URBAN ONE, INC.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous 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.

Current wording

During the three months ended June 30, 2025, we recognized approximately $91.6 million in net revenue compared to approximately $117.7 million during the three months ended June 30, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $36.7 million of revenue from our Radio Broadcasting segment during the three months ended June 30, 2025, compared to approximately $42.0 million during the three months ended June 30, 2024, a decrease of approximately $5.3 million. This decrease was primarily driven by weaker overall market demand from the national advertisers and lower event revenues. We recognized approximately $5.3 million of revenue from our Reach Media segment during the three months ended June 30, 2025, compared to approximately $18.9 million for the three months ended June 30, 2024, a decrease of approximately $13.6 million. This decrease was primarily driven by a decrease in overall demand and the timing of Fantastic Voyage cruise sailing, that that took place in May 2024. The 2025 Fantastic Voyage cruise is scheduled to take place in October 2025. We recognized approximately $10.3 million ofrevenue from our Digital segment during the three months ended June 30, 2025, compared to approximately $14.1 million for the three months ended June 30, 2024, a decrease of approximately $3.8 million. This decrease was primarily driven by the decrease in national digital sales and direct revenue streams. We recognized approximately$40.1 million of revenue from our Cable Television segment during the three months ended June 30, 2025, compared to approximately $43.3 million for the three months ended June 30, 2024, a decrease of approximately $3.2 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 $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.

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 $28.6 million for the three months ended June 30, 2025, compared to $33.3 million for the three months ended June 30, 2024, respectively. For our Cable Television segment, the $2.5 million decrease was primarily due to lower program production cost. The $1.4 million decrease in our Radio Broadcasting segment was primarily due to lower headcount. The $0.5 million decrease in our Reach Media segment was primarily due to the loss of one of our nationally syndicated shows.

Previous 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.

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 Digital segment. Selling, general and administrative expenses were approximately $49.5 million for the three months ended June 30, 2025, compared to approximately $60.1 million for the three months ended June 30, 2024, adecrease of approximately $10.6 million. This decrease was mainly driven by the decreases in our Digital, Cable Television, Radio Broadcasting, and Reach Media segments, offset by an increase from our corporate headquarters. Expenses in our Digital segment decreased approximately $0.7 million compared to the three months ended June 30, 2024, primarily due to decreased bad debt expense. Expenses in our Cable Television segment decreased approximately $2.8 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to decreases in consumer marketing campaign spending. Expenses in our Radio Broadcasting segment decreased approximately $1.1 millionfor the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to decreases in sales commissions, national rep fees, and station event expenses as well as lower headcount. Expenses in our Reach Media segment decreased approximately $8.1 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the Fantastic Voyage cruise that took place in May 2024. The 2025 Fantastic Voyage cruise is scheduled to take place in October 2025. Our corporate headquarters' expenses increased approximately $2.1 million for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, primarily due to the change in the fair value of the Employment Agreement Award liability (as defined in Note 5 -Fair Value Measurements)offset by lower professional services costs.

Previous 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.

Current wording

Impairment of goodwill and intangible assets was approximately $130.1 million during the three months ended June 30, 2025, compared to$80.8 million during the three months ended June 30, 2024. See Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements for further discussion.

Previous 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.

Current wording

Interest and investment income was approximately $0.6 million for the three months ended June 30, 2025, compared to approximately $1.8 million for the three months ended June 30, 2024. The decrease was driven by lower cash and cash equivalents balances during thethree months ended June 30, 2025, than in the corresponding period in 2024.

Previous 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.

Current wording

Interest expense was approximately $9.7 million for the three months ended June 30, 2025, compared to approximately $12.4 million for the three months ended June 30, 2024, a decrease of approximately$2.7 million. This decrease was due to lower overall debt balances outstanding. See Note 9 -Long-Term Debt of the Company’s unaudited condensed consolidated financial statements for further discussion.

Previous 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.

