URBAN ONE INC

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

National and local advertising also includes advertising revenue generated from our Digital segment and low power television revenue. The balance of net revenue from our Radio Broadcasting segment is generated from ticket sales and revenue related to our sponsored events, management fees and other revenue.

Previous wording

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

Current wording

The following table shows the sources of our net revenue for the three months ended March 31, 2025 and 2024:

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

During the three months ended March 31, 2025, we recognized approximately $92.2 million in net revenue compared to approximately $104.4 million during the three months ended March 31, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $32.6 million of revenue from our Radio Broadcasting segment during the three months ended March 31, 2025, compared to approximately $36.4 million during the three months ended March 31, 2024, a decrease of approximately $3.8 million. This decrease was primarily driven by weaker overall market demand from the national advertisers and lower political revenues. We recognized approximately $5.9 million of revenue from our Reach Media segment during the three months ended March 31, 2025, compared to approximately $8.5 million for the three months ended March 31, 2024, a decrease of approximately $2.6 million. This decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $10.2 million ofrevenue from our Digital segment during the three months ended March 31, 2025, compared to approximately $12.2 million for the three months ended March 31, 2024, a decrease of approximately $2.0 million. This decrease was primarily driven by the decrease in national digital sales offset by increase in podcast revenue. We recognized approximately$44.2 million of revenue from our Cable Television segment during the three months ended March 31, 2025, compared to approximately $48.0 million for the three months ended March 31, 2024, a decrease of approximately $3.8 million. This decrease was primarily driven by the churn of subscribers.

Previous wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $33.9 million each for the three months ended September 30, 2024 and 2023, respectively. Expenses were flat for all segments.

Current wording

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $30.6 million for the three months ended March 31, 2025, compared to $32.7 million for the three months ended March 31, 2024, respectively. This decrease was mainly driven by our Cable Television and Digital segments with small decreases attributable to our Radio Broadcasting and Reach Media segments. For our Cable Television segment, the $1.7 million decrease was mainly due to lower program production cost partially offset by higher programming cost. The $0.3 million decrease in our Digital segment was due to lower headcount.

Previous wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities, and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $131.1 million for the nine months ended September 30, 2024, compared to approximately $126.6 million for the nine months ended September 30, 2023, an increase of approximately $4.5 million. Expenses in our Radio Broadcasting segment increased approximately $4.9 million forthe nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to bad debt expense, higher payroll, research, travel and entertainment costs and insurance costs as a result of the Houston station acquisition, which was completed in August 2023. Expenses in our Reach Media segment decreased approximately $1.9 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to lower affiliate station costs. Expenses in our digital segment were flat when comparing the nine months ended September 30, 2024 and 2023. Expenses in our cable television segment increased approximately $1.1 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to an increase in research and payroll expenses offset by a decrease in promotional events expenses.

Current wording

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors’ data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $50.1 million for the three months ended March 31, 2025, compared to approximately $55.6 million for the three months ended March 31, 2024, adecrease of approximately $5.5 million. This decrease was mainly driven by the decreases in our Cable Television segment and corporate headquarters, a small decrease from Radio Broadcasting offset by a small increase from Digital segment. The expenses remain flat for our Reach Media segment. Our corporate headquarters' expenses decreased approximately$4.4 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to lower professional services costs and office space lease costs. Expenses in our Cable Television segment decreased approximately $0.6 million for the three months ended March 31, 2025, compared to the three months ended March 31, 2024, primarily due to decreases in traffic and sales support costs and lower bad debt expenses.

Previous wording

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

Current wording

Impairment of intangible assets was approximately $6.4 million during the three months ended March 31, 2025, while no impairment was recognized during the three months ended March 31, 2024. See Note 9 –Goodwill and Other Intangible Assets of the Company’s condensed consolidated financial statements for further discussion.

Previous wording

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

Current wording

Interest and investment income was approximately $1.0 million for the three months ended March 31, 2025, compared to approximately $2.0 million for the three months ended March 31, 2024. The decrease was driven by lower cash and cash equivalents balances during thethree months ended March 31, 2025, than in the corresponding period in 2024.

Previous wording

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

Current wording

Interest expense was approximately $10.9 million for the three months ended March 31, 2025, compared to approximately $13.0 million for the three months ended March 31, 2024, a decrease of approximately$2.1 million. This decrease was due to lower overall debt balances outstanding. See Note 10 -Long-Term Debt of the Company’s condensed consolidated financial statements for further discussion.

