URBAN ONE, INC.

December 31, 2024 and 2023

1. ORGANIZATION

Urban One, Inc., a Delaware corporation, and its subsidiaries (collectively, “Urban One,” the “Company,” “we,” “our” and/or “us”) is an urban-oriented, multi-media Company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of December 31, 2024, the Company owned and/or operated 72 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations,13 HD stations, and the 2 low power television stations the Company operated), located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, the Company has diversified its revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 90.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its iONE Digital, Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. During the year ended December 31, 2023, the Company completed the sale of its interest in MGM National Harbor (the “MGM Investment”), a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, the Company provides advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences.

Our core radio broadcasting franchise operates under the brand “Radio One.” The Company also operates other brands, such as TV One, CLEO TV, Reach Media, iONE Digital and One Solution, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, the Company has provided selected financial information on the Company’sfour reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) Digital; and (iv) Cable Television. (See Note 20 –Segment Information of our consolidated financial statements for further discussion).

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). Certain prior period amounts have been reclassified to conform to the current period presentation.

The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All intercompany accounts and transactions have been eliminated in consolidation. Non-controlling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity.

The Company is required to include the financial statements of variable interest entities (“VIE”) in its consolidated financial statements. Under the VIE model, the Company consolidates an investment if it has control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. The most significant estimates and assumptions are used in determining: (i) estimates of future cash flows, revenue growth, operating profit margin mature market share, royalty payment avoided, cumulative probability of continued use and terminal growth rate used to evaluate and recognize impairments; (ii) estimates of fair value of the Employment Agreement Award (as defined below) and redeemable non-controlling interest in Reach Media; and (iii) deferred taxes and related valuation allowance, including uncertain tax positions.

These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements. The Company bases these estimates on historical experience, the current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash and money market funds at various commercial banks that have original maturities of 90 days or less. For cash and cash equivalents, cost approximates fair value. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheets to “Cash, cash equivalents and restricted cash, end of period” as reported within the consolidated statements of cash flows:

Concentration of Credit Risk

The Company’s cash and cash equivalents are insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company has amounts held with banks that may exceed the amount of FDIC insurance provided on such accounts. Generally, the balances may be redeemed upon demand and are maintained with financial institutions of reputable credit, and, therefore, bear minimal credit risk. The Company routinely assesses the financial strength of significant customers, and this assessment, combined with the large number and geographical diversity of its customers, limits our concentration of risk with respect to receivables from contracts with customers. No single customer accounted for over 10.0% of the Company’s consolidated net revenues during either of the years ended December 31, 2024 or 2023.

Trade Accounts Receivable and Allowance for Expected Credit Losses

Trade accounts receivable represent our unconditional rights to consideration arising from our performance under our customer contracts and are recorded at cost less an allowance for expected credit losses that are not expected to be recovered. The Company maintains allowances for credit losses resulting from the expected failure or inability of our customers to make required payments. The Company recognizes the allowance for expected credit losses at inception and reassess quarterly based on management’s expectation of the asset’s collectability. Management estimates credit losses on financial assets, including our trade accounts receivable, utilizing a current expected credit loss impairment model. The Company estimates the expected credit losses, measured over the contractual life of an asset considering relevant historical loss information, credit quality of the customer base, current economic conditions, and forecasts of future economic conditions. Large individual receivables for which there is an indication of increased credit risk are individually assessed for loss allowances.

In determining the allowance for credit losses, management groups similar types of financial assets with consistent risk characteristics. Pools are determined generally based on the Company's four reportable segments, with sub-segmentation between local and national advertising customers in the Radio Broadcasting and Digital segments. The risk characteristics of the financial asset portfolios are monitored by management and reviewed periodically. The forecasts for future economic conditions are based on several factors including, but not limited to, changes in external economic forecasts and current collection rates. Our estimates of the allowance for credit losses may not be indicative of our actual credit losses requiring additional charges to be incurred to reflect the actual amount collected. Past due trade accounts receivable balances are written off against our allowance for credit losses when our internal collection efforts have been unsuccessful.

The changes in the allowance for expected credit loss are as follows:

(1) The allowance for expected credit loss as of January 1, 2023 includes $0.6 million cumulative-effect adjustment of the adoption of ASU 2016-13.

Goodwill and Indefinite-Lived Intangible Assets (Primarily Radio Broadcasting Licenses and TV One Trade Name)

In connection with past acquisitions, a significant amount of the purchase price was allocated to radio broadcasting licenses, goodwill, and other intangible assets. Goodwill consists of the excess of the purchase price over the fair value of tangible and identifiable intangible net assets acquired. Goodwill and other indefinite-lived intangible assets are not amortized but are tested annually for impairment at the reporting unit level and accounting unit level on October 1 of each year, or more frequently when events or changes in circumstances or other conditions suggest impairment may have occurred. Impairment exists when the asset carrying values exceed their respective fair values. The excess is recorded to operations as an impairment charge. The Company tests for radio broadcasting license impairment at the accounting unit level using the income approach, which involves, but is not limited to, judgmental estimates and assumptions about market revenue and projected revenue growth by market, mature market share, operating profit margin, discount rate and terminal growth rate. In testing for goodwill impairment, the Company also relies primarily on the income approach that estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenue growth rates, operating profit margins, discount rate and terminal growth rate. The Company then performs a market-based analysis by comparing the estimated fair value of the reporting units with an average implied multiple arrived to the market capitalization of the Company. The Company recognizes an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. Any impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit.

The Company tests the TV One Trade Name for potential impairment using the relief from royalty approach, which values a trade name by calculating the present value of royalty payments avoided given the continued use of the asset. The key assumptions used in the analysis for the trade name include cumulative probability of continued use, percentage of royalty payments avoided, projected revenue growth, terminal growth rate, and discount rate.

Impairment of Long-Lived Assets

Long-lived assets, excluding goodwill and other indefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable. If an impairment indicator is present, the Company evaluates recoverability by comparing the carrying amount of the asset or group of assets to future undiscounted net cash flows expected to be generated by the asset or group of assets. Assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of the cash flows generated by other asset groups. The Company reviewed these long-lived assets during 2024 and 2023 and concluded there were no indicators of impairment.

Fair Value of Financial Instruments

As of December 31, 2024, and 2023, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, trade accounts receivable, certificates of deposits, accounts payable and long-term debt. The carrying amounts approximated fair value for each of these financial instruments as of December 31, 2024 and 2023 due to the short-term nature of these instruments, except for the Company’s long-term debt, which is disclosed in Note 15 -Long-Term Debt.

Revenue Recognition

The Company recognizes revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In general, spot and digital advertising is satisfied as advertising spots or as impressions are delivered. For cable television affiliate revenue, the Company grants a license to the affiliate to distribute its television programming content through the license period, and the Company recognizes revenue based on the number of subscribers each month. Finally, for event-based revenue, the Company’s events typically occur on one specified date when revenue is recognized. However, there may be performance obligations that are satisfied in the weeks leading up to the event, such as radio and digital advertising. In such instances revenue is recognized as the underlying performance obligations are satisfied based on the allocated transaction price and the pattern of delivery to the customer.

Within the Radio Broadcasting and Reach Media segments, revenues are generated from the sale of spot advertisements and sponsorships. Revenue from the sale of spot advertisements is recognized when the advertisements are run. Revenue from sponsorships is recognized as each underlying sponsorship performance obligation is satisfied. Revenue is recognized for each performance obligation based on the allocated transaction price and the pattern of transfer to the customer. The Company records as revenue the amount of consideration that it receives.

