We operate digital properties on multiple platforms, including websites, mobile apps, and social media. We expand our reach and engagement with unique digital content and amplify brand impact through social media integration with influential local talent.

Our unique leadership position in podcasting leverages our scale across most of the top 50 markets, our enhanced targeted data capabilities, our top-rated portfolio of spoken word brands, and Cadence13, Pineapple Street and 2400Sport's2400Sports' capabilities as among the industry's leading developers and sellers of original podcast content.

The primary source of revenue for our radio stations is the sale of advertising time to local, regional and national advertisers and national network advertisers who purchase commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. A station’s local sales staff generates the majority of its local and regional advertising sales through direct solicitations of local advertising agencies and businesses. We retain a national representation firm to sell to advertisers outside of our local markets.

Our stations are typically classified by their format, such as news, sports, talk, classic rock, urban, adult contemporary, alternative and country, among others. A station’s format enables it to target specific segments of listeners sharing certain demographics. Advertisers and stations use data published by audience measuring services to estimate how many people within particular geographical markets and demographics listen to specific stations. Our geographically and demographically diverse portfolio of radio stations allows us to deliver targeted messages to specific audiences for advertisers on a local, regional and national basis.

A growing source of our revenues areis derived from our digital and podcasting operations. The podcast advertising market is growing rapidly and werapidly. We believe the acquisitions of Cadence13, Pineapple Street and Podcorn along with the 2022 launch of orour 2400Sports studio and locally produced podcast content across our newsrooms and studios in top USU.S. markets position us well for sustained success in this space due to the scale of our radio broadcasting platform, and the powerful symbiotic opportunities, driven by our leading position in sports, news, and local personalities. The primary source of revenue for our podcasting operations is the sale of advertising time to regional and national advertisers who purchase commercials inof varying lengths.

We sell air-time to advertisers and broadcast commercials at agreed upon dates and times. Our performance obligations are broadcasting advertisements for advertisers at specifically identifiable days and dayparts. The amount of consideration we receive and revenue we recognize is fixed based upon contractually agreed upon rates. We recognize 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.

We provide targeted advertising through the sale of streaming and display advertisements on our station streams and digital platforms. Performance obligations include delivery of advertisements over our platforms or delivery of targeted advertisements directly to consumers. We recognize 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.

We also provide embedded advertisements in our owned and operated podcasts and other on-demand content. Performance obligations include delivery of advertisements. We recognize 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.

We also operate a premier digital agency business that serves local and national advertisers. Our offerings span all facets of digital advertising, with a suite of products that can fit nearly every advertiser's needs, helping them generate strong returns from their digital campaigns. Advertisers can seamlessly buy across our broadcast platform, our owned digital assets like streaming and podcasting, and our third-party digital offerings like search, social, email and video.

We sell air-time on our Audacy Audio Network. The amount of consideration we receive and revenue we recognize is fixed based upon contractually agreed upon rates. We recognize 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.

We sell advertising space at live and local events hosted by uswe host across the country. We also earn 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. TheseWe recognize these revenues are recognized at a point in time, as the event occurs and the performance obligations are satisfied.

We also sell sponsorships including, but not limited to, naming rights related to our programs or studios. Performance obligations include the mentioning or displaying of the sponsors'sponsor's name, logo, product information, slogan or neutral descriptions of the sponsors'sponsor's goods or services in acknowledgement of theirthe sponsor's support. These revenues are fixed based upon contractually agreed upon terms. We recognize revenue over the length of the sponsorship agreement based upon the fair value of the deliverables included.

We earn revenues from on-site promotions and endorsements from talent. Performance obligations include the broadcasting of such endorsements at specifically identifiable days and dayparts or at various local events. We recognize revenue at a point in time when the performance obligations are satisfied.

We earn trade and barter revenue by providing advertising broadcast time in exchange for certain products, supplies, and services. We include 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. We recognize revenue at a point in time when the advertisements are broadcast and the performance obligations are satisfied.

The radio broadcasting, digital and podcasting industries are highly competitive. We compete for listeners and advertising revenue with other radio stations, podcasters, audio and event companies. Specifically, we compete for audiences and advertising revenues with other media including: digital audio streaming, podcasts, satellite radio, social media, search and other forms of pure-play digital media, broadcast television, digital, satellite and cable television, newspapers and magazines, outdoor advertising, direct mail, yellow pages,Yellow Pages, wireless media alternatives, cellular phones and other forms of audio entertainment and advertisement.

We believe our robust portfolio of assets and integrated solutions offeroffers advertisers today's most engaged audiences through targeted reach, brand amplification and local activation at a national scale, which allows us to compete effectively against other broadcast radio operators and other media.

The following is a brief summary of certain provisions of the Communications Act and of certain specific FCC regulations and policies. This summary is not a comprehensive listing of all of the regulations and policies affecting owners and operators of radio stations. For further information concerning the nature and extent of federal regulation of the radio stations,broadcasting industry, you should refer to the Communications Act, FCC rules and FCC public notices and rulings.

The FCC is required to renew a broadcast station’s license if the FCC finds that (i) the station has served the public interest, convenience and necessity; (ii) there have been no serious violations by the licensee of the Communications Act or the FCC’s rules and regulations; and (iii) there have been no other violations by the licensee of the Communications Act or the FCC’s rules and regulations that, taken together, constitute a pattern of abuse. If a challenge is filed against a renewal application, and, as a result of an evidentiary hearing, the FCC determines that the licensee has failed to meet certain fundamental requirements and that no mitigating factors justify the imposition of a lesser sanction, the FCC may deny a license renewal application. In certain instances, the FCC may renew a license application for less than a full eight-year term. Historically, our FCC licenses have generally been renewed for the full term.

