# Urban One, Inc.: Form 10-Q for the period ended Mar 31, 2024

- Company: [Urban One, Inc.](/companies/uone.md) (CIK 1041657)
- Form: 10-Q
- Filed: 2024-06-07
- Accepted by EDGAR: Jun 7, 2024, 20:59 ET
- Period: 2024-03-31
- Accession: 0001558370-24-009019
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1041657/000155837024009019/uone-20240331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1041657/000155837024009019/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $104.4m | us-gaap:RevenueFromContractWithCustomerIncludingAssessedTax |
| Selling, general and administrative | 3 months, 2024-01-01 to 2024-03-31 | $39.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $12.9m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2024-01-01 to 2024-03-31 | $13.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $2.5m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $7.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.15 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.15 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 49,921,803 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2024-01-01 to 2024-03-31 | −$2.5m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2024-01-01 to 2024-03-31 | $1.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 3 months, 2024-01-01 to 2024-03-31 | $1.4m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2024-03-31 | $155.3m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $335.1m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $1.13bn | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $113.8m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $832.5m | us-gaap:Liabilities |
| Long-term debt | at 2024-03-31 | $642.6m | us-gaap:LongTermDebtNoncurrent |
| Shareholders' equity | at 2024-03-31 | $285.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 55,162 characters.

### Introduction

### Revenue

Within our core radio business, we primarily derive revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.

Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.

The following table shows the percentage of consolidated net revenue generated by each reporting segment.

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ For The Three Months Ended March 31, 2024 | ​ ​ 2023 |
| --- | --- | ---: | ---: |
| Radio broadcasting segment |  | 34.8% | 32.1% |
| ​ | ​ | ​ ​ | ​ ​ |
| Reach Media segment |  | 8.1% | 9.9% |
| ​ | ​ | ​ ​ | ​ ​ |
| Digital segment |  | 13.4% | 13.7% |
| ​ | ​ | ​ ​ | ​ ​ |
| Cable television segment |  | 44.3% | 45.2% |
| ​ | ​ | ​ ​ | ​ ​ |
| All other - corporate/eliminations |  | (0.6)% | (0.9)% |

The following table shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business.

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ For The Three Months Ended March 31, 2024 | ​ ​ 2023 |
| --- | --- | ---: | ---: |
| Percentage of core radio business generated from local advertising |  | 65.3% | 60.6% |
| ​ | ​ | ​ ​ | ​ ​ |
| Percentage of core radio business generated from national advertising, including network advertising |  | 30.7% | 36.5% |

National and local advertising also includes advertising revenue generated from our digital segment. The balance of net revenue from our radio segment was generated from tower rental income, ticket sales and revenue related to our sponsored events, management fees and other revenue.

The following table shows the sources of our net revenue for the three months ended March 31, 2024 and 2023:

*(In thousands)*

| ​ ​ ​ ​ ​ Net revenue: | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ | ​ | ​ ​ 2023 ​ | ​ ​ ​ | ​ ​ ​ ​ ​ ​ $ Change ​ | ​ ​ ​ ​ ​ ​ ​ % Change ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | ---: |
| Radio advertising | ​ | $41,341 | ​ | $43,108 | ​ | $(1,767) | (4.1)% |
| Political advertising | ​ | 1,237 | ​ | 296 | ​ | 941 | 317.9 ​ |
| Digital advertising | ​ | 13,946 | ​ | 15,024 | ​ | (1,078) | (7.2) ​ |
| Cable television advertising | ​ | 25,365 | ​ | 25,822 | ​ | (457) | (1.8) ​ |
| Cable television affiliate fees | ​ | 20,787 | ​ | 23,837 | ​ | (3,050) | (12.8) ​ |
| Event revenues & other | ​ | 1,734 | ​ | 1,782 | ​ | (48) | (2.7) ​ |
| Net revenue | ​ | $104,410 | ​ | $109,869 | ​ | $(5,459) | (5.0)% |

In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, we closely manage the use of trade and barter agreements.

Within our digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized over time. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.

Our cable television segment generates the Company’s cable television revenue and derives its revenue principally from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.

Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities.

### Expenses

Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery expenses. Major expenses for our cable television business include content acquisition and amortization, sales and marketing.

We generally incur marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.

