EX-99.2 13 d676036dex992.htm EX-99.2 EX-99.2

Exhibit 99.2 Business Plan CONFIDENTIAL


Disclaimer This presentation (the “Presentation”) has been prepared by Audacy, Inc. and its subsidiaries (the “Company”) for the recipients hereof in connection with the consideration of potential transactions (the “Transactions”), solely for informational purposes. The information contained in this Presentation and other information furnished by or on behalf of the Company has been prepared to assist the recipients hereof in conducting their own evaluation of the Company and does not purport to complete or to contain all of the information a recipient hereof may require. In all cases, such recipients should conduct their own investigation and analysis of the Company and the information set forth in this Presentation. 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In addition, any forward-looking statements with respect to the Company’s future financial performance were not prepared with a view to public disclosure or compliance with published guidelines of the U.S. Securities and Exchange Commission, the guidelines established by the American Institute of Certified Public Accountants or generally accepted accounting principles in the United States (“GAAP”). Recipients of this Presentation are cautioned not to place undue reliance on any forward-looking statements, and no assurance can be given that any of such statements will prove to be correct. All forward-looking statements are qualified in their entirety by the forgoing cautionary statement. Industry experts may disagree with the assumptions of the Company’s management and with the Company’s view of the market and its prospects. Accordingly, there can be no assurance that projections expressed or implied in the forward-looking statements will be realized. The actual results may vary from the projected results expressed or implied in the forward-looking statements and such differences may be material. The Company assumes no obligation to update or revise any forward-looking statements contained in this Presentation. 2


Disclaimer (continued) This Presentation includes non-GAAP financial measures, including Adjusted EBITDA and Adjusted Free Cash Flow. Such non-GAAP financial measures are presented as supplemental measures of operating performance and provide an alternative method for assessing the Company’s financial condition and operating results. The Company believes that these non-GAAP financial measures, when taken together with the Company’s GAAP financial measures, allow the Company and its investors to better evaluate the Company’s performance. Because not all companies calculate non-GAAP financial measures identically (or at all), the measures contained herein may not be comparable to other similarly titled measures used by other companies. Non-GAAP financial measures should not be considered in isolation or as substitutes for net income (loss), net cash, operating income, or any other measure for determining the Company’s operating performance that is calculated in accordance with GAAP. This Presentation may contain material non-public information concerning the Company or its securities. By accepting this Presentation, each recipient hereof acknowledges and agrees to use any such information in accordance with these terms, their respective compliance policies, contractual obligations and applicable law, including federal and state securities laws. Each recipient hereof acknowledges and agrees that all of the information contained herein and any memoranda, notes and other documents and analyses developed by the recipient of this Presentation using any of such information is confidential and proprietary information of the Company. Each recipient hereof agrees that it will not disclose this information to any person or entity other than its directors, officers and employees who have a need to know such information and will use the information only in connection with its evaluation of the Company and the Transactions and will keep such information confidential in accordance with the terms of the existing confidentiality agreements to which the recipients are party. The Company and its directors, officers, partners, employees, agents, affiliates, representatives and advisors expressly disclaim any and all liability based, in whole or in part, on the information contained in this Presentation or any related offering and marketing materials received by any recipient hereof (which only speak as of the date identified on the cover page of this Presentation), errors therein or omissions therefrom. Neither the Company nor any of its directors, officers, partners, employees, agents, affiliates, representatives or advisors intends to update or otherwise revise the information contained herein to reflect circumstances existing after the date identified on the cover page of this Presentation to reflect new information, the occurrence of future events or otherwise, even if any or all of the Projections on which the information contained herein is based are shown to be in error. This Presentation is neither an offer to sell nor the solicitation of an offer to purchase any loans or securities of the Company or any financial instruments related thereto in any jurisdiction. Neither this Presentation (nor any part hereof) nor any information or statement contained herein shall form the basis of any contract or commitment whatsoever. This Presentation should not be relied upon for the purpose of evaluating the performance of the Company or for any other purpose. 3


Agenda Page 1 5 Introduction 8 2 Business Overview 15 Business Plan and Projections 3 24 Appendix 29 4


Section 1: Introduction 5


Key Business Highlights The 2nd largest U.S. radio group and digital audio innovator, differentiated by its exclusive, premium audio content • Audacy, founded in 1968, is a leading multi-platform audio content and entertainment company with the country’s best collection of local music, news and sports brands, a premium podcast creator, major event producer, digital marketing solutions provider and a digital innovator • The company, formerly known as Entercom, merged with CBS Radio on November 17, 2017, in an all-stock Reverse nd Morris Trust transaction, to create the 2 largest U.S. radio group with 221 stations in 45 markets • The company is concentrated in the largest markets in our country, with station clusters in all of the top 15 markets and 20 of the top 25 radio markets. • Our markets provide coverage of 83% of the 12+ population in the top 50 radio markets and coverage of 60% of (1) the entire U.S. 12+ population (2) • We are the #1 or #2 station cluster in nearly 70% of measured markets , #1 local all sports platform, #1 all news (3) radio platform and the #2 radio player in the rapidly growing podcasting space with approximately 185 (4) million monthly downloads • In 2019, prior to the pandemic, Audacy generated $1.49 billion in revenues, $341 million in Adjusted EBITDA and had year end 1L net leverage of 2.5x vs. our 4.0x maintenance covenant and total net leverage of 5.0x (1) Nielsen Radio Market Survey Fall 2022, company calculations (2) Based on Miller Kaplan rankings for 2022 total revenue. Miller Kaplan reporting is available for 39 of Audacy’s 45 markets (3) Nielsen persons 12+, M-S, 6a-12m, FA22 data 6 (4) Source: Triton Podcast Ranker


