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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Commission File Number: 001-14461

Entercom Communications Corp.
(Exact name of registrant as specified in its charter)

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý    No o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý    No o

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class A Common Stock, $.01 par value—41,966,546 Shares Outstanding as of May 2, 2003
Class B Common Stock, $.01 par value—9,311,805 Shares Outstanding as of May 2, 2003

ENTERCOM COMMUNICATIONS CORP.
INDEX

Private Securities Litigation Reform Act Safe Harbor Statement

        This report contains, in addition to historical information, statements by us with regard to our expectations as to financial results and other aspects of our business that involve risks and uncertainties and may constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.

        Forward-looking statements are presented for illustrative purposes only and reflect our current expectations concerning future results and events. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws, including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

        You can identify these forward-looking statements by our use of words such as "anticipates," "believes," "continues," "expects," "intends," "likely," "may," "opportunity," "plans," "potential," "project," "will," and similar expressions to identify forward-looking statements, whether in the negative or the affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. These forward-looking statements are subject to risks, uncertainties and other factors, some of which are beyond our control, which could cause actual results to differ materially from those forecast or anticipated in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this report. We undertake no obligation to update these statements or publicly release the result of any revision(s) to these statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

        Key risks to our company are described in our annual report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2003.

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PART I
FINANCIAL INFORMATION

ITEM 1. Financial Information

ENTERCOM COMMUNICATIONS CORP
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND MARCH 31, 2003
(amounts in thousands)
(unaudited)

ASSETS

See notes to consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2002 AND MARCH 31, 2003
(amounts in thousands)
(unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

See notes to consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 AND 2003
(amounts in thousands, except share and per share data)
(unaudited)

See notes to consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
THREE MONTHS ENDED MARCH 31, 2002 AND 2003
(amounts in thousands)
(unaudited)

See notes to consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2002 AND 2003
(amounts in thousands)
(unaudited)

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ENTERCOM COMMUNICATIONS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2002 AND 2003
(amounts in thousands)
(unaudited)

SUPPLEMENTAL DISCLOSURES ON NON-CASH INVESTING AND FINANCING ACTIVITIES—

        In connection with the issuance of certain awards of Restricted Stock for 16,500 shares of Class A Common Stock for the three months ended March 31, 2003, the Company increased its additional paid-in-capital by $0.7 million for the three months ended March 31, 2003.

        In connection with the exchange of radio station assets, the non-cash portion of assets recorded was $0.3 million for the three months ended March 31, 2003.

See notes to consolidated financial statements.

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ENTERCOM COMMUNICATIONS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2002 AND 2003

1.     BASIS OF PRESENTATION

        The condensed consolidated interim unaudited financial statements included herein have been prepared by Entercom Communications Corp. and its subsidiaries (collectively, the "Company") in accordance with (1) generally accepted accounting principles for interim financial information and (2) the instructions of the Securities and Exchange Commission (the "SEC") to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the financial statements reflect all adjustments considered necessary for a fair statement of the results of operations and financial position for the interim periods presented. All such adjustments are of a normal, recurring nature. The Company's results are subject to seasonal fluctuations and therefore, the results shown on an interim basis are not necessarily indicative of results for a full year.

        This Form 10-Q should be read in conjunction with the financial statements and notes thereto included in the Company's audited financial statements as of and for the year ended December 31, 2002, and filed with the SEC on February 28, 2003, as part of the Company's Form 10-K.

Reportable Segment

        The Company operates under one reportable business segment, radio broadcasting, for which segment disclosure is consistent with the management decision-making process that determines the allocation of resources and the measuring of performance.

Reclassifications

        Certain prior year amounts have been reclassified to conform to the current year's presentation, which had no effect on the financial position, results of operations or cash flows of the Company.

Use of Estimates

        The Company makes estimates and assumptions that affect the amounts reported in the financial statements and the disclosures made in the accompanying notes. For example, the Company uses estimates for reserves to determine the collectibility of accounts receivable and to determine the value of deferred tax assets and liabilities and contingencies and litigation. The Company uses estimates to determine the remaining economic lives and carrying values of property and equipment and other definite-lived intangible assets. The Company estimates the fair value of the Company's radio broadcasting licenses and goodwill for purposes of testing for impairment. The Company also uses assumptions when employing the Black-Scholes valuation model to estimate the fair value of stock options granted for pro forma disclosures (see Note 2). Despite the Company's intention to establish accurate estimates and assumptions, actual results may differ from the Company's estimates.

