URBAN ONE, INC.
For the period ended Dec 31, 2024. Filed Mar 27, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Mar 27, 2025
UONE$4.06-1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-06-07.
0001558370-24-009018
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-03-27.
0001041657-25-000013
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 141 previous paragraphs and 151 current paragraphs.
58 unchanged; 63 reworded; 28 added; 18 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 31 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (28)
Current report
*NM - Not meaningful
Current report
Interest and investment income
Current report
Net income attributable to non-controlling interests
Current report
Key Performance Indicators and Non-GAAP Financial Measures
Current report
(1) Corporate developments costs include professional fees and other nonrecurring items related to the material weakness remediation efforts.
Current report
(3) In 2024, we made an immaterial change to the definition of adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change.
Current report
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.
Current report
During the year ended December 31, 2024, the Company repurchased 2,850,844 shares of Class A Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $5.0 million at an average price of $1.77 per share. 908,894 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024.
Current report
On March 7, 2022, the Board of Directors authorized and approved a share repurchase program for up to $25.0 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months. On December 6, 2022, the Board of Directors authorized and approved a share repurchase program for up to an additional $10.0 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock. During the year ended December 31, 2023, the Company repurchased 824 shares of Class D common stock for approximately $3,000 at an average price of $3.99 per share. The Company did not repurchase any shares of Class A common stock during the year ended December 31, 2023.
Current report
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 (the "Stock Grant Repurchase Authorization"). During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 2024 the Company repurchased 184,495 shares of Class D Common Stock for approximately $0.3 million at an average price of $1.42 per share. During the year ended December 31, 2023, the Company did not repurchase any shares of Class A or Class D common stock under the Stock Grant Repurchase Authorization. After giving effect to the above transactions, the Stock Grant Repurchase Authorization has approximately $0.2 million remaining shares under the authorization.
Current report
Goodwill within our various reporting units, Radio Broadcasting Licenses and TV One Trade Name
Current report
Radio Market Reporting Units and Radio Broadcasting Licenses
Current report
As of December 31, 2024, we had approximately $257.8 million in broadcasting licenses and $30.0 million across seven of our 13 radio market reporting units in goodwill within the Radio Market reporting unit, which totaled $287.8 million and represented approximately 29.8% of our total assets.
Current report
For the years ended December 31, 2024 and 2023, the Company recorded impairment losses against radio broadcasting licenses and goodwill collectively, of approximately $118.5 million and $129.3 million, respectively, which are included within the impairment of goodwill and intangible assets in the consolidated statements of operations. The fair value of broadcasting licenses in 11 radio markets, approximately $247.3 million in aggregate, exceeded its carrying value by less than 10.0% as of December 31, 2024. The broadcasting licenses in those 11 radio markets are considered at risk offailing the quantitative impairment assessment in future quarters if financial performance decreases.
Current report
TV One Trade Name
Current report
The Company noted a continued decline in revenues in the Cable Television segment, indicating that it was more likely than not that the TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the TV One Trade Name as of September 30, 2024 and December 31, 2024 to determine whether it was impaired. Based on these analyses, the Company recognized an impairment loss of approximately$13.1 million associated with the TV One Trade Name, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024. No incremental impairment was recorded in connection with the Company’s October 1 annual assessment.
Current report
Below are the key assumptions used in the relief from royalty approach model for estimating the fair value of the trade name for the TV One in the most recent interim impairment assessment performed as of December 31, 2024.
Current report
The following table presents sensitivity analysis for the TV One Trade Name showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the discount rate, royalty rate, terminal growth rate and revenue growth which the Company has determined to be a significant assumption impacting the impairment:
Current report
TV One Reporting Unit
Current report
The Company noted a continued decline in revenues in the TV One reporting unit, indicating that it was more likely than not that the TV One reporting unit was impaired. Therefore, the Company performed a quantitative impairment assessment for the TV One reporting unit to determine whether it was impaired as of September 30, 2024 and December 31, 2024. Based on these analyses, the Company recognized an impairment loss of approximately$20.2 million associated with the TV One reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024. No impairment was recorded for the reporting unit during the three-months ended September 30, 2024 or in connection with the Company’s October 1 annual assessment.