### RESULTS OF OPERATIONS

The following table summarizes our historical consolidated results of operations:

### Three Months Ended March 31, 2024 Compared to Three Months Ended March 31, 2023

*(In thousands)*

*(In thousands)*

| ​ ​ ​ ​ ​ Statements of Operations: | ​ ​ ​ ​ | ​ ​ Three Months Ended 2024 ​ ​ | ​ | ​ ​ 2023 ​ | ​ ​ ​ ​ | ​ ​ ​ ​ Change ​ ​ ​ | ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Net revenue | ​ | $104,410 | ​ | $109,869 | ​ | $(5,459) |  | (5.0)% |
| Operating expenses: | ​ | ​ | ​ | ​ | ​ | ​ |  | ​ ​ |
| Programming and technical, excluding stock-based compensation | ​ | 32,659 | ​ | 33,854 | ​ | (1,195) |  | (3.5) ​ |
| Selling, general and administrative, excluding stock-based compensation | ​ | 39,737 | ​ | 36,715 | ​ | 3,022 |  | 8.2 ​ |
| Corporate selling, general and administrative, excluding stock-based compensation | ​ | 15,892 | ​ | 8,530 | ​ | 7,362 |  | 86.3 ​ |
| Stock-based compensation | ​ | 1,384 | ​ | 3,278 | ​ | (1,894) |  | (57.8) ​ |
| Depreciation and amortization | ​ | 1,850 | ​ | 2,597 | ​ | (747) |  | (28.8) ​ |
| Impairment of goodwill, intangible assets, and long-lived assets | ​ | ​ — | ​ | ​ 16,775 | ​ | ​ (16,775) | ​ | (100.0) ​ |
| Total operating expenses | ​ | 91,522 | ​ | 101,749 | ​ | (10,227) |  | (10.1) ​ |
| Operating income | ​ | 12,888 | ​ | 8,120 | ​ | 4,768 |  | 58.7 ​ |
| Interest income | ​ | 1,998 | ​ | ​ 333 | ​ | 1,665 |  | 500.0 ​ |
| Interest expense | ​ | 12,998 | ​ | ​ 14,068 | ​ | (1,070) |  | (7.6) ​ |
| Gain on retirement of debt | ​ | 7,874 | ​ | ​ 2,356 | ​ | ​ 5,518 |  | 234.2 ​ |
| Other income (expense), net | ​ | 886 | ​ | ​ (312) | ​ | 1,198 |  | (384.0) ​ |
| Income (loss) from consolidated operations before provision for (benefit from) income taxes | ​ | 10,648 | ​ | (3,571) | ​ | 14,219 |  | \*NM ​ |
| Provision for (benefit from) income taxes | ​ | 2,502 | ​ | ​ (1,160) | ​ | 3,662 |  | (315.7) ​ |
| Net income (loss) from consolidated operations | ​ | ​ 8,146 | ​ | ​ (2,411) | ​ | ​ 10,557 | ​ | \*NM ​ |
| Loss from unconsolidated joint venture | ​ | ​ (411) | ​ | ​ — | ​ | ​ (411) | ​ | 100.0 ​ |
| Net income (loss) | ​ | 7,735 | ​ | (2,411) | ​ | 10,146 |  | \*NM ​ |
| Net income attributable to noncontrolling interests | ​ | 242 | ​ | ​ 511 | ​ | (269) |  | (52.6) ​ |
| Net income (loss) attributable to common stockholders | ​ | $7,493 | ​ | $(2,922) | ​ | $10,415 |  | \*NM% |

\*NM- Not meaningful

### Net revenue

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $104,410 | ​ | $109,869 | ​ | $(5,459) | (5.0)% |

During the three months ended March 31, 2024, we recognized approximately $104.4 million in net revenue compared to approximately $109.9 million during the three months ended March 31, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $36.4 million of revenue from our radio broadcasting segment during the three months ended March 31, 2024, compared to approximately $35.2 million during the three months ended March 31, 2023, an increase of approximately $1.2 million. This increase was primarily due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national advertising. We recognized approximately $8.5 million of revenue from our Reach Media segment during the three months ended March 31, 2024, compared to approximately $10.9 million for the three months ended March 31, 2023, a decrease of approximately $2.4 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $14.0 million of revenue from our digital segment during the three months ended March 31, 2024, compared to approximately $15.1 million for the three months ended March 31, 2023, a decrease of approximately $1.1 million. The decrease was primarily driven by a decrease in national markets digital sales and lower demand from the Company’s advertisers. We recognized approximately $46.2 million of revenue from our cable television segment during the three months ended March 31, 2024, compared to approximately $49.7 million for the three months ended March 31, 2023, a decrease of approximately $3.5 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the consistent churn in subscribers.