Recent Accounting Pronouncements

        In June 2001, the Financial Accounting Standards Board ("FASB") issued the Statement of Financial Standards ("SFAS") No. 143, "Accounting for Asset Retirement Obligations," that applies to legal obligations associated with the retirement of a tangible long-lived asset that results from the acquisition, construction, or development and/or the normal operation of a long-lived asset. Under SFAS No. 143, guidance is provided on measuring and recording the liability. Adoption of SFAS No. 143 by the Company was effective on January 1, 2003. The Company believes that the adoption of SFAS No. 143 did not have a material impact on the Company's financial position, cash flows or results of operations.

        In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." SFAS No. 145 rescinds FASB Statement No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment of SFAS No. 4, SFAS No. 64,

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"Extinguishments of Debt to Satisfy Sinking-Fund Requirements." SFAS No. 145 also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." SFAS No. 145 amends SFAS No. 13, "Accounting for Leases," to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. In the past, the Company has reflected losses from extinguishments of debt as extraordinary items. Under SFAS No. 145, debt extinguishments are often routine, recurring transactions and in most circumstances would require treatment other than as an extraordinary item. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in Accounting Principles Board ("APB") Opinion No. 30 for classification as an extraordinary item shall be reclassified. Adoption of SFAS No. 145 by the Company was effective on January 1, 2003. The Company believes that the adoption of SFAS No. 145 did not have a material impact on the Company's financial position, cash flows or results of operations.

        In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred and improves financial reporting by requiring that a liability for a cost associated with an exit or disposal activity be recognized and measured at fair value only when the liability is incurred. Adoption of SFAS No. 146 by the Company was effective on January 1, 2003 and was not retroactive to prior years. The Company believes that the adoption of SFAS No. 146 did not have a material impact on the Company's financial position, cash flows or results of operations.

        In November 2002, the FASB issued FASB Interpretation No. ("FIN") 45 entitled "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others," which provides for an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FIN 34. This interpretation elaborates on the disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. This interpretation also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. Adoption of FIN 45 by the Company was effective on January 1, 2003 and will be applied prospectively to all guarantees issued or modified after December 31, 2002. The Company believes that the adoption of FIN 45 did not have a material impact on the Company's financial position, cash flows or results of operations (see Note 10 for further discussion).

        In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure," that amends SFAS No. 123, "Accounting for Stock-Based Compensation." SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No. 123 to require more prominent and more frequent disclosures in financial statements about the effects of stock-based compensation. Adoption of SFAS No. 148 by the Company was effective on January 1, 2003. The Company currently accounts for stock-based compensation plans under APB No. 25 for employees and under SFAS No. 123 for non-employees. The Company believes that the adoption of SFAS No. 148 did not have a material impact on the Company's financial position, cash flows or results of operations as management does not anticipate changing the Company's method to the fair value based method of accounting for stock-based employee compensation under SFAS No. 123.

        In January 2003, the FASB issued FIN 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51," which requires all variable interest entities to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interests in the variable interest entity. A variable interest entity is an entity where the primary beneficiary's interest in the entity can change with changes in factors other than the amount of investment in the entity. The interpretation also expands disclosure requirements for both variable interest entities that are consolidated as well as variable interest entities from which the entity is the holder of a significant amount of the beneficial interests, but not the majority. The disclosure requirements of FIN 46 are effective for all financial statements issued after January 31, 2003. The consolidation requirements of FIN 46 are effective for all periods beginning after June 15, 2003. The Company does not have any interest in such variable interest entities as of March 31, 2003.

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        In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133. SFAS No. 149 clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is generally effective for contracts entered into or modified after June 30, 2003. Management is currently reviewing the applicability of SFAS No. 149 on the Company's financial position, cash flows or results of operations.

2.     INCENTIVE STOCK-BASED COMPENSATION

        The Company accounts for its incentive stock-based compensation under the intrinsic value method in accordance with the provisions of APB No. 25, "Accounting for Stock Issued to Employees," as interpreted by FIN 44, "Accounting for Certain Transactions Involving Stock Compensation, and Interpretation of APB Opinion No. 25." The Company presents the pro forma disclosures required by SFAS No. 123 "Accounting for Stock-Based Compensation" as amended by SFAS No. 148 "Accounting for Stock-Based Compensation—Transition and Disclosure," and related Interpretations. SFAS No. 123, requires disclosure of the pro forma effects on net income and net income per share had the fair value recognition provisions of SFAS No. 123 been adopted. SFAS No. 123 permits the use of either a fair value based method or the intrinsic value method to measure the expense associated with stock-based compensation arrangements.

        To determine the pro forma impact, the Company has employed the widely-used Black-Scholes model to estimate the fair value of options granted. This valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. This model also requires the input of highly subjective assumptions including the expected stock price volatility. The Company's outstanding stock options have characteristics significantly different from those of traded options, and since changes in the subjective input assumptions can materially affect this estimate, the Company believes the Black-Scholes model should not be used as the only measure of the fair value of the Company's stock options.