Current report
The following table presents sensitivity analysis for the TV One reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal growth rate, operating profit margin, discount rate, 5% and 10% reduction in fair value of the TV One reporting unit which the Company has determined to be a significant assumption impacting the impairment:
Current report
iOne Reporting Unit
Current report
The Company noted a continued decline in revenues in the iOne reporting unit, indicating that it was more likely than not that the iOne reporting unit was impaired. There fore, the Company performed a quantitative impairment assessment for iOne reporting unit to determine whether it was impaired as of September 30, 2024 and December 31, 2024. Based on these analyses, no goodwill impairment losses were recognized associated with the iOne reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024.
Current report
The following table presents sensitivity analysis for the iOne reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal growth rate, operating profit margin, discount rate, 5% and 10% reduction in fair value of the iOne reporting unit which the Company has determined to be a significant assumption impacting the impairment:
Current report
On November 1, 2024, RMLC announced that it had won a ruling in its rate determination proceedings with SESAC with respect to fees paid by RMLC-represented stations. The determination sets the rates for the period January 1, 2023, through December 31, 2026, and is retroactive in its application. RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations. The RMLC is currently negotiating with BMI.
Current report
Reach Media Redeemable Non-Controlling Interests
Current report
(1) Includes interest obligations based on effective interest rates on senior secured notes outstanding as of December 31, 2024. Interest is payable semi-annually in arrears on February 1 and August 1 of each year.
Current report
(2) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, launch liability payments, asset-backed credit facility (if applicable) and other general operating agreements. Also includes contracts that our Cable Television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements.
Removed paragraphs (18)
Previous report
Revision of Previously Issued Financial Statements
Previous report
This Management’s Discussion and Analysis (“MD&A”) has been revised to give effect to the revision of the Company’s consolidated financial statements, as more fully described in Note 2 -Revision of Previously Issued Financial Statementsof our consolidated financial statements.
Previous report
URBAN ONE, INC. AND SUBSIDIARIES
Previous report
Impairment of goodwill, intangible assets and long-lived assets was approximately $129.3 million during the year ended December 31, 2023 compared to $40.7 million for the year ended December 31, 2022, an increase of approximately $88.6 million. The impairment loss of $129.3 million in 2023 was entirely associated with the impairment of broadcasting licenses within the radio broadcasting segment. The primary factors leading to the impairments were a decline in projected gross market revenues throughout 2023 and an increase in discount rate during the first three quarters in 2023.
Previous report
Interest income
Previous report
December 31, 2022, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 89.5% of par, resulting in a net gain on retirement of debt of approximately $6.7 million during the year ended December 31, 2022.
Previous report
Net income attributable to noncontrolling interests
Previous report
Non-GAAP Financial Measures
Previous report
Goodwill within the Radio Broadcasting Segment and Radio Broadcasting Licenses
Previous report
We have 13 radio market reporting units within the radio broadcasting segment. Significant impairment charges have been an ongoing trend experienced by media companies in general and are not unique to us.
Previous report
As of October 1, 2023, we performed an annual impairment assessment (quantitative for all reporting units) for goodwill. As of December 31, 2023, we performed an interim impairment assessment (qualitative for six reporting units and quantitative for one reporting unit) for goodwill because of a decline in operating cash flows. Based on the annual and interim impairment assessments performed, no goodwill impairment losses were recognized for the year ended December 31, 2023.
Previous report
Based on the most recent impairment assessments performed, for the six reporting units where a qualitative assessment was performed, it was not more likely than not the fair value of the reporting units was less than the respective carrying amounts. For the one reporting unit where a quantitative assessment was performed, the fair value exceeded the carrying value by 11.1%. We do not believe we have any reporting units that are at risk of failing the quantitative impairment test.
Previous report
The Company recognized an impairment loss of approximately $124.3 million for broadcasting licenses in eight radio markets during the nine months ended September 30, 2023 based on previous interim impairment assessments. Based on the most recent interim assessment as of December 31, 2023, the Company recognized an impairment loss of approximately $5.0 million for broadcasting licenses in three radio markets during the three months ended December 31, 2023. Excluding the broadcasting licenses in the three radio markets where an impairment loss was recognized during the three months ended December 31, 2023, the fair value of broadcasting licenses in eight radio markets, approximately $204.9 million in aggregate, exceeded its carrying value by less than 10% as of December 31, 2023. The broadcasting licenses in those eight radio markets are considered at risk of failing the quantitative impairment assessment in future quarters if financial performance decreases.