Within the Digital segment, Interactive One generates the majority of the Company’s digital revenue. The Company’s 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 based on the pattern of delivery. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price. Interactive One’s contracts with advertisers are typically a year or less in duration and are generally billed monthly upon satisfaction of the performance obligations.

The Cable Television segment derives advertising revenue from the sale of television airtime to advertisers and revenue is recognized as the advertisements are run when the advertisements are run. In the agreements governing advertising campaigns, the Company may also promise to deliver to its customers a guaranteed minimum number of viewers or impressions on a specific television network within a particular demographic. These guaranteed advertising campaigns are considered to represent a single, distinct performance obligation. For these campaigns, revenues are recognized based on the audience levels reached multiplied by the average price per impression. The Company provides the advertiser with advertising until the guaranteed audience level is delivered, and invoiced amounts may exceed the value of the actual audience delivery. As such, a portion of revenues associated with such campaigns is deferred until the guaranteed audience level is delivered or the rights associated with the guarantees lapse, which is typically less than one year. Actual audience and delivery information is obtained from independent ratings services. TV One’s contracts with advertisers are typically a year or less in duration and are generally billed monthly. The Company also provides certain advertising services without guaranteed audience level and are billed monthly based on satisfaction of the performance obligation.

The Company’s Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber royalty payable by the affiliate, in exchange for the right to distribute the Company’s programming. The majority of the Company’s distribution fees are collected monthly throughout the year and distribution revenue is recognized over the term of the contracts based on contracted programming rates and reported subscriber levels. The Company applies the sales- or usage-based royalty exception for its affiliate agreements. The amount of distribution fees due to the Company is reported by distributors based on actual subscriber levels. Such information is generally not received until after the close of the reporting period. In these cases, the Company estimates the number of subscribers receiving the Company’s programming to estimate royalty revenue. Historical adjustments to recorded estimates have not been material.

Some of the Company’s contracts with customers contain multiple performance obligations. In an arrangement with multiple distinct performance obligations, the transaction price is allocated among the separate performance obligations on a relative stand-alone selling price basis. The stand-alone selling price is determined with consideration given to market conditions, the size and scope of the contract, customer information, and other factors.

Contract Assets and Liabilities

Unbilled receivables consist of earned revenue that has not yet been billed. Contract assets are included in trade accounts receivable, net on the consolidated balance sheets. Customer advances and unearned income represent advance payments by customers for future services under contract that are generally fulfilled in the near term. For advertising sold based on audience guarantees, audience deficiency typically results in an obligation to deliver additional advertising units to the customer, generally within one year of the campaign end date. To the extent that audience guarantees are not met, a reserve for audience deficiency is recorded until such a time that the audience guarantee has been satisfied. Unearned event income represents payments by customers for upcoming events. Contract liabilities are included in other current liabilities on the consolidated balance sheets.

Practical Expedients and Exemptions

The Company generally expenses employee sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less or (ii) contracts for which variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property.

Launch Support

The Cable Television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliate agreements and are amortized over the term of the respective contracts. Amortization is recorded as a reduction to revenue. Launch assets are included in other intangible assets, net on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets.

Barter Transactions

In a barter transaction, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and station operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. Barter transaction revenue and expenses for the years ended December 31, 2024 and 2023 are as follows:

The gross value for barter assets and liabilities which are included in contract assets and liabilities in the consolidated balance sheets are as follows:

Advertising and Promotions

The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses for the years ended December 31, 2024 and 2023, were approximately $23.4 million and $27.1 million, respectively.

Income Taxes

The Company recognizes income taxes in accordance with the liability method of accounting. Deferred tax assets or liabilities are computed based upon the difference between financial statement and income tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in statutory tax rates on deferred tax assets and liabilities is recognized into income in the period of enactment. Deferred income tax expense or benefits are based upon the changes in the net deferred tax asset or liability from period to period.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company will make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. Conversely, if management determines that the Company would not be able to realize the recorded amount of deferred tax assets in the future, the Company will make an adjustment to the deferred tax asset valuation allowance, which would increase the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statements of operations. Accrued interest and penalties are included in other current liabilities on the consolidated balance sheets.

Stock-Based Compensation

The Company estimates the fair value of stock-based awards on the date of grant. The fair value of stock options with only service conditions is determined using the Black-Scholes option pricing model. The fair value of restricted stock awards is based on the closing price of the Company's Common Stock on the date of grant. The Company amortizes the fair value of awards expected to vest on a straight-line basis over the requisite service periods of the awards, which is generally the period from the grant date to the end of the vesting period. The determination of the fair value of the Company's stock option awards is based on a variety of factors, including, but not limited to, the Company's Common Stock price, risk-free rate, expected stock price volatility over the expected life of awards and dividend yield. The Company develops its expected term assumption by analyzing its employees’ past and expected exercise patterns for similar options for executive option grants; and applies the simplified method for non-executive option grants. The Company accounts for forfeitures as they occur.

Under the Company's annual incentive compensation plan, the Company may grant immediate or future vesting of restricted stock awards and stock options to certain employees. For these awards, stock-based compensation expense is recognized over the requisite service period.

Fair Value Measurements

The Company reports the financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurement” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument. Changes in fair value measurements, if significant, may affect the Company’s performance of cash flows.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses, TV One Trade Name and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value.

Software and Web Development Costs

The Company capitalizes direct internal and external costs incurred to develop internal-use computer software during the application development stage. Internal-use software is amortized under the straight-line method using an estimated life ofthree years.

Redeemable Non-Controlling Interests

Redeemable non-controlling interests are interests held by third parties in the Company’s subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the non-controlling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

Content Assets

The Company’s Cable Television segment has entered into contracts to license entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run fromone year tofive years. Contract payments are typically made in quarterly installments over the terms of the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins, and the program is available for its first airing. The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). For programming that is predominantly monetized as part of a content group, such as the Company’s commissioned programs, capitalized costs are amortized based on an estimate of the Company’s usage and benefit from such programming. The estimates require management’s judgment and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, among other factors. The Company’s acquired programs’ capitalized costs are amortized based on projected usage, generally resulting in an amortization pattern that is the greater of straight-line over the contract term or projected usage.

The Company utilizes judgment to determine the amortization patterns of the Company’s content assets. Key assumptions include the categorization of content based on shared characteristics and the use of a quantitative model to predict revenue. For grouping of assets with similar characteristics, which the Company defines as genre, this model takes into account projected viewership which is based on (i) estimated household universe; (ii) ratings; and (iii) expected number of airings across different broadcast time slots.

As part of the Company's assessment of its amortization rates, the Company compares the estimated amortization rates to those that have been utilized during the year. Management regularly reviews, and revises, when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write down of the asset to fair value. Based on the expected pattern of benefit from the content, the Company applies either an accelerated method or a straight-line amortization method over the estimated useful lives of generallyone tofive years.

Content that is predominantly monetized within a film group is assessed for impairment at the film group level and is tested for impairment if circumstances indicate that the fair value of the content within the film group is less than its unamortized costs. The Company evaluates the fair value of content at the film group level by considering expected future revenue generation using a cash flow analysis when an event or change in circumstances indicates a change in the expected usefulness of the content or that the fair value may be less than unamortized costs. Estimates of future revenues consider historical airing patterns and future plans for airing content, including any changes in strategy. Given the judgments involved, actual demand or market conditions may be less favorable than those projected, requiring a write-down to fair value. The Company determined there were no impairment indicators during the years ended December 31, 2024 and 2023. Impairment and amortization of content assets are recorded in the consolidated statements of operations as programming and technical expenses. All commissioned and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year of the consolidated balance sheet date which is classified as a current asset.

