URBAN ONE, INC.
For the period ended Dec 31, 2025. Filed Mar 20, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 20, 2026
UONE$4.06-1.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-27.
0001041657-25-000013
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-20.
0001041657-26-000016
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 151 previous paragraphs and 187 current paragraphs.
60 unchanged; 52 reworded; 73 added; 35 removed; 4 previous and 2 current paragraphs rearranged.
Tables are not compared: 31 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (73)
Current report
(1)Effective January 1, 2025, segment information for the prior periods has been recast in this Annual Report on Form 10-K to include reclassification of a portion of revenues from our connected TV offering from the Digital segment to the Cable Television segment.
Current report
(1)Effective January 1, 2025, segment information for the prior periods has been recast in this Annual Report on Form 10-K to include reclassification of a portion of revenues from our connected TV offering from the Digital segment to the Cable Television segment.
Current report
(a) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
Current report
Selling, general and administrative expenses were approximately $207.3 million for the year ended December 31, 2025 compared to $224.8 million for the year ended December 31, 2024, a decrease of approximately $17.5 million. Expenses in our Radio Broadcasting segment decreased by approximately $10.7 million for the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to lower revenue, lower headcount costs, lower facility and rental costs, lower national rep fees, and lower bank charges. Expenses in our Digital segment decreased approximately $2.5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to a decrease in traffic acquisition costs due to lower revenue, a decrease in sales production costs, a decrease in legal costs and lower headcount costs. Expenses in our Cable Television segment decreased approximately $4.7 million or the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to the timing of media campaigns, fewer promotional event expenses, lower headcount costs, lower facility and rental costs, and a decrease in payroll expenses. Reach Media and Corporate selling, general and administrative expenses were primarily flat year-over-year.
Current report
Depreciation and amortization expense was approximately $18.1 million for the year ended December 31, 2025, compared to approximately $7.7 million for the year ended December 31, 2024, increase of approximately $10.4 million. This increase is primarily driven by the additional TV One Trade Name and radio broadcasting license amortization of approximately$11.6 millionas described in Note 12 - Goodwill, Net And Other Intangible Assets, Net, offset by lower depreciation expense for property and equipment.
Current report
Net (loss) income attributable to non-controlling interests
Current report
Net loss attributable to non-controlling interests decreased by approximately $1.2 million. The change was primarily driven by the decreased profitability in the Reach Media business compared to the year ended December 31, 2024.
Current report
(b) Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical period (see Note 17 -Commitments And Contingencies).
Current report
(c) Debt refinancing costs include third-party transaction costs related to the First Lien Senior Secured Notes and Second Lien Senior Secured Notes. (see Note 13-Debt)
Current report
During the year ended December 31, 2025, the Company repurchased 113,575 shares of Class D Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $0.8 million, or an average price of $7.30 per share. During the year ended December 31, 2025, the Company executed Stock Vest Tax Repurchases of 68,173 shares of Class D Common Stock for an aggregate purchase price of approximately $0.5 million, or an average price of $7.20 per share.
Current report
The 2024 Stock Repurchase Program has been cancelled due to certain restrictions on stock repurchases that were imposed in connection with our December 2025 Refinancing. See Note 13 - Debt of our consolidated financial statements for further discussion.
Current report
All repurchase amounts reflected above (both the number of shares repurchased and repurchase prices) are reflective of the reverse stock split effective January 22, 2026. See Note 15 - Stockholders Equity of our consolidated financial statements for further information on our common stock and stock repurchase plan.
Current report
As noted above, on December 18, 2025, the Company completed the 2025 Refinancing. As a part of the 2025 Refinancing, the Company issued $291.0 million aggregate principal amount of 7.625% Second Lien Senior Secured Notes due 2031 (the “2031 Second Lien Notes”). The 2031 Second Lien Notes and cash were issued in the Exchange Offer and Consent Solicitation for the 2028 Notes for the 2031 Second Lien Notes.
Current report
The 2031 Second Lien Notes were issued pursuant to an Indenture, dated December 18, 2025 (the “2031 Second Lien Notes Indenture”), among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2031 Second Lien Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The 2031 Second Lien Notes pay interest semiannually in arrears.