Current wording

There was an approximately $30.3 million gain on retirement of debt for the three months ended June 30, 2025, compared to $7.4 million for the three months ended June 30, 2024. During the three months ended June 30, 2025, the Company repurchased approximately $64.0 million of its 2028 Notes at an average price of approximately 51.8% of par, resulting in a net gain on retirement of debt of approximately$30.3 million. During the three months June 30, 2024, the Company repurchased approximately $35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately$7.4 million.

Previous 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.

Current wording

For the three months ended June 30, 2025, we recorded a benefit from income taxes of approximately $21.4 million resulting in an effective tax rate of 21.5%, which includes $6.4 million of discrete tax expense primarily related to the impact of the change of accounting estimate for radio broadcasting licenses that impacted our valuation allowance. For the three months ended June 30, 2024, we recorded a benefit from income taxes of approximately$18.5 million. This amount is based on the actual effective tax rate of 29.1%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes.

Previous wording

Net income attributable to non-controlling interests

Current wording

Net (loss) income attributable to non-controlling interests was approximately $(0.1) million for the three months ended June 30, 2025 compared to approximately $0.3 million for the three months ended June 30, 2024. The decrease in net income attributable to non-controlling interests was primarily due to the change in ownership interest in Reach Media during the first quarter of 2025 and decreased profitability in the business compared to the same period in 2024.

Previous wording

Depreciation and amortization expense was approximately $2.3 million for the three months ended March 31, 2025, compared to approximately $1.9 million for the three months ended March 31, 2024, an increase of approximately $0.5 million driven mainly by the additional TV One Trade Name amortization as described in Note 9 –Goodwill and Other Intangible Assets of the Company’s condensed consolidated financial statements.

Current wording

Depreciation and amortization expense was approximately $5.8 million for the six months ended June 30, 2025, compared to approximately $4.8 million for the six months ended June 30, 2024, an increase of approximately $1.0 million driven mainly by the additional TV One Trade Name and radio broadcasting amortization of $2.5 million as described in Note 8 –Goodwill and Other Intangible Assets of the Company’s unaudited condensed consolidated financial statements thesix months ended June 30, 2025, offset by lower depreciation expense for property and equipment.

Previous wording

Other income, net was approximately$0.2 million for the three months ended March 31, 2025, compared to$0.9 million for the three months ended March 31, 2024. During the three months ended March 31, 2024, the Company recognized income related to the sale of its equity interest in Broadcast Music, Inc.

Current wording

Other income, net, was approximately $0.3 million for the six months ended June 30, 2025, compared to approximately $0.9 million for the six months ended June 30, 2024. During thesix months ended June 30, 2024, the Company recognized income related to the sale of its equity interest in Broadcast Music, Inc.

Previous 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.

Current wording

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

Previous 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.

Current wording

Net (loss) income attributable to non-controlling interests was approximately $(0.1) million for the six months ended June 30, 2025, compared to approximately $0.6 million for the six months ended June 30, 2024. The decrease in net income attributable to non-controlling interests was primarily due to the increase of our change in ownership interest in Reach Media during the six months ended June 30, 2025, compared to the six months ended June 30, 2024

Previous wording

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

Current wording

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

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 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.

Current wording

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

Previous wording

Broadcast and digital operating income decreased to approximately $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.

Current wording

Broadcast and digital operating income decreased to approximately $25.7 million for the three months ended June 30, 2025, compared to approximately $34.2 million for the three months ended June 30, 2024, a decrease of approximately $8.5 million or 25.0%. 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 loss during the three months ended June 30, 2025, compared to approximately broadcast and digital operating income of $2.9 million during the three months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Reach Media generated approximately $0.9 million of broadcast and digital operating loss during the three months ended June 30, 2025, compared to approximately $4.3 million of broadcast and digital operating income during the three months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Our Radio Broadcasting segment generated approximately $6.9 million of broadcast and digital operating income during the three months ended June 30, 2025, compared to approximately $10.8 million during the three months ended June 30, 2024, primarily due to lower revenues offset by lower expenses. Finally, Cable Television generated approximately $19.8 million of broadcast and digital operating income during the three months ended June 30, 2025, compared to approximately $16.0 million during the three months ended June 30, 2024. The increase in the Cable Television segment’s broadcast and digital operating income was primarily due to lower expenses offset by lower net revenue.