### Operating expenses

#### Programming and technical, excluding stock-based compensation

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $32,659 | ​ | $33,854 | ​ | $(1,195) | (3.5)% |

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations. Programming and technical expenses for the radio segment also include expenses associated with our programming research activities and music royalties. For our digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were $32.7 million for the three months ended March 31, 2024, compared to $33.9 million for the three months ended March 31, 2023, a decrease of approximately $1.2 million. Expenses in our cable television segment for the three months ended March 31, 2024 decreased approximately $1.8 million compared to the three months ended March 31, 2023. The decrease was primarily driven by lower content amortization expense which decreased approximately $1.6 million for the three months ended March 31, 2024 compared to the three months ended March 31, 2023. Expenses in our radio broadcasting segment for the three months ended March 31, 2024 increased approximately $1.0 million, compared to the three months ended March 31, 2023. This increase was primarily driven by an increase in payroll, rent and utilities due to the Houston station acquisition, which was completed in August 2023.

#### Selling, general and administrative, excluding stock-based compensation

| ​ ​ Three Months Ended March 31, 2024 | ​ ​ ​ 2023 | ​ ​ ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | ---: | ---: | ---: |
| $39,737 | $36,715 | $3,022 | 8.2% |

Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the radio broadcasting segment and digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $39.7 million for the three months ended March 31, 2024 compared to $36.7 million for the three months ended March 31, 2023, an increase of approximately $3.0 million. Expenses in our radio broadcasting segment increased approximately $2.5 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023 due primarily to higher payroll, research, travel and entertainment costs and insurance costs as a result of the Houston station acquisition, which was completed in August 2023. Expenses in our Reach Media segment decreased approximately $0.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023 due primarily to lower affiliate station costs and event entertainment expenses. Expenses in our digital segment decreased approximately $0.4 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023 due primarily to an decrease in bad debt expense and selling costs associated with our national clients. Expenses in our cable television segment increased approximately $1.3 million for the three months ended March 31, 2024, compared to the three months ended March 31, 2023 due primarily to an increase in promotional events and travel and entertainment expenses.

#### Corporate selling, general and administrative, excluding stock-based compensation

| ​ ​ Three Months Ended March 31, 2024 | ​ ​ ​ 2023 | ​ ​ ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | ---: | ---: | ---: |
| $15,892 | $8,530 | $7,362 | 86.3% |

Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. Corporate selling, general and administrative expenses were approximately $15.9 million for the three months ended March 31, 2024 compared to $8.5 million for the three months ended March 31, 2023, an increase of approximately $7.4 million. The increase was primarily due to higher third-party consulting and audit expenses.

#### Stock-based compensation

| ​ ​ Three Months Ended March 31, 2024 | ​ ​ ​ 2023 | ​ ​ ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | ---: | ---: | ---: |
| $1,384 | $3,278 | $(1,894) | (57.8)% |

Stock-based compensation expense was approximately $1.4 million for the three months ended March 31, 2024 compared to $3.3 million for the three months ended March 31, 2023, a decrease of approximately $1.9 million. The decrease in stock-based compensation was primarily due to the timing of grants and vesting of stock awards for executive officers and other management personnel.

#### Depreciation and amortization

| ​ ​ Three Months Ended March 31, 2024 | ​ ​ ​ 2023 | ​ ​ ​ ​ Change ​ ​ ​ | ​ ​ ​ ​ ​ |
| ---: | ---: | ---: | ---: |
| $1,850 | $2,597 | $(747) | (28.8)% |

Depreciation and amortization expense was approximately $1.9 million for the three months ended March 31, 2024 compared to approximately $2.6 million for the three months ended March 31, 2023, a decrease of approximately $0.7 million due to capitalized assets becoming fully depreciated.

#### Impairment of goodwill, intangible assets, and long-lived assets

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $— | ​ | $16,775 | ​ | $(16,775) | (100.0)% |

There was no impairment of goodwill, intangible assets and long-lived assets during the three months ended March 31, 2024 compared to $16.8 million for the three months ended March 31, 2023. The expense for the three months ended March 31, 2023 was driven by an impairment loss associated with the sale of the KROI-FM radio broadcasting license as discussed in Note 3 – *Acquisitions and Dispositions* of the Company’s condensed consolidated financial statements.

