AUDACY, INC. Form 8-K Current Event Report Filed 2021-05-07

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

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)

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

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. The acquisition fills an industry-wide gap in helping brands of all sizes tap into the hard-to-access micro-influencer community. Partnership with BetMGM. We reached a multi-year, multi-platform agreement with BetMGM, a leader in the mobile sports betting space. The deal provides BetMGM with priority access to Audacy assets and will showcase their expansive digital offerings to the millions of sports fans across the country who tune in daily to Audacys portfolio of broadcast stations, podcasts and shows. This alliance comes only months after the announcement of a landmark, multi-year partnership with Fan Duel designating them as the Official Sportsbook of Audacy. That non-exclusive transaction remains the single largest advertising deal in the history of the radio industry and provides Fan Duel with the dominant position across the spectrum of Audacys distribution channels. Audacy at the IAB Newfronts. We presented at the IAB NewFronts and will present at the Podcast Upfronts, the media industrys two premiere events designed for advertisers and media buyers to preview the latest in digital content and podcast programming. Audacy is the only audio-only company represented at this years event.

Earnings Conference Call and Company Information Audacy will hold a conference call and simultaneous webcast regarding the quarterly earnings release on Friday, May 7, 2021, at 10:00 AM Eastern Time. To participate in the conference call, please dial (877) 407-9208 or (201) 493-6784 five minutes prior to the start of the call and provide the following conference name: Audacy First Quarter 2021 Earnings Call. Participants may also listen to a live webcast of the call by visiting http://public.viavid.com/index.php?id=144603. A playback of the conference call will be available for one week by dialing (844) 512-2921 or (412) 317-6671 and inputting the following ID: 13719160. A webcast replay of the conference will be available shortly after the call at the above link. Additional information is available on the Companys website at www.audacyinc.com.

About Audacy Audacy, Inc. (NYSE: AUD) is a scaled, multi-platform audio content and entertainment company with the countrys best radio broadcasting group, a leader in virtually every segment of audio, and Americas #1 creator of original, premium audio. Audacy engages over 170 million consumers each month, bringing people together around the news, sports, podcasts and music that matter to them. Learn more at www.audacyinc.com, Facebook (Audacy Corp) and Twitter (@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.

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

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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, non-recurring expenses/ recoveries otherwise included in corporate or station expenses, (gain) loss on early extinguishment of debt, and (gain) loss on sale or disposition of assets.

Adjusted Free Cash Flow consists of net income (loss): (i) plus depreciation and amortization; (gain) loss on sale or disposal of assets; 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, other income and non-recurring expenses/recoveries otherwise included in corporate or station expenses; 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 Companys 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 Companys 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 Companys 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

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document 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 The information in this news release is being widely disseminated in accordance with the Securities and Exchange Commissions Regulation FD. This news announcement contains certain forward-looking statements that are based upon current expectations and certain unaudited information that is presented for illustrative purposes only and involves certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Additional information and key risks are described in the Companys filings on Forms S-4, 8-K, 10-Q and 10-K with the Securities and Exchange Commission. Readers should note that these statements might be impacted by several factors including changes in the economic and regulatory climate and the business of radio broadcasting, in general. The unaudited pro forma information and same station operating data reflect adjustments and are presented for comparative purposes only and do not purport to be indicative of what has occurred or indicative of future operating results or financial position. Accordingly, the Companys actual performance may differ materially from those stated or implied herein. The Company assumes no obligation to publicly update or revise any unaudited pro forma or forward-looking statements.