Tax incentives offered by state governments are measured based on production activities and are recorded as a reduction to capitalized production costs within the commissioned programming content assets.

Leases

The Company’s operating leases are for office space, studio space, broadcast towers, and transmitter facilities. The Company determines whether a contract is, or contains, a lease at inception. In determining whether a contract is or contains a lease, the Company considers all relevant facts and circumstances, including whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The determination involves judgment with respect to whether the Company has the right to obtain substantially all of the economic benefits from the use of the identified asset and whether the Company has the right to direct the use of the identified asset.

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

Lease liabilities are recognized at commencement date based on the present value of the lease payments over the lease term. Many of the Company’s leases provide options to extend the terms of the agreements. Generally, renewal periods are excluded when calculating the lease liabilities as the Company does not consider the exercise of such options to be reasonably certain. When exercise of a renewal option is reasonably assured, the optional terms and related payments are included within lease liability calculation. The implicit rate within the Company’s lease agreements is generally not determinable and, as such, the Company’s estimated collateralized incremental borrowing rate is used.

Certain operating lease agreements include lease payments that are adjusted periodically based on an index and a rate, such as the Consumer Price Index or a market rental rate. The Company recognizes the effect of the changes in rates and indices in the appropriate period which is accounted for as a component of straight-line lease expense.

For leases with an initial term of twelve months or less, the Company elected the exemption from recording ROU assets and lease liabilities and recognizes lease payments on a straight-line basis over the lease term. The Company has elected to combine lease and non-lease components for the purpose of calculating ROU assets and lease liabilities, to the extent that the non-lease components are fixed.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires enhanced disclosures related to reportable segments that includes, among other disclosures, identifying significant segment expenses on an annual and interim basis. The standard was adopted by the Company in the fourth quarter of 2024 and was applied retrospectively to all prior periods presented in the consolidated financial statements. See Note 20 -Segment Information for further information.

Recently Issued Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which enhances the disclosure requirements for income tax reconciliation, domestic and foreign taxes paid, and unrecognized tax benefits. The amendments of ASU No. 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted, and should be applied prospectively. The Company is in the process of evaluating the impact of this new guidance on the disclosures within its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, "Income Statement (Subtopic 220-40): Disaggregation of Income Statement Expenses", which focuses on the disaggregation of income statement expenses. ASU No. 2024-03 requires entities to provide more detailed disclosures about certain significant expense categories in their financial statements. The amendments of ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied prospectively or retrospectively. The Company is in the process of evaluating the impact of this new guidance on the disclosures within its consolidated financial statements.

3. NET REVENUES

Revenue Recognition

The following table shows the sources of the Company’s net revenues by contract type and segment for the years ended December 31, 2024 and 2023:

Contract Assets and Liabilities

Contract assets and contract liabilities that are not separately stated in the Company’s consolidated balance sheets as of December 31, 2024 and 2023 were as follows:

For customer advances and unearned income as of January 1, 2024, approximately $3.6 million was recognized as revenue for the year ended December 31, 2024. For the reserve for audience deficiency as of January 1, 2024, approximately $3.4 million was recognized as revenue during the year ended December 31, 2024. For unearned event income as of January 1, 2024, approximately $4.9 million was recognized as revenue during the year ended December 31, 2024. The Company expects to recognize the revenue resulting from these contract liabilities within the next twelve months.

4. LAUNCH ASSETS

The Cable Television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliate agreements and are amortized over the term of the respective contracts. The weighted-average amortization period for launch support and the remaining weighted-average amortization period for launch support as of December 31, 2024 and December 31, 2023 are as follows:

Launch support asset amortization for the year ended December 31, 2024 and 2023.

The gross value and accumulated amortization of the launch assets are as follows:

Future estimated launch support amortization related to launch assets for years 2025 through 2029 is as follows:

5. EARNINGS PER SHARE

Basic and diluted earnings per share ("EPS") attributable to common stockholders are presented in conformity with the two-class method required for participating securities: Class A, Class B, Class C, and Class D common stock. The rights of the holders of Class A, Class B, Class C, and Class D common stock are identical, except with respect to voting, conversion, and transfer rights.

Basic net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

For the calculation of diluted earnings per share, net (loss) income attributable to common stockholders for EPS is adjusted by the effect of dilutive securities. Diluted net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of common shares outstanding, including all potentially dilutive common shares. In periods of loss, there are no potentially dilutive common shares to add to the weighted-average number of common shares outstanding. The undistributed earnings or losses are allocated based on the contractual participation rights of Class A, Class B, Class C and Class D common shares as if the earnings or losses for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis, and as such, diluted and basic earnings per share are the same for each class of common stock under the two-class method.

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):

For the year ended December 31, 2024, there were approximately 5.8 million potentially antidilutive securities that were not included in the computation of diluted EPS, because to do so would have been antidilutive for the periods presented. There wereno material potentially antidilutive securities excluded from the computation of diluted EPS for the year ended December 31, 2023.

6. FAIR VALUE MEASUREMENTS

As of December 31, 2024 and 2023, respectively, the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:

(a) Pursuant to an employment agreement, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4.0% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each reporting period including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by the income approach using a discounted cash flow analysis and the market approach using comparable public company multiples). Significant inputs to the discounted cash flow analysis include, revenue growth rates, future operating profit, and discount rate. Significant inputs to the market approach include publicly held peer companies and recurring EBITDA multiples. On April 3, 2024, the Company entered into an employment agreement with Alfred C. Liggins, III, President and Chief Executive Officer, consistent with the terms approved by the Company’s Compensation Committee. The terms of the new employment agreements are effective as of January 1, 2022.

(b) The fair value is measured using a combination of a discounted cash flow and a guideline public company methodology. Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit margins and discount rate.

(c) The Company measures and reports its cash equivalents that are invested in money market funds and valued based on quoted market prices which approximate cost due to their short-term maturities.

There were no transfers within Level 1, 2, or 3 during the years ended December 31, 2024 and 2023. The following table presents the changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the years ended December 31, 2024 and 2023:

(*) Amount of total income (losses) for the period included in earnings attributable to the change in unrealized (gains) losses relating to assets and liabilities still held at the reporting date.

(1) On March 8, 2023, Radio One Entertainment Holdings, LLC (“ROEH”), a wholly owned subsidiary of the Company, issued a put notice (the “Put Notice”) with respect to one hundred percent (100%) of its interest (the “Put Interest”) in MGMNH. On April 21, 2023, ROEH closed on the sale of the Put Interest and the Company received approximately $136.8 million in proceeds from the sale of the available-for-sale debt security and recognized a pre-tax gain of $96.8 million, which is included in other income, net on the consolidated statements of operations. The cost of the available for sale security sold was determined using the specific identification method.

Changes in the fair value of the Employment Agreement Award were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the years ended December 31, 2024 and 2023. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets.

For Level 3 liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows:

Any significant increases or decreases in unobservable inputs could result in significantly higher or lower fair value measurements.

Changes in fair value measurements, if significant, may affect the Company’s performance of cash flows.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses, the TV One Trade Name and other intangible assets, net, which are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value.

As of December 31, 2024, the total recorded carrying values of goodwill was approximately $196.4 million, respectively. For the year ended December 31, 2024, the Company recorded impairment charges of approximately $20.2 million associated with the TV One reporting unit. See Note 13 –Goodwill And Other Intangible Assets of the Company's consolidated financial statements for further discussion.