### Interest income

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $1,998 | ​ | $333 | ​ | $1,665 | 500.0% |

Interest income was approximately $2.0 million for the three months ended March 31, 2024 compared to $0.3 million for the three months ended March 31, 2023. The increase was driven by higher cash and cash equivalents balances in the three months ended March 31, 2024 than in the corresponding period in 2023.

### Interest expense

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $12,998 | ​ | $14,068 | ​ | $(1,070) | (7.6)% |

Interest expense was approximately $13.0 million for the three months ended March 31, 2024 compared to approximately $14.1 million for the three months ended March 31, 2023, a decrease of approximately $1.1 million. The decrease was due to lower overall debt balances outstanding. During the first quarter of 2024, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par.

### Gain on retirement of debt

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $7,874 | ​ | $2,356 | ​ | $5,518 | 234.2% |

There was $7.9 million gain on retirement of debt for the three months ended March 31, 2024 compared to approximately $2.4 million for the three months ended March 31, 2023. The Company repurchased $75.0 million of its 2028 Notes which resulted in a net gain of $7.9 million during the three months ended March 31, 2024. During the three months ended March 31, 2023, the Company repurchased $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par resulting in a net gain of approximately $2.4 million.

### Other income (expense), net

| ​ ​ Three Months Ended March 31, 2024 | ​ ​ ​ 2023 | ​ ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ ​ |
| ---: | ---: | ---: | ---: |
| $886 | $(312) | $1,198 | (384.0)% |

Other income, net, was approximately $0.9 million for the three months ended March 31, 2024 compared to other expense, net of $0.3 million for the three months ended March 31, 2023. During the three months ended March 31, 2024, the Company recognized income related to the sale of its equity interest in Broadcast Music, Inc.

### Provision for (benefit from) income taxes

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $2,502 | ​ | $(1,160) | ​ | $3,662 | (315.7)% |

For the three months ended March 31, 2024, we recorded a provision for income taxes of approximately $2.5 million. This amount is based on the actual effective tax rate of 23.5%. This rate includes $0.3 million of discrete tax benefits primarily related to deferred rate changes. For the three months ended March 31, 2023, we recorded a benefit from income taxes of approximately $1.2 million on pre-tax loss from consolidated operations of approximately $3.6 million which results in an effective tax rate of 32.5%. This rate includes $0.1 million of discrete tax benefits primarily related to statutory state tax rate changes.

### Loss from unconsolidated joint venture

| ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 | ​ | ​ ​ Change ​ ​ | ​ ​ ​ ​ ​ ​ |
| ---: | --- | ---: | --- | ---: | ---: |
| $(411) | ​ | $— | ​ | $(411) | 100% |

For the three months ended March 31, 2024, we recognized approximately $0.4 million loss from unconsolidated joint venture related to the Company’s investment on RVAEH.

### Net income attributable to noncontrolling interests

| ​ ​ Three Months Ended March 31, 2024 | ​ ​ ​ 2023 | ​ ​ ​ ​ Change ​ ​ ​ | ​ ​ ​ ​ ​ |
| ---: | ---: | ---: | ---: |
| $242 | $511 | $(269) | (52.6)% |

Net income attributable to noncontrolling interests was approximately $0.2 million for the three months ended March 31, 2024 compared to approximately $0.5 million for the three months ended March 31, 2023. The decrease in net income attributable to noncontrolling interests was due primarily to the change in ownership interest in Reach Media during the three months ended March 31, 2024 compared to the three months ended March 31, 2023.

### Non-GAAP Financial Measures

The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”). We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business.

### Measurement of Performance

We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics:

(a) *Net revenue:* The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue. Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenue is recognized in the period in which advertisements are broadcast. Net revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events and other revenue. Net revenue is recognized for our online business as impressions are delivered. Net revenue is recognized for our cable television business as advertisements are run, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support.

(b) *Broadcast and digital operating income:* The radio broadcasting industry commonly refers to “station operating income” which consists of net income (loss) before depreciation and amortization, income taxes, interest expense, interest income, noncontrolling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill, intangible assets, and long-lived assets and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill, intangible assets, and long-lived assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.

