URBAN ONE INC

Previous wording

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.

Current wording

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. To maximize cash revenue for our spot inventory, we closely manage the use of trade and barter agreements.

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 occurrence 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 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

The following table summarizes our historical consolidated results of operations:

Current wording

The following table summarizes our historical condensed consolidated results of operations:

Previous 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.

Current wording

During the three months ended September 30, 2024, we recognized approximately $110.4 million in net revenues compared to approximately $117.8 million during the three months ended September 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $39.7 million of revenue from our Radio Broadcasting segment during the three months ended September 30, 2024, compared to approximately $40.2 million during the three months ended September 30, 2023, a decrease of approximately $0.5 million. This decrease was primarily due to a decrease in national advertising offset by the Houston station acquisition, which was completed in August 2023. We recognized approximately $10.2 million of revenue from our Reach Media segment during the three months ended September 30, 2024, compared to approximately $11.2 million for the three months ended September 30, 2023, a decrease of approximately $1.0 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $20.4 million ofrevenue from our digital segment during the three months ended September 30, 2024, compared to approximately $20.4 million for the three months ended September 30, 2023, a decrease of approximately $0.0 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers. We recognized approximately$40.7 million of revenue from our cable television segment during the three months ended September 30, 2024, compared to approximately $46.8 million for the three months ended September 30, 2023, a decrease of approximately $6.1 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 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.

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 approximately $33.9 million each for the three months ended September 30, 2024 and 2023, respectively. Expenses were flat for all segments.

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 $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.

Current wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, 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 $41.1 million for the three months ended September 30, 2024, compared to approximately $40.1 million for the three months ended September 30, 2023, anincrease of approximately $1.0 million. Expenses in our Radio Broadcasting segment increased approximately $1.4 million for the three months ended September 30, 2024, compared to the three months ended September 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 decreased approximately $1.7 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to lower payroll expenses and lower affiliate station costs. Expe nses in our digital segment increased approximately$0.2 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to an increase in traffic acquisition costs. Expenses in our cable television segment increased approximately $0.8 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to an increase in sales commissions and research expenses.

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 $9.8 million for the three months ended June 30, 2024, compared to $11.4 million for the three months ended June 30, 2023, a decrease of approximately $1.6 million. The decrease was primarily due to a non-cash benefit related to the change in fair value of the Employment Agreement Award liability (as defined in Note 7 -Fair Value Measurements), offset by 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 $12.4 million for the three months ended September 30, 2024, compared to approximately $10.4 million for the three months ended September 30, 2023, an increase of approximately $1.9 million. Theincrease was primarily due to by higher third-party consulting, remediation costs and audit expenses, offset by a 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

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.

Current wording

Stock-based compensation expense was approximately $1.2 million for the three months ended September 30, 2024, compared to approximately $2.2 million for the three months ended September 30, 2023, a decrease of approximately $1.1 million. The decrease in stock-based compensation was primarily due to the decrease in grant date fair value of awards.

Previous wording

Depreciation and amortization expense was approximately $4.8 million for the six months ended June 30, 2024, compared to approximately $4.5 million for the six months ended June 30, 2023, an increase of approximately $0.4 million due to the additionof asset retirement obligation assets during thesix months ended June 30, 2024.

Current wording

Depreciation and amortization expense was approximately $1.2 million for the three months ended September 30, 2024, compared to approximately $1.8 million for the three months ended September 30, 2023, a decrease of approximately $0.6 million due to the write off of aged property and equipment, net during the three months ended September 30, 2024.

Previous 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.

Current wording

Impairment of goodwill, intangible assets and long-lived assets was approximately $46.8 million during the three months ended September 30, 2024, compared to approximately$85.4 million for the three months ended September 30, 2023. See Note 13 –Goodwill and Other Intangible Assets of the Company’s condensed consolidated financial statements for further discussion.

Previous wording

Interest income was approximately $1.8 million for the three months ended June 30, 2024, compared to $1.9 million for the three months ended June 30, 2023. The decrease was driven by lower cash and cash equivalents balances in thethree months ended June 30, 2024, than in the corresponding period in 2023.