Audacy’s Strategic Evolution • Entercom went public in 1999, establishing a long-term track record of superior industry performance and organic growth • Having grown to #4 in industry revenues, but still lacking scale, Entercom merged with CBS Radio (industry #2) in November, 2017, to form Radio’s second scaled player, distinguished by its outstanding premium local brands, content, and concentration in the country’s top 50 markets • Having achieved scale, the company embarked on a series of transformational acquisitions, initiatives and investments to enhance its competitive position, establishing itself as a true multi-platform audio content and entertainment leader positioned for accelerated growth in the dynamic audio marketplace. The company has built competitive positions in podcasting, sports betting, digital marketing solutions, and an emerging, innovative audio streaming platform • The company acquired AmperWave (formerly WideOrbit Streaming) in 2021 to accelerate its proprietary tech capabilities and enable innovation across the business • The company rebranded as Audacy in 2021 and built a national sales and marketing organization and capabilities to enable significant national revenue growth capitalizing on the company’s newly-established scale and multi-platform products • Unfortunately, the company’s revenues and EBITDA have been severely impacted by the deep and sustained ad market headwinds over the past 3 1/2 years due to the pandemic, supply chain issues and the ad recession, amplified by the high degree of operating leverage in the business. Audacy’s performance has been further impacted by the developmental status of a number of its emerging products and capabilities which reflect the substantial expense related to the company's digital and other strategic investments without fully commensurate revenues • Notwithstanding its balance sheet challenges and current market turbulence, we believe the company is well-positioned for future performance, capitalizing on its scaled, differentiated competitive position in the audio space, and its emerging growth opportunities as economic conditions improve 7


Section 2: Business Overview 8


Audacy – Delivering Local Connection on a National Scale 221 stations in 45 markets Seattle Springfield Portland Milwaukee Wilkes-Barre Boston Minneapolis Rochester Providence Buffalo Hartford Madison Detroit Cleveland New York Sacramento Chicago Philadelphia Pittsburgh San Francisco Baltimore Denver Las Vegas Washington, D.C. Kansas City St. Louis Wichita Greensboro Norfolk Los Angeles Chattanooga Richmond Riverside Memphis Greenville San Diego Phoenix Atlanta Dallas New Orleans Austin Gainesville Houston Orlando Miami 9


A Market Leader in the Radio Industry Key Highlights #2 Radio Group, Significant Concentration in Top 25 Markets 2022 Revenue ($Bn) Large Market Focus $3.9 • All of the top 15 markets, 20 of top 25 radio markets • Coverage of 83% of 12+ population in top 50 radio markets and coverage of 60% of entire U.S. 12+ (1) population $1.3 $1.0 Unique and Powerful Portfolio • #1 or #2 station cluster in nearly 70% of (2) measured markets (3) • #1 local all sports platform , home to more than 40 pro teams and dozens of top college athletic programs (3) • #1 all news radio platform Total Stations: 864 221 404 • #2 radio player in the rapidly growing podcasting Stations in: space with approximately 185mm monthly Markets 1-25 158 113 31 (4) downloads Markets 26+ 706 108 373 % Top 25 18% 51% 8% Source: Company filings (1) Nielsen Radio Market Survey Fall 2022, company calculations (2) Based on Miller Kaplan rankings for 2022 total revenue. Miller Kaplan reporting is available for 39 of Audacy’s 45 markets 10 (3) Nielsen persons 12+, M-S, 6a-12m, FA22 data (4) Source: Triton Podcast Ranker


Music for every fan. Format Leadership Epic Events 700+ Exclusive Music Stations in Country, Adult Hits, Classic on the Audacy app Hits, Hot AC, Rhythmic AC #1 Including stations personally curated and hosted by Coldplay, P!nk, Carrie in Adult Contemporary Underwood, Lizzo and Ed Sheeran and Alternative #2 3 OF THE TOP 6 most listened-to music stations in America: Local music & entertainment personalities 600+ Monthly 118 Million Music Listeners 11 Source : Nielsen OTA Monthly Average CUME, All Markets, P12+, 12A-12M, Jan 22-23