Previous report
(a)The units of accounting are not disclosed on a specific market basis so as to not make publicly available sensitive information that could be competitively harmful to the Company.
Previous report
The Company completed the sale of its MGM Investment on April 21, 2023. Please refer to Note 3(q) –Investments of our consolidated financial statements for more details. The investment in MGM National Harbor was preferred stock that had a non-transferable put right and was classified as an available-for-sale debt security. The investment was initially measured at fair value using a dividend discount model. Significant inputs to the dividend discount model include revenue growth rates, discount rate and a terminal growth rate. As of June 30, 2023 and December 31, 2022, the investment’s fair value was measured using a contractual valuation approach. This method relied on a contractually agreed upon formula established between the Company and MGM National Harbor as defined in the Second Amended and Restated Operating
Previous report
Agreement of MGM National Harbor, LLC (“the Agreement”) rather than market-based inputs or traditional valuation methods. As defined in the Agreement, the calculation of the put was based on operating results, Enterprise Value and the Put Price Multiple. The inputs used in this measurement technique were specific to the entity, MGM National Harbor, and there are no current observable prices for investments in private companies that are comparable to MGM National Harbor. The inputs used to measure the fair value of this security are classified as Level 3 within the fair value hierarchy. Throughout the periods from the fourth quarter of 2020 up until the third quarter of 2022, the Company relied on the dividend discount model for valuation purposes based on the facts, circumstances, and information available at the time. During the fourth quarter of 2022, the Company adopted the contractual valuation method described above as it believes it more closely approximates the fair value of the investment at that time.
Previous report
Reach Media Redeemable Noncontrolling Interests
Previous report
The Company currently is under a letter of credit reimbursement and security agreement with capacity of up to $1.2 million which expires on October 8, 2024. As of December 31, 2023, the Company had letters of credit totaling approximately $0.8 million under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash. In addition, the Current ABL Facility provides for letter of credit capacity of up to $5.0 million subject to certain limitations on availability.
Reworded paragraphs (63)
Previous wording
For the year ended December 31, 2023, consolidated net revenue decreased approximately 1.4% compared to the year ended December 31, 2022. For 2024, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
Current wording
For the year ended December 31, 2024, consolidated net revenue decreased approximately 5.9% compared to the year ended December 31, 2023. For 2025, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
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 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 and low power television revenue. The balance of net revenue from our Radio Broadcasting segment was generated from ticket sales and revenue related to our sponsored events, management fees and other revenue.
Previous wording
Within our digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized over time. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.
Current wording
Within our Digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.
Previous wording
During the year ended December 31, 2023, we recognized approximately $477.7 million in net revenue compared to approximately $484.6 million during the year ended December 31, 2022. These amounts are net of agency and outside sales representative commissions. We recognized approximately $156.2 million of revenue from our radio broadcasting segment during the year ended December 31, 2023, compared to approximately $156.7 million for the year ended December 31, 2022, a decrease of approximately $0.5 million, primarily due to lower political revenue offset by new stations in the Indianapolis and Houston markets. Based on reports prepared by Miller Kaplan, the markets we operate in decreased 5.5% in total revenues. We experienced net revenue reduction in all of our existing radio markets, with the exception of Cleveland and Columbus. We recognized approximately $52.9 million of revenue from our Reach Media segment during the year ended December 31, 2023, compared to approximately $43.1 million for the year ended December 31, 2022, an increase of approximately $9.8 million. The increase was primarily driven by the addition of the Fantastic Voyage cruise during the second quarter of 2023. We recognized approximately $75.5 million of revenue from our digital segment during the year ended December 31, 2023, compared to $78.5 million during the year ended December 31, 2022, a decrease of approximately $3.0 million. This decrease was primarily driven by a decrease in direct revenue. We recognized approximately $196.2 million of revenue from our cable television segment during the year ended December 31, 2023, compared to $209.9 million during the year ended December 31, 2022, a decrease of approximately $13.7 million. The decrease was primarily driven by a decrease in affiliate fees due to subscriber churn, lower ratings and decreased advertising sales.