Current report
At any time, the Company may redeem all or a part of the 2031 Second Lien Notes at a redemption price equal to 100.0% of the principal amount of the 2031 Second Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Current report
Upon a Change of Control (as defined in the 2031 Second Lien Notes Indenture) the Company will be required to make an offer to purchase all of the 2031 Second Lien Notes, at an offer price equal to 101% of the aggregate principal amount of 2031 Second Lien Notes plus accrued and unpaid interest, if any, to but excluding the date of repurchase (a “2031 Second Lien Notes Change of Control Offer”). If not less than 90% in aggregate principal amount of the 2031 Second Lien Notes outstanding are purchased pursuant to a 2031 Second Lien Notes Change of Control Offer by the Company or a third party, the Company or such third party will have the right to redeem all 2031 Second Lien Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
Current report
The 2031 Second Lien Notes and related guarantees are the Company’s and the guarantors’ respective senior secured obligations and are secured on a second-lien priority basis by the collateral (and on a third-lien basis by the ABL Priority Collateral (as defined in the 2030 First Lien Notes Indenture) owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and the intercreditor agreements (the “Intercreditor Agreements”) providing for the relative priorities of the respective security interests in the assets securing the 2031 Second Lien Notes, the 2030 First Lien Notes (as defined below), obligations under the Current ABL Facility (as defined below) and any future secured debt of the Company and guarantors, and certain other matters relating to the administration of security interests. The 2031 Second Lien Notes are guaranteed by the Company and each of the Company’s material subsidiaries. Under the terms of the 2031 Second Lien Notes Indenture and subject to the Intercreditor Agreements, the 2031 Second Lien Notes and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including the obligations of the Company and the guarantors under the 2030 First Lien Notes and the Current ABL Facility and rank senior in right of payment to any future subordinated indebtedness of the Company and each guarantor. The 2031 Second Lien Notes and related guarantees are effectively senior to any unsecured indebtedness of the Company and each guarantor and, subject to the Intercreditor Agreements, indebtedness of the Company and each guarantor secured by liens junior to the liens securing the 2031 Second Lien Notes.
Current report
The 2031 Second Lien Notes Indenture contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.
Current report
First Lien Notes
Current report
As a part of the 2025 Refinancing, on December 18, 2025, the Company issued $60.6 million aggregate principal amount of 10.500% First Lien Senior Secured Notes due 2030 (the “2030 First Lien Notes”). The 2030 First Lien Notes were issued pursuant to an Indenture, dated as of December 18, 2025 (the “2030 First Lien Notes Indenture”) among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2030 First Lien Notes pay interest semiannually in arrears. The 2030 First Lien Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.
Current report
The 2030 First Lien Notes may be redeemed by the Company in whole or in part, at any time on and after April 1, 2028 at the redemption prices set forth in the 2030 First Lien Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Prior to April 1, 2028, the Company may redeem the 2030 First Lien Notes in whole or in part, at its option, upon not less than ten (10) nor more than sixty (60) days’ prior notice at a redemption price equal to 100% of the principal amount of such 2030 First Lien Notes, plus the relevant Applicable Premium (as defined in the 2030 First Lien Notes Indenture), and accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that at any time and from time to time prior to April 1, 2028, the Company may redeem up to 10% of the principal amount of the 2030 First Lien Notes in whole or in part, at its option, upon not less than ten (10) days’ nor more than sixty (60) days’ prior notice at a redemption price equal to 105% of the principal amount of such 2030 First Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to April 1, 2028, the Company may redeem the 2030 First Lien Notes with the Net Cash Proceeds (as defined in the 2030 First Lien Notes Indenture) received by the Company from any Equity Offering (as defined in the 2030 First Lien Notes Indenture) at a redemption price equal to 107.375% plus accrued and unpaid interest to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2030 First Lien Notes (including Additional First Lien Notes (as defined in the 2030 First Lien Notes Indenture)), subject to certain conditions. Further, the Company may redeem all, but not less than all, of the outstanding 2030 First Lien Notes at a redemption price equal to 100.000% plus accrued and unpaid interest to, but excluding, the redemption date, if such redemption occurs in connection with, and subject to the consummation of, a Specified Acquisition Transaction (as defined in the 2030 First Lien Notes Indenture).