        The weighted average fair value of each option granted under the various stock option plans for the three months ended March 31, 2002 and 2003 was $24.26 and $18.79 respectively. The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:

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        In accordance with the interim disclosure provisions of SFAS No. 148, the following table presents the pro forma effect on our net income (loss) had compensation expense under the Equity Compensation Plan (see Note 3) been recorded for the three months ended March 31, 2002 and 2003, as determined under the fair value method:

3.     STOCK OPTIONS AND RESTRICTED STOCK

        On June 24, 1998, the Company adopted its 1998 Equity Compensation Plan ("Plan"). The Plan allows officers (including those also serving as directors) and other employees, non-employee directors and key advisors and consultants, selected by a Committee of Board of Directors, to receive incentive stock options, nonqualified stock options, restricted stock and stock appreciation rights in the Common Stock of the Company. The restricted stock vests over periods that vary from three to four years. The options vest over a four-year period and expire ten years from the date of grant. The Company has reserved 2.5 million shares plus 10% of the combined classes of Common Stock outstanding at the time of grant for issuance under the Plan. The Company recognized non-cash compensation expense (1) for the granting of restricted stock and (2) for options granted where the option price is less than the market value of shares on the grant date, for options issued to non-employees, for performance based options and for options where the exercise period was extended for certain members of our Board of Directors who retired on May 2, 2002.

        During the three months ended March 31, 2002 and 2003, the Company issued non-qualified options to purchase 1,141,932 shares and 1,254,916 shares, respectively, of its Class A Common Stock at prices per share ranging from $48.00 to $55.61 and $45.03 to $51.01, respectively. All of the options become exercisable over a four-year period. The Company recognized non-cash stock-based compensation expense in the amount of $102,000 and $19,000 for the three months ended March 31, 2002 and 2003, respectively.

        During the three months ended March 31, 2003, the Company issued 16,500 shares of Restricted Stock and increased its additional paid-in-capital by $0.7 million. The shares of Restricted Stock vest over periods that range from three to four years. In connection with awards of Restricted Stock, the Company recognized non-cash stock-based compensation expense in the amount of $32,000 and $74,000 for the three months ended March 31, 2002 and 2003, respectively.

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4.     INTANGIBLE ASSETS AND GOODWILL

        Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which requires that goodwill and certain intangible assets not be amortized. Instead, these assets are reviewed at least annually for impairment and charged to results of operations only in the periods in which the recorded value of goodwill and certain intangibles is more than its fair value. The Company determined that broadcasting licenses, which previously had been amortized over the maximum period allowed of 40 years, were deemed to have indefinite useful lives. Adoption of SFAS No. 142 had the impact of eliminating the Company's non-cash amortization expense for goodwill and broadcasting licenses.

Indefinite-Lived Intangibles

        As of the date of adoption of SFAS No. 142, the Company reflected unamortized goodwill and unamortized broadcasting licenses in the amounts of $4.2 million and $1.2 billion, respectively. These amounts, which were combined in the balance sheet as of December 31, 2002, under radio broadcasting licenses and other intangibles, were reclassified in the balance sheets, including the guarantor balance sheets in Note 13, to separately reflect radio broadcasting licenses and goodwill. During the first quarter of 2002, the Company completed the transitional non-amortizing intangible asset impairment test for broadcasting licenses and recorded to the statement of operations a $138.9 million impairment charge, net of a deferred tax benefit of $92.6 million, under the cumulative effect of accounting change. The amount of the broadcasting licenses impairment charge was determined by relying primarily on a discounted cash flow approach assuming a start-up scenario in which the only assets held by an investor were broadcasting licenses. The Company determined the reporting unit as a radio market and compared the carrying amount of the broadcasting licenses in each market to the fair value of the market's broadcasting licenses.

        SFAS No. 142 requires the Company to test broadcasting licenses on an annual basis and between annual tests if an event occurs or circumstances change that would, more likely than not, reduce the fair value of broadcasting licenses below the amount reflected in the balance sheet. During the first quarter of 2003, the Company completed the non-amortizing intangible asset impairment test for broadcasting licenses and determined that the fair value of the broadcasting licenses was equal to or greater than the amount reflected in the balance sheet for each of the markets tested and accordingly, no impairment was recorded in the quarter ended March 31, 2003. If actual market conditions are less favorable than those projected by the industry or the Company, or if an event occurs or circumstances change that would, more likely than not, reduce the fair value of the Company's broadcasting licenses below the amount reflected in the balance sheet, the Company may be required to recognize additional impairment charges. The amount of unamortized broadcasting licenses reflected in the balance sheet as of March 31, 2003 was $1.1 billion.