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 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.

Current wording

(c)Adjusted EBITDA: Adjusted EBITDA consists of net loss plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, 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 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

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

Current wording

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

Previous wording

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

Current wording

The reconciliation of net loss attributable to common stockholders to Adjusted EBITDA is as follows:

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 $115.6 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.

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 $86.2 million as of June 30, 2025. As of June 30, 2025, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.

Previous wording

On September 27, 2022, the Compensation Committee authorized the repurchase of up to 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.

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 six months ended June 30, 2025 and 2024, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the six months ended June 30, 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 six months ended June 30, 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”).

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”) on a cash basis.

Previous 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.

Current wording

During the six months ended June 30, 2025, the Company repurchased 675,293 shares of Class A Common Stock under the 2024 Stock Repurchase Program of approximately $1.0 million at an average price of $1.53 per share. During the six months ended June 30, 2024, the Company repurchased 449,277 shares of Class A Common Stock in the amount of approximately $0.9 million at an average price of $2.06 per share.

Previous 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.

Current wording

After giving effect to the above transactions across both our Class A and our Class D Common Stock, the 2024 Stock Repurchase Program has approximately $12.2 million remaining under the authorization. See Note 14 -Subsequent Events of our unaudited condensed consolidated financial statements for additional purchases subsequent to June 30, 2025.

Previous 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.

Current wording

During the six months ended June 30, 2025, the Company executed Stock Vest Tax Repurchases of 394,439 shares of Class D Common Stock in the amount of approximately $0.3 million at a price of $0.78 per share. During the six months ended June 30, 2024, the Company executed Stock Vest Tax Repurchases of 396,391 shares of Class D Common Stock in the amount of approximately $1.3 million at an average price of $3.35 per share.

Previous 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.

Current wording

During the three months June 30, 2024, the Company repurchased approximately $35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately$7.4 million. During the six months ended June 30, 2024, the Company repurchased approximately $110.5 million of its 2028 Notes at an average price of approximately 85.0% of par, resulting in a net gain on retirement of debt of approximately $15.3 million. As of June 30, 2025, the total outstanding aggregate principal amount of the senior secured notes due 2028 is approximately $492.3 million.

Previous wording

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

Current wording

The following table provides a summary of our statements of cash flows for the six months ended June 30, 2025, and 2024, respectively:

Previous 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.

Current wording

Net cash flows provided by operating activities were approximately $8.3 million and $3.7 million for the six months ended June 30, 2025, and 2024, respectively. Net cash flow from operating activities for the six months ended June 30, 2025 increased from the prior year primarily due to increased collection of accounts receivable, lower payments for content, offset by the decrease in reserve for audience deficiency.

Previous wording

Net cash flows (used in) provided by investing activities were approximately $(2.5) million and $0.4 million for the three months ended March 31, 2025, and 2024, respectively. Net cash flows (used in) investing activities primarily increased from prior year due to an increase in capital expenditures, offset by the cash receipts on disposition of station for $2.0 million.

Current wording

Net cash flows used in investing activities were approximately $4.2 million and $0.3 million for the six months ended June 30, 2025, and 2024, respectively. Net cash flows used in investing activities primarily increased from the prior year due to the cash receipts on disposition of station for approximately $3.5 million.

Previous 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.

Current wording

Net cash flows used in financing activities were approximately $55.4 million and $104.6 million for the six months ended June 30, 2025, and 2024, respectively. During the six months ended June 30, 2025, and 2024, we paid approximately $49.5 million and $93.9 million, respectively, to repurchase approximately $92.2 million and $110.5 million of our 2028 Notes. We repurchased approximately $1.7 million of our Class A and D Common Stock during the six months ended June 30, 2025. We repurchased approximately $2.5 million of our Class A and D Common Stock during the six months ended June 30, 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 six months ended June 30, 2025, and 2024, respectively.