Current report
Upon a Change of Control (as defined in the 2030 First Lien Notes Indenture), the Company will be required to make an offer to purchase all of the 2030 First Lien Notes, at an offer price equal to 101% of the aggregate principal amount of 2030 First Lien Notes plus accrued and unpaid interest, if any, but excluding the date of repurchase (a “2030 First Lien Notes Change of Control Offer”). If not less than 90% in aggregate principal amount of the 2030 First Lien Notes outstanding are purchased pursuant to a 2030 First Lien Notes Change of Control Offer by the Company or a third party, the Company or such third party will have the right, upon not less than thirty (30) days’ nor more than sixty (60) days’ prior notice, given not more than thirty (30) days following such purchase pursuant to the 2030 First Lien Notes Change of Control Offer, to redeem all 2030 First Lien Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
Current report
The 2030 First Lien Notes and related guarantees are the Company’s and the guarantors’ respective senior secured obligations and are secured on a first-lien priority basis by the collateral (and on a second-lien priority basis by the ABL Priority Collateral (as defined in the 2030 First Lien Notes Indenture)), owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and the Intercreditor Agreements providing for the relative priorities of the respective security interests in the assets securing the 2030 First Lien Notes, the 2031 Second Lien Notes, obligations under the Current ABL Facility and any future junior lien debt of the Company and the guarantors, and certain other matters relating to the administration of security interests. The 2030 First Lien Notes are guaranteed by the Company and each of the guarantors. Under the terms of the 2030 First Lien Notes Indenture and subject to the Intercreditor Agreements, the 2030 First Lien Notes and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness (including the 2031 Second Lien Notes and obligations under the Current ABL Facility, as applicable) of the Company and each guarantor and senior in right of payment to any future subordinated indebtedness of the Company and each guarantor, if any. The 2030 First Lien Notes and the guarantees are effectively senior to any unsecured indebtedness of the Company and each guarantor and subject to the Intercreditor Agreements, to indebtedness of the Company and each guarantor secured by liens junior to the liens securing the 2030 First Lien Notes.
Current report
The 2030 First Lien Notes Indenture contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.
Current report
The net proceeds from the offering of the 2030 First Lien Notes, along with cash on hand, were used to purchase $185.0 million of validly tendered 2028 Notes at a purchase price of $111.0 million and $1.1 million consent fee in cash, pay accrued and unpaid interest on the 2028 Notes accepted for exchange or purchase, as applicable, and other various fees and expenses related to the offers and the remainder, if any, for general corporate purposes.
Current report
Asset Backed Line of Credit
Current report
As a part of and to facilitate the 2025 Refinancing (as defined in Note 13 - Debt), the Company entered into an amended and restated ABL facility pursuant to an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the “2025 ABL Facility”), which amended and restated the 2021 ABL Facility.
Current report
On February 9, 2026, the Company entered into a First Amendment to Amended and Restated Credit Agreement (the “Current ABL Facility”) which, through further amendment and restatement, made certain clarifying amendments to the 2025 ABL Facility. The Current ABL Facility clarified the maturity date of the 2025 ABL Facility and defines the “Maturity Date” to mean the earlier to occur of (a) December 18, 2030, (b) the date that is ninety-one (91) days prior to the maturity or expiration date applicable to any Material Indebtedness (other than the 2028 Notes) and (c) the date on which the 2028 Notes Non-Springing Maturity Condition fails to be true.
Current report
The Current ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility.
Current report
The Current ABL Facility and related guarantees are the Company’s and the guarantors’ respective senior secured obligations and are secured on a first lien priority basis by the ABL Priority Collateral and a junior lien priority basis by all other collateral, in each case, owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and an Intercreditor Agreements providing for the relative priorities of the respective security interests in the assets securing the ABL Priority Collateral, the 2030 First Lien Notes, the 2031 Second Lien Notes and any future junior lien debt of the Company and the guarantors, and certain other matters relating to the administration of security interests. The obligations under the Current ABL Facility are guaranteed by the Company and each of the guarantors. Under the terms of the Current ABL Facility and subject to Intercreditor Agreements, the obligations and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including the obligations of the Company and the guarantors under the 2030 First Lien Notes and the 2031 Second Lien Notes, and rank senior in right of payment to any future subordinated indebtedness of the Company and each guarantor. The obligations under the Current ABL Facility are effectively senior to any unsecured indebtedness of the Company and each guarantor and, subject to the Intercreditor Agreements, indebtedness of the Company and each guarantor secured by liens junior to the liens securing the obligations under the Current ABL Facility.