Goodwill

        During the second quarter of 2002, the Company completed the transitional assessment of goodwill as required by SFAS No. 142 and compared the fair value of each market to the amount reflected in the balance sheet for each market. The Company determined that the carrying amount of goodwill for each of the Company's markets did not exceed the fair value. The fair value was determined by using either an income or market approach for each market cluster. The market approach compared recent sales and offering prices of similar properties. The income approach used the subject property's income generated over a specified time and capitalized at an appropriate market rate to arrive at an indication of the most probable selling price. If the fair value for any market had exceeded the amount reflected in the balance sheet, an indication would have existed that the amount of goodwill attributed to a market may be impaired and the Company would have been required to perform a second step of the transitional impairment test. In the second step, the Company compares the implied fair value of the market's goodwill, determined by allocating the market's fair value to all of its assets and liabilities in a manner similar to a purchase price allocation in accordance with SFAS No. 141, to the amount reflected in the balance sheet. Since the second step was not required by the Company in 2002, the Company did not record a goodwill impairment charge in 2002.

        SFAS No. 142 requires the Company to test goodwill on an annual basis and between annual tests if an event occurs or circumstances change that would, more likely than not, reduce the fair value of goodwill below the

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amount reflected in the balance sheet. Since no event occurred or circumstances changed during the first quarter of 2003 that would, more likely than not, reduce the fair value of goodwill below the amount reflected in the balance sheet, no impairment was recorded in the quarter ended March 31, 2003. If actual market conditions are less favorable than those projected by the industry or the Company, or if an event occurs or circumstances change that would, more likely than not, reduce the fair value of the Company's goodwill below the amount reflected in the balance sheet, the Company may be required to recognize additional impairment charges. The amount of goodwill reflected in the balance sheet as of March 31, 2003 was $139.0 million.

        The changes in the carrying amount of goodwill, in thousands, for the three months ended March 31, 2003 are as follows:

Definite-Lived Intangibles

        Effective January 1, 2002, the Company adopted SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets," that addresses financial accounting and reporting for the impairment or disposal of long-lived assets. While SFAS No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," it removes certain assets such as deferred tax assets, goodwill and intangible assets not being amortized from its scope and retains the requirements of SFAS No. 121 regarding the recognition of impairment losses on long-lived assets held for use. SFAS No. 144 also supercedes the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions," for the disposal of a segment of a business. SFAS No. 144 retains, however, the requirement in APB Opinion No. 30 to report separately discontinued operations and extends that reporting to a component of an entity that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as held for sale. The Company believes that the adoption of SFAS No. 144 did not have a material impact on the Company's financial position, cash flows or results of operations.

        The Company has definite-lived intangible assets that consist of advertiser lists and customer relationships, and acquired advertising contracts that are amortized in accordance with SFAS No. 142. These assets are amortized over the period for which the assets are expected to contribute to the Company's future cash flows. The amounts of the amortization expense for definite-lived intangible assets were $26,000 and $21,000 for the three months ended March 31, 2002 and 2003, respectively. As of March 31, 2003, the Company reflected $0.6 million in unamortized definite-lived assets, which amounts are included in deferred charges and other assets on the balance sheet.

        The following table presents the Company's estimate of amortization expense, in thousands, for each of the succeeding years ending December 31, for definite-lived assets:

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5.     ACQUISITIONS AND UNAUDITED PRO FORMA SUMMARY

Acquisitions for the Three Months Ended March 31, 2003

        On March 5, 2003, the Company completed a transaction with Washington Interstate Broadcasting Co., Inc. ("Interstate") to exchange certain assets primarily consisting of the broadcast licenses used in the operation of radio stations serving the Longview, Washington radio market. Interstate provided KUKN-FM's license to the Company in exchange for KLYK-FM's license and $0.5 million in cash. Each of the stations retained its own call letters, programming format and studio and office property and equipment. The transaction was accounted for as a monetary transaction due to the significance of cash included in the exchange. The assets received were recorded at fair value and the Company recognized a loss of $0.2 million on the assets relinquished. The Company anticipates that with the completion of this transaction, the Company can improve the signal strength and coverage area for an FM radio station located in a nearby market.

        For this transaction, the aggregate purchase price, including transaction costs of $0.1 million, was allocated as follows and is based upon information available at this time and is subject to change:

        On March 21, 2003, the Company acquired from Tribune Denver Radio, Inc. and Tribune Broadcasting Company ("Tribune") the assets of KQMT-FM (formerly KKHK-FM) serving the Denver, Colorado radio market for a purchase price of $55.0 million in cash. The source of the funds used to complete this transaction was as follows: (1) $49.5 million was paid from cash on hand and (2) $5.5 million of the purchase price was applied against an $18.0 million deposit made on January 2, 2002. The amount the Company recorded for goodwill of $9.1 million is fully deductible for income tax purposes. The Company anticipates that the addition of KQMT-FM and its position in the market, to the acquisition of previously acquired Denver radio stations, will allow the Company to compete more effectively by increasing the Company's cluster share of market revenues. With this acquisition, the Company completed the December 24, 2001 Option Agreement with Tribune to acquire the assets of KOSI-FM, KQMT-FM and KEZW-AM serving the Denver, Colorado radio market for an aggregate purchase price of $180.0 million in cash. A time brokerage agreement commenced for all three stations on February 1, 2002. On July 24, 2002, the Company acquired the assets of KOSI-FM and KEZW-AM for $125.0 million in cash under the Option Agreement that was amended on May 8, 2002 to facilitate the purchase of the assets under two separate transactions. With this acquisition, the Company owns four radio stations serving the Denver, Colorado radio market.