As of December 31, 2024, the total recorded carrying values of radio broadcasting licenses were approximately $257.8 million, respectively. For the year ended December 31, 2024, the Company recorded impairment charges of approximately $118.5 million associated with certain radio broadcasting licenses. See Note 13 –Goodwill And Other Intangible Assets of the Company's consolidated financial statements for further discussion.

As of December 31, 2024, the total recorded carrying value of the TV One Trade Name was approximately $26.6 million. For the year ended December 31, 2024, the Company recognized an impairment loss of approximately$13.1 million associated with the TV One Trade Name, which is included in impairment of goodwill and intangible assets, on the consolidated statement of operations. See Note 13 –Goodwill And Other Intangible Assets of the Company's consolidated financial statements for further discussion.

7. INVESTMENTS

RVA Entertainment Holding

In 2021, the Company and Peninsula Pacific Entertainment (succeeded by Churchill Downs Incorporated (“CDI”) on November 1, 2022) formed a joint venture, RVAEH, to develop and operate a casino resort in Richmond. The carrying value of the investment was $0.0 million as of December 31, 2023. The Company made a final $0.6 million contribution in February 2024. As of February 15, 2024, the Company and CDI terminated the 50/50 joint venture that sought to develop a casino resort in the City of Richmond.

8. CONTENT ASSETS, NET

The net cost of content assets is as follows:

Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. Content amortization for the years ended December 31, 2024 and 2023 is as follows:

Future estimated content amortization expense as of December 31, 2024, for years 2025 through 2027 is as follows:

Future estimated content amortization expense is not included for in-production or in-development content assets in the table above.

Future minimum content payments required under agreements entered into as of December 31, 2024, are as follows:

9. RELATED PARTY TRANSACTIONS

Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage® (the “Fantastic Voyage®”), an annual fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreement under which the Fantastic Voyage® operates provides that Reach Media provide all necessary operations of the cruise, and that Reach Media will be reimbursed its expenditures and receive a fee based on performance. The Foundation’s remittances to Reach Media under the agreement are limited to its Fantastic Voyage® related cash collections. Reach Media bears the risk should the Fantastic Voyage® sustain a loss and bears all credit risk associated with the related passenger cruise package sales. The Foundation owed Reach Media approximately $1.0 million and $1.0 million as of December 31, 2024 and 2023, respectively.

The Fantastic Voyage was operated in May 2024 and May 2023. For the year ended December 31, 2024, the revenues, expenses, and operating income were approximately $9.5 million, $8.2 million, and $1.3 million, respectively, compared to the year ended December 31, 2023 for which they were approximately $9.7 million, $8.0 million, and $1.8 million, respectively.

Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, the Foundation owed immaterial amounts to Reach Media as of December 31, 2024 and 2023.

Effective August 12, 2024, Reach Media and the Foundation entered into a new agreement regarding the Fantastic Voyage (the “FV Revised Agreement”). Cruises beginning with Fantastic Voyage 2025 will operate under the FV Revised Agreement, which provides distribution of net operating income in the following order until the funds are depleted: up to $0.3 million to the Foundation, up to a $2.0 million performance fee to Reach, with any remaining net operating split between the Foundation and Reach at 10.0% and 90.0%, respectively. Regardless of the net operating income, the Foundation is guaranteed a distribution of at least $0.3 million. The FV Revised Agreement provides that Reach Media shall have the right, but not the obligation, to renew the agreement for another year, provided that it notifies the Foundation within ninety (90) days of the conclusion of the prior cruise. The Fantastic Voyage 2024 cruise continued to be accounted for under the existing agreement.

Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc., was a compensated member of the Board of Directors of Broadcast Music, Inc. (“BMI”), a performance rights organization to which the Company pays license fees in the ordinary course of business. As of December 31, 2023, the Company owed BMI approximately $0.3 million. On February 8, 2024, the sale of BMI to a shareholder group led by New Mountain Capital, LLC, was completed. Based on the Company's equity interest in BMI, the sale resulted in cash proceeds of approximately $0.8 million. Due to the sale of BMI, Alfred Liggins is no longer a member of the BMI Board of Directors. The Company incurred expenses of approximately $0.8 million and $3.2 million with BMI during the years ended December 31, 2024 and 2023, respectively.

10. LEASES

The following table sets forth the components of lease expense and the weighted-average remaining lease term and the weighted-average discount rate for the Company’s leases:

The following table sets forth how the Company allocates operating lease costs on the Company's consolidated statements of operations:

As of December 31, 2024, maturities of lease liabilities were as follows:

11. ACQUISITIONS AND DISPOSITIONS

On April 11, 2023, the Company entered into a definitive asset purchase agreement with Cox Media Group (“CMG”) to purchase CMG's Houston radio cluster ("the CMG Acquisition"). Under the terms of the agreement, the Company agreed to acquire 93Q Country KKBQ-FM, classic rock station The Eagle 106.9 & 107.5 KHPT-FM and KGLK-FM, and Country Legends 97.1 KTHT-FM. The transaction price was approximately $27.5 million. The acquisition was completed on August 1, 2023.

As part of the Federal Communication Commission (“FCC”) approval of and the closing conditions of the CMG Acquisition, the Company was required to divest KTHT-FM and KROI-FM. On June 7, 2023, the Company entered into a definitive asset purchase agreement with Educational Media Foundation (“EMF”) to sell KTHT-FM, and all its assets, for approximately $3.1 million (“the KTHT Divestiture”). Immediately prior to the closing of the CMG Acquisition on August 1, 2023, the KTHT-FM assets were transferred directly into an irrevocable trust until sale to EMF was finalized. On November 1, 2023, after the approval by the FCC, the KTHT Divestiture was completed.

The Company accounted for the CMG Acquisition as an acquisition of assets and, as such, allocated the purchase price, including transaction costs directly related to the asset acquisition, to the assets acquired and liabilities assumed based on their relative fair values with no goodwill recognized. The Company’s allocation of the purchase price to the assets acquired in the CMG Acquisition, exclusive of those amounts allocated to KTHT-FM, consisted of approximately $23.4 million to radio broadcasting licenses, $0.3 million to towers and antennas, $0.5 million to transmitters, $0.1 million to studios, $0.1 million to fixed assets.

To determine the fair value of the FCC licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical start-up company that initially has no assets except the asset to be valued (the FCC license).

In anticipation of the FCC divestiture requirement and the CMG Acquisition, the Company agreed to sell its KROI-FM radio broadcasting license along with the associated station assets from the Radio Market reporting unit to an unrelated third party for approximately $7.5 million. At the time of closing of the CMG Acquisition, the identified assets and liabilities of KROI-FM had a combined carrying value of approximately $9.9 million and $2.4 million, respectively. The major category of the assets included radio broadcasting licenses in the amount of approximately $7.3 million (net of approximately $16.8 million in impairment of goodwill and intangible assets, on the consolidated statement of operations for the year ended December 31, 2023). On August 1, 2023, immediately prior to the closing of the CMG Acquisition, the identified assets and liabilities were transferred to the irrevocable trust and removed from the Company’s consolidated balance sheets as part of customary closing terms. The transaction closed on December 20, 2024.