Current wording
During the year ended December 31, 2024, we recognized approximately $449.7 million in net revenue compared to approximately $477.7 million during the year ended December 31, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $165.8 million of revenue from our Radio Broadcasting segment during the year ended December 31, 2024, compared to approximately $156.2 million for the year ended December 31, 2023, an increase of approximately $9.6 million, primarily driven by increased political revenue and due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national sales driven by demand. We recognized approximately $47.3 million of revenue from our Reach Media segment during the year ended December 31, 2024, compared to approxima tely $52.9 million for the year ended December 31, 2023, a decrease of approximately $5.6 million. The decrease was primarily driven by overall demand and attrition of advertisers. We recognized approximately $70.7 million of revenue from our Digital segment during the year ended December 31, 2024, compared to $75.5 million during the year ended December 31, 2023, a decrease of approximately$4.8 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers. We recognized approximately $168.2 million of revenue from our Cable Television segment during the year ended December 31, 2024, compared to $196.2 million during the year ended December 31, 2023, a decrease of approximately $28.0 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 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 $136.9 million for the year ended December 31, 2023 compared to $122.6 million for the year ended December 31, 2022, an increase of approximately $14.3 million. The increase in programming and technical expenses for the year ended December 31, 2023, compared to the same period in 2022 was due to higher expenses across most segments. Expenses in our radio broadcasting segment increased approximately $5.0 million for the year ended December 31, 2023, compared to the year ended December 31, 2022, due primarily to the CMG acquisition (as discussed in Note 4 –Acquisitions and Dispositions of our consolidated financial statements) as well as higher music royalties, payroll, contract labor and rent expense. Expenses in our digital segment decreased approximately $0.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to lower content expenses and video production costs partially offset by higher payroll expenses. Expenses in our Reach Media segment increased approximately $0.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to higher station compensation expenses. Expenses in our cable television segment increased approximately $8.8 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to higher content amortization expense, payroll, production facility and bad debt expense, partially offset by a decrease in promotional 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 $135.2 million for the year ended December 31, 2024 compared to approximately $136.9 million for the year ended December 31, 2023, a decrease of approximately $1.6 million. The decrease in programming and technical expenses for the year ended December 31, 2024, compared to the same period in 2023 was due to lower expenses across most segments. Expenses in our Digital segment decreased approximately $0.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due primarily to lower software license fees, video production costs and lower payroll expenses. Expenses in our Reach Media segment decreased approximately $1.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 dueprimarily to lower contract labor and payroll expense. Expenses in our Cable Television segment decreased approximately $2.3 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due primarily to lower content amortization expense. Expenses in our Radio Broadcasting segment increased approximately $2.7 million for the year ended December 31, 2024, compared to the year ended December 31, 2023, due 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 internet 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 $172.4 million for the year ended December 31, 2023 compared to $160.4 million for the year ended December 31, 2022, an increase of approximately $12.0 million. Expenses in our radio broadcasting segment increased approximately $7.4 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to higher payroll, research, travel and entertainment and insurance expenses, as well as promotional accounts. Expenses in our digital segment decreased approximately $1.1 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to lower compensation costs. Expenses in our Reach Media segment increased $10.2 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 primarily due to the Fantastic Voyage cruise and to a lesser extent, higher affiliate station costs. Finally, expenses in our cable television segment decreased approximately $4.6 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to a decrease in promotional, 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 $174.3 million for the year ended December 31, 2024 compared to $172.4 million for the year ended December 31, 2023, an increase of approximately $1.8 million. Expenses in our Radio Broadcasting segment increased approximately $2.3 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to an increase in bad debt expense, higher payroll, research, insurance, travel and entertainment costs as a result of the Houston station acquisition, which was completed in August 2023. Expenses in our Digital segment decreased approximately $2.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to lower compensation costs and a reduction in promotional expenses. Expenses in our Reach Media segment decreased approximately $1.5 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due tolower affiliate station costs. Finally, expenses in our Cable Television segment increased approximately $2.8 million or the year ended December 31, 2024, compared to the year ended December 31, 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 $53.6 million for the year ended December 31, 2023 compared to $49.9 million for the year ended December 31, 2022, an increase of approximately $3.7 million. This increase was primarily driven by higher third-party consulting and audit expenses, partially offset by lower executive compensation costs.
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 $50.6 million for the year ended December 31, 2024 compared to approximately $53.6 million for the year ended December 31, 2023, a decrease of approximately $3.0 million. This decrease was primarily driven by lower third-party consultant costs.
