,645,375 4,698,242 4,641,546 
Diluted4,720,371 4,645,375 4,698,242 4,641,546 
See notes to condensed consolidated financial statements.
2

AUDACY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands)
(unaudited)
THREE MONTHS ENDEDNINE MONTHS ENDED
September 30,
2023202220232022
NET LOSS$(234,333)$(140,975)$(396,036)(152,821)
OTHER COMPREHENSIVE INCOME, NET OF TAXES:
Net unrealized (loss) gain on derivatives,
net of taxes (benefit)
(367)1,422 (1,598)3,198 
COMPREHENSIVE LOSS$(234,700)$(139,553)$(397,634)$(149,623)

See notes to condensed consolidated financial statements.


3

AUDACY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(amounts in thousands, except share data)
(unaudited)
Common Stock (1)
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Total
Class AClass B
SharesAmountSharesAmount
Balance, December 31, 20224,705,328 $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 awards195,724 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, 20234,873,980 $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, 20234,865,759 $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 awards950 — — — 749 — — 749 
Purchase of vested employee restricted stock units(146)— — — — — —  
Net unrealized gain (loss) on derivatives— — — — — — (367)(367)
Balance, September 30, 20234,866,563 $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.
4

AUDACY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(amounts in thousands, except share data)
(unaudited)
Common Stock (1)
Additional
Paid-in
Capital
(Accumulated
Deficit)
Accumulated
Other
Comprehensive
Income (Loss)
Total
Class AClass B
SharesAmountSharesAmount
Balance, December 31, 20214,668,678 $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, 20224,648,005 $47 134,839 $1 $1,673,450 $(1,031,013)$934 $643,419 
Net loss— — — — — (773)— (773)
Compensation expense related to granting of stock awards57,934 1 — — 2,480 — — 2,481 
Issuance of common stock related to the ESPP4,706 — — — 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, 20224,709,885 $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 ESPP6,606 — — — 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, 20224,710,739 $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.
5

AUDACY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

NINE MONTHS ENDED SEPTEMBER 30,
20232022
OPERATING ACTIVITIES:
Net loss$(396,036)$(152,821)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization53,327 47,455 
Net amortization of deferred financing costs (net of original issue discount and debt premium)4,071 3,064 
Net deferred tax benefit(136,075)(37,362)
Provision for bad debts2,157 1,006 
Net gain on sale or disposal(22,305)(13,228)
Non-cash stock-based compensation expense3,747 5,905 
Deferred compensation loss (gain)750 (5,835)
Impairment losses403,061 180,075 
Change in fair value of contingent consideration (8,802)
Changes in assets and liabilities (net of effects of acquisitions and dispositions):
Accounts receivable9,959 8,793 
Prepaid expenses and deposits(473)(15,679)
Other assets2,608 935 
Accounts payable and accrued liabilities(26,258)(18,808)
Accrued interest expense27,592 (1,383)
Operating leases(3,233) 
Other long-term liabilities(5,786)(12,944)
Net cash used in by operating activities(82,894)(19,629)
INVESTING ACTIVITIES:
Additions to property, equipment and software(34,642)(72,541)
Proceeds from sale of property, equipment, intangibles and other assets32,741 18,604 
Purchases of businesses and audio assets (5,040)
Net cash used in investing activities(1,901)(58,977)
6

AUDACY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(unaudited)

NINE MONTHS ENDED SEPTEMBER 30,
20232022
FINANCING ACTIVITIES:
Borrowing under the revolving senior debt39,000 90,000 
Payments of revolving senior debt (22,727)
Retirement of notes (10,000)
Proceeds from issuance of employee stock plan 386 
Purchase of vested employee restricted stock units(129)(1,892)
Payment of dividends on common stock(39) 
Payment of dividend equivalents on vested restricted stock units (178)
Repurchase of common stock(1) 
Net cash provided by financing activities38,831 55,589 
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH(45,964)(23,017)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR103,344 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$69,816 $71,439 
Income taxes$2,233 $(14,779)