On September 18, 2024, the Company entered into an amended and restated time brokerage agreement (“TBA”) with La Mega Media, Inc. and Lazo Media, LLC (collectively “La Mega”). Pursuant to the TBA, on November 1, 2024, the Company began to broadcast programs produced, owned, or acquired by the Company on La Mega’s Columbus, Ohio radio station, WVKO-FM. Under the TBA, the Company pays a monthly fee as well as certain operating costs of WVKO-FM, and, in exchange, the Company retains all revenues from the sale of the advertising within the programming the Company provides. The term of the TBA is through October 31, 2027 and the Company has an option to acquire the station exercisable through December 31, 2026. The Company accounted for the LaMega transaction as an asset acquisition and allocated the transaction price of approximately $0.8 million to the assets acquired based on their relative fair values with no goodwill recognized. The Company’s allocation of the purchase price to the assets acquired consisted of approximately $0.7 million in FCC licenses and approximately $0.1 million in fixed assets. As of December 31, 2024, the Company has an outstanding obligation of approximately $0.6 million related to this acquisition.

12. PROPERTY AND EQUIPMENT

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the related estimated useful lives. Property and equipment consist of the following:

Depreciation expense for the years ended December 31, 2024, and 2023 was approximately $7.5 million and $6.0 million, respectively. Repairs and maintenance costs are expensed as incurred.

13. GOODWILL AND OTHER INTANGIBLE ASSETS

Impairment Assessment

In accordance with ASC 350, "Intangibles – Goodwill and Other", (“ASC 350”), the Company does not amortize its radio broadcasting licenses, TV One Trade Name or goodwill. Instead, the Company performs a test for impairment annually across all reporting units, TV One Trade Name and radio broadcasting licenses, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred. For goodwill, the Company’s individual radio markets within the Radio Market reporting unit and each of the other three business segments represent a reporting unit. Other intangible assets, except for unamortized trade names, continue to be amortized on a straight-line basis over their useful lives. The Company evaluates amortizable intangible assets for recoverability when circumstances indicate impairment may have occurred, using an undiscounted cash flow methodology. If the future undiscounted cash flows for the intangible asset are less than net book value, then the net book value is reduced to the estimated fair value.

The Company performs an annual impairment assessment as of October 1 of each year. The Company identified interim triggering events which led to performing interim impairment assessments during the year, including the most recent qualitative interim testing performed as of December 31, 2024.

Radio Broadcasting Licenses

The Company’s total radio broadcasting licenses carrying value is approximately $257.8 million as of December 31, 2024.

The table below presents the changes in the Company’s radio broadcasting licenses during 2024 and 2023:

(a) Measurement period adjustment related to the CMG Acquisition and addition from the La Mega transaction as defined in Note 11 -Acquisitions And Dispositions of the Company's consolidated financial statements.

For the years ended December 31, 2024 and 2023, the Company recorded impairment losses against radio broadcasting licenses, 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 Company’s licenses expire at various dates beginning October 1, 2027 through August 1, 2030. The FCC grants radio broadcast station licenses for specific periods of time and, upon application, may renew them for additional terms. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is pending. Under the Communications Act, radio broadcast station licenses may be granted for a maximum term ofeight years. The FCC may grant the license renewal application with or without conditions, including renewal for a term less than the maximum otherwise permitted. Historically, the Company’s licenses have been renewed for a full eight-year terms without any conditions or sanctions; however, there can be no assurance that the licenses of each of the Company’s stations will be renewed for a full term without conditions or sanctions.

During the three months ended June 30, 2024, the Company performed an interim quantitative impairment assessment for radio broadcasting licenses in all radio markets and recognized an impairment loss of approximately $80.8 million associated with radio broadcasting licenses innine radio markets. The primary factor leading to the impairments was a decline in the projected gross market revenues.

During the three months ended September 30, 2024, the Company performed an interim quantitative impairment assessment for radio broadcasting licenses in all radio markets and recognized an impairment loss of approximately $37.7 million associated with radio broadcasting licenses innine radio markets. The primary factor leading to the impairments was a decline in the projected gross market revenues and an increase in the discount rate.

As of October 1, 2024, the Company performed a quantitative assessment for broadcasting licenses in all radio markets as part of the annual impairment assessment to determine if any impairment occurred. The Company concluded no other impairment was present.

When evaluating the Company’s radio broadcasting licenses for impairment, the assessment is done at the accounting unit level. In the Company’s case, each unit of accounting is a cluster of radio stations in one of the Company’s geographical markets. To determine the fair value of the radio broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the broadcasting license). Over time, it is assumed the operation acquires other assets such as advertising and programming contracts, employment agreements and going concern value, and matures into an average performing operation in a specific radio market.

The Company’s methodology for valuing radio broadcasting licenses has been consistent for all periods presented. Below are some of the key assumptions used in the income approach for estimating the radio broadcasting license fair values for the annual impairment assessment performed and interim impairment assessment where an impairment charge was recorded as a result of quantitative assessments since January 1, 2023.

(*) Key assumptions presented on the table for these periods relate to certain markets that were quantitatively assessed as part of the interim impairment assessments.

(**) As fair value is based on estimated asset sale consideration, key assumptions under the income approach are not applicable.

(***) Annual impairment testing assumptions were consistent with the interim impairment testing.

If actual market conditions are less favorable than those estimated by the Company or if events occur or circumstances change that would reduce the fair value of the Company’s broadcast licenses below the carrying value, the Company may be required to recognize additional impairment charges in future periods. Such a charge could have a material effect on the Company’s consolidated financial statements. The Company will continue to monitor potential triggering events and perform the appropriate analysis when deemed necessary.

As of December 31, 2024, the Company performed an interim qualitative impairment assessment for radio broadcasting licenses in all radio markets reporting units. Based on the impairment assessment performed, no goodwill impairment losses were recognized for the three months ended December 31, 2024. The Company believes the assumptions and analysis are reasonable, which considers the inherent uncertainty in how the current economic environment may impact our future cash flows. However, if there were an adverse change to the facts and circumstances, then an impairment charge may be necessary in the future.

TV One Trade Name

As of September 30, 2024, the Company noted a continued decline in revenues and operating profit margin in the Cable Television segment, indicating that it was more likely than not that its TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for all TV One to determine whether it was impaired.

Based on this analysis, the Company recognized an impairment loss of approximately$9.1 million associated with TV One Trade Name within the Cable Television segment, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations during thenine months ended September 30, 2024.

As of October 1, 2024, the Company performed a quantitative assessment for TV One Trade Name as part of the annual impairment assessment to determine if any impairment occurred. The Company concluded no other impairment was present.

As of December 31, 2024, the Company noted a continued decline in revenues in the Cable Television segment, indicating that it was more likely than not that its TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for TV One to determine whether it was impaired.

To determine the fair value of the trade name, the Company utilized the relief from royalty approach which values a trade name by calculating the present value of royalty payments avoided given the continued use. The key assumptions used in the analysis for the trade name include cumulative probability of continued use, percentage of royalty payments avoided, projected revenue growth, terminal growth rate, and discount rate.

Based on the fourth quarter quantitative analysis, the Company recognized an impairment loss of approximately$4.0 million associated with the TV One Trade Name within the Cable Television segment, included inimpairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024. For the year ended December 31, 2023, there was no impairment associated with the TV One Trade Name within the Cable Television segment.

The following table presents the changes in the Company’s trade name carrying value during the year ended December 31, 2024.

(a) TV One Trade Name is included within Other Intangible Assets, net as seen below.

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.

Goodwill

The Company’s total goodwill carrying value is approximately $196.4 million as of December 31, 2024. The table below presents the changes in the Company’s goodwill carrying values for itsfour reporting units during 2024 and 2023:

As of June 30, 2024, the Company performed a qualitative impairment assessment for goodwill at four reporting units because of a decline in operating cash flows. Based on the impairment assessment performed, the Company determined that the fair value of the Company's reporting units were more likely than not to be greater than its carrying value, thus no goodwill impairment losses were recognized for the period ended June 30, 2024.