The unparalleled leader in Sports Audio. Reaching 58M+ sports fans weekly (Audacy’s share of listening in the All Sports radio format in 2022 among the top 10 radio groups, as measured by Nielsen, was 48%. Our nearest competitor’s share was 14%.) 12 8M 50M 33M 43M 26M 31M 25M SPORTS FANS FANS FANS FANS FANS FANS BETTORS Source: Nielsen Scarborough National Database (Current 6 Months only)2022 Release 2 (Dec 2021 – Nov 2022) || Sports Fan = Fans of NFL, MLB, NBA, NHL, or NCAA Football/Basketball; Individual sports fans = did any activity relating to that sport including but not limited to watching/listening to games, buying merchandise, or attending games || Audacy OTA and streaming listeners; Nielsen Podcast Recontact Study (Listeners only) 2022 Release 2 Total (May 2023) || 12 Audacy Podcast listeners that DO NOT listen to Audacy OTA or streaming; Top Ten Groups Report, SP22 + FA22 data, Persons 12+ M-S 6a-12m, All Markets


And the most trusted news in Audio. DIGITAL PODCAST 9.6M ACTIVE USERS 5.6M NEWS LIVE & VIRTUAL BROADCAST 13 +42% YOY GROWTH PODCAST DOWNLOADS 15.3M LISTENERS 2.3M UNIQUE EXCLUSIVE BUSINESS 1.9M NEWS STREAMING LISTENERS BREAKFASTS & INTERVIEWS PODCAST LISTENERS 8 ALL NEWS STATIONS 22 NEWS/TALK STATIONS (Audacy’s share of listening in the All News radio format in 2022 among the top 10 radio groups, as measured by Nielsen, was 81%. Our nearest competitor’s share was 10%.) Sources: Nielsen OTA Monthly Average CUME, All Markets, P12+, 12A-12M, Jan 22-23; Nielsen; Audacy Station -- Weekly Cume by TSL by Format; All News; P12+M-Su 6a-12mid Triton Digital; Data from Mar 1 - 31, 2022; All Dayparts; Triton Digital Podcast 13 Metrics, Data from May 2023; Total downloads and listeners of category News; Audacy News/News Talk monthly cume; Google Analytics, March 2022; Nielsen Top Ten Groups Report, SP22 + FA22 data, Persons 12+ M-S 6a-12m, All Markets


(dollars in millions) Historical Results of Operations – 2018-22 The pandemic and its aftermath have significantly impacted Radio’s audience and Audacy’s financial performance • Audacy closed on the merger with CBS Radio on Historical % B / (W) 2018-22 11/17/17 and after a few initial bumps made progress 2018 2019 2020 2021 2022 18-19 19-20 20-21 21-22 CAGR growing its revenues in 2019 by 3% (ex-political) and (1) Spot $1,078.2 $1,083.0 $673.4 $790.0 $772.7 0% (38%) 17% (2%) (8.0%) its Adjusted EBITDA by 10% Political 21.3 9.0 32.3 9.7 25.3 (58%) 259% (70%) 162% 4.4% • The pandemic had a severe impact on the advertising Digital 121.5 146.3 190.0 237.8 259.1 20% 30% 25% 9% 20.8% market and our events business in 2020 and Audacy Network 60.4 81.9 82.3 84.5 89.9 36% 0% 3% 6% 10.5% was able to significantly mitigate the 29% decline it Events & Sponsorships 115.8 102.4 42.5 51.4 58.6 (12%) (59%) 21% 14% (15.7%) suffered in its revenues by reducing its expenses YoY (2) Other 65.3 67.3 40.4 46.0 48.1 3% (40%) 14% 5% (7.4%) by $200 million or 17%, including by executing a Revenues 1,462.6 1,489.9 1,060.9 1,219.4 1,253.7 2% (29%) 15% 3% (3.8%) series of extraordinary temporary cost reduction % change ex-political 3% (31%) 18% 2% (3.9%) actions such as furloughs, salary rollbacks and Variable 291.4 284.4 254.5 278.6 295.8 2% 10% (9%) (6%) 0.4% suspending our 401(k) match. We also were able to Payroll 501.4 492.2 398.2 426.3 449.4 2% 19% (7%) (5%) (2.7%) reduce our planned sports rights fees by 50% given Sales 97.1 98.0 79.3 87.9 94.6 (1%) 19% (11%) (8%) (0.7%) that many professional games were canceled Programming 78.8 86.9 48.5 81.6 72.1 (10%) 44% (68%) 12% (2.2%) (3) • We made meaningful progress recovering in 2021, Digital 20.1 22.9 22.9 29.7 43.3 (14%) 0% (29%) (46%) 21.2% with our revenues (ex-political) up 18% and Adjusted Marketing 11.7 8.6 1.4 3.2 2.4 27% 83% (126%) 25% (32.8%) EBITDA up 48%, but our OTA radio audience and Other 152.1 155.7 144.0 146.5 158.3 (2%) 8% (2%) (8%) 1.0% revenues didn’t rebound to the extent expected Expenses 1,152.5 1,148.8 948.8 1,053.7 1,115.8 0% 17% (11%) (6%) (0.8%) Adjusted EBITDA $310.0 $341.2 $112.1 $165.7 $137.9 10% (67%) 48% (17%) (18.3%) • We believed that 2022 would be a year of ongoing recovery and in the first quarter we exceeded our % Adj. EBITDA 21.2% 22.9% 10.6% 13.6% 11.0% plan, with our revenues up 14% YoY and Adjusted % Radio ex political 79% 79% 73% 72% 70% EBITDA up 152% % Digital 8% 10% 18% 20% 21% % Variable 20% 19% 24% 23% 24% • But the ad market slowed down starting late 1Q22 as inflation ran and the Fed began its tightening cycle nd and then turned down rapidly during the 2 quarter (1) Auto spot revenues were 12%, 9%, and 10% of total spot revenues in 2019, 2021, and 2022, respectively. 14 (2) Other revenues includes endorsements, remotes, production, tower rent, LMAs, trade and barter (among other items). (3) Includes product and user acquisition marketing.