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document AUDACY, INC. FINANCIAL DATA (amounts in thousands, except per share data) (unaudited)

Three Months Ended March 31, 2021 2020 STATEMENTS OF OPERATIONS Net Revenues $240,764 $297,030 Station Expenses 211,422 249,549 Station Expense - Non-Cash Compensation 1,073 502 Corporate Expenses 21,913 15,959 Corporate Expenses - Non-Cash Compensation 1,667 1,278 Depreciation And Amortization 11,592 12,498 Impairment Loss 644 1,050 Restructuring Charges 185 4,209 Integration Costs 622 Refinancing Expenses 473 Other 14 Total Operating Expenses 248,983 285,667 Operating Income (Loss) (8,219 ) 11,363 Net Interest Expense 21,160 23,621 Net (Gain) Loss on Early Extinguishment of debt 8,168 Income (Loss) Before Income Taxes (37,547 ) (12,258 ) Income Taxes (Benefit) (15,899 ) (3,120 ) Net Income (Loss) $(21,648 ) $(9,138 ) Net Income (Loss) Per Share - Basic $(0.16 ) $(0.07 ) Net Income (Loss) Per Share - Diluted $(0.16 ) $(0.07 ) Dividends Declared And Paid Per Common Share $0.00 $0.02 Weighted Common Shares Outstanding - Basic 135,379 134,890 Weighted Common Shares Outstanding - Diluted 135,379 134,890 SUPPLEMENTAL BREAKDOWN OF REVENUE BY TYPE Spot (local and national) $154,294 $203,414 Digital (including podcasting) 49,840 42,510 Network 17,570 21,295 Sponsorships and Events 9,158 16,856 Other 9,902 12,955 $240,764 $297,030 Political $1,263 $7,745

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SUPPLEMENTAL BREAKDOWN OF REVENUE BY FORMAT Music $129,746 $175,322 Sports 41,638 47,644 News/Talk 42,554 50,546 Non-format specific 26,826 23,518 $240,764 $297,030 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Net Capital Expenditures $7,280 $8,899 Adjusted Income Taxes Paid (Refunded) $(493 ) $1,297 Cash Dividends On Common Stock Declared And Paid $ $2,692 SELECTED BALANCE SHEET DATA

March 31, December 31, 2021 2020 Cash and Cash Equivalents $51,530 $30,964 Senior Debt - Term B-2 Loan (Includes Current Portion) $677,006 $754,006 Senior Debt - Revolver $74,727 $114,727 Senior Secured Notes - 2027 $425,000 $425,000 Senior Secured Notes - 2029 $540,000 $ Senior Notes $ $400,000 Total Shareholders Equity $624,325 $644,738 OTHER FINANCIAL DATA Reconciliation Of GAAP Net Income (Loss) To Adjusted EBITDA Net Income (Loss) $(21,648 ) $(9,138 ) Income Taxes (Benefit) (15,899 ) (3,120 ) Net Interest Expense 21,160 23,621 Corporate Expenses - Non-Cash Compensation 1,667 1,278 Station Expenses - Non-Cash Compensation 1,073 502 Depreciation And Amortization 11,592 12,498 Restructuring Charges 185 4,209 Integration Costs 622 COVID-19 Related Expenses 206 Non-Recurring Items Included in Operating Expenses 2,658 3,000 Impairment Loss 644 1,050 Refinancing Expenses 473 Other 14 (Gain) Loss On Early Extinguishment Of Debt 8,168 Adjusted EBITDA $10,293 $34,522

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Reconciliation of GAAP Net Income (Loss) To Adjusted Free Cash Flow Net Income (Loss) $(21,648) $(9,138 ) Depreciation And Amortization 11,592 12,498 Deferred Financing Costs Included In Interest Expense 1,041 946 Amortization Debt Premium Included In Interest Expense (848 ) (849 ) Non-Cash Compensation Expense 2,740 1,780 Integration Costs 622 Restructuring Charges 185 4,209 COVID-19 Related Expenses 206 Non-Recurring Items Included in Operating Expenses 2,658 3,000 Impairment Loss 644 1,050 Refinancing Expenses 473 Other 26 (Gain) Loss On Early Extinguishment Of Debt 8,168 Income Taxes (Benefit) (15,899) (3,120 ) Net Capital Expenditures, Including Amortizable Intangibles (7,280 ) (8,899 ) Adjusted Income Taxes (Paid) Refunded 493 (1,297 ) Adjusted Free Cash Flow $(17,449) $802

Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Document and Entity May 07, 2021 Information Cover [Abstract] Amendment Flag false Entity Central Index Key 0001067837 Document Type 8-K Document Period End Date May 07, 2021 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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