As of September 30, 2024, an overall decline in revenue and operating profit margin created a triggering event indicating that the fair value of the Company’s reporting units were more likely than not to be less than its carrying value. Therefore, the Company performed a quantitative assessment at all ten of the reporting units that contain goodwill. Based on the impairment assessment performed, no goodwill impairment losses were recognized for the period ended September 30, 2024.

The Company performed an annual impairment assessment as of October 1, 2024 for all reporting units. Based on the impairment assessment performed, no goodwill impairment losses were recognized.

As of December 31, 2024, the Company performedan interim qualitative impairment assessment for the Radio Broadcasting reporting unit and a quantitative assessment for all other segments as of December 31, 2024 to determine whether they were impaired. The key assumptions used in the discounted cash flow analysis for goodwill include revenue and projected revenue growth rates by market, operating profit margins, terminal growth rate, and discount rate. Based on the assessments, the Company recorded an impairment loss in goodwill of approximately $20.2 million associated with the TV One reporting unit for the year ended December 31, 2024 and hadno impairment in goodwill for the year ended December 31, 2023. See Note 6 –Fair Value Measurements of the Company's consolidated financial statements key inputs in the TV One reporting unit.

Intangible Assets Excluding Goodwill and Radio Broadcasting Licenses

Other intangible assets, excluding goodwill, radio broadcasting licenses and the TV One Trade Name, are amortized on a straight-line basis over various periods. Other intangible assets consist of the following:

Amortization expense of intangible assets for each of the years ended December 31, 2024 and 2023 was approximately $0.2 million and $1.1 million, respectively. The table above excludes launch asset amortization as it is recorded as a reduction to revenue. Actual amortization expenses may vary as a result of future acquisitions and dispositions.

14. OTHER CURRENT LIABILITIES AND OTHER LONG-TERM LIABILITIES

Other current liabilities and other long-term liabilities consist of the following:

15. LONG-TERM DEBT

Long-term debt consists of the following:

2028 Senior Secured Notes

In January 2021, the Company issued the notes (the “2028 Notes”) at an issue price of 100% 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 2028 Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year at a rate of 7.375% per annum.

The 2028 Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure the Company’s asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral. The 2028 Notes require the Company to file quarterly and annual reports with the SEC within a specified time period after the Company’s fiscal quarter end and year end. However, failure to comply does not constitute an event of default unless the Company does not comply within 120 days after receiving written notice from the Trustee. The Company has not received any such notice.

The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2028 Notes.

The deferred financing costs included in interest expense for all instruments, for the years ended December 31, 2024 and 2023, were approximately $1.9 million and $2.1 million, respectively. The Company’s effective interest rate was 7.85% for 2024 and 7.62% for 2023.

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

On December 6, 2022, the Board of Directors authorized and approved a note repurchase program for up to $25.0 million of the currently outstanding 2028 Notes (the "Q4 2022 Notes Repurchase Authorization"). 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. The repurchase activity during the year ended December 31, 2023, exhausted the Q4 2022 Notes Repurchase Authorization

During the fourth quarter of 2023, the Board of Directors authorized and approved a subsequent note repurchase program for up to $75.0 million of the currently outstanding 2028 Notes (the "Q4 2023 Notes Repurchase Authorization"). During the second quarter of 2024, the Board of Directors authorized and approved a further note repurchase program for up to $75.0 million of the currently outstanding 2028 Notes (the "June 2024 Authorization").

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. Giving effect to these repurchases and prior activity under the authorization, the Company exhausted the Q4 2023 Notes Repurchase Authorization and has approximately $9.6 million remaining under the June 2024 Authorization.

At December 31, 2024 and 2023, the fair value of the 2028 Notes was approximately $341.5 million and $616.3 million, respectively. The fair values of the 2028 Notes, classified as a Level 2 instrument, were determined based on the trading values of this instrument in an inactive market as of the reporting date.

Asset-Backed Credit Facilities

On February 19, 2021, the Company closed on its 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 each December 31, 2024 and 2023, there wasno balance outstanding on the Current ABL Facility.

At the Company’s election, the interest rate on borrowings under the Current ABL Facility is 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.

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 the Administrative Agent.

All obligations under the Current ABL Facility are secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company. The Current ABL Facility includes a covenant requiring the Company’s fixed charge coverage ratio, as defined in the agreement, to not be less than 1.00 to 1.00. The Company is in compliance with its covenant as of December 31, 2024.

Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new London Interbank Offer Rate, ("LIBOR Loan") (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term Secured Overnight Financing Rate Data, ("SOFR") (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”). As the Company was undrawn under the Current ABL Facility as of the date of the Waiver and Amendment, the SOFR Interest Rate Change would only bear upon future borrowings by the Company such that they bear an interest rate relating to the secured overnight financing rate. These provisions of the Waiver and Amendment are intended to transition loans under the Current ABL Facility to the new secured overnight financing rate as the benchmark rate.

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 Most recently, on May 30, 2024, the Company entered into a 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 sets 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.

The Current ABL Facility matures on the earlier to occur of (a) the date that isfive 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.

Future Minimum Principal Payments

Future scheduled minimum principal payments of debt as of December 31, 2024, were as follows:

Letter of Credit Facility

In the first quarter of 2024, the Company closed its letter of credit reimbursement and security agreement with capacity of up to $1.2 million and received a $1.2 million deposit held with the counterparty in connection with the agreement.

16. INCOME TAXES

A reconciliation of the statutory federal income taxes to the recorded provision for income taxes from continuing operations is as follows:

The statutory federal tax rate used for the years ended December 31, 2024 and 2023 is 21.0%. Major components of the effective tax rate for the years ended December 31, 2024 and 2023 are related to change in valuation allowance, non-deductible employment awards, limitation of officer's compensation under IRC Section 162(m), uncertain tax positions, and state income taxes.

The components of the provision for income taxes from continuing operations are as follows:

Deferred Income Taxes

Deferred income taxes reflect the impact of temporary differences between the assets and liabilities recognized for financial reporting purposes and amounts recognized for tax purposes. Deferred taxes are based on tax laws as currently enacted. Deferred tax assets are reduced by a valuation allowance if, based upon the weight of available evidence, it is not more likely than not that the Company will realize some portion or all of the deferred tax assets. The significant components of the Company’s deferred tax assets and liabilities are as follows:

As of December 31, 2024, the Company had pre-tax federal and state NOL carryforward amounts of approximately $332.0 million and $248.6 million, respectively. Certain of the federal and state NOLs are subject to annual limitations under Internal Revenue Code Section 382. Additionally, the amount of the state NOLs may change if future apportionment factors differ from current factors. The Company continues to assess potential tax strategies, which if successful, may reduce the impact of the annual limitations and potentially recover NOLs that otherwise would expire before being applied to reduce future income tax liabilities. If successful, the Company may be able to recover additional federal and state NOLs in future periods, which could be material. If the Company concludes that it is more likely than not that the Company will be able to realize additional federal and state NOLs, the tax benefit could materially impact future quarterly and annual periods. However, if these potential tax strategies do not meet the more likely than not threshold, the Company may claim these additional NOLs as unrecognized tax benefits. The federal NOLs expire in various years from 2026 to 2035. The state NOLs expire in various years from 2025 through 2044, and certain of our state NOLs may be carried forward indefinitely.