Previous wording
Stock-based compensation expense was approximately $10.0 million for the year ended December 31, 2023 compared to $9.9 million for the year ended December 31, 2022, an increase of approximately $0.1 million. The increase in stock-based compensation for the year ended December 31, 2023, compared to year ended December 31, 2022, was primarily due to the timing of grants and vesting of stock awards for certain executive officers and other management personnel.
Current wording
Stock-based compensation expense was approximately $5.7 million for the year ended December 31, 2024 compared to approximately $10.0 million for the year ended December 31, 2023, a decrease of approximately $4.3 million. The decrease in stock-based compensation for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to the timing of vesting of stock awards for executive officers and the decrease in grant date fair value of awards.
Previous wording
Depreciation and amortization expense was approximately $7.1 million for the year ended December 31, 2023, compared to approximately $10.0 million for the year ended December 31, 2022, a decrease of approximately $2.9 million. This decrease is due to capitalized assets becoming fully depreciated.
Current wording
Depreciation and amortization expense was approximately $7.7 million for the year ended December 31, 2024, compared to approximately $7.1 million for the year ended December 31, 2023, an increase of approximately $0.6 million. This increase is due to a higher overall balance of depreciable assets for the year ended December 31, 2024.
Previous wording
Impairment of goodwill, intangible assets, and long-lived assets
Current wording
Impairment of goodwill and intangible assets
Previous wording
See Note 6 –Goodwill, Radio Broadcasting Licenses and Other Intangible Assets, of our consolidated financial statements for further discussion.
Current wording
Impairment of goodwill and intangible assets was approximately $151.8 million during the year ended December 31, 2024 compared to approximately $129.3 million for the year ended December 31, 2023, an increase of approximately $22.5 million. See Note 13 –Goodwill And Other Intangible Assets of the Company’s consolidated financial statements for further discussion.
Previous wording
Interest income was approximately $7.0 million for the year ended December 31, 2023 compared to approximately $0.9 million for the year ended December 31, 2022, an increase of approximately $6.0 million. The increase was primarily due to higher cash and cash equivalents balances during the year ended December 31, 2023.
Current wording
Interest and investment income was approximately $6.0 million for the year ended December 31, 2024 compared to approximately $7.0 million for the year ended December 31, 2023, a decrease of approximately $1.0 million. The decrease was primarily due to lower cash and cash equivalents balances during the year ended December 31, 2024.
Previous wording
Interest expense decreased to approximately $56.2 million for the year ended December 31, 2023, compared to approximately $61.8 million for the year ended December 31, 2022, a decrease of approximately $5.6 million. The decrease is due to lower overall debt balances outstanding. During the year ended December 31, 2023, the Company repurchased approximately $25.0 million of its $825.0 million in aggregate principal amount of senior secured notes due 2028 (“2028 Notes”) at an average price of approximately 89.1% of par.
Current wording
Interest expense decreased to approximately $48.6 million for the year ended December 31, 2024, compared to approximately $56.2 million for the year ended December 31, 2023, a decrease of approximately $7.6 million. The decrease is due to lower overall debt balances outstanding. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par.
Previous wording
Gain on retirement of debt was approximately $2.4 million for the year ended December 31, 2023 compared to approximately $6.7 million for the year ended December 31, 2022, a decrease of approximately $4.4 million. As discussed above, during the year ended December 31, 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. During the year ended
Current wording
Gain on retirement of debt was approximately $23.3 million for the year ended December 31, 2024 compared to approximately $2.4 million for the year ended December 31, 2023, an increase of approximately $20.9 million. As discussed above, during the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. During the year ended December 31, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par.
Previous wording
Other income, net increased $80.0 million for the year ended December 31, 2023 from the year ended December 31, 2022. The increase was primarily due to the gain on sale of the Company’s MGM Investment, which was recognized in other income, net, during the year ended December 31, 2023. During the year ended December 31, 2022, the Company recognized income related to the MGM investment as well as the Paycheck Protection Program loan program (“PPP”) and related accrued interest that was forgiven in other income, net.
Current wording
Other income, net decreased $95.2 million for the year ended December 31, 2024 from the year ended December 31, 2023. The decrease was primarily due to the gain on sale of the Company’s MGM Investment, which was recognized in other income, net, during the year ended December 31, 2023.