Broadcast and digital operating income decreased to approximately $32.0 million for the three months ended March 31, 2024, compared to approximately $39.3 million for the comparable period in 2023, a decrease of approximately $7.3 million or 18.5%. The decrease was primarily due to lower broadcast and digital operating income at all segments. Our digital segment generated approximately $3.0 million of broadcast and digital operating income during the three months ended March 31, 2024, compared to approximately $3.8 million during the three months ended March 31, 2023. Reach Media generated approximately $2.5 million of broadcast and digital operating income during the three months ended March 31, 2024, compared to approximately $4.2 million during the three months ended March 31, 2023. Cable television generated approximately $19.5 million of broadcast and digital operating income during the three months ended March 31, 2024, compared to approximately $22.4 million during the three months ended March 31, 2023. The decrease in the cable television segment’s broadcast and digital operating income was primarily from lower net revenues and higher selling, general and administrative costs offset by lower programming and technical expenses. Finally, our radio broadcasting segment generated approximately $6.6 million of broadcast and digital operating income during the three months ended March 31, 2024, compared to approximately $8.9 million during the three months ended March 31, 2023, primarily due to higher selling, general and administrative costs.

(c) *Adjusted EBITDA*: Adjusted EBITDA consists of net income (loss) plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to noncontrolling interests, impairment of goodwill, intangible assets, and long-lived assets, stock-based compensation, (gain) loss on retirement of debt, corporate costs, severance-related costs, investment income, loss from unconsolidated joint venture, less (2) other income, net and interest income. Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill, intangible assets, and long-lived assets or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (radio broadcasting, Reach Media, digital and cable television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

### Summary of Performance

The tables below provide a summary of our performance based on the metrics described above:

*(In thousands)*

| ​ ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | --- | --- | --- |
| Net revenue | ​ | $104,410 | ​ | $109,869 |
| Broadcast and digital operating income | ​ | ​ 32,014 | ​ | ​ 39,300 |
| Adjusted EBITDA | ​ | ​ 21,545 | ​ | ​ 30,285 |
| Net income (loss) attributable to common stockholders | ​ | ​ 7,493 | ​ | ​ (2,922) |

The reconciliation of net income (loss) to broadcast and digital operating income is as follows:

*(In thousands)*

| ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net income (loss) attributable to common stockholders | ​ | $7,493 | ​ | $(2,922) |
| Add back/(deduct) certain non-broadcast and digital operating income items included in net income: | ​ | ​ | ​ | ​ |
| Interest income | ​ | (1,998) | ​ | (333) |
| Interest expense | ​ | 12,998 | ​ | 14,068 |
| Provision for (benefit from) income taxes | ​ | 2,502 | ​ | (1,160) |
| Corporate selling, general and administrative, excluding stock-based compensation | ​ | 15,892 | ​ | 8,530 |
| Stock-based compensation | ​ | 1,384 | ​ | 3,278 |
| Gain on retirement of debt | ​ | (7,874) | ​ | (2,356) |
| Other (income) expense, net | ​ | (886) | ​ | 312 |
| Loss from unconsolidated joint venture | ​ | 411 | ​ | — |
| Depreciation and amortization | ​ | 1,850 | ​ | ​ 2,597 |
| Net income attributable to noncontrolling interests | ​ | ​ 242 | ​ | ​ 511 |
| Impairment of goodwill, intangible assets, and long-lived assets | ​ | ​ — | ​ | ​ 16,775 |
| Broadcast and digital operating income | ​ | $32,014 | ​ | $39,300 |

The reconciliation of net income (loss) to adjusted EBITDA is as follows:

*(In thousands)*

| ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 ​ ​ ​ | ​ ​ | ​ ​ 2023 ​ ​ ​ |
| --- | --- | ---: | --- | ---: |
| Net income (loss) attributable to common stockholders | ​ | $7,493 | ​ | $(2,922) |
| Add back/(deduct) certain non-broadcast and digital operating income items included in net income: | ​ | ​ | ​ | ​ ​ |
| Interest income | ​ | (1,998) | ​ | (333) |
| Interest expense | ​ | 12,998 | ​ | 14,068 |
| Provision for (benefit from) income taxes | ​ | 2,502 | ​ | (1,160) |
| Depreciation and amortization | ​ | 1,850 | ​ | 2,597 |
| EBITDA | ​ | $22,845 | ​ | $12,250 |
| Stock-based compensation | ​ | 1,384 | ​ | 3,278 |
| Gain on retirement of debt | ​ | (7,874) | ​ | (2,356) |
| Other (income) expense, net | ​ | (886) | ​ | 312 |
| Loss from unconsolidated joint venture | ​ | 411 | ​ | ​ — |
| Net income attributable to noncontrolling interests | ​ | ​ 242 | ​ | ​ 511 |
| Corporate costs1 | ​ | 5,359 | ​ | (376) |
| Employment Agreement Award and other compensation | ​ | — | ​ | (144) |
| Severance-related costs | ​ | ​ 64 | ​ | ​ 150 |
| Impairment of goodwill, intangible assets, and long-lived assets | ​ | ​ — | ​ | ​ 16,775 |
| Investment expense from MGM National Harbor2 | ​ | — | ​ | (115) |
| Adjusted EBITDA | ​ | $21,545 | ​ | $30,285 |

1 Corporate costs include professional fees related to the material weakness remediation efforts.

2 Investment expense from MGM National Harbor is included in Other income (expense), net.

### LIQUIDITY AND CAPITAL RESOURCES

From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance is approximately $155.7 million as of March 31, 2024. As of March 31, 2024, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

The Company regularly considers the impact of macroeconomic conditions on our business. Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, along with banking volatility, may have an adverse effect on our revenues.

On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the three months ended March 31, 2024 and 2023, the Company did not repurchase any shares of Class A stock. During the three months ended March 31, 2024, the Company repurchased 25,285 shares of Class D stock under this authorization at an average price of $3.76 for a total amount of $0.1 million. The Company did not repurchase any share of Class D stock during the three months ended March 31, 2023 under this authorization. The Company has $0.3 million remaining under its most recent and open authorization.

In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the 2019 Equity and Performance Incentive Plan. This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”).

On May 17, 2021, the Company entered into an Open Market Sale Agreement (the “Class D Sale Agreement”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class D common stock, par value $0.001 per share (the “Class D Shares”). On May 17, 2021, the Company filed a prospectus supplement pursuant to the Class D Sale Agreement for the offer and sale of its Class D Shares having an aggregate offering price of up to $25.0 million. As of March 31, 2024, the Company has not sold any Class D Shares under the Class D Sale Agreement. The Company may from time to time also enter into new additional at the market, (“ATM”) programs and issue additional common stock from time to time under those programs.

During the three months ended March 31, 2024, the Company did not repurchase any shares of Class D Common Stock relating to the Class D Sale Agreement. During the three months ended March 31, 2023, the Company repurchased 824 shares of Class D Common Stock in the amount of approximately $3,000 at an average price of $3.99 per share.

During the three months ended March 31, 2024 and 2023, the Company executed Stock Vest Tax Repurchases of 370,767 shares of Class D Common Stock in the amount of approximately $1.3 million at a price of $3.48 per share and 255,618 shares of Class D Common Stock in the amount of approximately $1.3 million at an average price of $5.17 per share.

On March 8, 2023, Radio One Entertainment Holdings, LLC (“ROEH”) issued a Put Notice with respect to its Put Interest in MGM National Harbor (the “MGM Investment”). Upon issuance of the Put Notice, no later than thirty (30) days following receipt, MGM Investment was required to repurchase the Put Interest for cash. On April 21 2023, ROEH closed on the sale of the Put Interest and received approximately $136.8 million at the time of settlement of the Put Interest, representing the put price. During the three months ended March 31, 2023, the Company received $8.8 million representing the Company’s annual distribution from MGM Investment with respect to fiscal year 2023.

On January 25, 2021, the Company closed on an offering (the “2028 Notes Offering”) of $825.0 million in aggregate principal amount of senior secured notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum.

The 2028 Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.

During the three months ended March 31, 2024, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par, resulting in a net gain on retirement of debt of approximately $7.9 million. During the three months ended March 31, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par. The Company recorded a net gain on retirement of debt of approximately $2.4 million for the year ended December 31, 2023. As of March 31, 2024, the total outstanding aggregate principal amount of the senior secured notes due 2028 is $650.0 million. See Note 4 – *Long-Term Debt* of our condensed consolidated financial statements for further information on liquidity and capital resources.