See notes to condensed consolidated financial statements.
7

AUDACY, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
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 on the 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".
The interim unaudited condensed consolidated financial statements included herein have been prepared by Audacy, Inc. and its subsidiaries (collectively, the “Company”) in accordance with: (i) generally accepted accounting principles (“U.S. GAAP”) for interim financial information; and (ii) the instructions of the Securities and Exchange Commission (the “SEC”) for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal and recurring nature. The Company’s results are subject to seasonal fluctuations and, therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.
This Form 10-Q should be read in conjunction with the consolidated financial statements and related notes included in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2022, and filed with the SEC on March 16, 2023, as part of the Company’s Annual Report on Form 10-K (the "2022 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 Annual Report.
On June 30, 2023, we effected a one-for-thirty reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of Class A and Class B common stock, par value $0.01 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.
Going Concern
In accordance with Accounting Standards Codification ("ASC") 205-40, Going Concern, the Company continues to critically review its liquidity and anticipated capital requirements, including for service of the Company's debt, in light of the significant uncertainty created by 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 unaudited consolidated financial statements are issued.
Current macroeconomic conditions 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 forecasted 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, and initiating a variety of transactions to manage the Company’s 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 overall leverage. The Company is unable to predict with certainty the impact that the current
8

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.

As of September 30, 2023, the Company was in compliance with its debt and related covenants, some of which were 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.
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 the Company be unable to continue as a going concern.
Refer to Note 8, 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.
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 Consolidated Balance Sheets to the total of amounts reported in the Condensed Consolidated Statements of Cash Flow.
Cash, Cash Equivalents and Restricted CashSeptember 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.




9

2.    ACQUISITIONS AND DISPOSITIONS
The Company records acquisitions under the acquisition method of accounting, and allocates the purchase price to the assets and liabilities based upon their respective fair values as determined as of the acquisition date. Merger and acquisition costs are excluded from the purchase price as these costs are expensed as incurred for book purposes and amortized for tax purposes.


2023 Dispositions
During the first quarter of 2023, the Company completed the sale of tower assets for $16.9 million. The Company recognized a gain on the sale, net of commissions and other expenses, of $14.5 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.
10

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,
Restructuring Charges2023202220232022
(amounts in thousands)
Costs to exit duplicative and loss-making contracts$886 $ $8,925 $ 
Workforce reduction343 3,649 2,908 5,300 
Other restructuring costs43 567 371 818 
Total restructuring charges$1,272 $4,216 $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 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. The restructuring plans 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.
Restructuring Charges OutstandingNine Months Ended September 30, 2023Twelve Months Ended December 31, 2022
(amounts in thousands)
Restructuring charges, beginning balance$2,750 $2,623 
Additions12,204 10,008 
Payments/Settlements(13,962)(9,881)
Restructuring charges unpaid and outstanding992 2,750 
Restructuring charges - noncurrent portion  
Restructuring charges - current portion$992 $2,750 
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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, Cadence 13, LLC ("Cadence13"), the Company embeds advertisements in its owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. The Company recognizes revenue at a point in time when the advertisements are delivered and the performance obligations are satisfied. Revenues are recorded on a net basis, after the deduction of advertising agency fees by the advertising agencies.
Through its podcast studio, Pineapple Street Media LLC ("Pineapple"), the Company creates podcasts, for which it earns production fees. Performance obligations include the delivery of episodes. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the term of the production contract.
Through its agency, DMS, the Company fulfills advertisers campaigns through reach extension business partners, allowing us to offer solutions for any kind of advertiser. The company recognizes revenue and cost at the time of delivery. All revenue is recognized on a net basis, after the deduction of advertising agency fees.
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.
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, logo, product information, slogan or neutral descriptions of the sponsors' goods or services in acknowledgement of their support. These revenues are fixed based upon contractually agreed upon terms. The Company recognizes revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included.