FCC regulations prohibit the broadcast of obscene material at any time as well as the broadcast, between the hours of 6:00 a.m. and 10:00 p.m., of material it considers “indecent” or “profane”. The FCC has historically enforced licensee compliance in this area through the assessment of monetary forfeitures. Such forfeitures may include: (i) imposition of the maximum

AM and FM radio stations may use the FCC selected In-Band On-Channel (“IBOC”) as the exclusive technology for terrestrial digital operations. IBOC is known as “HD Radio.” We currently use HD Radio digital technology on most of our FM stations. The advantages of digital audio broadcasting over traditional analog broadcasting technology include improved sound quality, the availability of additional channels and the ability to offer a greater variety of auxiliary services.

As of December 31, 2022,2023, we had 3,5393,530 full-time employees and 1,4301,340 part-time employees. With respect to certain of our stations in our Boston, Chicago, Detroit, Hartford, Kansas City, Los Angeles, Minneapolis, New York City, Philadelphia, Pittsburgh, San Francisco and St. Louis markets, we are a party to collective bargaining agreements with the Screen Actors Guild - American Federation of Television and Radio Artists ("SAG-AFTRA"). With respect to certain of our stations in our Chicago, Los Angeles, and New York City markets, we are a party to collective bargaining agreements with the Writers Guild of America East ("WGAE") and/or Writers Guild of America West ("WGAW"). Our Pineapple Street Studios also recentlypreviously recognized the WGAE as representing certain employees of that division and is in the process of negotiating an initial contract. With respect to certain of our stations in our Chicago, Los Angeles, New York City, San Francisco, and St. Louis markets, we are a party to collective bargaining agreements with the International Brotherhood of Electrical Workers ("IBEW"). Finally, the Digital and Multimedia Workers Union recentlypreviously was certified to represent certain employees in our San Francisco market. We believe that our relations with our employees are good.

As the owner, lessee or operator of various real properties and facilities, we are subject to various federal, state and local environmental laws and regulations. Historically, compliance with these laws and regulations has not had a material adverse effect on our business.

Seasonal revenue fluctuations are common in the radio broadcasting industry and are due primarily to fluctuations in advertising expenditures. Typically, revenues are lowest in the first calendar quarter of the year. Due to this seasonality and certain other factors, the results of interim periods may not necessarily be indicative of results for the full year. In additions,addition, our operations are impacted by political cycles and generally experience higher revenues in congressional and presidential election years. This cyclicity may affect comparability between years.

You can find more information about us that includes a list of our stations in each of our markets on our Internet website located at www.audacyinc.com. Our Annual ReportReports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and any amendments to those reports are available free of charge through our Internet website as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission (the “SEC”).SEC. The contents of our websites are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only. We will also provide a copy of our annual reportthis Annual Report on Form 10-K upon any written request.

Risks and uncertainties associated with our Chapter 11 Cases include the following:

We operate in a highly competitive business. We compete for audiences with advertising revenues as our principal source of income. We compete directly with other radio stations, as well as with other media, such as broadcast, cable and satellite television, satellite radio and pure-play digital audio, newspapers and magazines, national and local digital services, outdoor advertising and direct mail. We also compete for advertising dollars with other large companies such as Facebook, Google and Amazon. We have diversified our business but are still heavily dependent on radio. Radio continues to be challenged given the current macroeconomic conditionsother forms of media available, and novel coronavirus ("COVID-19") global pandemicthere is no guarantee that radio will be able to regain share from its competition. Audience ratings and market shares are subject to change, and any decrease in our listenership ratings or market share in a particular market could have a material adverse effect on the revenues of our stations located in that market. Audience ratings and market shares could be affected by a variety of factors, including changes in the format or content of programming (some of which may be outside of our control), personnel changes, demographic shifts and general broadcast listening trends. Adverse changes in any of these areas or trends could adversely impact our business, financial condition, results of operations and cash flows. Our ability to compete effectively depends in part on our operationsability to achieve a competitive cost structure during the Chapter 11 Cases. If we cannot do so, then our business, financial condition and the operations of our customers, have had, andoperating results would be adversely affected.

As a resultOur business could be materially and adversely affected by the risks, or the public perception of the current macroeconomic conditionsrisks, related to a pandemic, epidemic, or other health crises, like the COVID-19 pandemic. The COVID-19 pandemic, and resulting economic downturn, disrupted our business and negatively impacted our employees, partners and third-party service providers. In particular, effects of the COVID-19 pandemic, we have experiencedsuch as economic instability, remote work and may continue to experience disruptions that have adversely impacted our business, results of operations and financial position. Specifically, our national and local businesses that we currently rely on with respect to our operations, may continue to experiencetravel restrictions, disruptions in supply chains, rising inflation and interest rates, labor market constraints, closing of facilities and suspension of production, and reduction in demand for manyour goods and services.services, negatively affected our business. These disruptions could continue to resultresulted in a decrease in advertising spend, and/or heighten the risk with respect to collectability of our accounts receivable. These disruptions havewhich adversely impacted our revenue, results of operations and financial operations.