On February 19, 2021, the Company closed on a new asset backed credit facility (the “Current ABL Facility”). The Current ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity. As of March 31, 2024, there were no borrowings outstanding on the Current ABL Facility. See Note 9 – *Subsequent Events* of our condensed consolidated financial statements for descriptions of amendments to the Current ABL Facility subsequent to March 31, 2024.

At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to LIBOR Loans (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.

On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the Current ABL Facility. The Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the Fiscal Year ended December 31, 2022. Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”).

Advances under the Current ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.

All obligations under the Current ABL Facility are secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.

As the Company was undrawn under the Current ABL Facility as of the date of the Waiver and Amendment, the SOFR Interest Rate Change would only bear upon future borrowings by the Company such that they bear an interest rate relating to the secured overnight financing rate. These provisions of the Waiver and Amendment are intended to transition loans under the Current ABL Facility to the new secured overnight financing rate as the benchmark rate.

The Current ABL Facility matures on the earlier to occur of: (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes. The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.

The following table provides a summary of our statements of cash flows for the three months ended March 31, 2024 and 2023, respectively:

*(In thousands)*

| ​ ​ ​ ​ | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2024 | ​ | ​ ​ 2023 |
| --- | --- | --- | --- | --- |
| Net cash flows (used in) provided by operating activities | ​ | $(2,477) | ​ | $17,104 |
| Net cash flows provided by (used in) investing activities | ​ | ​ 406 | ​ | ​ (21,446) |
| Net cash flows used in financing activities | ​ | ​ (75,753) | ​ | ​ (25,606) |

Net cash flows (used in) provided by operating activities were approximately $(2.5) million and $17.1 million for the three months ended March 31, 2024 and 2023, respectively. Net cash flow from operating activities for the three months ended March 31, 2024 decreased from the prior year primarily due to decreased profitability and lower collections of accounts receivable.

Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements.

Net cash flows provided by (used in) investing activities were approximately $0.4 million and $(21.4) million for the three months ended March 31, 2024 and 2023, respectively. The effect of the RVAEH deconsolidation was the main driver for the increase in investing cash flows for the three months ended March 31, 2023.

Net cash flows used in financing activities were approximately $75.8 million and $25.6 million for the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company paid approximately $66.2 million and $22.3 million, respectively, to repurchase $75.0 million and $25.0 million of our 2028 Notes. We repurchased approximately $1.4 million and $1.3 million of our Class D Common Stock during the three months ended March 31, 2024 and 2023, respectively. In addition, the noncontrolling interest shareholders of Reach Media exercised 50% of their Put Right on January 26, 2024, which resulted in a cash outflow of approximately $7.6 million. Finally, Reach Media paid approximately $1.8 million and $2.0 million in dividends to noncontrolling interest shareholders during the three months ended March 31, 2024 and 2023, respectively.

### Credit Rating Agencies

On a continuing basis, Standard and Poor’s, Moody’s Investor Services and other rating agencies may evaluate our indebtedness in order to assign a credit rating. Our corporate credit ratings by Standard & Poor's Rating Services and Moody's Investors Service are speculative-grade and have been downgraded and upgraded at various times during the last several years. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively impact our business operations.

### CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 3 – *Summary of Significant Accounting Policies* of the consolidated financial statements in our 2023 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K.

### CRITICAL ACCOUNTING ESTIMATES

Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2023 under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K.

### RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 – *Summary of Significant Accounting Policies* of our condensed consolidated financial statements for a summary of recent accounting pronouncements.

### CAPITAL AND COMMERCIAL COMMITMENTS

### Radio Broadcasting Licenses

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times beginning in October 2028, through August 2031. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application was filed and is pending.

### Indebtedness

As of March 31, 2024, we had approximately $650.0 million of our 2028 Notes outstanding within our corporate structure. See Note 4 - *Long-Term Debt* of our condensed consolidated financial statements. The Company had no other indebtedness.

### Royalty Agreements

Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the ASCAP, BMI and SESAC. The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as GMR, have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal, and as a result certain of our PRO licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees. In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.

The Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, has negotiated and entered into, on behalf of participating members, an Interim License Agreement with ASCAP effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026. On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional three-year extended term that the Company may effectuate prior to the end of the initial term. The RMLC is negotiating with BMI and SESAC.

### Lease Obligations

We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next forty-eight years.

### Operating Contracts and Agreements

We have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next five years.