Current report
The Current ABL Facility contains covenants that limit the Company’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.
Current report
Net cash flows used in investing activities were approximately $10.3 million and $1.6 million for the years ended December 31, 2025 and 2024, respectively. Net cash flows used in investing activities increased from the prior year primarily due to the cash receipts on disposition of station for approximately $5.6 million in the prior year. Additionally, we had capital expenditures of approximately $10.1 million and $7.2 million for the year ended December 31, 2025 and 2024, respectively.
Current report
During the years ended December 31, 2025 and 2024, the Company paid approximately $51.9 million and $115.6 million, respectively, to repurchase approximately $96.7 million and $140.4 million of our 2028 Notes. In addition, on December 18, 2025, the Company completed a tender and exchange offer, which resulted in a total cash outflows of $56.2 million, net of debt issuance costs. Furthermore, the Company drew $10.0 million on the Amended and Restated ABL Credit Agreement, which remains outstanding with a 3 - month maturity as of December 31, 2025.
Current report
Goodwill
Current report
Impairment exists when the asset carrying values exceed their respective fair values. The excess is recorded to operations as an impairment charge. In testing for goodwill impairment, the Company uses a weighting of the income and market approaches. The income approach estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenues and projected revenues, operating profit margins, and discount rates. Additionally, the Company utilizes a market value approach to supplement the discounted cash flow model. The market value approach utilizes average EBITDA multiples from guideline public companies. The Company performs a market-based analysis by comparing the estimated fair value of the reporting units to the market capitalization of the Company. The Company recognizes an impairment charge to operations in the amount that the reporting unit’s carrying value exceeds its fair value. Any impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit.
Current report
Radio Market Reporting Units
Current report
On July 1, 2025, the Company determined the components of our Radio Broadcasting operating segment represent a single reporting unit. The change was primarily driven by the continued integration of the individual markets under a centralized leadership structure resulting in interdependent processes across Radio Broadcasting. Prior to July 1, 2025, the Company considered each of the thirteen Radio Markets separate reporting units.
Current report
The Company noted a continued decline in revenues in the Radio Market reporting units, indicating that it was more likely than not that the reporting units were impaired. Therefore, the Company performed a quantitative impairment assessment on the Radio Market reporting units to determine whether it was impaired as of May 31, 2025. Based on these analyses, the Company recognized an impairment loss of approximately $3.9 million associated with the Radio Broadcasting reporting units, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2025.
Current report
Below are the key assumptions used in the income approach model for estimating the fair value of the Radio Market reporting units in the most recent interim impairment assessment performed as of May 31, 2025.
Current report
To the extent that there is a potential recession that further disrupts the economic environment impacting the financial performance or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the Company’s reporting units.
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Removed paragraphs (35)
Previous report
National and local advertising also includes advertising revenue generated from our Digital segment and low power television revenue. The balance of net revenue from our Radio Broadcasting segment was generated from ticket sales and revenue related to our sponsored events, management fees and other revenue.
Previous report
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 report
Depreciation and amortization expense was approximately $7.7 million for the year ended December 31, 2024, compared to approximately $7.1 million for the year ended December 31, 2023, an increase of approximately $0.6 million. This increase is due to a higher overall balance of depreciable assets for the year ended December 31, 2024.
Previous report
Other income, net
Previous report
Other income, net decreased $95.2 million for the year ended December 31, 2024 from the year ended December 31, 2023. The decrease was primarily due to the gain on sale of the Company’s MGM Investment, which was recognized in other income, net, during the year ended December 31, 2023.
