AUDACY, INC. Form 8-K Current Event Report Filed 2021-05-07
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SECURITIES AND EXCHANGE COMMISSION FORM 8-K Current report filing Filing Date: 2021-05-07 | Period of Report: 2021-05-07 SEC Accession No. 0001193125-21-154140 (HTML Version on secdatabase.com) FILER AUDACY, INC. Mailing Address Business Address 2400 MARKET STREET 2400 MARKET STREET CIK:1067837| IRS No.: 231701044 | State of Incorp.:PA | Fiscal Year End: 1231 4TH FLOOR 4TH FLOOR Type: 8-K | Act: 34 | File No.: 001-14461 | Film No.: 21900357 PHILADELPHIA PA 19103 PHILADELPHIA PA 19103 SIC: 4832 Radio broadcasting stations 610-660-5610 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2021 AUDACY, INC. (Exact Name of Registrant as Specified in Charter) Pennsylvania 001-14461 23-1701044 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 2400 Market Street, 4th Floor Philadelphia, Pennsylvania 19103 (Address of Principal Executive Offices) (Zip Code) Registrant’s telephone number, including area code: (610) 660-5610 (Former name or former address, changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Name of each exchange Title of each class Symbols on which registered Class A Common Stock, par value $.01 per AUD New York Stock Exchange share 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. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Item 2.02. Results of Operations and Financial Conditions On May 7, 2021, Audacy, Inc. (the “Company”) issued a press release (the “Press Release”) announcing first quarter 2021 results. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference in any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Item 9.01. Exhibits (d) Exhibits Exhibit No. Title 99.1 Audacy, Inc.’s Press Release, issued May 7, 2021 104 Cover Page Interactive Data File (embedded within the XBRL file) Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Audacy, Inc. By: /s/ Andrew P. Sutor, IV Andrew P. Sutor, IV Executive Vice President Dated: May 7, 2021 2 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Exhibit 99.1 For Immediate Release Investor Contacts: May 7, 2021 Joseph Jaffoni, Jennifer Neuman, Norberto Aja JCIR (212) 835-8500 [email protected] AUDACY REPORTS FIRST QUARTER RESULTS Philadelphia, PA Audacy, Inc. (NYSE: AUD) today reported financial results for the quarter ended March 31, 2021. From David J. Field, President and Chief Executive Officer, Audacy: The year has gotten off to an active start as we successfully completed the rebranding of the company to Audacy, reflecting our transformational progress into a leading, multi-platform audio content and entertainment company with scaled audience reach and a leadership position in virtually every key segment of the dynamic and growing audio market. We are in the midst of a strong, albeit uneven, advertising recovery reflecting the nature of our business mix. First quarter digital revenues grew 17% and national revenues rebounded to prior year levels, but local ad revenues remained behind as many of our customers continue to be impacted by the pandemic. Because the local radio advertiser base is weighted toward later-stage recovery categories including restaurants, concerts and entertainment, movies, travel, and theme parks, we anticipate a strong recovery of local advertising across these businesses during the third and fourth quarters. Our second quarter pacings are up more than 60% over 2020 reflecting massive improvements across all segments of our business from the depressed levels of the prior year. In another strong sign of recovery, our average local customer spending levels are now exceeding their average 2019 spending levels. Total local ad spending is down because of a decline in the number of customers with a significant majority of those inactive accounts concentrated in later-stage recovery business categories. During the quarter, we announced and completed the acquisition of Podcorn, the countrys #1 podcast influencer marketplace hosting over 44,000 podcast creators, substantially bolstering our customer product offerings. We also announced a multi-year agreement with BetMGM making them a preferred sports betting partner of the Company. We are emerging from the pandemic as a meaningfully stronger and better positioned company with significantly enhanced growth potential and are excited by the opportunities ahead as we continue to drive innovation and development of new products, content, and capabilities. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document First Quarter Summary Net revenues for the quarter were $240.8 million, down 19% compared to $297.0 million in the first quarter of 2020 Digital revenues were $49.8 million, up 17% compared to the first quarter of 2020 Our events business, which pre-COVID contributed 3% of our first quarter revenues, continued to be significantly disrupted and our event revenues for the quarter were down 98% compared to the first quarter of 2020 Total operating expenses for the quarter were $249.0 million, down 13% compared to $285.7 million in the first quarter of 2020 Operating loss for the quarter was $8.2 million, which included a non-cash impairment charge of $0.6 million, compared to operating income of $11.4 million in the first quarter of 2020 Adjusted EBITDA for the quarter was $10.3 million, compared to $34.5 million in the first quarter of 2020 In March, we issued $540 million of 6.75% senior secured second-lien notes and refinanced our 7.25% senior unsecured notes and paid down $117 million of our first-lien debt Liquidity at the end of the first quarter was $220.8 million, up from $160.2 million at year end, comprised of $169.3 million of available revolver capacity and $51.5 million of cash on-hand Recent Company Developments Entercom Rebrands as Audacy. On March 30th, we announced the transition to a new brand name, Audacy, reflecting our transformation into a scaled, multi-platform audio content and entertainment company with a leadership position in virtually every segment of the growing audio market. Audacys stock ticker officially changed from ETM to AUD on April 9th. Podcasting Star Power. Our Cadence13 studio entered into an exclusive podcast partnership with global superstar Demi Lovato, renowned singer, actress, and activist. C13Originals expanded its partnership with Pulitzer Prize-winning historian and author Jon Meacham to launch Shining City Audio, a history-focused podcast studio co-venture. C13Features, Cadence13s pioneering scripted studio, unveiled the first three feature-length fictionalized audio movies for your ears, slated to launch within the next year, with more to follow. Cadence13 is working closely with Endeavor Content on its initial C13Features slate, leveraging their relationships, and working jointly to develop film and television projects based on the IP. Pineapple Street Studios launched two original docuseries, My Fugitive and Stay Away from Matthew MaGill, with exclusive binge windows on Audacy. Pineapple Street Studios also created the hit original docuseries Welcome to Your Fantasy, launched Netflix Behind the Scenes: Shadow and Bone, and Hulus Your Attention Please companion podcasts. Finally, Audacy announced a distribution partnership with The Rich Eisen Show. Acquisition in Podcasting. We acquired Podcorn, the nations #1 podcast influencer marketplace, for $14.6 million in cash and a performance-based earn out over the next three years. Podcorns marketplace includes over 44,000 creators and has facilitated thousands of podcast ad campaigns. Podcorn creates an infrastructure for enabling direct Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document podcaster and advertiser relationships, surfacing the most relevant matches to scale native branded content, drive higher ROI for brands, and enhance how podcast creators monetize their content.