Current wording

Interest income was approximately $1.1 million for the three months ended September 30, 2024, compared to approximately $2.3 million for the three months ended September 30, 2023. The decrease was driven by lower cash and cash equivalents balances during thethree months ended September 30, 2024, than in the corresponding period in 2023.

Previous wording

Interest expense was approximately $12.4 million for the three months ended June 30, 2024, compared to approximately $14.0 million for the three months ended June 30, 2023, a decrease of approximately $1.6 million. The decrease was due to lower overall debt balances outstanding. During the three months ended June 30, 2024, the Company repurchased approximately$35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately $7.4 million.

Current wording

Interest expense was approximately $11.6 million for the three months ended September 30, 2024, compared to approximately $14.0 million for the three months ended September 30, 2023, a decrease of approximately$2.3 million. The decrease was due to lower overall debt balances outstanding. See Note 14-Long-term Debtof the Company’s condensed consolidated financial statements for further discussion.

Previous wording

There was $7.4 million gain on retirement of debt for the three months ended June 30, 2024, compared to $0.0 million for the three months ended June 30, 2023. During the three months ended June 30, 2024, the Company repurchased approximately$35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately $7.4 million.

Current wording

There was approximately a $3.5 million gain on retirement of debt for the three months ended September 30, 2024, compared to $0.0 million for the three months ended September 30, 2023. During the three months ended September 30, 2024 the Company repurchased approximately $14.5 million of its 2028 Notes (the "June 2024 Authorization") at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately $3.5 million. During the three months September 30, 2023, the Company did not repurchase any of its 2028 Notes.

Previous 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.

Current wording

For the three months ended September 30, 2024, we recorded a benefit from income taxes of approximately $1.8 million resulting in an effective tax rate of 5.5%. This rate includes discrete tax expense of approximately $2.9 million primarily related to return to provision adjustments, changes in valuation allowance for certain of our state net operating losses, and stock-based compensation. For the three months ended September 30, 2023, we recorded a benefit from income taxes of approximately $16.8 million resulting in an effective tax rate of 23.8%. This rate includes approximately $0.3 million of discrete tax benefits primarily related to deferred rate changes.

Previous 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.

Current wording

Net income attributable to non-controlling interests was approximately $0.3 million for the three months ended September 30, 2024 compared to approximately $0.7 million for the three months ended September 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 September 30, 2024, compared to the three months ended September 30, 2023.

Previous wording

The following table summarizes our historical consolidated results of operations:

Current wording

The following table summarizes our historical condensed consolidated results of operations:

Previous wording

During the six months ended June 30, 2024, we recognized approximately $222.2 million in net revenues compared to approximately $239.5 million during the six months ended June 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $78.4 million of revenue from our radio broadcasting segment during the six months ended June 30, 2024, compared to approximately $74.4 million during the six months ended June 30, 2023, an increase of approximately $4.0 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 $27.4 million of revenue from our Reach Media segment during the six months ended June 30, 2024, compared to approximately $31.0 million for the six months ended June 30, 2023, a decrease of approximately $3.6 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $29.9 million of revenue from our digital segment during the six months ended June 30, 2024, compared to approximately $34.0 million for the six months ended June 30, 2023, a decrease of approximately $4.1 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 $87.7 million of revenue from our cable television segment during the six months ended June 30, 2024, compared to approximately $102.1 million for the six months ended June 30, 2023, a decrease of approximately $14.4 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.

