URBAN ONE INC

Previous wording

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.

Current wording

Net revenues consist of gross revenues, 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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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

Previous wording

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

Current wording

The following table shows the sources of our net revenues for the three months ended June 30, 2024 and 2023:

Previous wording

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.

Current wording

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 occurrence of advertising and promotional expenditures.

Previous wording

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

Current wording

During the three months ended June 30, 2024, we recognized approximately $117.7 million in net revenues compared to approximately $129.7 million during the three months ended June 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $42.0 million of revenue from our radio broadcasting segment during the three months ended June 30, 2024, compared to approximately $39.2 million during the three months ended June 30, 2023, an increase of approximately $2.8 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 $18.9 million of revenue from our Reach Media segment during the three months ended June 30, 2024, compared to approximately $20.1 million for the three months ended June 30, 2023, a decrease of approximately $1.2 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $15.9 million of revenue from our digital segment during the three months ended June 30, 2024, compared to approximately $18.9 million for the three months ended June 30, 2023, a decrease of approximately $3.0 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 $41.5 million of revenue from our cable television segment during the three months ended June 30, 2024, compared to approximately $52.4 million for the three months ended June 30, 2023, a decrease of approximately $10.9 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the consistent churn in subscribers.

Previous wording

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.

Current wording

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 broadcasting 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 $33.3 million for the three months ended June 30, 2024, compared to $32.5 million for the three months ended June 30, 2023, an increase of approximately $0.7 million. Expenses in our radio broadcasting segment for the three months ended June 30, 2024 increased approximately $0.9 million, compared to the three months ended June 30, 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. Expenses in our Reach Media segment for the three months ended June 30, 2024 decreased approximately $0.3 million compared to the three months ended June 30, 2023. This decrease was primarily driven by lower payroll expenses.

Previous wording

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.

Current wording

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 $50.3 million for the three months ended June 30, 2024, compared to $49.8 million for the three months ended June 30, 2023, anincrease of approximately $0.5 million. Expenses in our radio broadcasting segment increased approximately $1.0 million for the three months ended June 30, 2024, compared to the three months ended June 30, 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 increased approximately $0.1 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, due primarily to higher event entertainment expenses offset by lower affiliate station costs. Expenses in our digital segment increased approximately $0.2 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, due primarily to an increase in traffic acquisition costs. Expenses in our cable television segment decreased approximately $1.0 million for the three months ended June 30, 2024, compared to the three months ended June 30, 2023, due primarily to a decrease in content amortization expenses and music royalty expenses.

Previous wording

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.

Current wording

Stock-based compensation expense was approximately $1.1 million for the three months ended June 30, 2024, compared to $2.3 million for the three months ended June 30, 2023, a decrease of approximately $1.2 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.

Previous wording

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.

Current wording

Depreciation and amortization expense was approximately $3.0 million for the three months ended June 30, 2024, compared to approximately $1.9 million for the three months ended June 30, 2023, an increase of approximately $1.1 million due to additional depreciation on leasehold improvements and asset retirement obligation assets during thethree months ended June 30, 2024.

Previous wording

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.

Current wording

Impairment of goodwill, intangible assets and long-lived assets was approximately $80.8 million during the three months ended June 30, 2024, compared to $22.1 million for the three months ended June 30, 2023. See Note 13 –Goodwill and Radio Broadcasting Licenses of the Company’s condensed consolidated financial statements for further discussion.

Previous wording

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.

Current wording

For the three months ended June 30, 2024, we recorded a benefit from income taxes of approximately 18.5 million. This amount is based on the actual effective tax rate of 29.1%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes. For the three months ended June 30, 2023, we recorded a provision for income taxes of approximately $23.2 million on pre-tax income from consolidated operations of approximately $94.4 million which results in an effective tax rate of 24.6%. This rate includes $23.9 million of discrete tax expense primarily related to the gain on our MGM investment.

Previous wording

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.

Current wording

Net income attributable to non-controlling interests was approximately $0.3 million for the three months ended June 30, 2024 compared to approximately $0.8 million for the three months ended June 30, 2023. The decrease in net income attributable to non-controlling interests was due primarily to an increase in ownership interest in Reach Media during the three months ended June 30, 2024, compared to the three months ended June 30, 2023.

Previous wording

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.

Current wording

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 $25.7 million for the six months ended June 30, 2024, compared to $19.9 million for the six months ended June 30, 2023, an increase of approximately $5.8 million. The increase was primarily due to higher third-party consulting and audit expenses, offset bya non-cash benefit related to the change in fair value of the Employment Agreement Award liability (as defined in Note 7 -Fair Value Measurements).

Previous wording

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.

Current wording

Interest income was approximately $3.8 million for the six months ended June 30, 2024, compared to $2.2 million for the six months ended June 30, 2023. The increase was driven by higher cash and cash equivalents balances in the six months ended June 30, 2024, than in the corresponding period in 2023.

Previous wording

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.

Current wording

Interest expense was approximately $25.4 million for the six months ended June 30, 2024, compared to approximately $28.0 million for the six months ended June 30, 2023, a decrease of approximately $2.6 million. The decrease was due to lower overall debt balances outstanding. During the six months ended June 30, 2024, the Company repurchased approximately$110.5 million of its 2028 Notes at an average price of approximately 85.0% of par.

Previous wording

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.