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        For this acquisition, the aggregate purchase price, including transaction costs of $0.1 million, was allocated as follows and is based upon information available at this time and is subject to change:

Unaudited Pro Forma Summary

        The following unaudited pro forma summary presents the consolidated results of operations as if any acquisitions which occurred during the period of January 1, 2002 through March 31, 2003 had all occurred as of January 1, 2002. The summary is also pro forma to include certain adjustments, including depreciation and amortization of assets and interest expense on any debt incurred to fund acquisitions which would have been incurred had such acquisitions occurred as of January 1, 2002. For a discussion of these acquisitions, please refer to the Company's Form 10-K filed with the Securities and Exchange Commission on February 28, 2003, which should be read in conjunction with our condensed consolidated financial statements, the related notes and all other information included elsewhere in this Form 10-Q. These unaudited pro forma results, which do not reflect certain contracts or joint sales agreements that are accounted for as separate profit centers, have been prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of that date or results which may occur in the future.

6.     SENIOR DEBT

        The Company has a bank credit agreement (the "Bank Facility") with a syndicate of banks which initially provided for senior secured credit of $650.0 million consisting of: (1) a $325.0 million reducing revolving credit facility ("Revolver") and (2) a $325.0 million multi-draw term loan ("Term Loan"). The Revolver and Term Loan, which mature on September 30, 2007, each reduce on a quarterly basis that began on September 30, 2002, in

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quarterly amounts that vary from $12.2 million to $16.3 million for each loan. As of March 31, 2003, the Company had $272.2 million of borrowings outstanding under the Bank Facility's Term Loan, in addition to $7.7 million in outstanding Letters of Credit under the Revolver. Under the Term Loan, the Company prepaid in November 2002, the principal in the amount of $14.2 million that was due on March 31, 2003 and in March 2003, the Company prepaid the principal in the amount of $14.2 million that will be due June 30, 2003. The Bank Facility requires the Company to comply with certain financial covenants and leverage ratios that are defined terms within the agreement and that include but are not limited to the following: (1) Total Debt to Operating Cash Flow, (2) Operating Cash Flow to Interest Expense, (3) Operating Cash Flow to Pro Forma Debt Service and (4) Operating Cash Flow to Fixed Charges. Management believes that the Company is in compliance with all of the terms of the Bank Facility. On March 3, 2003, the Company entered into a Third Amendment under the Bank Facility that permitted the Company to redeem the Convertible Preferred Securities, Term Income Deferrable Equity Securities ("TIDES") and modified certain terms for insurance coverage. The amount available under the $650.0 million Bank Facility as of March 31, 2003, was $278.7 million, subject to covenant compliance at the time of each borrowing and quarterly debt reduction commitments.

        The Company enters into interest rate transactions with different banks to diversify its risk associated with interest rate fluctuations against the variable rate debt under the Bank Facility and to comply with certain covenants under the Bank Facility. Under these transactions, the Company agrees with other parties to exchange, at specified intervals, the difference between fixed rate and floating rate interest amounts calculated by reference to an agreed notional principal amount against the variable debt. The total notional amount outstanding as of March 31, 2003 was $30.0 million as one of these transactions in the notional amount of $35.0 million expired during the quarter ended March 31, 2003. The remaining agreement in the amount of $30.0 million, with an initial term of 10 years, effectively fixes the interest at a rate of 5.8% on current borrowings equal to the total notional amount (see Note 9).

7.     SENIOR SUBORDINATED NOTES

        On February 27, 2002, the Company's wholly owned subsidiary, Entercom Radio, LLC, entered into an underwriting agreement to sell $150.0 million of 7.625% Senior Subordinated Notes ("Notes") due March 1, 2014. The Company completed this offering on March 5, 2002 and received net proceeds of $145.7 million. There were approximately $4.3 million in deferred offering costs recorded in connection with the sale, which are amortized to interest expense over the life of the Notes using the effective interest rate method.