Current wording

During the nine months ended September 30, 2024, we recognized approximately $332.5 million in net revenues compared to approximately $357.3 million during the nine months ended September 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $118.1 million of revenue from our Radio Broadcasting segment during the nine months ended September 30, 2024, compared to approximately $114.5 million during the nine months ended September 30, 2023, an increase of approximately $3.5 million. This increase was primarilydue to an increase in local political advertising and due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national advertising. We recognized approximately $37.6 million of revenue from our Reach Media segment during the nine months ended September 30, 2024, compared to approximately $42.1 million for the nine months ended September 30, 2023, a decrease of approximately $4.5 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $50.3 million of revenue from our digital segment during the nine months ended September 30, 2024, compared to approximately $54.3 million for the nine months ended September 30, 2023, a decrease of approximately $4.1 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers. Werecognized approximately $128.4 million of revenue from our cable television segment during the nine months ended September 30, 2024, compared to approximately $148.9 million for the nine months ended September 30, 2023, a decrease of approximately $20.5 million. The decrease was prim arily driven by a decrease in audience viewership affecting advertising sales and the continued 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 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 $65.9 million for the six months ended June 30, 2024, compared to $66.4 million for the six months ended June 30, 2023, a decrease of approximately $0.5 million. Expenses in our cable television segment for the six months ended June 30, 2024, decreased approximately $1.8 million compared to the six months ended June 30, 2023. The decrease was primarily driven by lower content amortization expense for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Expenses in our Reach Media segment for the six months ended June 30, 2024, decreased approximately $0.9 million compared to the six months ended June 30, 2023. The decrease was primarily driven by lower contract labor and payroll expense for the six months ended June 30, 2024, compared to the six months ended June 30, 2023. Expenses in our radio broadcasting segment for the six months ended June 30, 2024, increased approximately $1.9 million, compared to the six 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.

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 approximately $99.8 million for the nine months ended September 30, 2024, compared to approximately $100.3 million for the nine months ended September 30, 2023, a decrease of approximately $0.5 million. Expenses in our cable television segment for the nine months ended September 30, 2024, decreased approximately $1.9 million compared to the nine months ended September 30, 2023. The decrease was primarily driven by lower content amortization expense for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Expenses in our Reach Media segment for the nine months ended September 30, 2024, decreased approximately $1.1 million compared to the nine months ended September 30, 2023. The decrease was primarily driven by lower contract labor and payroll expense for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Expenses in our Radio Broadcasting segment for the nine months ended September 30, 2024, increased approximately $2.0 million, compared to the nine months ended September 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.

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 $90.0 million for the six months ended June 30, 2024, compared to $86.5 million for the six months ended June 30, 2023, an increase of approximately $3.5 million. Expenses in our radio broadcasting segment increased approximately $3.4 million for the six months ended June 30, 2024, compared to the six 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 decreased approximately $0.2 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to lower affiliate station costs. Expenses in our digital segment decreased approximately $0.2 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to a decrease in selling costs associated with our national clients. Expenses in our cable television segment increased approximately $0.3 million for the six months ended June 30, 2024, compared to the six months ended June 30, 2023, due primarily to an increase in research and payroll expenses offset by a decrease in promotional events expenses.

Current wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, 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 $131.1 million for the nine months ended September 30, 2024, compared to approximately $126.6 million for the nine months ended September 30, 2023, an increase of approximately $4.5 million. Expenses in our Radio Broadcasting segment increased approximately $4.9 million forthe nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to bad debt expense, 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 $1.9 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to lower affiliate station costs. Expenses in our digital segment were flat when comparing the nine months ended September 30, 2024 and 2023. Expenses in our cable television segment increased approximately $1.1 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to an increase in research and payroll expenses offset by a decrease in promotional events expenses.

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 $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).

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 $38.0 million for the nine months ended September 30, 2024, compared to approximately $30.3 million for the nine months ended September 30, 2023, an increase of approximately $7.7 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

Stock-based compensation expense was approximately $2.5 million for the six months ended June 30, 2024, compared to $5.6 million for the six months ended June 30, 2023, a decrease of approximately $3.1 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 $3.6 million for the nine months ended September 30, 2024, compared to approximately $7.8 million for the nine months ended September 30, 2023, a decrease of approximately $4.2 million. The decrease in stock-based compensation was primarily due to the timing of vesting of stock awards for executive officers andthe decrease in grant date fair value of awards.

Previous wording

Impairment of goodwill, intangible assets and long-lived assets was approximately $80.8 million during thesix months ended June 30, 2024, compared to$38.9 million for thesix months ended June 30, 2023. See Note 13 –Goodwill and Radio Broadcasting Licenses of the Company’s condensed consolidated financial statements for further discussion.

Current wording

Impairment of goodwill, intangible assets and long-lived assets was approximately $127.6 million during thenine months ended September 30, 2024, compared to approximately$124.3 million for thenine months ended September 30, 2023. See Note 13 –Goodwill and Other Intangible Assets of the Company’s condensed consolidated financial statements for further discussion.

Previous 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.