Previous wording
For the year ended December 31, 2023, we recorded a provision for income taxes of approximately $7.9 million on the pre-tax income of $17.6 million resulting with an annual effective tax rate of 45.0%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, uncertain tax positions, Internal Revenue Code (“IRC”) Section 382 adjustments, and permanent differences associated with non-deductible officer compensation. For the year ended December 31, 2022, we recorded a provision for income taxes of approximately $16.4 million on pre-tax income of $53.1 million resulting with an annual effective tax rate of 30.9%. This rate primarily reflects taxes at statutory tax rates, and the impact of permanent differences associated with non-deductible officer compensation, and non-taxable PPP Loan income forgiveness. In general, permanent book to tax differences have a greater impact on pre-tax income when the income is lower in the given period.
Current wording
For the year ended December 31, 2024, we recorded a provision for income taxes of approximately $9.8 million on the pre-tax loss of $94.0 million resulting with an annual effective tax rate of (10.4)%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, changes in our valuation allowance, uncertain tax positions, and permanent differences associated with non-deductible officer compensation. For the year ended December 31, 2023, we recorded a provision for income taxes of approximately $7.9 million on pre-tax income of $17.6 million resulting with an annual effective tax rate of 45.0%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, uncertain tax positions, Internal Revenue Code (“IRC”) Section 382 adjustments, and permanent differences associated with non-deductible officer compensation. In general, permanent book to tax differences have a greater impact on pre-tax income when the income is lower in the given period.
Previous wording
For the year ended December 31, 2023, we recognized approximately $5.1 million loss from unconsolidated joint venture related to the Company’s investment in RVAEH.
Current wording
For the year ended December 31, 2024, we recognized approximately $0.4 million loss from unconsolidated joint venture compared to $5.1 million for the year ended December 31, 2023, a decrease of approximately$4.7 million. The decrease is related to the shut down of the RVA Entertainment Holdings, LLC, (“RVAEH”) investment in 2023.
Previous wording
Net income attributable to noncontrolling interests was approximately $2.5 million for the year ended December 31, 2023 compared to approximately $2.3 million for the year ended December 31, 2022. The increase was primarily driven by the loss from RVEAH no longer being recorded for the year ended December 31, 2023 compared to the year ended December 31, 2022.
Current wording
Net income attributable to non-controlling interests was approximately $1.2 million for the year ended December 31, 2024 compared to approximately $2.5 million for the year ended December 31, 2023, a decrease of approximately $1.3 million. The decrease was primarily driven by the change in ownership interest in Reach Media for the year ended December 31, 2024 compared to the year ended December 31, 2023.
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 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 or impressions delivered, 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 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.
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 and investment 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 and intangible 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 and intangible 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 $168.4 million for the year ended December 31, 2023, compared to approximately $201.6 million for the year ended December 31, 2022, a decrease of approximately $33.2 million or 16.5%. This decrease was due to lower broadcast and digital operating income at each of our segments. Our radio broadcasting segment generated approximately $34.6 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $47.5 million during the year ended December 31, 2022, a decrease of approximately $12.9 million, primarily due to lower net revenues and higher expenses. Reach Media generated approximately $17.9 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $18.9 million during the year ended December 31, 2022, primarily due to higher expenses offset by higher revenue. Our digital segment generated approximately $20.0 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $21.8 million during the year ended December 31, 2022, primarily due to decrease in net revenues and increased expenses. Finally, our cable television segment generated approximately $95.5 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $113.4 million during the year ended December 31, 2022, with the decrease primarily due to lower net revenues and higher expenses.
Current wording
Broadcast and digital operating income decreased to approximately $140.2 million for the year ended December 31, 2024, compared to approximately $168.4 million for the year ended December 31, 2023, a decrease of approximately $28.2 million or (16.7)%. This decrease was due to lower broadcast and digital operating income at each of our segments except our Radio Broadcasting segment. Our Radio Broadcasting segment generated approximately $39.2 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $34.6 million during the year ended December 31, 2023, of approximately, primarily due to higher political revenues. Reach Media generated approximately $15.5 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $17.9 million during the year ended December 31, 2023, primarily due to lower expenses offset by lower revenue. Our Digital segment generated approximately$18.1 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $20.0 million during the year ended December 31, 2023, primarily due to decrease in net revenues and reduced expenses. Finally, our Cable Television segment generated approximately$67.0 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $95.5 million during the year ended December 31, 2023, with the decrease primarily due to lower net revenues and higher expenses.