Additionally,The degree to which pandemics, epidemics and other public health crises will affect our Credit Facility requires us to maintain compliance with a maximum Consolidated Net First Lien Leverage Ratio (as definedbusiness in the Credit Facility)future will depend on developments that are highly uncertain and cannot exceed 4.0 times. Under certaincurrently be predicted. These developments include, but are not limited circumstances,to, the Consolidated Net First Lien Leverage ratio can increaseduration, extent and severity of any such crisis; actions taken to 4.5 times for a limited periodcontain any such crisis; the ultimate societal impact of time. Our abilityany such crisis and any lasting changes in business and consumer behavior, including with respect to comply with this financial covenant may be affected by operating performanceremote work; the duration and nature of related restrictions on economic activity; and the extent of the impact of these and other factors on our employees, partners, third-party service providers and customers. The effects of future pandemics, epidemics or other events beyond our control as a result of the current macroeconomic conditions and the COVID-19 pandemic. There can be no assurance that we will comply with these covenants. A default under the Credit Facilitypublic health crises could have a material adverse effect on our business. We may seek from time to time to further amend our Credit Facility or obtain other funding or additional funding, which may result in higher interest rates on our debt. However, we may not be able to do so on terms that are acceptable or to the extent necessary to avoid a default, depending upon conditions in the credit markets, the length and depth of the market reaction to the current macroeconomic conditions and the COVID-19 pandemic and our ability to compete in this environment. In 2024, $887.4 million of debt is set to mature beginning in July 2024.

Our results of operations could be negatively impacted by economic fluctuations or future economic downturns. Also, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions. The risks associated with our business could be more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising expenditures. A decrease in advertising expenditures could adversely impact our business, financial condition and resultresults of operations.

There can be no assurance that we will not experience an adverse impact on our ability to access capital, which could adversely impact our business, financial condition and results of operations. In addition, our ability to access the capital markets may be severely restricted at a time when we would like or need to do so, which could have an adverse impact on our capacity to react to changing economic and business conditions.

The radio broadcasting industry is subject to rapid technological change, evolving industry standards and the emergence of new media technologies and services with which we compete for listeners and advertising revenues. We may lack the resources to acquire new technologies or introduce new services to allow us to effectively compete with these new offerings. Competing technologiesTechnologies and services which compete for listeners and advertising revenues traditionally spent on audio advertising include: (i) personal audio devices such as smart phones; (ii) satellite-delivered digital radio services that offer numerous programming channels such as SiriusXM Satellite Radio; (iii) audio programming by internet content providers and internet radio stations such as Spotify and Pandora; (iv) low-power FM radio stations, which are non-commercial FM radio broadcast outlets that serve small, localized areas; (v) digital audio files made available on the Internet for downloading to a computer or mobile device such as podcasts that permit users to listen to programming on a time-delayed basis and to fast-forward through programming and/or advertisements; and (vi) search engine and e-commerce websites where a significant portion of their revenues are derived from advertising revenues such as Google and Yelp.

We cannot predict the effect, if any, that competition arising from new technologies may have on us or on our financial condition, results of operations and cash flows.

The use of our computers and digital technology, and those of third party providers, in substantially all aspects of our business operations gives rise to cybersecurity risks that threaten the confidentiality, integrity and availability of our critical systems and information, including malware and ransomware, spam, advanced persistent threats, social engineering/phishing,

In 2019,We and certain of our third-party providers have experienced cyberattacks and could experience such incidents in the future in varying degrees. For example, we have previously experienced cyber attacks which temporarily disrupted certain business operations, and, although these events did not have a material adverse effect on our financial or operating results there can be no assurance of a similar result in the future. Although we have developed, and further enhanced, our systems and processes that are designed to protect personal information and prevent data loss and other security breaches such as those we have experienced in the past, such measures cannot provide absolute security.

Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key personnel. As a result of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees likely will face considerable distraction and uncertainty. We believe that the loss of one or more of these individuals could adversely impact our business, financial condition, results of operations and cash flows.

Competition for experienced professional personnel is intense, and we must work to retain and attract these professionals. For example, our radio stations and podcasting operations compete for creative and on-air talent with other radio stations, audio companies and other media, such as broadcast, cable and satellite television, digital media and satellite radio. Changes in program talent, due to competition, uncertainties associated with our Chapter 11 Cases, and other reasons, could materially and negatively affect our ratings and our ability to attract local and national advertisers, which could in turn adversely affect our revenues.

We must pay royalties to the copyright owners of musical compositions (e.g., song composers, publishers, et al.) for the public performance of such musical compositions on our radio stations and internet streams. We satisfy this requirement by obtaining blanket public performance licenses from performing rights organizations ("PROs"). We pay fees to the PROs for these licenses, and the PROs in turn compensate the copyright owners. We currently maintain, and pay all fees associated with, public performance licenses from the following PROs: American Society of Composers, Authors and Publishers ("ASCAP"), Broadcast Music, Inc. ("BMI"), SESAC, Inc. ("SESAC"), and Global Music Rights ("GMR"). The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams could increase as a result of private negotiations and the emergence of new PROs, which could adversely impact our businesses,business, financial condition, results of operations and cash flows.

We must also pay royalties to the copyright owners of sound recordings (e.g., record labels, recording artists, et al.) for the digital audio transmission of such sound recordings on the Internet. We pay such royalties under federal statutory licenses and pay applicable license fees to SoundExchange, the non-profit organization designated by the United States Copyright Royalty

We do not pay royalties for the public performance of sound recordings by means of terrestrial broadcasts on our radio stations. However, from time-to-time, Congress considers legislation that would require radio broadcasters to pay royalties to applicable copyright owners for the public performance of sound recordings by means of terrestrial broadcasts. Such proposed legislation has been the subject of considerable debate and activity by the radio broadcast industry and other parties that could be affected. We cannot predict whether or not any such proposed legislation will become law. New royalty rates for the public performance of sound recordings by means of terrestrial broadcasts on our radio stations could increase our expenses, which could adversely impact our businesses, financial condition, results of operations and cash flows.