Previous wording

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

Current wording

There was an approximately $11.6 million gain on retirement of debt for the three months ended March 31, 2025, compared to $7.9 million for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company repurchased approximately $28.2 million of its 2028 Notes at an average price of approximately 58.0% of par, resulting in a net gain on retirement of debt of approximately$11.6 million. During the three months March 31, 2024, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par, resulting in a net gain on retirement of debt of approximately$7.9 million.

Previous wording

(Benefit from) provision for income taxes

Current wording

Provision for income taxes

Previous wording

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

Current wording

For the three months ended March 31, 2025, we recorded a provision for income taxes of approximately $15.7 million resulting in an effective tax rate of 399.5%, which includes$14.6 million of discrete tax expense related to valuation allowance for net operating losses, and$0.2 million of discrete tax expense related to stock-based compensation. For the three months ended March 31, 2024, we recorded a provision for income taxes of approximately $2.5 million. This amount is based on the actual effective tax rate of 23.5%. This rate includes $0.3 million of discrete tax benefits primarily related to deferred rate changes.

Previous wording

For thethree months ended September 30, 2023, we recognized approximately $2.7 million loss from unconsolidated joint venture related to the Company’s investment on RVAEH.

Current wording

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

Previous wording

Net income attributable to non-controlling interests was approximately $0.3 million for the three months ended September 30, 2024 compared to approximately $0.7 million for the three months ended September 30, 2023. The decrease in net income attributable to non-controlling interests was due primarily to an increase in ownership interest in Reach Media during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.

Current wording

Net income attributable to non-controlling interests was approximately $0.3 million for the three months ended March 31, 2025 compared to approximately $0.7 million for the three months ended March 31, 2024. The decrease in net income attributable to non-controlling interests was due primarily to the change in ownership interest in Reach Media during the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Broadcast and digital operating income decreased to approximately $23.0 million for the three months ended March 31, 2025, compared to approximately $32.0 million for the three months ended March 31, 2024, a decrease of approximately $9.0 million or 28.1%. This decrease was primarily due to lower broadcast and digital operating income at all segments but our Cable Television segment. Our Digital segment generated approximately $0.1 million of broadcast and digital operating income during the three months ended March 31, 2025, compared to approximately $3.0 million during the three months ended March 31, 2024, primarily due to lower revenues and higher selling, general and administrative expenses offset by lower programming and technical costs. Reach Media generated approximately $0.7 million of broadcast and digital operating income during the three months ended March 31, 2025, compared to approximately $2.5 million during the three months ended March 31, 2024, primarily due to lower revenues offset by lower expenses. Our Radio Broadcasting segment generated approximately $2.7 million of broadcast and digital operating income during the three months ended March 31, 2025, compared to approximately $6.6 million during the three months ended March 31, 2024, primarily due to lower revenues offset by lower expenses. Finally, Cable Television generated approximately $18.6 million of broadcast and digital operating income during the three months ended March 31, 2025, compared to approximately $19.5 million during the three months ended March 31, 2024. The increase in the Cable Television segment’s broadcast and digital operating income was primarily due to lower expenses offset by lower net revenues.

Previous wording

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

Current wording

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

Previous wording

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $115.5 million as of September 30, 2024. As of September 30, 2024, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

Current wording

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $115.6 million as of March 31, 2025. As of March 31, 2025, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

Previous wording

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

Current wording

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

Previous wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the “Employee Stock Repurchase Authorization”) worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the nine months ended September 30, 2024 and 2023, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the nine months ended September 30, 2024, the Company repurchased 25,285 shares of Class D stock under Employee Stock Repurchase Authorization at an average price of $3.76 for a total amount of approximately $0.1 million. The Company did not repurchase any shares of Class D stock during the nine months ended September 30, 2023, under this authorization. The Company has approximately $0.3 million remaining under the Employee Stock Repurchase Authorization.

Current wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the “Employee Stock Repurchase Authorization”) worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the three months ended March 31, 2025, the Company repurchased 98,976 shares of Class D stock under the Employee Stock Repurchase Authorization at an average price of $0.98 for a total amount of approximately $0.1 million. During the three months ended March 31, 2024, the Company repurchased 25,285 shares of Class D stock under the authorization at an average price of $3.76 for a total amount of approximately $0.1 million. The Company has approximately $0.1 million remaining under the Employee Stock Repurchase Authorization.

Previous wording

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

Current wording

On June 10, 2024, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D common stock (collectively, the “2024 Stock Repurchase Program”).

Previous wording

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

Current wording

During the three months ended March 31, 2025, the Company repurchased 449,252 shares of Class A Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $0.7 million at an average price of $1.48 per share.