        Interest on the Notes, which are in denominations of $1,000 each, accrues at the rate of 7.625% per annum and is payable semi-annually in arrears on March 1 and September 1, commencing on September 1, 2002. The Company may redeem the notes on and after March 1, 2007 at an initial redemption price of 103.813% of their principal amount plus accrued interest. In addition, before March 1, 2005, the Company may redeem up to 35% of the Notes at a redemption price of 107.625% of their principal amount plus accrued interest, using proceeds of qualified equity offerings. The Notes are unsecured and rank junior to the Company's senior indebtedness. In addition to the parent, Entercom Communications Corp., all of the Company's other subsidiaries (excluding Entercom Communications Capital Trust, see Note 13) have fully and unconditionally guaranteed jointly and severally these Notes ("Subsidiary Guarantors"). Under certain covenants, the Subsidiary Guarantors are restricted from paying dividends or distributions in excess of amounts defined under the Notes and the Subsidiary Guarantors cannot incur additional indebtedness if the Leverage Ratio of Entercom Radio, LLC exceeds a specified level.

8.     CONVERTIBLE PREFERRED SECURITIES

        On October 6, 1999, the Company sold 2,500,000 Convertible Preferred Securities, Term Income Deferrable Equity Securities ("TIDES"), including underwriters' over-allotments at an offering price of $50.00 per security. The net proceeds to the Company after deducting underwriting discounts and other offering expenses, was $120.5 million. The TIDES represent undivided preferred beneficial ownership interest in the assets of Entercom Communications Capital Trust ("Trust"). The Trust used the proceeds to purchase from the Company an equal amount of 6.25% Convertible Subordinated Debentures due 2014 ("Debentures"). Upon the due date of the Debentures, the Company will pay the outstanding amount due to the Trust and the Trust will redeem all of the outstanding TIDES. The Company owns all of the common securities issued by the Trust. The Trust exists for the sole purpose of issuing the common securities and the TIDES. The Trust's sole assets consists of the $125.0 million aggregate principal amount of the Company's 6.25% Convertible Subordinated Debentures due September 30, 2014.

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The Company has entered into several contractual arrangements for the purpose of fully, irrevocably and unconditionally guaranteeing the Trust's obligations under the TIDES. The holders of the TIDES have a preference with respect to each distribution and amounts payable upon liquidation, redemption or otherwise over the holders of the common securities of the Trust. Each TIDES is convertible into shares of the Company's Class A Common Stock at the rate of 1.1364 shares of Class A Common Stock for each TIDES. The Company completed this offering on October 6, 1999, and issued 2,500,000 TIDES at $50.00 per TIDES. Effective October 3, 2002, the TIDES may be fully or partially redeemed by the Company by providing the TIDES holder the option to receive cash at a defined premium or to convert to equity. The TIDES are convertible into Class A Common Stock at $44.00 per share.

        On March 4, 2003, the Company issued a notice of redemption pursuant to its decision to redeem on April 7, 2003, all of the Company's outstanding 6.25% Convertible Subordinated Debentures. This redemption resulted in the corresponding redemption of the TIDES issued by the Trust. For those TIDES holders who elected not to convert to shares of Class A Common Stock, the redemption price for the TIDES was $51.563 for each $50.00 of principal amount. As of March 31, 2003, the amount reflected in the balance sheet was a liability of $125.0 million (see Note 16).

9.     DERIVATIVE AND HEDGING ACTIVITIES

        Effective January 1, 2001, the Company adopted SFAS No. 133 "Accounting for Derivative and Hedging Activities," that was amended by SFAS No. 137 and SFAS No. 138. SFAS No. 133 established accounting and reporting standards for (1) derivative instruments, including certain derivative instruments embedded in other contracts, which are collectively referred to as derivatives and (2) hedging activities. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. All derivatives, whether designated in hedging relationships or not, are required to be recorded on the balance sheet at fair value. If the derivative is designated as a fair value hedge, the changes in the fair value of the derivative and the hedged item are recognized in the statement of operations. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income (loss) and are recognized in the statement of operations when the hedged item affects net income (loss). SFAS No. 133 defined new requirements for designation and documentation of hedging relationships as well as on going effectiveness assessments in order to use hedge accounting under this standard. A derivative that does not qualify as a hedge is marked to fair value through the statement of operations. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes relating all derivatives that are designated as fair value or cash flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assesses, both at the inception of the hedge and on an ongoing basis, whether each derivative is highly effective in offsetting changes in fair values or cash flows of the hedged item. If it is determined that a derivative is not highly effective as a hedge or if a derivative ceases to be a highly effective hedge, the Company will discontinue hedge accounting prospectively.

For the Three Months Ended March 31, 2002

        During the three months ended and as of March 31, 2002, the Company had a derivative outstanding with an aggregate notional amount of $30.0 million that did not qualify for hedge accounting treatment. For the three months ended March 31, 2002, the Company recorded to the statement of operations, a $0.4 million gain under gain on derivative instruments.