Section 3: Business Plan and Projections 15


Overview: 2023-2027 nd Audacy is poised to meaningfully improve its financial performance as the economy strengthens in the 2 half of 2024 and key investments that we believe will enable a reacceleration of our digital growth come to fruition Radio advertising revenues dropped precipitously with the onset of the pandemic and related supply chain and • macroeconomic issues. While advertising market conditions remained highly disrupted in 2021, Audacy's Radio spot revenues improved to 73% of their 2019 levels and to 77% at the end of 2021 and in the first quarter of 2022 before falling again with the advertising recession that began in 2Q22. The full year 2023 forecast indicates spot revenues are expected to decline to 65% of 2019 The company expects a recovery in its radio spot business as economic conditions normalize, but also believes that the • impact of share shift to digital advertising and the secular ratings decline will significantly limit the magnitude of that recovery. Financial projections are extremely sensitive to this assumption as 90+% of incremental spot revenues flow through to Adjusted EBITDA. The forecast assumes that Audacy's spot revenues will recover to 67% of 2019 in 2024 before resuming secular decline (1) We have assumed, based on economic projections by BofA , that the economy and the advertising market will further • nd strengthen in the 2 half of next year and that full year real GDP will be up 0.9% YoY (4Q/4Q) and that annual GDP growth will be about 2% or slightly greater 2025-27 (i.e., “more normal”) • We anticipate that like other traditional media, OTA listening erosion will persist while reach remains strong, and consumption continues to fragment and shifts towards digital devices 16 (1) BofA Securities, U.S. Economic Weekly, June 9, 2023


Overview: 2023-2027 (continued) • As a result, the company has been working to accelerate its penetration of the digital audio advertising market by: ‒ Forging partnerships with others, like TuneIn, for the distribution of our linear radio content in order to more rapidly build the scale of our streaming audience and our O&O digital audio advertising supply ‒ Leveraging our sales and ad tech capabilities to expose other broadcasters’ streaming inventory to more attractive demand for a revenue share and to enhance our relevance as a source of streaming supply and allow us to better meet the needs of agencies and advertisers ‒ Accelerating the completion of key initiatives to enhance our streaming platform and deliver new critical programmatic, data and related operational capabilities prior to the beginning of 2024 • We believe that our on-platform personalized, interactive radio experience will allow us to: ‒ Further leverage and exploit Audacy’s unique spoken word content advantage and increasingly earn more listening occasions and more time spent listening as users get more of what they want, when they want it (as the initial usage data supports) ‒ Upsell new listeners gained via expanded distribution of our linear radio content over time to the more compelling and profitable Audacy platform experience 17


Key Business Plan Assumptions Category Assumptions • Grow our radio advertising revenue share from 2022 by 1.2 points by 2024 and by a further 0.7 points by 2026 ‒ Flows through to Adjusted EBITDA at a marginal rate of >90% Radio • Project streaming market will grow at 16% CAGR 2022-27 • Grow streaming advertising revenue share from projected 1.4% in 2023 to 2.0% in 2027 • Grow O&O streaming impressions at a 23% CAGR from 2023-27 and better monetize these impressions ‒ O&O streaming revenues are projected to flow through to Adjusted EBITDA marginally about mid 70s Streaming • Expect to expand contribution margin from 16% in 2021 to low 40s by 2027 • Project podcast market will grow at 25% CAGR 2022-27 • Project podcast revenues grow about in-line with market growth Podcasting • Project contribution margin improves from about breakeven in 2022 to upper 30s in 2027 • Targeting a DMS revenue CAGR of mid-teens 2022-27 Digital Marketing Solutions (DMS) • Event revenues projected to grow at a 5% CAGR through 2027 • Plan to launch subscription audio streaming offering that will generate over $20 million in subscription Other Revenue revenues by 2027 18