Previous wording

During the nine months ended September 30, 2024, the Company repurchased 647,528 shares of Class D Common Stock in the amount of approximately $0.9 million at an average price of $1.39 per share. During the nine months ended September 30, 2023, the Company repurchased 824 shares of Class D Common Stock in the amount of approximately $3,000 at an average price of $3.99 per share. After giving effect to the above transaction, the 2024 Stock Repurchase program has approximately $16.1 million remaining shares under the authorization. See Note 19 -Subsequent Events of our condensed consolidated financial statements for additional purchases subsequent to September 30, 2024.

Current wording

During the three months ended March 31, 2025, the Company repurchased 204,646 shares of Class D Common Stock in the amount of approximately $0.2 million at an average price of $0.82 per share. During the three months ended March 31, 2024, the Company did not repurchase any shares of Class D Common stock. After giving effect to the above transaction, the 2024 Stock Repurchase Program has approximately $12.7 million remaining under the authorization. See Note 15 -Subsequent Events of our condensed consolidated financial statements for additional purchases subsequent to March 31, 2025.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

During the three months ended March 31, 2025 the Company repurchased approximately $28.2 million of its 2028 Notes at an average price of approximately 58.0% of par, resulting in a net gain on retirement of debt of approximately$11.6 million. There is approximately $56.4 million remaining under the March 2025 Authorization as defined in Note 10 –Long-Term Debtof our condensed consolidated financial statements. During the three months March 31, 2024, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par, resulting in a net gain on retirement of debt of approximately$7.9 million. As of March 31, 2025, the total aggregate principal amount of the senior secured notes due 2028 is$556.3 million.

Previous wording

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 September 30, 2024 and December 31, 2023, there was no balance outstanding on the Current ABL Facility.

Current wording

On February 19, 2021, the Company closed on an asset backed credit facility (the “Current ABL Facility”). The Current ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity. As of March 31, 2025, there was no balance outstanding on the Current ABL Facility.

Previous wording

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.

Current wording

At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until 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.

Previous wording

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

Current wording

Advances under the Current ABL Facility are limited to (a) eighty-five percent (85%) 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.

Previous wording

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

Current wording

The following table provides a summary of our statements of cash flows for the three months ended March 31, 2025, and 2024, respectively:

Previous wording

Net cash flows provided by operating activities were approximately $1.9 million and $43.3 million for the nine months ended September 30, 2024, and 2023, respectively. Net cash flow from operating activities for the nine months ended September 30, 2024 decreased from the prior year primarily due to decreased profitability and higher payments for content and other liabilities.

Current wording

Net cash flows provided by (used in) operating activities were approximately $2.1 million and $(2.5) million for the three months ended March 31, 2025, and 2024, respectively. Net cash flow from operating activities for the three months ended March 31, 2025 increased from the prior year primarily due to increased collection of accounts receivable and lower payments for content, offset by the decrease in reserve for audience deficiency.

Previous wording

Net cash flows used in financing activities were approximately $(118.2) million and $(28.3) million for the nine months ended September 30, 2024, and 2023, respectively. During the nine months ended September 30, 2024, and 2023, we paid approximately $104.8 million and $22.3 million, respectively, to repurchase approximately $125.0 million and $25.0 million of our 2028 Notes. We repurchased approximately $5.3 million and $1.6 million of our Class A and D Common Stock during the nine months ended September 30, 2024, and 2023, respectively. In addition, the non-controlling interest shareholders of Reach Media exercised 50% of their Put Right on January 26, 2024, which resulted in a cash outflow of approximately $7.6 million. Finally, Reach Media paid approximately $1.8 million and $4.4 million in dividends to non-controlling interest shareholders during the nine months ended September 30, 2024, and 2023, respectively.

Current wording

Net cash flows used in financing activities were approximately $21.5 million and $75.8 million for the three months ended March 31, 2025, and 2024, respectively. During the three months ended March 31, 2025, and 2024, we paid approximately $16.4 million and $66.2 million, respectively, to repurchase approximately $28.2 million and $75.0 million of our 2028 Notes. We repurchased approximately $1.0 million of our Class A and D Common Stock during the three months ended March 31, 2025. We repurchased approximately $1.4 million of our Class A and D Common Stock during the three months ended March 31, 2024. In addition, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right on February 14, 2025 for $3.2 million, which resulted in an increase ofthe Company’s interest in Reach Media to 94.6% and decreasing the interest of the non-controlling interest shareholders from 10.0% to 5.4%. Finally, Reach Media paid approximately $0.9 million and $1.8 million in dividends to non-controlling interest shareholders during the three months ended March 31, 2025, and 2024, respectively.