        During the three months ended March 31, 2002, the Company had derivatives outstanding with notional amounts of $233.0 million ($125.0 million was outstanding as of March 31, 2002) which were designated as cash flow hedges that qualified for hedge accounting treatment. For the three months ended March 31, 2002, the Company recorded the ineffective amount of the hedges to the statement of operations as a $0.2 million gain and the effective amount of the hedges to the statement of other comprehensive income as a $3.2 million gain to unrealized gain on hedged derivatives.

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For the Three Months Ended March 31, 2003

        During the three months ended and as of March 31, 2002, the Company had a derivative outstanding with an aggregate notional amount of $30.0 million that did not qualify for hedge accounting treatment. For the three months ended March 31, 2003, the Company recorded to the statement of operations a $0.4 million gain under gain on derivative instruments.

        During the three months ended March 31, 2002, the Company had derivatives outstanding with notional amounts of $35.0 million that expired during January 2003, which were designated as cash flow hedges that qualified for hedge accounting treatment. For the three months ended March 31, 2003 the Company recorded the ineffective amount of the hedge to the statement of operations as a $0.3 million loss under gain on derivative instruments. For those derivatives that qualified for hedge accounting treatment, as of March 31, 2003, the Company has reclassified to the statement of operations all fair value adjustments previously recorded to the statement of other comprehensive income (loss).

10.   COMMITMENTS AND CONTINGENCIES

Pending Acquisition

        The Company entered into a preliminary agreement on February 6, 1996, to acquire the assets of radio station KWOD-FM, Sacramento, California, from Royce International Broadcasting Corporation ("Royce"), subject to approval by the FCC, for a purchase price of $25.0 million. Notwithstanding the Company's efforts to pursue this transaction, Royce has been non-responsive. On July 28, 1999, the Company commenced a legal action seeking to enforce this agreement. After a trial in November 2001, the California Superior Court ruled that the 1996 agreement was enforceable and that the court would order specific performance of the agreement to sell KWOD and on April 30, 2002 the Court issued an Interlocutory Judgment ordering, among other things that Royce complete such sale in exchange for the $25.0 million purchase price, less the amount of the Company's damages to be determined by the court. The Company placed $25.0 million in cash and a $7.5 million irrevocable standby letter of credit in an escrow account pending the sale of the KWOD assets. On May 5, 2003 the California Court of Appeals affirmed in full the Judgment of the Superior Court and on May 12, 2003 the FCC issued its consent to the transfer of the license. The Company estimates that the impact of an unfavorable outcome will not materially impact the Company's financial position, results of operations or cash flows. The Company anticipates completing this transaction in the near future but cannot be assured if and when the transaction might be completed.

Contingencies

        In October 1999, The Radio Music License Committee ("RMLC"), of which the Company is a participant, filed a motion in the New York courts against Broadcast Music, Inc. ("BMI") commencing a rate-making proceeding, on behalf of the radio industry, seeking a determination of fair and reasonable industry-wide license fees. The trial of the rate court proceeding has been adjourned as RMLC and BMI are engaged in settlement discussions, with the outcome of this matter undetermined at this time. The RMLC is also currently in negotiations with American Society of Composers, Authors and Publishers ("ASCAP") on behalf of the radio industry, seeking a determination of fair and reasonable industry-wide license fees. The Company is currently operating under interim license agreements with BMI and ASCAP for the periods commencing January 1, 1997 and January 1, 2001, respectively, at the rates and terms reflected in prior agreements. The Company's management estimates that an unfavorable outcome with BMI and/or ASCAP will not materially impact the financial position, results of operations or cash flows of the Company.

        The Company is subject to various outstanding claims which arose in the ordinary course of business and to other legal proceedings. In the opinion of management, any liability of the Company which may arise out of or with respect to these matters will not materially affect the financial position, results of operations or cash flows of the Company.

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Guarantor Arrangements

        In November 2002, the FASB issued FIN 45 "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others an interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34." FIN 45 requires that a guarantor recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken by issuing the guarantee. FIN 45 also requires additional disclosures to be made by a guarantor in its interim and annual financial statements about its obligations under certain guarantees it has issued. The accounting requirements for the initial recognition of guarantees are applicable on a prospective basis for guarantees issued or modified after December 31, 2002. The disclosure requirements are effective for all guarantees outstanding, regardless of when they were issued or modified, during the first quarter of fiscal 2003. The adoption of FIN 45 did not have a material effect on the Company's consolidated financial statements. The following is a summary of agreements that the Company has determined are within the scope of FIN 45.

        As permitted under Pennsylvania law, the Company has agreements whereby the Company indemnifies the Company's officers and directors for certain events or occurrences while the officer or director is, or was serving, at the Company's request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited; however, the Company has a Director and Officer insurance policy that limits the Company's exposure and enables the Company to recover a portion of any future amounts paid. As a result of the Company's insurance policy coverage, management believes the estimated fair value of these indemnification agreements is minimal. All of these indemnification agreements were in effect prior to December 31, 2002 and are therefore not subject to the initial recognition provisions of FIN 45. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2003.