Current wording

Interest income was approximately $4.9 million for the nine months ended September 30, 2024, compared to approximately $4.5 million for the nine months ended September 30, 2023. The increase was driven by higher cash and cash equivalents balances during the nine months ended September 30, 2024, than in the corresponding period in 2023.

Previous 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.

Current wording

Interest expense was approximately $37.1 million for the nine months ended September 30, 2024, compared to approximately $42.0 million for the nine months ended September 30, 2023, a decrease of approximately $5.0 million. The decrease was due to lower overall debt balances outstanding during the nine months ended September 30, 2024. See Note 14 Long-Term Debtof our condensed consolidated financial statements for further information.

Previous 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.

Current wording

There was approximately an $18.8 million gain on reti rement of debt for the nine months ended September 30, 2024, compared to approximately $2.4 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par, resulting in a net gain on retirement of debt of approximately $18.8 million. During the nine months ended September 30, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par, resulting in a net gain on retirement of debt of approximately $2.4 million.

Previous 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.

Current wording

Other income, net, was approximately $1.0 million for the nine months ended September 30, 2024, compared to approximately $96.5 million for the nine months ended September 30, 2023. As the Company sold its MGM investment in thenine months ended September 30, 2023, the accumulated other comprehensive income was released to other income resulting in approximately a $96.8 million gain.

Previous wording

For the six months ended June 30, 2024, we recorded a benefit from income taxes of approximately $16.0 million. This amount is based on the actual effective tax rate of 30.0%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes. For the six months ended June 30, 2023, we recorded a provision for income taxes of approximately $22.0 million. This amount is based on the actual effective tax rate of 24.3%. The Company also recorded approximately $23.9 million of discrete tax expense related to the gain on our MGM investment.

Current wording

For the nine months ended September 30, 2024, we recorded a benefit from income taxes of approximately $17.8 million. This amount is based on the actual effective tax rate of 20.6%. This rate includes discrete tax expense of approximately $2.9 million related to provision related to return to provision adjustments, changes in valuation allowance for certain of our state net operating losses, and stock-based compensation. For the nine months ended September 30, 2023, we recorded a provision for income taxes of approximately $5.3 million. This amount is based on the actual effective tax rate of 25.9%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes and permanent differences associated with non-deductible officer compensation. The Company also recorded approximately $23.7 million of discrete tax expense primarily related to the gain on sale our MGM investment.

Previous 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.

Current wording

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

Previous wording

Net income attributable to non-controlling interests was approximately $0.6 million for the six months ended June 30, 2024, compared to approximately $1.3 million for the six months ended June 30, 2023. The decrease in net income attributable to non-controlling interests was due primarily to the change in ownership interest in Reach Media during the six months ended June 30, 2024, compared to the six months ended June 30, 2023.

Current wording

Net income attributable to non-controlling interests was approximately $1.0 million for the nine months ended September 30, 2024, compared to approximately $2.0 million for the nine months ended September 30, 2023. The decrease in net income attributable to non-controlling interests was due primarily to the change in ownership interest in Reach Media during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.

Previous wording

Broadcast and digital operating income decreased to approximately $34.2 million for the three months ended June 30, 2024, compared to approximately $47.3 million for the comparable period in 2023, a decrease of approximately $13.1 million or 27.7%. The decrease was primarily due to lower broadcast and digital operating income at all segments but our radio broadcasting segment. Our digital segment generated approximately $2.9 million of broadcast and digital operating income during the three months ended June 30, 2024, compared to approximately $6.1 million during the three months ended June 30, 2023. Reach Media generated approximately $4.3 million of broadcast and digital operating income during the three months ended June 30, 2024, compared to approximately $5.2 million during the three months ended June 30, 2023. Cable television generated approximately $16.0 million of broadcast and digital operating income during the three months ended June 30, 2024, compared to approximately $25.9 million during the three 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 $10.8 million of broadcast and digital operating income during the three months ended June 30, 2024, compared to approximately $9.9 million during the three months ended June 30, 2023, primarily due to higher revenue due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national advertising expenses.