In assessing the realizability of deferred tax assets, management considered whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible.

The Company considered all available evidence, both positive and negative, to determine whether, based on the weight of the evidence, a valuation allowance for deferred tax assets was necessary. The Company reached the conclusion it was appropriate to record a valuation allowance against a portion of its federal deferred tax assets based on the available evidence. During the year ended December 31, 2024, the Company recorded an additional $32.3 million of valuation allowances against its deferred tax assets. The increase in valuation allowance relates to non-deductible interest expense and state operating loss carryforwards.

As of December 31, 2024, the gross deferred tax assets of approximately $87.3 million were primarily the result of federal and state net operating losses and the IRC Section 163(j) interest expense carryforward. Valuation allowances of $33.8 million and $1.5 million were recorded against the Company’s gross deferred tax asset balance as of December 31, 2024 and 2023, respectively, and is primarily related to interest expense carryforward which are not more likely than not to be realized, and state jurisdictions where it is not more likely than not the deferred tax assets will be realized.

Unrecognized Tax Benefits

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

At December 31, 2024 and 2023, there are $4.1 million and $0.5 million of unrecognized tax benefits that if recognized would affect the annual effective tax rate. It is reasonably possible that further adjustments to our unrecognized tax benefits may be made within the next twelve months due to audit settlements and regulatory interpretations of existing tax laws. The Company believes that it is reasonably possible that a decrease of up to $1.5 million of unrecognized tax benefits related to federal and state tax exposures may be necessary within the coming year. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as a component of tax expense. There is no material amount of interest and penalties recognized in the statement of operations and the consolidated balance sheets for the year ended December 31, 2024.

The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company’s open tax years for federal income tax examinations include the tax years ended December 31, 2021 through 2024. For state and local purposes, the open years for tax examinations include the tax years ended December 31, 2020 through 2024.

17. STOCKHOLDERS EQUITY

Common Stock

The Company hasfour classes of common stock, Class A, Class B, Class C and Class D. Generally, the shares of each class are identical in all respects and entitle the holders thereof to the same rights and privileges. However, with respect to voting rights, each share of Class A common stock entitles its holder toone vote and each share of Class B common stock entitles its holder toten votes. The holders of Class C and Class D common stock are not entitled to vote on any matter. The holders of Class A common stock can convert such shares into shares of Class C or Class D common stock. Subject to certain limitations, the holders of Class B common stock can convert such shares into shares of Class A common stock. The holders of Class C common stock can convert such shares into shares of Class A common stock. The holders of Class D common stock have no such conversion rights.

Stock Repurchase Program

From time to time, the Board of Directors has authorized, and may continue to authorize, repurchases of shares of the Company’s Class A and Class D common stock. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934. Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value.

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, after the exhaustion of the above program, 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 didnot repurchase any shares of Class A common stock during the year ended December 31, 2023.

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 Authorization"). During the year ended December 31, 2024, the Company didnot repurchase any shares of Class A common stock under the Stock Grant 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. After giving effect to the above transactions, the repurchase program has approximately $0.2 million remaining shares under the Stock Grant Authorization. During the year ended December 31, 2023, the Company didnot repurchase any shares of Class A or Class D common stock under this authorization.

On June 10, 2024, after exhaustion of the earlier programs except the Stock Grant Authorization, 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 2024 Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.

During the year ended December 31, 2024, the Company repurchased 2,850,844 shares of Class A Common Stock for approximately $5.0 million at an average price of $1.77 per share, of which 908,894 shares of Class A were held in treasury stock as of December 31, 2024. During the year ended December 31, 2024 the Company repurchased 1,191,610 shares of Class D Common Stock for approximately $1.4 million at an average price of $1.22 per share. After giving effect to the above transactions, the 2024 Stock Repurchase program has approximately $13.5 million remaining shares under the authorization.

See Note 21 –Subsequent Events of the Company's consolidated financial statements for additional purchases subsequent to December 31, 2024.

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

During the years ended December 31, 2024 and 2023, the Company executed Stock Vest Tax Repurchases of 425,966 shares of Class D Common Stock for approximately $1.4 million at an average price of $3.20 per share and 312,448 shares of Class D Common Stock for approximately $1.6 million at an average price of $5.21 per share, respectively.

Stock Option and Restricted Stock Grant Plan

The 2019 Equity and Performance Incentive Plan is an equity performance incentive plan for stock options and restricted stock. Both Class A and Class D common stock are available for grant. The Company settles stock options, net of tax, upon exercise by issuing stock.

On October 1, 2024, the Company held its 2024 Annual Stockholder's meeting. At that meeting, the stockholders approved a second amendment and restatement (the "2024 Second Incentive Plan Amendment and Restatement") of the Urban One 2019 Equity and Performance Incentive Plan (the "2019 Plan") to (i) correct a typographical error with respect to the duration of options and (ii) increase the number of Class A and Class D shares available for issuance. The 2024 Second Incentive Plan Amendment and Restatement was approved and, as a result,750,000 shares of Class A common stock and 7,000,000 shares of Class D common stock were added to the 2019 Plan. The total number of shares authorized for issuance under the 2019 Incentive Plan, giving effect to its original authorization of 5,500,000 Class D shares, the first amendment and restatement in 2021 with its 2,000,000 Class A shares and 5,519,575 Class D shares and the 2024 Second Incentive Plan Amendment and Restatement is (i)750,000 shares of the Company's Class A common stock and (ii)18,019,575 shares of the Company's Class D common stock. Immediately after given effect to the 2024 Second Incentive Plan Amendment and Restatement 2,000,000 shares of the Company's Class A common stock are ungranted and in reserve and (ii)7,000,000 shares of the Company's Class D common stock were ungranted and in reserve. As of December 31, 2024, the Company had 7,783,887 shares available to grant under the 2024 Second Incentive Plan Amendment and Restatement.

Pursuant to the terms of the Company’s stock plan and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market or repurchased by the Company for tax purposes on or about the vesting dates.

The requisite service period or vesting period for stock options and restricted stock awards is generallyone year. Stock option grants generally expireten years from the grant date.

Stock-based compensation expense for the years ended December 31, 2024 and 2023 was approximately $5.7 million and $10.0 million. Tax expense from stock-based compensation for the year ended December 31, 2024 was approximately$0.8 million. Tax benefit from stock-based compensation for the year ended December 31, 2023, was approximately$0.3 million.

The per share weighted-average fair value of options for Class D shares granted during the years ended December 31, 2024 and 2023, was $1.33 and $2.80, respectively.

These fair values were derived using the Black-Scholes model with the following weighted-average assumptions:

Transactions and other information relating to stock options of Class D common stock for the years ended December 31, 2024 and 2023 are summarized below:

(a) The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the period, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on that day. This amount changes based on the fair market value of the Company’s stock.

As of December 31, 2024, approximately $0.3 million of total unrecognized compensation cost related to Class D stock options is expected to be recognized over a weighted-average period of 6 months.

Activity relating to grants of restricted shares of Class D common stock for the years ended December 31, 2024 and 2023 are summarized below:

The Company didnot grant any restricted shares of Class A common stock during the years ended December 31, 2024 and 2023. There wereno shares that vested or cancelled during the years ended December 31, 2024 and 2023. There were 750,000 unvested shares of restricted Class A common stock outstanding as of December 31, 2024 and 2023 with a weighted-average fair value at grant date of $5.39. The total unrecognized compensation cost related to awards of restricted Class A common stock is immaterial and is expected to be recognized over a weighted-average period of less than a month.