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, employment agreement award and other compensation, corporate development 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 and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate development 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 and investment 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 and intangible 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 to broadcast and digital operating income is as follows:
Current wording
The reconciliation of net (loss) income to broadcast and digital operating income is as follows:
Previous wording
The reconciliation of net income to adjusted EBITDA is as follows:
Current wording
The reconciliation of net (loss) income to adjusted EBITDA is as follows:
Previous wording
1 Investment income (expense) from MGM National Harbor is included in other income, net.
Current wording
(2) Investment income 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 $233.6 million as of December 31, 2023. As of December 31, 2023, 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 is approximately $137.6 million as of December 31, 2024. As of December 31, 2024, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.
Previous wording
The Company regularly considers the impact of macroeconomic conditions on our business. Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, along with banking volatility, may have an adverse effect on our revenues.
Current wording
The Company regularly considers the impact of macroeconomic conditions on our business. Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, changes in governmental spending and its resulting impact on the national and more localized economies and banking volatility, may have an adverse effect on our revenues.
Previous wording
On March 8, 2023, ROEH issued a Put Notice with respect to its Put Interest in MGMNH. Upon issuance of the Put Notice, no later than thirty (30) days following receipt, MGMNH 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 year ended December 31, 2023, the Company received $8.8 million representing the Company’s annual distribution from MGMNH with respect to fiscal year 2022.
Current wording
On March 8, 2023, ROEH issued a Put Notice with respect to its Put Interest in MGM National Harbor. Upon issuance of the Put Notice, no later than thirty (30) days following receipt, MGM National Harbor 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 year ended December 31, 2023, the Company received $8.8 million representing the Company’s annual distribution from MGM National Harbor with respect to fiscal year 2022.
Previous wording
During the year ended December 31, 2023, the Company repurchased 824 shares of Class D common stock in the amount of approximately $3,000 at an average price of $3.99 per share. During the year ended December 31, 2023, the Company executed Stock Vest Tax Repurchases of 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. See Note 12 —Stockholders’ Equity of our consolidated financial statements for further information on our common stock.
Current wording
During the year ended December 31, 2024, the Company repurchased 1,191,610 shares of Class D common stock under the 2024 Stock Repurchase Program in the amount of approximately $1.4 million at an average price of $1.22 per share. During the year ended December 31, 2024, the Company executed Stock Vest Tax Repurchases of 425,966 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $3.20 per share. After giving effect to the above transactions (with respect to both Class A and Class D common stock), the 2024 Stock Repurchase program has approximately $13.5 million remaining under the authorization. See Note 17 —Stockholders Equity of our consolidated financial statements for further information on our common stock and stock repurchase plan.
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 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.
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 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. As of December 31, 2024, there were approximately $584.6 million of the 2028 Notes outstanding.
Previous wording
During the year ended December 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.
Current wording
During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million during the year ended December 31, 2024. During the year ended December 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. See Note 15 — Long-Term Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.
Previous wording
On February 19, 2021, the Company closed on an 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
Current wording
On February 19, 2021, the Company closed on an 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 December 31, 2024, there were no borrowings outstanding on the Current ABL Facility.
Previous wording
At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to LIBOR Loans (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
Current wording
At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, ("LIBOR Loan") (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
Previous wording
Between June 5, 2023 and November 9, 2023, the Company entered into four more waiver and amendments related to the Company’s failure to timely deliver both the annual financial deliverables for the Fiscal Year ended December 31, 2022 and quarterly financial deliverables for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023 as required under the Current ABL Facility, dated as of February 19, 2021. On November 9, 2023, the Company entered into a fifth waiver and amendment (the “Fifth Waiver and Amendment”) to the Current ABL Facility, dated as of February 19, 2021. The Fifth Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver the delayed reports. The Fifth Waiver and Amendment set a due date of November 30, 2023 for the quarterly financial deliverables for the quarters ended March 31, 2023 and June 30, 2023 and a due date of December 31, 2023 for the quarterly financial deliverables for the three months ended September 30, 2023. See Note 16 –Subsequent Events of our consolidated financial statements for further background on the Sixth Waiver and Amendment and the Seventh Waiver and Amendment, each executed after the year ended December 31, 2023.