Federal copyright law has historically provided copyright protection for sound recordings made and fixed to a tangible medium on or after February 15, 1972. The Music Modernization Act ("MMA") signed into law on October 11, 2018 (the "MMA Enactment Date") extends federal copyright protection, and preempts all State laws applicable, to sound recordings created prior to February 15, 1972 (the "Pre-1972 Recordings") as of the MMA Enactment Date. A number of recording artists and independent record labels claim the laws of certain States provide copyright protections for their Pre-1972 Recordings, and have brought claims in those States against several radio broadcasters (including CBS Radio) for allegedly infringing on the exclusive public performance right of such recording artists and record labels in their Pre-1972 Recordings.

An adverse decision against us or other broadcasters in these types of matters or new legislation in this area could impede our ability to broadcast or stream the Pre-1972 Recordings and/or increase our royalty payments, as well as expose us to liability for past broadcasts.

Our ability to protect and enforce our intellectual property rights is important to the success of our business. We endeavor to protect our intellectual property under trade secret, trademark, copyright and patent law, and through a combination of employee and third-party non-disclosure agreements, other contractual restrictions, and other methods. We have registered trademarks in state and federal trademark offices in the United States and enforce our rights through, among other things, filing oppositions with the U.S. Patent and Trademark Offices. There is a risk that unauthorized digital distribution of our content could occur, and competitors may adopt names similar to ours or use confusingly similar terms as keywords in internet search engine advertising programs, thereby impeding our ability to build brand identity and leading to confusion among our audience or advertisers. Moreover, maintaining and policing our intellectual property rights may require us to spend significant resources as litigation or proceedings before the U.S. Patent and Trademark Office, courts or other administrative bodies, is unpredictable and may not always be cost-effective. There can be no assurance that we will have sufficient resources to adequately protect

We may be subject to claims and litigation from third parties claiming that our operations infringe on their intellectual property. Any intellectual property litigation could be costly and could divert the efforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financial condition and results of operations. If any such actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to operate our business.

The radio broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. See Federal Regulation of Radio Broadcasting under Part I, Item 1, “Business.” We are required to obtain licenses from the FCC to operate our radio stations. Licenses are normally granted for a term of eight years and are renewable. Although the vast majority of FCC radio station licenses are routinely renewed, there can be no assurance that the FCC will approve our future renewal applications or that the renewals will not include conditions or qualifications. During the periods when a renewal application is pending, informal objections and petitions to deny the renewal application can be filed by interested parties, including members

We must comply with extensive FCC regulations and policies in the ownership and operation of our radio stations. FCC regulations limit the number of radio stations that a licensee can own in a market, which could restrict our ability to consummate future transactions and in certain circumstances could require us to divest some radio stations. The FCC’s rules governing our radio station operations impose costs on our operations, and changes in those rules could have an adverse effect on our business. The FCC also requires radio stations to comply with certain technical requirements to limit interference between two or more radio stations. If the FCC relaxes these technical requirements, it could impair the signals transmitted by our radio stations and could adversely impact our business, financial condition and results of operation. Moreover, these FCC regulations may change over time, and there can be no assurance that changes would not adversely impact our business, financial condition and results of operations. From time to time, we are the subject of investigations by the FCC in the normal course of business.

There has been in the past, and there could be again in the future, proposed legislation that requires radio broadcasters to pay additional fees such as a spectrum fee for the use of the spectrum. In addition, there has been proposed legislation which would impose a new royalty fee that would be paid to record labels and performing artists for use of their recorded music. It is currently unknown what impact any potential required royalty payments or fees would have on our business, financial condition, results of operations and cash flows.

For 2022,2023, we generated over 50% of our as reported net revenues from 10 of our markets, which were Boston, Chicago, Dallas, Detroit, Houston, Los Angeles, Miami, New York City, Philadelphia San Francisco and Washington, D.C. Accordingly, we have greater exposure to adverse events or conditions in any of these markets, such as changes in the economy, shifts in population or demographics, or changes in audience tastes, which could adversely impact our business, financial condition, results of operations and cash flows.

We have incurred impairment charges that resulted in non-cash write-downs of our broadcasting licenses and goodwill.goodwill in the past. A significant portion of these impairment losses was recorded in 2008 during the recession, during the fourth quarter of 2018in 2021 as a result of an interim impairment assessment, during the fourth quarterimpacts of 2019the COVID-19 pandemic on the business and in connection with our annual impairment assessment, during the second2022 and third quarters of 20202023 as a result of interim impairment assessments, and during the fourth quarterimpact of 2020 in connection with our annual impairment assessment.current macroeconomic conditions on the business. As of December 31, 2022,2023, our broadcasting licenses and goodwill comprised approximately 66%45% of our total assets.

The annualinterim impairment assessment conducted during the fourth quarter of 2022 and 2021 indicated the fair value of our broadcasting licenses and the fair value of our podcast reporting unit and QLGG reporting unit was greater than their respective carrying amounts. Accordingly, no impairment loss was recorded.

The valuation of our broadcasting licenses and our reporting units is subjective and based on our estimates and assumptions rather than precise calculations. The fair value measurements for our broadcasting licenses and our reporting units use significant unobservable inputs and reflect our own assumptions, including market share and profit margin for an average station, growth within a radio market, estimates of costs and losses during early years, potential competition within a radio market and the appropriate discount rate used in determining fair value.