        The Company has two outstanding letters of credit as of March 31, 2003 in the amounts of $7.5 million and $0.2 million in connection with a court order for the acquisition of radio station KWOD-FM, serving the Sacramento, California radio market and a general insurance liability policy, respectively. The fair value of the letter of credit under the court order, which was grandfathered under the provisions of FIN 45 as it was in effect prior to December 31, 2002, could affect the purchase accounting of the acquisition if the acquisition is consummated. The fair value of the letter of credit for the general insurance liability policy is minimal and accordingly, the Company has not recorded any liability for this agreement as of March 31, 2003.

11.   SHAREHOLDERS' EQUITY

        On September 10, 2002, the Company's Chairman, Joseph M. Field, adopted a Planned Diversification Program ("Program") pursuant to SEC Rule 10b5-1 to sell through an independent broker-dealer up to one million shares of its Class B Common Stock over the course of the next twelve months. Upon public sale, the Class B Common Stock is automatically converted into shares of its Class A Common Stock. As of March 31, 2003, 900,000 shares of Class B Common Stock were sold under the Program. Even if the entire amount of one million shares are sold under the Program, Joseph M. Field will remain the Company's largest and controlling shareholder.

12.   NET INCOME PER SHARE

        The net income per share ("EPS") is calculated in accordance with SFAS No. 128, "Earnings Per Share" which requires presentation of basic net income per share and diluted net income per share. Basic net income per share excludes dilution and is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income per share is computed in the same manner as basic net income after assuming issuance of common stock for all potentially dilutive equivalent shares, which includes (1) stock options (using the treasury stock method) and (2) the Term Income Deferrable Equity Securities ("TIDES") after eliminating from net income the interest expense, net of taxes, on the TIDES. Anti-dilutive instruments are not considered in this calculation. For the three months ended March 31, 2002 and 2003, stock options were included in the calculation of income before accounting change and net income (loss) per share as they were dilutive and the TIDES, which convert into 2,841,000 shares of Class A Common Stock, were not included in the calculation of income before accounting change and net income (loss) per share as their effect was anti-dilutive.

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        For the three months ended March 31, 2002 and 2003, outstanding options to purchase 82,678 and 1,221,217 shares, respectively, of Class A Common Stock at option exercise prices ranging from $51.38 to $57.63 and from $47.11 to $57.63 per share, respectively, were excluded from the computation of diluted net income per share as the options' exercise price was greater than the average market price of the stock.

13.   GUARANTOR FINANCIAL INFORMATION

        Entercom Radio, LLC ("Radio"), a wholly-owned subsidiary of Entercom Communications Corp., is the borrower of the Company's senior debt under the Bank Facility, described in Note 6, and is the borrower of the Company's 7.625% Senior Subordinated Notes, described in Note 7, with Entercom Communications Corp. and Radio's subsidiaries as the guarantors. Radio holds the ownership interest in various subsidiary companies that own the operating assets, including broadcasting licenses, permits, authorizations and cash royalties. Entercom Communications Capital Trust, the issuer of the TIDES, described in Note 8, is a wholly-owned subsidiary of Entercom Communications Corp and as of March 31, 2003 was the holder of 6.25% Convertible Subordinated Debentures due from Entercom Communications Corp.

        Under the Bank Facility, Radio is permitted to make distributions to Entercom Communications Corp. in an amount as defined, that is required to pay Entercom Communications Corp.'s reasonable overhead costs, other costs associated with conducting the operations of Radio and its subsidiaries and interest on the TIDES. Under the Company's 7.625% Senior Subordinated Notes, Radio is permitted to make distributions to Entercom Communications Corp. in an amount, as defined, that is required to pay Entercom Communications Corp's overhead costs and other costs associated with conducting the operations of Radio and its subsidiaries and Entercom Communications Corp's payment of interest on the TIDES.

        The following tables set forth condensed consolidating financial information for Entercom Communications Corp., Entercom Communications Capital Trust and Entercom Radio, LLC, for the balance sheets as of December 31, 2002 and March 31, 2003, the statements of operations for the three months ended March 31, 2002 and 2003 and the statements of cash flows for the three months ended March 31, 2002 and 2003. Separate financial statements of Radio's subsidiaries, which are full and unconditional guarantors jointly and severally under the Bank Facility and the Senior Subordinated Notes as described above, are not presented as the Company's management has determined that they would not be material to investors.

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Condensed Balance Sheets as of December 31, 2002
(amounts in thousands)

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Condensed Balance Sheets as of March 31, 2003
(amounts in thousands)

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Statements of Operations for the Three Months Ended March 31, 2002
(amounts in thousands)