Current wording
Between June 5, 2023 and May 30, 2024, the Company entered into six more waivers and amendments related to the Company’s failure to timely deliver certain financial deliverables as required under the Current ABL Facility. On May 30, 2024, the Company entered into the seventh waiver and amendment (the “Seventh Waiver and Amendment”) to the Current ABL Facility. The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the annual financial deliverables for the year ended December 31, 2023 (the “2023 Form 10-K”) and quarterly financial deliverables for the three months ended March 31, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K”, the “Delayed Reports”). The Seventh Waiver and Amendment set a due date of June 17, 2024 for the Delayed Reports. The Delayed Reports were filed on June 7, 2024, bringing the Company back into compliance with the requirements under the Current ABL Facility.
Previous wording
Advances under the Current ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Current wording
Advances under the Current ABL Facility are limited to (a) eighty-five percent (85.0%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Previous wording
The Current ABL Facility matures on the earlier to occur of (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes.
Current wording
The Current ABL Facility matures on the earlier to occur of (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes. The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
Previous wording
Net cash flows provided by operating activities were approximately $64.6 million and $66.5 million for the years ended December 31, 2023 and 2022, respectively. Cash flow from operating activities for the year ended December 31, 2023, decreased from the prior year primarily due to a decrease in earnings partially offset by improved working capital requirements, including improved collections of receivables partially offset by timing of payments. Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements.
Current wording
Net cash flows provided by operating activities were approximately $37.5 million and $64.6 million for the years ended December 31, 2024 and 2023, respectively. Cash flow from operating activities for the year ended December 31, 2024, decreased from the prior year primarily due to decreased profitability and higher payments for content, offset by trade accounts receivable collections.
Previous wording
Net cash flows provided by investing activities were approximately $95.4 million for the year ended December 31, 2023 and net cash flows used in investing activities were approximately $28.7 million for the year ended December 31, 2022. The increase was primarily driven by the sale of the Company’s MGM investment partially offset by the deconsolidation of RVAEH.
Current wording
Net cash flows (used in) provided by investing activities were approximately$(1.6) million and$95.4 millionfor the years ended December 31, 2024 and 2023, respectively. The decrease was primarily driven by the sale of the Company’s MGM National Harbor investment partially offset by the deconsolidation of RVAEH.
Previous wording
Net cash flows used in financing activities were approximately $28.3 million and $94.7 million for the years ended December 31, 2023 and 2022, respectively. We repurchased approximately $1.6 million and $26.5 million of our Class D Common Stock during the years ended December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, the Company repurchased approximately $22.3 million and $67.1 million, respectively, of our 2028 Notes. Finally, Reach Media paid approximately $4.4 million and $1.6 million in dividends to noncontrolling interest shareholders during the years ended December 31, 2023 and 2022, respectively.
Current wording
Net cash flows used in financing activities were approximately$131.8 million and$28.3 million for the years ended December 31, 2024 and 2023, respectively. The increase in net cash flow used in financing activities is driven primarily by the increase in common stock and debt repurchase activity. We repurchased approximately$8.1 million and$1.6 million of our Class A and D Common Stock during the years ended December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company paid approximately$115.6 million and$22.3 million, respectively, to repurchase approximately$140.4 millionand$25.0 million of our 2028 Notes.
Previous wording
See Note 3 —Summary of Significant Accounting Policies of our consolidated financial statements for a summary of recent accounting pronouncements.
Current wording
See Note 2 —Summary Of Significant Accounting Policies of ourconsolidated financial statements for a summary of recently issued accounting pronouncements not yet adopted and recently adopted accounting pronouncements.
Showing the first 40 of 63 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
As of December 31, 2024, the Company performed an interim qualitative impairment assessment for the radio broadcasting licenses and goodwill for all 13 radio markets to determine whether they were impaired. Based on the interim qualitative assessment, there was no impairment loss to be recognized for any of the radio markets.
Current report — wording carried from elsewhere
Management, at this time, cannot reasonably determine the period when and if the remaining portion of the Put Right will be exercised by the non-controlling interest shareholders.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
See Note 10 —Long-Term Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.
Previous report — wording carried elsewhere
The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.