If events occur or circumstances change that would reduce the fair value of the broadcasting licenses and reporting units below the amount reflected on the balance sheet, we could be required to recognize impairment charges, which may be material, in future periods. Current accounting guidance does not permit a valuation increase.

As of December 31, 2022,2023, we had future operating lease commitments of approximately $280.0$284.2 million that are disclosed in Note 23,21, Contingencies Andand Commitments, in the accompanying notes to our audited consolidated financial statements. We are required to make certain estimates at the inception of a lease in order to determine whether the lease is an operating or finance lease. In February 2016, the accounting guidance was modified to increase transparency and comparability among organizations by requiring the recognition of right-of-use (“ROU”) assets and lease liabilities on the balance sheet. The most notable change in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating leases with a term of more than one year. This guidance was effective for us as of January 1, 2019. The impact of this guidance had a material impact on our financial position and the impact to our results of operations and cash flows was not material. As of January 1, 2019, we recorded a cumulative-effect adjustment to our accumulated deficit of $4.7 million, net of taxes of $1.7 million. This adjustment was attributable to the recognition of deferred gains from a sale and leaseback transaction under the previous accounting guidance for leases. The most significant impact of the adoption of the new leasing guidance was the recognition of ROU assets and lease liabilities for operating leases on the balance sheet of $288.7 million and $306.2 million, respectively, on January 1, 2019. The difference between the ROU assets and lease liabilities recorded upon implementation was primarily attributable to deferred rent balances and unfavorable lease liabilities which were combined and presented net within the ROU assets.

The proper functioning of our internal business processes and availability, integrity or confidentiality of the information systems is critical to the efficient operation and management of our business. If these information technology systems fail or are interrupted, our operations and operating results may be adversely affected. Our business processes and information systems need to be sufficiently scalable to support the future growth of our business and may require modifications or upgrades that expose us to a number of operational risks. Our information technology systems, and those of third-party providers, may also be vulnerable to damage or disruption caused by circumstances beyond our control. While we maintain policies and procedures to recover our systems and information in the event of a failure of our systems, there can be no assurance that such policies and procedures will be effective. These include catastrophic events, power anomalies or outages, computer system or network failures and natural disasters. Any material disruption, malfunction or similar challenges with our business processes or information systems, or disruptions or challenges relating to the transition to new processes, systems or providers, could adversely impact our business, financial position, results of operations and cash flow.

The integration of acquisitions involves numerous risks, including:

Our outstanding accounts receivable are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our receivables, whichsuch risk is heightened during periods of uncertain economic conditions and there can be no assurance such procedures will effectively limit our credit risk and enable us to avoid losses, which could have a material adverse effect on our financial condition, results of operations and cash flow.

If one of our business partners or counterparties is unable (including as a result of any bankruptcy or liquidation proceeding) or unwilling to continue operating in the line of business that is the subject of our contract, we may not be able to obtain similar relationships and agreements on terms acceptable to us or at all. The failure to perform or termination of any of the agreements by a partner or a counterparty, the discontinuation of operations of a partner or counterparty, the loss of good relations with a partner or counterparty or our inability to obtain similar relationships or agreements, may have an adverse effect on our financial condition, results of operations and cash flow.

Trading prices for our common stock are very volatile. Further, the terms of the Plan contemplate that our existing common stock will be canceled, released, discharged and extinguished, and our Chairman Emeritus ownstockholders will receive no distribution as part of the Restructuring. In the event of a large minority equity interestcancellation of our common stock, amounts invested by such stockholders in us andour outstanding common stock will not be recoverable. Consequently, our currently outstanding common stock is expected to have substantial influence over our Company. Their interests may conflict with your interests.no value at

On November 9, 2023, our Class A common stock was delisted from the NYSE. Our Class A common stock currently trades on the over-the-counter market (the "OTC") under the symbol “AUDAQ.” The OTC is significantly more limited than the NYSE, and quotation on the OTC may result in a less liquid market available for existing and potential securityholders to trade in our Class A common stock and 2,749,250 shares of our Class B common stock, representing approximately 18.6% of the total voting power of all of our outstanding common stock. As of February 10, 2023, Joseph M. Field, our Chairman Emeritus and one of our directors, and the father of David J. Field, beneficially owned 14,647,153 shares of our Class A common stock and 1,295,949 shares of our Class B common stock, representing approximately 15.7% of the total voting power of all of our outstanding common stock. David J. Field and Joseph M. Field beneficially own all outstanding shares of our Class B common stock. Other members of the Field family and trusts for their benefit also own shares of our Class A common stock.

The terms of the reversePlan contemplate that our existing equity will be extinguished and our stockholders will receive no distribution as part of the Restructuring. The debtholders are expected to receive 100% of the equity in Reorganized Audacy. The Plan also contemplates that an equity-based incentive compensation plan pursuant to which certain of our directors, managers, officers and employees will be granted awards, will be adopted within 120 days following the effective date of the Plan. Pursuant to the Plan, 10% of the common stock split is effected, or thatof Reorganized Audacy on a fully diluted basis issued and outstanding as of the reverseeffective date of the Plan will be reserved under the equity-based incentive compensation plan. Current Debtholders receiving a recovery under the Plan will be subject to dilution from issuances under the equity-based incentive compensation plan.