Key Business Plan Assumptions (continued) Category Assumptions • Hold growth in total expenses to a 3.3% CAGR from 2022-27, including: ‒ 6.7% CAGR in variable sales costs (including COGS), growing from 19% of revenues in 2019 to 28% of revenues by 2027 ‒ Low 20s CAGR in marketing and user acquisition expense, which is critical to drive growth in our radio ratings share and streaming impressions Expenses • Project sports rights fees to slightly decline, after impact of contractual escalation • Project to limit the increase in operating lease costs to < 1% CAGR 2023-27 • Projections include $97mm of added cost reduction actions executed in 2H22 and in 2023 • Remainder of our expense base has been projected based on existing trends and relationships relative to revenue • Project capex at $48 million / year Capex‒ Project maintenance capex of $20 - $30 million / year 19 Note: $12mm incremental savings identified across contract renegotiations that are not included in projections shown.


Radio Advertising – Audacy Markets: 2019-27 nd We project 3.6% market growth in 2024 as political advertising ramps up and the economy improves in the 2 half • We project that Audacy’s radio advertising markets will decline by 10.6% in 2023 and will strengthen in the 2nd half of next year, propelled by the expected economic recovery, improvement in key advertising categories (like automotive and mortgagelenders) and a Presidential election year • Excluding the impact of estimated incremental political, we project that the radio advertising market will decline by low single digits 2025-27 or about consistent with the expected decline in Radio’s OTA audience ($ in billions) Spot + Network Advertising Market $ 4.8 $ 4.0 $ 3.9 $ 3.7 $ 3.6 $ 3.5 $ 3.5 $ 3.3 $ 3.3 % YoY (2.0%) (30.3%) 16.3% 2.6% (10.6%) 3.6% (6.2%) 0.7% (6.1%) 2019 2020 2021 2022 2023 2024 2025 2026 2027 20


Digital Audio Advertising Market (Streaming + Podcast): 2020-27 The digital audio advertising market is projected to grow at a 19% CAGR 2022-27 • The streaming market, per IAB/PwC, grew by 19% in 2022 and we project that the market will grow at a 16% CAGR 2022-27 or consistent with the projected growth estimate per Morgan Stanley • IAB/PwC projects that podcast advertising will grow at a 30% CAGR 2022-25 and by 23% in 2025. We extended their projection through 2027 at a declining annual growth rate, resulting in a CAGR of 25% 2022-27 Digital Audio Advertising Market Size $14.2B $12.3B $5.6B $10.5B $4.8B $8.9B $4.0B $7.1B $3.2B $5.9B $2.3B $4.9B $1.8B $8.6B $1.4B $3.1B $7.5B $6.5B $5.6B $0.8B $4.8B $4.1B $3.4B $2.2B 2020 2021 2022 2023 2024 2025 2026 2027 Streaming Podcast 21 th Sources: IAB/PwC’s annual Internet Advertising Revenue Report and U.S. Podcast Advertising Revenue Study; Morgan Stanley Research, 9 Annual Audio Entertainment Study, January 10, 2023


(dollars in millions) Projected Results of Operations 2023-27 We assume that 2024 will bring economic recovery and that 2025-27 economic growth will be “more normal” • 2023 revenues are forecast to be down by $85 million or 7% YoY (down 5% ex-political). 2023 expenses are expected to be down by $22 million or 2.0%, as our cost reduction actions are eroded by wage & benefits inflation, increases in COGS and the impact of costs moving from capex to opex as a result of the launch of our new streaming platform in July of last year. 2023 Adjusted EBITDA is forecast at $75 million or down $63 million or 46% YoY • Revenues are projected to grow by 8% in 2024, propelled by a 3.6% increase in the size of the radio advertising market, an increase in our radio advertising revenue share, the benefit of a Presidential election year and the reacceleration of our digital growth. Adjusted EBITDA is projected to recover to $138 million • We project that our revenues will grow at a 3.6% CAGR 2022-27 (ex-political), weighed down by a projected decline in spot revenues, and Adjusted EBITDA is projected to grow at a 3.4% CAGR • Our projected 2023-27 revenue CAGR is 6.0% and our projected digital revenue CAGR for this same period is 22%. Digital is expected to account for 39% of our total revenues in 2027 as compared to 21% in 2022 Revenue (2019 – 2027) EBITDA (2019 – 2027) Actual Projected Actual Projected $1,600 $400 25% $1,490 $1,478 23% $1,416 67 51 $1,321 $1,400 $350 50 74 102 $1,267 $1,254 72 $1,219 94 50 20% 82 $1,169 50 93 69 48 $1,200 $300 46 66 59 146 $1,061 91 51 48 88 90 61 9 84 40 85 $1,000 42 $250 14% 581 15% 481 82 259 238 389 309 12% 261 11% 11% $200 11% 11% $800 190 10 25 10% 33 5 9 27 32 10 10% $150 $600 1,083 6% $100 $400 790 773 721 709 714 693 673 669 5% $50 $200 $341 $112 $166 $138 $75 $138 $137 $167 $163 $- - $- 2019 2020 2021 2022 2023 2024 2025 2026 2027 2019 2020 2021 2022 2023 2024 2025 2026 2027 Spot Political Digital Network Events & Sponsorships Other Revenue EBITDA ($) EBITDA Margin (%) 22 Note: Projected annual Digital contribution margin of 5%, 15%, 24%, 31%, and 35% for 2023-2027 does not reflect shared expenses, is subject to change and further refinement, and is not expected to be reported upon in the future.