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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 $0.6 million and $0.8 million as of September 30, 2023 and December 31, 2022, respectively.
Accounts Receivable - Contract BalancesSeptember 30,
2023
December 31,
2022
(amounts in thousands)
Receivables, net, included in Accounts receivable net of allowance for doubtful accounts$248,610 $260,509 
Unearned revenue - current13,824 13,687 
Unearned revenue - noncurrent350 403 
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. 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:
Unearned Contract RevenueNine Months Ended
September 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 period7,986 
Ending balance$14,174 
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Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by revenue source:
Three Months Ended
September 30,
Revenue by Source20232022
(amounts in thousands)
Spot revenues$185,646 $204,742 
Digital revenues64,792 62,685 
Network revenues22,516 23,663 
Sponsorships and event revenues13,825 13,760 
Other revenues12,387 12,119 
Net revenues$299,166 $316,969 

Nine Months Ended
September 30,
Revenue by Source20232022
(amounts in thousands)
Spot revenues$532,069 $584,363 
Digital revenues188,373 190,024 
Network revenues63,208 66,592 
Sponsorships and event revenues38,207 35,724 
Other revenues35,457 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,
Lease Cost20232022
(amounts in thousands)
Operating lease cost
$12,165 $12,605 
Variable lease cost
4,492 3,122 
Total lease cost
$16,657 $15,727 

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Nine Months Ended September 30,
Lease Cost20232022
(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,
Other information related to leases20232022
(dollars in thousands)
Cash paid for amounts included in measurement of lease liabilities
       Operating cash flows from operating leases$41,006 $41,072 
Right-of-use assets obtained in exchange for new operating lease liabilities$43,657 $22,227 
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, and Note 14, Assets Held For Sale, for additional information.
Broadcast Licenses Carrying AmountSeptember 30,
2023
December 31,
2022
(amounts in thousands)
Broadcasting licenses balance as of January 1,$2,089,226 $2,251,546 
Disposition of radio stations (See Note 2)(4,956)(4,377)
Acquisitions (See Note 2) 2,002 
Loss on impairment(390,600)(159,089)
Assets held for sale (See Note 14) (856)
Ending period balance$1,693,670 $2,089,226 
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The following table presents the changes in goodwill. Refer to Note 2, Business Combinations, for additional information.
Goodwill Carrying AmountSeptember 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 
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 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.
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 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 the 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.
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
The following table reflects the estimates and assumptions used in the interim and annual broadcasting licenses impairment assessments of each year.
Estimates and AssumptionsThird Quarter
2023
Second Quarter 2023Fourth Quarter 2022
Discount rate10.0 %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
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 result in the need for an impairment assessment for any goodwill, particularly the results of operations, increase in interest rates and related impact on the weighted average cost of capital and changes in stock price, and concluded an interim impairment assessment was warranted. 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.

Assumptions and Results - Goodwill
The following table reflects the estimates and assumptions used in the interim and annual goodwill impairment assessments.
Estimates and Assumptions
Third Quarter
2023
Second Quarter 2023Fourth Quarter 2022
Discount rate - podcast reporting unit11.5 %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 LiabilitiesSeptember 30,
2023
December 31,
2022
(amounts in thousands)
Accrued interest payable$42,525 $14,933 
Accrued compensation15,410 25,730 
Unearned revenue13,824 13,687 
Advertiser obligations7,510 6,465 
Other14,647 19,734 
Total other current liabilities$93,916 $80,549 