Pursuant to the Plan, Reorganized Audacy does not intend to list the new common stock split will not have an adverse effect on the stock priceNYSE, NASDAQ or any other national securities exchange, or to be subject to reporting obligations under Sections 12(b), 12(g) or 15(d) of ourthe Exchange Act, or similar statutory public reporting obligations. If at any time the new common stock due to the reduced numberis held by fewer than three hundred (300) holders of shares outstanding after the Reverse Stock Split. If our average global market capitalization over a consecutive 30 trading-day period falls below $50.0 million and, at the same time, our shareholders’ equity is less than $50.0 million, we will not be in compliance with the NYSE's continued listing financial criteria requirements. If the Company’s average global market capitalization over a consecutive 30 trading-day period drops below $15.0 million, the NYSE will promptly initiate suspension and delisting proceedings.There is no guarantee thatrecord, we will be permitted to cease to be a reporting company under the Exchange Act to the extent we are not otherwise required to continue to report pursuant to any contractual agreements, including with respect to any of our debt. If we were to cease filing reports under the Exchange Act, the information now available to our stockholders in compliancethe annual, quarterly and other reports we currently file with these financial criteria requirements in future periods.the SEC would not be available to them as a matter of right.

The types of properties required to support each of our radio stations include offices, studios and transmitter/antenna sites. We lease most of these sites. A station’s studios are generally housed with its offices in business districts. Our studio and office space leases typically contain lease terms with expiration dates of 5 to 15 years, which may contain options to renew. Our transmitter/antenna sites, which may include an auxiliary transmitter/antenna as a back-up to the main site, contain lease terms that generally range from 5 to 30 years, which includes options to renew.

We currently, and from time to time, are involved in litigation incidental to the conduct of our business. Refer to Item 1A Risk"Risk Factors," above for additional discussion on ongoing legal proceedings. Management anticipates that any potential liability of ours that may arise out of, or with respect to these matters, will not materially adversely affect our business, financial position, results of operations or cash flows.

The Radio Music Licensing Committee (the “RMLC”), of which we are a represented participant: (i) has negotiated and entered into, on behalf of participating members, an Interim License Agreement with the American Society of Composers, Authors and Publishers ("ASCAP") effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five (5) year period commencing on January 1, 2022 and concluding on December 31, 2026; (ii) is negotiating and will enter into, on behalf of participating members, an Interim License Agreement with Broadcast Music, Inc. (“BMI”); and (iii) entered into an industry-wide settlement with SESAC, Inc. ("SESAC") resulting in a new license made available to RMLC members, which license is effective retroactively to January 1, 2019 and expired December 31, 2022.

Effective as of January 1, 2021, we entered into a direct license agreement with Global Music Rights, LLC. The CompanyWe also maintainsmaintain direct licenses with ASCAP, BMI, and SESAC for the company’sour non-broadcast, non-interactive, internet-only services, which direct licenses with ASCAP, BMI, and SESAC are separate from the industry-wide licenses made available through the RMLC.

The United States Copyright Royalty Board ("CRB") held virtual hearings in August 2020 to determine royalty rates for the public digital performance of sound recordings on the Internet ("Webcasting") under federal statutory licenses for the 2021-2025 royalty period (the "Web V Proceedings").period. On June 13, 2021, the CRB announced that the Webcasting royalty rates for 2021 would be increasing to $0.0026 per performance for subscription services and $0.0021 per performance for non-subscription services, in addition to an increased minimum annual fee of $1,000 per each channel or station. All fees are subject to annual cost-of-living increases throughout the 2021-2025 fee period.

Our Class A common stock, $0.01 par value, has been tradedtrades on the New York Stock ExchangeOTC under the symbol “AUD” since April 9, 2021. In 2021, we changed the name of our company from Entercom Communications Corp. to Audacy, Inc."AUDAQ." Our Class A common stock was previously traded on the NYSE under the symbol "ETM""AUD" until May 16, 2023, when the stock was suspended from January 28, 1999trading. On November 10, 2023 our stock was delisted from the NYSE after the NYSE filed Form 25 relating to April 8, 2021.the delisting of our Class A common stock with the SEC. There is no established trading market for our Class B common stock, $0.01 par value.

As of February 10, 2023,1, 2024, there were approximately 487415 shareholders of record of our Class A common stock. Based upon available information, we believe we have approximately 18,00010,000 beneficial owners of our Class A common stock. There are two shareholders of record of our Class B common stock, $0.01 par value, and no shareholders of record of our Class C common stock, $0.01 par value.

We presently do not pay a dividend. Any future dividends will be at the discretion of the Board based upon the relevant factors at the time of such consideration, including, without limitation, compliance with the restrictions set forth in the Credit Facility,Plan and under any credit agreements we enter into in connection with our emergence from protection under the 2027 Notes and the 2029 Notes.Bankruptcy Code.

For a summary of restrictions on our ability to pay dividends, see Liquidity under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Note 12,10, Long-Term Debt, in the accompanying notes to our audited consolidated financial statements.

We did not sell any equity securities during 2022 thatOn October 5, 2023, we issued 8,333 shares of Class A common stock valued at $0.42 per share, for an aggregate value of approximately $3,500 to a programming content provider in satisfaction of an obligation to issue warrants pursuant to the terms of a previously established agreement. The shares were not registered under the Securities Act and we did not receive any proceeds from such issuance.

The securities described above were issued in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act, for transactions by an issuer not involving a public offering. The programming content provider confirmed that it was an accredited investor and acknowledged that the securities were acquired for its own account and not with a view toward, or for offer or sale in connection with, any distribution of such securities in any manner that would violate the Securities Act.