(dollars in millions) Unlevered Free Cash Flow Unlevered FCF is projected to decline from $81 million in 2022 to $75 million in 2027 (a non-political year) Note: These unlevered Adjusted FCF projections do not include current or pro forma debt service nor any restructuring related tax consequences or professional fees. In projecting cash taxes, we 23 assumed that our interest deduction equals our 163(j) limitation and that the company takes an approximately $1.3 billion worthless stock deduction in 2024, which is used to shelter projected CODI.


Appendix 24


(dollars in millions) (1) 2017-2022 Expense Bridge : Cost Reduction Actions & Investments Since closing the CBS Radio merger, we have executed over $310 million of expense reduction actions through the end of 2022, equal to 26% of the 2017PF expense base, and transformed our operations • The analysis at left only culls out the significant discrete expense reduction actions. Many more actions are embedded in the change in our expenses over the last 5 years • From the closing of the CBS Radio merger through the end of 2019, the company executed an integration program that covered both traditional actions, like eliminating duplicative corporate overhead, and actions to reengineer how work was performed in the organization • We consolidated just about all of our administrative activities into shared services organizations (such as finance and HR), and into new offshore BPO teams, and consolidated and regionalized many market level operating functions such as production, digital content and broadcast engineering • Our expense reduction efforts have been ongoing since we wrapped up the integration program 25 (1) As if the CBS Radio merger closed 1/1/17.


(dollars in millions) (1) Non-Strategic Asset Sales Since closing the CBS Radio merger, Audacy has systematically worked to sell redundant properties and to free up assets for sale that have significant value for an alternative use, like the tower site we sold near O’Hare Airport that was highly coveted by logistics operators. We have also opportunistically sold non-strategic stations when the price was right Completed Asset Sales Projected Asset Sales • We have completed $224 million After-Tax After-Tax of asset sales since closing the Sales Net Sales Net CBS Radio merger and we have Year Asset Location Price Proceeds Year Asset Location Price Proceeds another $60 million of sales in our 2018 Tower site Itasca, IL (near O'Hare Airport) $46.0 $33.6 2024 Office building Boston, MA 11.1 7.0 pipeline 2018 Building Venice Boulevard LA, CA 25.5 21.0 2024 Land Needham, MA 3.5 2.7 2018 Land and buildings Linda Vista San Diego, CA 1.7 1.6 2025 Land Portland, OR 13.0 9.6 • We have generated $99 million of 2018 Building Sacramento, CA 1.2 1.2 2025+ Land Hamburg, NY 0.3 0.2 sales so far under our liability 2018 Land and buildings J Carpenter Highway, Dallas, TX 1.5 1.0 2025+ Land O'Fallon, MO 0.4 0.3 management plan this year. The 2018 Land Austin, TX 1.4 1.4 2025+ Real property Minneapolis, MN 5.7 4.1 properties being sold under this 2019 Towers Various markets 25.0 18.1 2025+ Land Ramsey, MN 0.4 0.2 program are all important 2019 Radio station Victor Valley, CA 1.0 0.8 2025+ Land Glendale Heights, IL 18.0 15.2 operational assets where we have 2019 Land Chicago, IL (West Belmont) 0.2 0.2 2025+ Office building Boston, MA $7.0 $5.5 either had to take significant 2019 Land and buildings Miami, FL 2.4 2.1 actions to free them up for sale or 2019 Land and buildings Miami, FL 1.6 1.5 we have chosen to cede control of 2020 Radio station Greensboro, NC 0.4 0.3 a key tower site to a trusted 2020 Radio station WAAF-FM Boston, MA 10.8 7.6 operator for an attractive multiple. 2021 Tower site Antelope Road, Sacramento, CA 5.5 3.9 We have also selectively sold a 2022 Radio station KGMZ - AM San Francisco, CA 0.5 0.4 Total - Projected $59.4 $44.8 few non-strategic stations based 2022 Land Houston, TX 15.6 11.9 Cummulative Total - Completed + Projected $283.2 $212.3 on inbound expressions of 2022 Land Las Vegas, NV 40.0 28.8 Cummulative LMP total through 12/31/23 $99.2 $72.7 interest 2023 Towers Various markets 17.0 12.8 2023 2 Stations + IP Buffalo and Memphis 15.5 11.0 • The company is continuing to 2023 Station Palm Springs, CA 0.6 0.4 evaluate other opportunities to 4Q23 Studio building Phoenix, AZ $10.5 $7.8 sell select assets and it expects to add to its pipeline over time Total - Completed $223.8 $167.5 Liability Management Plan (LMP) $99.2 $72.7 26 (1) Excluding divestitures mandated by the FCC as part of the CBS Radio merger. Note: Additional assets at Audacy Atlas not currently scheduled for sale include real property in Avon, CT and radio.com domain name. In addition, there are 47 real properties (including 39 towers and 8 studios) at the restricted group that are unencumbered.