Previous wording

Our significant accounting policies are described in Note 2 –Summary of Significant Accounting Policies of the consolidated financial statements in our 2024 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K.

Current wording

Our significant accounting policies are described in Note 2 –Summary of Significant Accounting Policies of the consolidated financial statements in our 2024 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K other than the change in useful lives of radio broadcasting licenses, which are described in Note 2 –Summary of Significant Accounting Policies.

Previous wording

Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2024, under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K.

Current wording

Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2024, under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K, other than the change in useful lives of the TV One Trade Name and radio broadcasting licenses (see further discussion below).

Previous wording

To determine the fair value of the 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). The Company performed a discounted cash flow analysis for broadcasting licenses across relevant radio markets. The key assumptions used in the discounted cash flow analysis for broadcasting licenses include market revenue and projected revenue growth by market, mature market share, operating profit margin, terminal growth rate, and discount rate.

Current wording

To determine the fair value of the 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). The Company performed a discounted cash flow analysis for broadcasting licenses across relevant radio markets. The key assumptions used in the discounted cash flow analysis for broadcasting licenses include market revenue and projected revenue growth by market, mature market share, operating profit margin, and discount rate.

Previous wording

Based on this analysis, the Company recognized an impairment loss of approximately $6.4 million associated with five radio markets within the Radio Broadcasting segment, included in impairment of intangible assets, on the condensed consolidated statement of operations during the three months ended March 31, 2025.

Current wording

Based on this analysis, the Company recognized an impairment loss of approximately $121.3 million associated with twelve radio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the unaudited condensed consolidated statement of operations during the three months ended June 30, 2025. During the six months ended June 30, 2025 the Company recognized impairment loss of approximately $127.8 million within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the unaudited condensed consolidated statement of operations.

Previous wording

Below are the key assumptions used in the income approach model for estimating the fair value of the broadcasting licenses for thefive largest radio markets in the most recent interim impairment assessment performed as of March 31, 2025. The aggregate impairment recorded for the remaining markets was less than $1.0 million and the key assumptions are not presented for those markets.

Current wording

Below are the key assumptions used in the income approach model for estimating the fair value of the broadcasting licenses for the thirteen radio markets in the most recent interim impairment assessment performed as of May 31, 2025.

Previous wording

To the extent that there is a potential recession that further disrupts the economic environment impacting the financial performance, market share, or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the broadcasting licenses. Additionally, given limited differences between assessed fair values of each radio broadcasting license and their current carrying value in the quarter ended March 31, 2025, continued declining market share, revenues, growth rates, or changes in the discount rate in applicable radio markets may lead to subsequent impairment.

Current wording

To the extent that there is a potential recession (local to any of the markets in which we operate or nationally) that further disrupts the economic environment impacting the financial performance, market share, or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the broadcasting licenses.

Previous wording

Due to industry and macro-economic conditions along with ongoing subscriber churn, and forecasted cash flows for TV One, the Company reassessed the useful life for the TV One Trade Name. As a result of the reassessment, the Company concluded the useful life should change from indefinite-lived to a definite-lived intangible asset effective January 1, 2025, and the Company has adopted an accelerated amortization method and will amortize this asset with a carrying value of $26.6 million over a 20-year period. This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense of $0.6 million included in depreciation and amortization, on the condensed consolidated statement of operations for the three months ended March 31, 2025.

Current wording

Due to industry and macro-economic conditions along with ongoing subscriber churn, and forecasted cash flows for TV One, the Company reassessed the useful life for the trade name TV One (the“TV One Trade Name”). As a result of the reassessment, the Company concluded the useful life should change from indefinite-lived to a finite-lived intangible asset effective January 1, 2025. The Company has adopted an accelerated amortization method and will amortize this asset with a carrying value of $26.6 million over a 20-year period. This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense of $0.6 million and $1.3 million included in depreciation and amortization, on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2025, respectively.

Previous wording

The following table presents sensitivity analyses for radio broadcasting licenses and goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal growth rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of broadcasting licenses.

Current wording

The following table presents sensitivity analyses for goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting units terminal growth rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of the reporting units.