The following table sets forth, as of December 31, 2022,2023, the number of securities outstanding upon the exercise of outstanding options or settlement of restricted stock units under our equity compensation plans, the weighted average exercise price of such securities and the number of securities available for grant under these plans:

Management's discussion and analysis ("MD&A") of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related footnotes contained in Item 15 of this Annual Report on Form 10-K, as well as the information set forth in Part I, Item 1A, Risk"Risk Factors."

Audacy isWe are a leading, scaled, multi-platform audio content and entertainment company. As a leading creator of live, original, local, premium audio content in the United States and the nation's leader in local sports radio and news, we are home to one of the nation's most influential collection of podcasts, digital and broadcast content, and premium live events. Through our multi-channel platform, we engage our consumers each month with highly immersive content and experiences. Available in every U.S. market, we deliver compelling live and on-demand content and experiences from voices and influencers our communities trust. Our robust portfolio of assets and integrated solutions helphelps advertisers take advantage of the burgeoning audio opportunitycontent opportunities through targeted reach and conversion, brand amplification and local activation - all at a national scale.

We are home to seven of the eight most listened to all-news stations in the U.S., as well as and are the broadcast partner of more than 40 professional sports teams and dozens of top college athletic programs. As one of the country’s two largest radio broadcasters, we offer local and national advertisers integrated marketing solutions across our broadcast, digital, podcast and event platform, delivering the power of local connection on a national scale. Our nationwide footprint of radio stationsstation footprint includes positions in all of the top 15 markets and 2120 of the top 25 markets.markets in the U.S. We were organized in 1968 as a Pennsylvania corporation.

Our results are based upon our aggregate performance. The following are some of the factors that impact our performance at any given time: (i) audience ratings; (ii) program content; (iii) management talent and expertise; (iv) sales talent and expertise; (v) audience characteristics; (vi) signal strength; and (vii) the number and characteristics of other radio stations, digital competitors and other advertising media in the market area.

As opportunities arise, we may, on a selective basis, change or modify a station’s format or digital content due to changes in listeners’ tastes or changes in a competitor’s format or content. This could have an initial negative impact on ratings and/or revenues, and there are no guarantees that the modification or change will be beneficial at some future time. Our management is continually focused on these opportunities as well as the associated risks and uncertainties. We strive to develop compelling content and strong brand images to maximize audience ratings that are crucial to our stations’ financial success.

We deriveThe primary source of revenue for our revenues primarily fromradio stations is the sale of broadcastingadvertising time to local, regional and national advertisers and national network advertisers who purchase spot commercials in varying lengths. A growing source of revenue is from station-related digital product suites, which allow for enhanced audience interaction and participation, and integrated digital advertising solutions. OurA station's local sales staff generates the majority of ourits local and regional advertising sales through direct solicitations of local advertising agencies and businesses. We retain a national representation firm to sell to advertisers outside of our local markets.

In the radio broadcasting industry, seasonal revenue fluctuations are common and are due primarily to variations in advertising expenditures by local and national advertisers. Typically, revenues are lowest in the first calendar quarter of the year.

In 2022,2023, we generated the majority of our net revenues from local advertising, which is sold primarily by each individual local radio station’s sales staff. The next largest amount of revenues iswas derived from national advertising, which is sold by an independent national representation firm. This includes, but is not limited to, the sale of advertising during audio streaming of our radio stations over the Internet and the sale of advertising on our stations’ websites. The next largest amount of revenues was from our suite of digital products. Digital revenues include: (i) providing targeted advertising through the sale of streaming and display advertisements on our national platform, audacy.com, the Audacy® app, and our station websites; (ii) the sale of embedded advertisements in our owned and operated podcasts and other on-demand content; and (iii) production fees for the creation of podcasts.

Our most significant operating expenses are employee compensation, programming and promotional expenses, and audience measurement services. Other significant expenses that impact our profitability are interest and depreciation and amortization expense.

The following significant factors affected our results of operations for 20222023 as compared to 2021:

Revenues decreased compared to prior year primarily due to a novel strain of coronavirus ("COVID-19") surfaced which resulteddecrease in an outbreak of infections throughoutadvertising spending in our spot and network revenue streams affected by the world, which has affected operations and global supply chains. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic. The pandemic has had a material impact on the Company and current macroeconomic conditions have slowedconditions.

Depreciation and amortization expense increased primarily due to an increase in amortization of capitalized software intangible assets in 2023 relative to 2022. These intangible assets were placed into service in the resultsthird quarter of AmperWave and based upon the timing2022. This was partially offset by a decrease in depreciation expense as a result of the WideOrbit Streaming Acquisition,sale and disposal of assets that were fully depreciated during 2023.

During the second quarter of 2019, we issued $325.0 millionWe incurred restructuring charges in aggregate principal amount of senior secured second-lien notes due 2027 (the "Initial 2027 Notes"). Interest on the Initial 2027 Notes accrues at the rate of 6.500% per annum2023 and is payable semi-annually2022 primarily in arrears on May 1 and November 1 of each year. We used net proceeds of the offering, along with cash on hand of $89.0 million under our Revolver to repay $425.0 million of existing indebtedness under our term loan outstanding at that time (the "Term B-1 Loan"). Increases in our interest expense dueresponse to the issuance of the Initial 2027 Notes, which have a higher interest rate, were partially offset by reductions in our interest expense due to the partial repayment of our Term B-1 Loan. In connection with this note issuance: (i) we wrote off $1.6 million of unamortized debt issuance costs and $0.2 million of unamortized premium to loss on extinguishment of debt; (ii) we incurred third party costs and lender fees of approximately $5.8 million, of which approximately $3.9 million was capitalized and approximately $1.9 million was captured as othercurrent macroeconomic conditions. These charges included expenses related to financing.