Restricted stock grants for Class A and Class D shares are included in the Company’s outstanding share numbers on the effective date of grant. As of December 31, 2024, approximately $0.7 million of total unrecognized compensation cost related to awards of restricted Class D common stock is expected to be recognized over a weighted-average period of 8 months.

18. PROFIT SHARING AND EMPLOYEE SAVINGS PLAN

The Company maintains a profit sharing and employee savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer allowable portions of their compensation on a pre-tax basis through contributions to the savings plan. The Company may contribute to the plan at the discretion of its Board of Directors. The Company does not match employee contributions. The Company did not make any contributions to the plan during the years ended December 31, 2024 and 2023.

19. COMMITMENTS AND CONTINGENCIES

Radio Broadcasting Licenses

Each of the Company’s radio stations operates pursuant to one or more licenses issued by the FCC that have a maximum term ofeight years prior to renewal. The Company’s radio broadcasting licenses expire at various times, beginning in October 2027 through August 2030. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is filed and is pending, as is the case with respect to each of the Company’s stations with licenses that have expired.

Royalty Agreements

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

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

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.

Leases and Other Operating Contracts and Agreements

The Company has non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next forty-eight years. The Company’s leases for broadcast facilities generally provide for a base rent plus real estate taxes and certain operating expenses related to the leases. Certain of the Company’s leases contain renewal options, escalating payments over the life of the lease and rent concessions. See Note 10 -Leases for future minimum lease commitments.

The Company has other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming-related agreements, and other general operating agreements that expire over the next five years. The amounts the Company is obligated to pay for these agreements are shown below.

Of the total amount of other operating contracts and agreements included in the table above, approximately $68.4 million has not been recorded on the consolidated balance sheets as of December 31, 2024, as it does not meet recognition criteria. Approximately $20.9 million relates to certain commitments for content agreements for the Company’s Cable Television segment, approximately $22.2 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements.

Reach Media Redeemable Non-Controlling Interests

Beginning on January 1, 2018, the non-controlling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The non-controlling interest shareholders of Reach Media exercised 50.0% of their Put Right on January 26, 2024. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90.0% and decreasing the interest of the non-controlling interest shareholders from 20.0% to 10.0%. Reach Media paid the non-controlling interest shareholders approximately $7.6 million for the 10.0% interest. Management, at this time, cannot reasonably determine the period when and if the remainder of the Put Right will be exercised by the non-controlling interest shareholders. Please refer to Note 21 -Subsequent Eventsof our consolidated financial statements for more details.

Other Contingencies

The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

20. SEGMENT INFORMATION

Reportable segments represent components of a company for which separate financial information is available that is regularly reviewed by the Chief Operating Decision Maker (“CODM”), which is our President and Chief Executive Officer (CEO), in determining how to allocate resources and assess performance. Ourfour reportable segments include the following:

(i) Radio Broadcasting consists of all radio broadcast results of operations as well as low powered television operations.

(ii) Reach Media consists of the results of operations for the related activities and operations of the Company’s syndicated radio shows.

(iii) Digital includes the results of the Company’s online business, including the operations of Interactive One, as well as the digital components of the Company’s other reportable segments

(iv) Cable Television includes the results of operations of TV One and CLEO TV.

In addition to the reportable segments above, the Company has a "corporate/eliminations/other” category that includes business activities not directly attributable to a specific reportable segment. These four segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

In the ordinary course of business, our reportable segments enter into transactions with one another. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues and expenses recognized by the segment that is counterparty to the transaction are eliminated in consolidation and do not affect consolidated results.

This segment structure reflects the financial information and reports used by the Company’s management, specifically its CODM, who is responsible for reviewing segment performance and making decisions regarding resource allocations, performance assessments, as well as our current operating focus. Asset and asset related information are not key measures used by the CODM. The CODM does not regularly receive or review information pertaining to assets by segments or in totality.

The Company evaluates the operating performance of its reportable segments based on financial measures such as segment net revenues and adjusted EBITDA, a non-GAAP measure. Effective in the fourth quarter 2024, The CODM evaluates each segment’s performance based on adjusted EBITDA, guiding strategic decisions to align with company-wide goals, assess the operating results and performance of the segments, identify strategies to improve performance, and allocate resources to each segment. Adjusted EBITDA is used to facilitate a comparison of the ordinary, ongoing and customary course of our operations on a consistent basis from period to period and provide an additional understanding of factors and trends affecting our business segments. Significant segment expenses provided to the CODM, and included within adjusted EBITDA include programming and technical, sales and marketing, and general and administrative. Prior year information was revised to reflect adjusted EBITDA as the segment profit measure.

Detailed segment data for the years ended December 31, 2024 and 2023 is presented in the following tables:

(a) Consolidated amount includes $0.1 million and $1.5 million for the year ended December 31, 2024 and December 31, 2023 respectively, related to acquisition of property, plant and equipment that is reflected in the Acquisition of broadcasting assets amount of $0.2 million and $27.5 million for the year ended December 31, 2024 and December 31, 2023 respectively, in the Consolidated Statements of Cash Flows.

21. SUBSEQUENT EVENTS

Since January 1, 2025, and through the date of this filing, the Company repurchased approximately $17.0 million of its 2028 Notes at an average price of approximately 62.5% of par.

Since January 1, 2025, and through the date of this filing, the Company repurchased 429,679 shares of Class A common stock for approximately $0.6 million at an average price of $1.49.

Since January 1, 2025, and through the date of this filing, the Company repurchased 410,625 shares of Class D common stock for approximately $0.4 million at an average price of $0.92.

On January 13, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual right to require Reach Media to purchase the remaining portion of their shares at the current fair market value for such shares (the “Put Right”). On February 14, 2025, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 95.0% and decreasing the interest of the non-controlling interest shareholders from 10.0% to 5.0%. Reach Media paid the non-controlling interest shareholders approximately $3.2 million for the 5.0% interest.

On February 21, 2025, our Board of Directors authorized a reverse stock split across all classes of the Company’s outstanding common stock. The Board's authorization is subject to the approval of the Company's stockholders and, upon approval by the stockholders, the ratio and timing will be determined by the Audit Committee of the Board. The Company currently anticipates submitting the matter for stockholder approval at the Company's annual meeting but also notes that the Company's majority stockholders may act by written consent. In its authorization, the Board reserved the right to abandon the reverse stock split, even if approved by the stockholders, if the Board, in its discretion, determines that the reverse stock split is no longer in the best interests of the Company or its stockholders.

On March 16, 2025, the Company began investigating an incident involving an unauthorized third party who had gained access to the Company’s IT systems on or around February 10, 2025, and exfiltrated certain information from our information technology systems. Upon discovery, we activated our incident response team, comprised of internal personnel and external cybersecurity experts. The investigation of the incident response team and related remediation is ongoing. The Company is actively conducting forensic analysis and reviewing the information accessed to determine the nature and extent of the incident. As of the date of this filing, the incident has not impacted the Company’s operations or ability to conduct business in the ordinary course. Based on the information currently known at this time, the Company does not expect the incident to have a material impact on its business, operations, ability to serve its customers, or financial results. The Company carries insurance, including cyber insurance, commensurate with its size and the nature of its operations. Because of the preliminary nature of the investigation into this incident, we are unable to reasonably estimate the potential costs, including remediation and other expenses related to this incident.

On March 18, 2025, the Company entered into an operating lease for office space with a total minimum lease payment of $7.4 million. This operating lease commenced in the first quarter of 2025 and has a term of eight years, subject to early termination provision.