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8.    LONG-TERM DEBT
Long-term debt was comprised of the following as of the periods indicated:
Long-Term DebtSeptember 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, 2024632,415 632,415 
Plus unamortized premium905 1,116 
852,320 813,531 
2027 Notes
6.500% notes due May 1, 2027
460,000 460,000 
Plus unamortized premium2,663 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, 202475,000 75,000 
Other debt23 23 
Total debt before deferred financing costs1,930,006 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 
As discussed in Note 1, 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, 2023 we executed amendments to the Credit Facility (as defined below) and Accounts Receivable Facility (as defined below) that, among other things, waived the requirement for the Company to comply with the Consolidated Net First Lien Leverage Ratio financial covenant for the quarterly test period ended September 30, 2023. While we received this waiver for the September 30, 2023 quarterly testing period, we have concluded that it is unlikely we will be able to maintain compliance with this financial covenant at the testing periods over the next 12 months. As a result, all debt has been reclassified to current on the condensed consolidated balance sheet as of September 30, 2023. 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
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obligations, in which case the Company may pursue a process to restructure its indebtedness under the protection of a bankruptcy court.
Refer to Note 1, Basis of Presentation And Significant Policies—Going Concern, 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.
(A) Senior Debt
The Credit Facility
The Company's credit agreement (the "Credit Facility"), as amended, is currently comprised of the $227.3 million Revolver maturing August 19, 2024 and a term B-2 loan (the "Term B-2 Loan") maturing November 17, 2024.
The Credit Facility has usual and customary covenants including, but not limited to, a net first lien leverage ratio, restricted payments and the incurrence of additional debt. Specifically, the Credit Facility requires the Company to comply with a certain financial covenant which is a defined term within the agreement, including a maximum Consolidated Net First-Lien Leverage Ratio that cannot exceed 4.0 times.
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.
Failure to comply with the Company’s financial covenants or other terms of its 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 Credit Facility. Any event of default could have a material adverse effect on the Company’s business and financial condition. The acceleration of the Company’s debt repayment could have a material adverse effect on its business. The Company may continue to seek from time to time to amend its Credit Facility or obtain other funding or additional funding, which may not be successful or result in higher interest rates.
As of September 30, 2023, the Company was in compliance with the financial covenants and all other terms of the Credit Facility in all material respects due to the amendment and waiver described above. 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 is dependent on the Company’s Consolidated Net First-Lien Leverage Ratio at the time of such borrowing.
The 2027 Notes

During 2019, the Company and its finance subsidiary, Audacy Capital Corp. issued $325.0 million in aggregate principal amount of senior secured second-lien notes due May 1, 2027 (the "Initial 2027 Notes").

During the fourth 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 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 principal amount plus accrued interest. On or after May 1, 2022, the 2027 Notes may be redeemed, in whole or in part, at a price of 104.875% of their principal amount plus accrued interest. The prepayment premium continues to decrease over time to 100% of their principal amount plus accrued interest.

During the 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.

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 2029 Notes

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 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 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.
Yield is payable to Investors under the Receivables Purchase Agreement at a variable rate based on either the Secured Overnight Financing Rate ("SOFR") or commercial paper rates plus a margin. Collections on the accounts receivable: (x) 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: (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.

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.

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) Net Interest Expense
The components of net interest expense are as follows:
Three Months Ended September 30,
Net Interest Expense20232022
(amounts in thousands)
Interest expense$34,870 $27,076 
Amortization of deferred financing costs1,397 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 
Nine Months Ended
September 30,
Net Interest Expense20232022
(amounts in thousands)
Interest expense$98,868 $73,119 
Amortization of deferred financing costs4,838 3,832 
Amortization of original issue premium of Senior Notes(766)(768)
Interest income and other investment income (70)
Total net interest expense$102,940 $76,113 
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:
Type
Of
Hedge
Notional
Amount
Effective
Date
CollarFixed
SOFR
Rate
Expiration
Date
(amounts
 in millions)
Cap2.75%
Collar$90.0 Jun. 25, 2019Floor0.402%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. The Company expects to reclassify $1.8 million of this amount to the condensed consolidated statement of operations over the next twelve months.
The following table presents the accumulated derivative gain (loss) recorded in other comprehensive income (loss) as of September 30, 2023 and December 31, 2022:
Accumulated Derivative GainSeptember 30,
2023
December 31,
2022
(amounts in thousands)
Accumulated derivative unrealized gain$1,344 $2,942 
The following tables present the accumulated net derivative gain (loss) recorded in other comprehensive income (loss) for the nine months ended September 30, 2023 and September 30, 2022:

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,
2023202220232022
(amounts in thousands)
$(367)$1,422 $528 $ 

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,
2023202220232022
(amounts in thousands)
$(1,598)$3,198 $2,826 $232 

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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10.    NET LOSS PER COMMON SHARE
The following tables present the computations of basic and diluted net loss per share from continuing operations:
Three Months Ended
September 30,
Nine Months Ended September 30,
Net Loss per Common Share2023202220232022
(amounts in thousands, except per share data)
Basic (Loss) Per Share
Numerator:
Net loss $(234,333)$(140,975)