Capex Breakdown Cap Ex Spend Category 2022 2021 Department Digital (primarily A2 platform and Ad Tech) $55,727,540 $53,585,607 Growth Engineering (Broadcast) 5,662,630 8,025,616 Maintenance (1) 2,972,912 Maintenance/Cost Savings Real Estate 15,234,578 (2) Maintenance/Growth IT (network, infrastructure) 3,445,429 11,995,464 Re-Branding (one time project, Audacy name change) 750,867 65,436 Growth $80,821,044 $76,645,035 Total Cap Ex Summary $63,646,507 Growth $56,478,407 69.9% 83.0% % Growth (3) Maintenance $24,342,637 $12,998,528 30.1% 17.0% % Maintenance Total $80,821,044 $76,645,035 (1) The company is executing an ongoing program to reduce its RE footprint and its cost across the country. Our 2022 spend includes a number of projects, including moving our studio in San Francisco as a result of the upcoming termination of our lease in CBS's studio. Our RE spend fluctuates significantly year to year as a result of the specific projects being executed. (2) IT maintenance is approx $2-3.5M annually. In 2021, IT investment surged to lay the foundation to support the growth and expansion of our digital platform. (3) During 2021, we reduced our maintenance investment to make way to build the underlying IT infrastructure to enable our new streaming platform and to refresh the technology that supports the air chain for our radio signal for both streaming and OTA distribution. Going forward, we expect our maintenance investment will average between $25-30 million / year over the projection period, depending on the extent of RE projects in a given year and/or broadcast engineering must do investments. 27


Real Estate Appraisals: Audacy Atlas External Appraisal Detail Real Property Type Estimated Value⁽¹⁾ Low High 1555 Central Avenue, Needham, MA Tower $3,310,000 $2,300,000⁽²⁾ $4,320,000⁽³⁾ 3791 Big Tree Road, Hamburg, NY Tower 3,330,000 3,330,000 3,330,000 375 E Army Trail Road, Glendale Heights, IL Tower 12,700,000 5,400,000⁽⁴⁾ 20,000,000⁽⁵⁾ 345 Deercliff Road, Avon, CT Tower 1,300,000 1,300,000 1,300,000 3237 Coon Rapids Boulevard, Coon Rapids, MN Tower 5,700,000 5,700,000 5,700,000 5215 Industrial Avenue NW, Ramsey, MN Tower 380,000 380,000 380,000 17550 NE Marine Drive, Portland, OR Tower 13,900,000 13,900,000 13,900,000 219 Magdalen Lane, O'Fallon, MO Tower 3,650,000 3,650,000 3,650,000 83 Leo M. Birmingham Parkway, Brighton, MA Office 24,750,000 19,500,000⁽⁶⁾ 30,000,000⁽⁷⁾ 840 N Central Avenue, Phoenix, AZ O ff ice 10,500,000⁽⁸⁾ 10,500,000 12,580,000 Total $79,520,000 $65,960,000 $95,160,000 (1) Based on midpoint of external appraisal range, unless specified otherwise. (2) As-is valuation; based on current zoning as SRA, Single Residence. (3) Valuation based on hypothetical zoning change to Commercial. (4) As-is valuation; based on current zoning as AE, Agricultural Estate District. (5) Valuation based on hypothetical zoning change to Industrial. (6) As-is, low-density life science or residential. (7) As-entitled, mid-density life science. 28 (8) Based on offer received for the property.


Real Estate Appraisals: All Other External Appraisal Detail # Property Type Estimated Value⁽¹⁾ Low High 1 174 Chalmers Drive NW, Atlanta, GA Tower $1,380,000 2 0 Chalmers Drive NW, Atlanta, GA Vacant 50,000 3 12008 SW Martin Highway, Palm City, FL Vacant / Tower 870,000 4 10 Hidden Pass Road, Richmond, VA Vacant 30,000 5 0 Trexler Street, East Spencer, NC Vacant 50,000 6 2500 SW Rolling Road, Baltimore, MD Tower 590,000 7 1791 Bush Road, Grand Island, NY Tower 1,120,000 8 2124 Saturn Road, Dallas, TX Tower 3,470,000 9 4790 East County Line Road, Littleton, CO Tower 730,000 10 8009 Lyndon Street, Detroit, MI Tower 130,000 11 9880 Haggerman Road, Berlin, MI Tower 820,000 12 10215 Telegraph Road, Ash Township, MI Tower 400,000 13 2201 Woodward Heights Boulevard, Ferndale, MI Tower 640,000 14 12450 SE 50th Street, Morriston, FL Tower 370,000 15 3275 SE County Road 343, Morriston, FL Tower 550,000 16 N/A, Tryon Peak, NC Tower 140,000 17 235 Broadcast Drive, Spartanburg, SC Tower 470,000 18 50 North 6th Street, Greenville, SC Tower 780,000 19 1502 Crestwood, Pasadena, TX Tower 520,000 20 10 Hughes Road, Claycomo, MO Tower 1,150,000 21 8105 Mission Road, Prairie Village, KS Tower 3,520,000 22 4301 W 190th Street, Torrance, CA Tower 200,000 23 6839 Portage Road, Windsor, WI Tower 390,000 29 (1) Based on external appraisal point estimate or midpoint of external appraisal range.