Depreciation and are includedamortization expense increased primarily due to an increase in restructuring charges.

RevenuesWe incurred restructuring charges in 2023 and 2022 primarily in response to the current macroeconomic conditions. These charges included expenses related to workforce reductions as well as termination charges associated with loss-making contracts. These costs increased compared to prior year$5.0 million year-over-year, primarily due to economic recovery and improvements across all segments of our business from the depressed levels of the prior year. Prior year revenues were negatively impacted from the economic slowdown triggered by the COVID-19 pandemic. In the current year, we continued to report sequential growth in net revenues month-over-month through June 2022 Due to current macroeconomic conditions, this trend did not continue and revenues declined during the second half of 2022.additional costs incurred for termination charges associated with loss-making contracts.

Depreciation and amortization expense increased primarily due to an increase in amortization of capitalized software intangible assets in 20222023 relative to 2021. The increase in amortization is due to the addition of amortizable2022. These intangible assets were placed into service in the WideOrbit Streaming Acquisitionthird quarter of 2022. This was partially offset by a decrease in depreciation expense as a result of the sale and the Podcorn Acquisition. Additionally, depreciation and amortization expense increased due to an increase in capital expenditures in 2022 relative to 2021.

We incurred restructuring charges in 20222023 and 20212022 primarily in response to the COVID-19 pandemic and the current macroeconomic conditions. These charges included expenses related to workforce reductions as well as termination charges associated with loss-making contracts. These costs increased $4.3$5.0 million year-over-year, primarily due to workforce reduction charges.additional costs incurred for termination charges associated with loss-making contracts.

The impairment loss incurred during the year ended December 31, 20222023 consists of: (i) a $159.1$1,289.5 million impairment chargeloss as a result of anannual and interim impairment assessmentassessments on our FCC broadcasting licenses; (ii) an $18.1a $14.1 million impairment chargeloss as a result of an interim impairment assessment on our Goodwill; and (iii) a $3.2 million charge related to an early termination of certain leases.leases; and (iii) a $1.5 million impairment loss related to our investments in privately held companies for which we own a minority interest.

The impairment loss incurred during the year ended December 31, 2021 includes2022 primarily consists of: (i) a $1.7$159.1 million write downimpairment loss as a result of propertyinterim impairment assessments on our FCC broadcasting licenses; (ii) an $18.1 million impairment loss in connection with Goodwill in our QLGG reporting unit; and equipment and $0.5(iii) a $3.3 million related toimpairment loss as a result of early termination of certain leases.

We estimate that our 20232024 annual tax rate before discrete items, which may fluctuate from quarter to quarter, will be between 28% and 30%. We anticipate that we will be able to utilize certain net operating loss carryforwards to reduce future payments of federal and state income taxes. We anticipate that our rate in 20232024 could be affected primarily by: (i) changes in the level of income in any of our taxing jurisdictions; (ii) adding facilities through mergers or acquisition in states that on average have different income tax rates from states in which we currently operate and the resulting effect on previously reported temporary differences between the tax and financial reporting bases of our assets and liabilities; (iii) the effect of recording changes in our liabilities for uncertain tax positions; (iv) taxes in certain states that are dependent on factors other than taxable income; (v) the limitations on the deduction of cash and certain non-cash compensation expense for certain key employees; and (vi) any tax benefit shortfall associated with share-based awards. Our annual effective tax rate may also be materially impacted by: (a) tax expense associated with non-amortizable assets such as broadcasting licenses and goodwill; (b) regulatory changes in certain states in which we operate; (c) changes in the expected outcome of tax audits; (d) changes in the estimate of expenses that are not deductible for tax purposes; and (e) changes in the deferred tax valuation allowance.

As of December 31, 2022,2023, we had $1.9 billion of consolidated debt. The filing of the Company had capital expenditure commitments outstandingChapter 11 Cases constituted an event of $10.7 million. Subjectdefault with respect to limitations in our credit agreements, we may also useexisting debt obligations other than our capital resources to repurchase sharesOld Receivables Facility, which accounted for $75.0 million of our Class A common stock,consolidated debt. As a result of the filing of the Chapter 11 Cases, all of such debt of the Debtors (which excludes the Old Receivables Facility) became immediately due and payable, but any efforts to pay dividendsenforce such payment obligations were automatically stayed as a result of the Chapter 11 Cases. These debt obligations and substantially all our other

During the second quarter ofIn 2019, the Companywe and itsour finance subsidiary, Audacy Capital Corp. (formerly, Entercom Media Corp.) ("Audacy Capital Corp."), issued $325.0$425.0 million in aggregate principal amount of 6.500% senior secured second-lien notes due May 1, 2027 (the "Initial"Old 2027 Notes") under.

During the second quarter of 2022, the Company repurchased $10.02021, we and Audacy Capital Corp. issued $540.0 million of its 2027 Notes through open market purchases. This repurchase activity generated a gain on retirement of the 2027 Notes in theaggregate principal amount of $0.6 million. As of any reporting period, the unamortized premiumsenior secured second-lien notes due March 31, 2029 (the "Old 2029 Notes"). Interest on the 2027Old 2029 Notes is reflectedaccrued at the rate of 6.750% per annum and was payable semi-annually in arrears on the balance sheet as an addition to the $460.0 million 2027 Notes.