Current wording

Broadcast and digital operating income decreased to approximately $35.4 million for the three months ended September 30, 2024, compared to approximately $43.8 million for the three months ended September 30, 2023, a decrease of approximately $8.4 million or 19.2%. The decrease was primarily dueto lower broadcast and digital operating income at all segments but our Reach Media segment. Our digital segment generated approximately $7.1 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $7.3 million during the three months ended September 30, 2023. Reach Media generated approximately $5.1 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $4.0 million during the three months ended September 30, 2023. Cable television generated approximately $16.7 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $23.6 million during the three months ended September 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 $6.7 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $8.6 million during the three months ended September 30, 2023, primarily due to an increase in national advertising expenses offset by higher revenue due to the Houston station acquisition, which was completed in August 2023.

Previous 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.

Current wording

Broadcast and digital operating income decreased to approximately $101.6 million for the nine months ended September 30, 2024, compared to approximately $130.4 million for the nine months ended September 30, 2023, a decrease of approx imately $28.8 million or 22.1%. The decrease was primarily due to lower broadcast and digital operating income at all segments. Our digital segment generated approximately $13.0 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $17.2 million during the nine months ended September 30, 2023. Reach Media generated approximately $12.0 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $13.4 million during the nine months ended September 30, 2023. Cable television generated approximately $52.2 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $71.9 million during the nine months ended September 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 $24.1 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $27.4 million during the nine months ended September 30, 2023, primarily due to higher selling, general and administrative costs.

Previous 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.

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, loss from ceased non-core business initiatives 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

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.

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 $115.5 million as of September 30, 2024. As of September 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 (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.

Current wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $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 nine months ended September 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 nine months ended September 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 approximately $0.1 million. The Company did not repurchase any shares of Class D stock during the nine months ended September 30, 2023, under this authorization. The Company has approximately $0.3 million remaining under the Employee Stock Repurchase Authorization.

Previous wording

On June 10, 2024, the Company’s board of directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D common stock (collectively, the “Stock Repurchase Program”). The Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.

Current wording

On June 10, 2024, the Company’s board of directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D common stock (collectively, the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.

Previous wording

During the six months ended June 30, 2024, the Company repurchased 449,277 shares of Class A Common Stock in the amount of approximately $0.9 million at an average price of $2.06 per share. During the six months ended June 30, 2023, the Company did not repurchase any shares of Class A Common Stock.

Current wording

During the nine months ended September 30, 2024, the Company repurchased 1,464,300 shares of Class A Common Stock in the amount of approximately $3.0 million at an average price of $2.03 per share.

Previous 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.

Current wording

During the nine months ended September 30, 2024, the Company repurchased 647,528 shares of Class D Common Stock in the amount of approximately $0.9 million at an average price of $1.39 per share. During the nine months ended September 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. After giving effect to the above transaction, the 2024 Stock Repurchase program has approximately $16.1 million remaining shares under the authorization. See Note 19 -Subsequent Events of our condensed consolidated financial statements for additional purchases subsequent to September 30, 2024.

Previous 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.

Current wording

During the nine months ended September 30, 2024 and 2023, the Company executed Stock Vest Tax Repurchases of 423,511 shares of Class D Common Stock in the amount of approximately $1.4 million at a price of $3.21 per share and 312,448 shares of Class D Common Stock in the amount of approximately $1.6 million at an average price of $5.21 per share.

Previous wording

During the three months ended June 30, 2024, the Company repurchased approximately$35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately $7.4 million. During thethree months ended June 30, 2023, the Company did not repurchase any of its 2028 Notes.

Current wording

During the three months ended September 30, 2024 the Company repurchased approximately $14.5 million of its 2028 Notes at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately $3.6 million. There is approximately $25.0 million remaining under the June 2024 Authorization as defined in Note 14 –Long-Term Debtof our condensed consolidated financial statements. During the three months September 30, 2023, the Company did not repurchase any of its 2028 Notes.

Previous 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.

Current wording

During thenine months ended September 30, 2024, the Company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par, resulting in a net gain on retirement of debt of approximately $18.8 million. During the nine months ended September 30, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par, resulting in a net gain on retirement of debt of approximately $2.4 million. As of September 30, 2024, the total outstanding aggregate principal amount of the senior secured notes due 2028 is approximately $600.0 million. See Note 14 –Long-Term Debt of our condensed consolidated financial statements for further information.