### Reach Media Noncontrolling Interest

Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30 day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One.

On January 26, 2024, the noncontrolling interest shareholders of Reach Media exercised their right to require Reach Media to repurchase 50% of their shares (the “Put Interest”) at the fair market value for such shares. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90% and decreasing the interest of the noncontrolling interest shareholders from 20% to 10%.

### Contractual Obligations Schedule

The following table represents our scheduled contractual obligations as of March 31, 2024:

*(In thousands)*

| ​ ​ ​ ​ Contractual Obligations ​ | ​ ​ ​ ​ | ​ ​ Payments Due by Period ​ ​ Remainder of 2024 | ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2025 | ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2026 | ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2027 | ​ ​ ​ | ​ ​ ​ ​ ​ ​ 2028 | ​ ​ ​ | ​ ​ ​ ​ 2029 and Beyond | ​ ​ ​ | ​ ​ ​ ​ ​ ​ Total |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| 7.375% Subordinated Notes (1) | ​ | $35,953 | ​ | $47,938 | ​ | $47,938 | ​ | $47,938 | ​ | $653,995 | ​ | $— | ​ | $833,762 |
| Other operating contracts/agreements (2) | ​ | 73,447 | ​ | ​ 39,083 | ​ | ​ 16,240 | ​ | ​ 5,976 | ​ | ​ 3,817 | ​ | ​ 11,538 | ​ | 150,101 |
| Operating lease obligations | ​ | 11,144 | ​ | ​ 8,841 | ​ | ​ 6,205 | ​ | ​ 4,696 | ​ | ​ 3,647 | ​ | ​ 16,904 | ​ | 51,437 |
| Total | ​ | $120,544 | ​ | $95,862 | ​ | $70,383 | ​ | $58,610 | ​ | $661,459 | ​ | $28,442 | ​ | $1,035,300 |

(1) Includes interest obligations based on interest rates on senior secured notes outstanding as of March 31, 2024.

(2) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, launch liability payments, asset-backed credit facility (if applicable) and other general operating agreements. Also includes contracts that our cable television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements.

Of the total amount of other operating contracts and agreements included in the table above, approximately $96.4 million has not been recorded on the balance sheet as of March 31, 2024, as it does not meet recognition criteria. Approximately $26.5 million relates to certain commitments for content agreements for our cable television segment, approximately $28.5 million relates to employment agreements, and the remainder relates to other agreements. As of March 31, 2024, the Company has entered into an operating lease for an office and studio space, that has not yet commenced and that has minimum lease payments of $1.3 million. This operating lease will commence in the second quarter of 2024 with a lease term of 7.2 years.

### Off-Balance Sheet Arrangements

As of March 31, 2024, the Company closed its letter of credit reimbursement and security agreement with capacity of up to $1.2 million and received a $1.2 million deposit held with the counterparty in connection with the agreement. In addition, the Current ABL Facility provides for letter of credit capacity of up to $5.0 million subject to certain limitations on availability.

## Controls and procedures

As filed, 2,746 characters.

### (a) Evaluation of disclosure controls and procedures

We have carried out an evaluation, under the supervision and with the participation of our CEO (“Chief Executive Officer”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure controls objectives. Based on this evaluation and as a result of material weaknesses in our internal control over financial reporting as described in the Form 10-K for the fiscal year ended December 31, 2023, our CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2024.

### (b) Changes in internal control over financial reporting

During the first quarter of 2024, we hired a Vice Present – Finance, Corporate Controller and continued to engage additional external resources to augment our accounting team. We continue to execute, refine and evaluate our remediation plan with the support of external resources possessing the appropriate depth of expertise in financial controls and operations. We will not be able to conclude that we have remediated a material weakness until the remediation plans are fully implemented; the applicable controls operate for a sufficient period of time; and management has concluded, through formal testing, that these controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate. Except as described above, there were no changes in our internal control over financial reporting during the three months ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 240 characters.

Our risk factors are described in our Form 10-K for the year ended December 31, 2023 under the heading Part I, “Item 1A. Risk Factors”. There have been no changes to our risk factors from those disclosed in our Form 10-K filed June 7, 2024.

Filed Jun 7, 2024.
Source: SEC EDGAR, the filing index for accession 0001558370-24-009019. Last ingested by Listed: Oct 24, 2026, 15:04 ET. No prices; not investment advice.