Current wording

There was $15.3 million gain on retirement of debt for the six months ended June 30, 2024, compared to approximately $2.4 million for the six months ended June 30, 2023. During the six months ended June 30, 2024, the Company repurchased approximately$110.5 million of its 2028 Notes at an average price of approximately 85.0% of par, resulting in a net gain on retirement of debt of approximately $15.3 million. During the six months ended June 30, 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.

Previous wording

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.

Current wording

Other income, net, was approximately $0.9 million for the six months ended June 30, 2024, compared to $96.5 million for the six months ended June 30, 2023. As the Company sold its MGM investment in thesix months ended June 30, 2023, the accumulated other comprehensive income was released to other income resulting in a $96.8 million gain.

Previous wording

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.

Current wording

For the six months ended June 30, 2024, we recognized approximately $0.4 million loss from unconsolidated joint venture related to the Company’s investment on RVAEH.

Previous wording

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

Current wording

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

Previous wording

(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.

Current wording

(a)Net revenues: 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 revenues. Net revenues consist of gross revenues, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenues are recognized in the period in which advertisements are broadcast. Net revenues also include advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events and other revenue. Net revenues are recognized for our online business as impressions are delivered. Net revenues are 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.

Previous wording

(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

Current wording

(b)Broadcast and digital operating income: The radio broadcasting industry commonly refers to “station operating income” which consists of net (loss) income before depreciation and amortization, income taxes, interest expense, interest income, non-controlling 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.

Previous wording

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.

Current wording

Broadcast and digital operating income decreased to approximately $66.2 million for the six months ended June 30, 2024, compared to approximately $86.6 million for the comparable period in 2023, a decrease of approximately $20.4 million or 23.6%. The decrease was primarily due to lower broadcast and digital operating income at all segments. Our digital segment generated approximately $5.9 million of broadcast and digital operating income during the six months ended June 30, 2024, compared to approximately $9.9 million during the six months ended June 30, 2023. Reach Media generated approximately $6.9 million of broadcast and digital operating income during the six months ended June 30, 2024, compared to approximately $9.4 million during the six months ended June 30, 2023. Cable television generated approximately $35.5 million of broadcast and digital operating income during the six months ended June 30, 2024, compared to approximately $48.3 million during the six months ended June 30, 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 $17.4 million of broadcast and digital operating income during the six months ended June 30, 2024, compared to approximately $18.8 million during the six months ended June 30, 2023, primarily due to higher selling, general and administrative costs.

Previous wording

(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.

Current wording

(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling 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 (loss) 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.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

(a)Corporate costs include professional fees related to the material weakness remediation efforts.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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 was approximately $132.4 million as of June 30, 2024. As of June 30, 2024, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

Previous wording

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.

Current wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million (the “Employee Stock Repurchase Authorization”) 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 six months ended June 30, 2024 and 2023, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the six months ended June 30, 2024, the Company repurchased 25,285 shares of Class D stock under Employee Stock Repurchase Authorization at an average price of $3.76 for a total amount of $0.1 million. The Company did not repurchase any shares of Class D stock during the six months ended June 30, 2023, under this authorization. The Company has $0.3 million remaining under the Employee Stock Repurchase Authorization.

Previous wording

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.

Current wording

During the six months ended June 30, 2024, the Company repurchased 87,659 shares of Class D Common Stock in the amount of approximately $0.1 million at an average price of $1.59 per share. During the six months ended June 30, 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. See Note 19 -Subsequent Events of our condensed consolidated financial statements for additional purchases subsequent to June 30, 2024.

Previous wording

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.

Current wording

During the six months ended June 30, 2024 and 2023, the Company executed Stock Vest Tax Repurchases of 396,391 shares of Class D Common Stock in the amount of approximately $1.3 million at a price of $3.35 per share and 274,077 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $5.22 per share.

Previous wording

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.

Current wording

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 six months ended June 30, 2023, the Company received $8.8 million representing the Company’s annual distribution from MGM Investment with respect to fiscal year 2022.

Previous wording

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

Current wording

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.

Previous wording

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.

Current wording

During the six months ended June 30, 2024, the Company repurchased approximately$110.5 million of its 2028 Notes at an average price of approximately 85.0% of par, resulting in a net gain on retirement of debt of approximately $15.3 million. During the six months ended June 30, 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 during thesix months ended June 30, 2023. As of June 30, 2024, the total outstanding aggregate principal amount of the senior secured notes due 2028 is $614.5 million. See Note 14 –Long-Term Debt of our condensed consolidated financial statements for further information.

Previous wording

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 Eventsof our condensed consolidated financial statements for descriptions of amendments to the Current ABL Facility subsequent to March 31, 2024.

Current wording

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 June 30, 2024, there were no borrowings outstanding on the Current ABL Facility.

Previous wording

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

Current wording

The following table provides a summary of our statements of cash flows for the six months ended June 30, 2024, and 2023, respectively:

Previous wording

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.

Current wording

Net cash flows provided by operating activities were approximately $3.7 million and $41.8 million for the six months ended June 30, 2024, and 2023, respectively. Net cash flow from operating activities for the six months ended June 30, 2024 decreased from the prior year primarily due to decreased profitability, lower collections of accounts receivable and higher payments for content liabilities.

Previous wording

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.

Current wording

Net cash flows (used in) provided by investing activities were approximately $(0.3) million and $113.3 million for the six months ended June 30, 2024, and 2023, respectively. The sale of the MGM investment and the effect of the RVAEH deconsolidation was the main driver for the increase in investing cash flows for the six months ended June 30, 2023.