Real Estate Appraisals: All Other (Cont’d) External Appraisal Detail # Property Type Estimated Value⁽¹⁾ Low High 24 5900 Barataria Boulevard, Jefferson Parish Marrero, LA Tower 30,000 25 3925 Idaho Street, Gretna, LA Tower 920,000 26 462 Polito Avenue, Lyndhurst, NJ Tower 1,340,000 27 550 King Avenue, Bronx, NY Tower 1,210,000 28 1267 N. Church Street, Moorestown, NJ Tower 3,040,000 29 5090 Joshua Road, Whitemarsh, PA Tower 3,370,000 30 2724 Clearview Road, Pittsburgh, PA Tower 1,520,000 31 9600 WRVA Road, Richmond, VA Tower 810,000 32 2760 S. Clinton Avenue, Brighton, NY Tower 360,000 33 4480 State Route 162, Granite City, IL Tower 180,000 34 6000 Ager Road, Hyattsville, MD Tower 1,260,000 35 1621 N Rock Road, Wichita, KS Tower 620,000 36 Route 309, Hazelton, PA Tower 350,000 37 Armstrong Road, Pittston, PA Tower 80,000 38 Route 933 Laurel Run Road, Bear Creek Township, PA Tower 340,000 Towers Subtotal $33,800,000 $33,800,000 $33,800,000 39 625 Second Ave South, Minneapolis, MN Office 1,500,000 40 3245 Basie Road, Richmond, VA Office 2,600,000 41 25 Garlington Rd, Greenville, SC Office 2,382,510 2,091,960 2,673,060 42 7000 Squibb Road, Mission, KS Office 5,450,000 5,300,000 5,600,000 43 7413 Old Lee Highway, Chattanooga, TN Office 1,000,000 950,000 1,050,000 44 11800 West Grange Ave, Hales Corner, WI Office 1,103,000 45 305 Highway 315, Pittston, PA Office 900,000 800,000 1,000,000 Total $48,735,510 $48,144,960 $49,326,060 30 (1) Based on external appraisal point estimate or midpoint of external appraisal range.


Org Chart 1 Audacy, Inc. = Public Company = 1L Loans = 2L Notes Audacy Capital Corp. = Receivables Originator Yellow Border = Equity Not Pledged = Unrestricted Sub Audacy Corp. Audacy Miami, LLC = Receivables Sub = Immaterial Sub Audacy Operations, Inc. Other QL Audacy Audacy Audacy Audacy Audacy Audacy Audacy State- Specialty Gaming Texas, New York, Networks, Properties, Int’l, License, Atlas, 3 Specific OpCos Group, LLC LLC LLC LLC LLC LLC 2 LLC OpCos LLC Audacy Cadence 13, Podcorn + Receivables, 4 LLC Pineapple LLC 1 Pennsylvania corporation (all other entities are Delaware corporations). 2 “Other State-Specific OpCos” refers to: Audacy Arizona, LLC; Audacy California, LLC; Audacy Colorado, LLC; Audacy Connecticut, LLC; Audacy Florida, LLC; Audacy Georgia, LLC; Audacy Illinois, LLC; Audacy Kansas, LLC; Audacy Louisiana, LLC; Audacy Maryland, LLC; Audacy Massachusetts, LLC; Audacy Michigan, LLC; Audacy Minnesota, LLC; Audacy Missouri, LLC; Audacy Nevada, LLC; Audacy North Carolina, LLC; Audacy Ohio, LLC; Audacy Oregon, LLC; Audacy Pennsylvania, LLC; Audacy Rhode Island, LLC; Audacy South Carolina, LLC; Audacy Tennessee, LLC; Audacy Virginia, LLC; Audacy Washington DC, LLC; Audacy Washington, LLC; and Audacy Wisconsin, LLC. 3 “Specialty OpCos” refers to AmperWave, LLC; Audacy Radio Tower, LLC; Audacy Services, LLC; Audacy Sports Radio, LLC; Eventful, LLC; and Infinity Broadcasting, LLC. 4 Podcorn + Pineapple” refers to Podcorn Media, LLC and Pineapple Street Media, LLC. 31