Previous report
Loss from unconsolidated joint venture
Previous report
For the year ended December 31, 2024, we recognized approximately $0.4 million loss from unconsolidated joint venture compared to $5.1 million for the year ended December 31, 2023, a decrease of approximately$4.7 million. The decrease is related to the shut down of the RVA Entertainment Holdings, LLC, (“RVAEH”) investment in 2023.
Previous report
Net income attributable to non-controlling interests was approximately $1.2 million for the year ended December 31, 2024 compared to approximately $2.5 million for the year ended December 31, 2023, a decrease of approximately $1.3 million. The decrease was primarily driven by the change in ownership interest in Reach Media for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Previous report
(2) Investment income from MGM National Harbor is included in other income, net.
Previous report
(3) In 2024, we made an immaterial change to the definition of adjusted EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change.
Previous report
On March 8, 2023, ROEH issued a Put Notice with respect to its Put Interest in MGM National Harbor. Upon issuance of the Put Notice, no later than thirty (30) days following receipt, MGM National Harbor was required to repurchase the Put Interest for cash. On April 21 2023, ROEH closed on the sale of the Put Interest and received approximately $136.8 million at the time of settlement of the Put Interest, representing the put price. During the year ended December 31, 2023, the Company received $8.8 million representing the Company’s annual distribution from MGM National Harbor with respect to fiscal year 2022.
Previous report
On March 7, 2022, the Board of Directors authorized and approved a share repurchase program for up to $25.0 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months. On December 6, 2022, the Board of Directors authorized and approved a share repurchase program for up to an additional $10.0 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock. During the year ended December 31, 2023, the Company repurchased 824 shares of Class D common stock for approximately $3,000 at an average price of $3.99 per share. The Company did not repurchase any shares of Class A common stock during the year ended December 31, 2023.
Previous report
Between June 5, 2023 and May 30, 2024, the Company entered into six more waivers and amendments related to the Company’s failure to timely deliver certain financial deliverables as required under the Current ABL Facility. On May 30, 2024, the Company entered into the seventh waiver and amendment (the “Seventh Waiver and Amendment”) to the Current ABL Facility. The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the annual financial deliverables for the year ended December 31, 2023 (the “2023 Form 10-K”) and quarterly financial deliverables for the three months ended March 31, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K”, the “Delayed Reports”). The Seventh Waiver and Amendment set a due date of June 17, 2024 for the Delayed Reports. The Delayed Reports were filed on June 7, 2024, bringing the Company back into compliance with the requirements under the Current ABL Facility.
Previous report
As the Company was undrawn under the Current ABL Facility as of the date of the Waiver and Amendment, the SOFR Interest Rate Change would only bear upon future borrowings by the Company such that they bear an interest rate relating to the secured overnight financing rate. These provisions of the Waiver and Amendment are intended to transition loans under the Current ABL Facility to the new secured overnight financing rate as the benchmark rate.
Previous report
Net cash flows (used in) provided by investing activities were approximately$(1.6) million and$95.4 millionfor the years ended December 31, 2024 and 2023, respectively. The decrease was primarily driven by the sale of the Company’s MGM National Harbor investment partially offset by the deconsolidation of RVAEH.
Previous report
Goodwill within our various reporting units, Radio Broadcasting Licenses and TV One Trade Name
Previous report
Our annual impairment assessment is performed as of October 1 of each year using an income approach. We test the reasonableness of the inputs and outcomes of our discounted cash flow models against available market data by comparing our overall average implied multiple based on our cash flow projections and by comparing the aggregate of our estimated reporting unit fair values to the market capitalization of the Company. Impairment exists when the carrying value of these assets exceeds its respective fair value. When the carrying value exceeds fair value, an impairment amount is charged to operations for the excess.
Previous report
As of December 31, 2024, we had approximately $257.8 million in broadcasting licenses and $30.0 million across seven of our 13 radio market reporting units in goodwill within the Radio Market reporting unit, which totaled $287.8 million and represented approximately 29.8% of our total assets.
Previous report
Radio Market Reporting Units and Radio Broadcasting Licenses
Previous report
As of December 31, 2024, we had approximately $257.8 million in broadcasting licenses and $30.0 million across seven of our 13 radio market reporting units in goodwill within the Radio Market reporting unit, which totaled $287.8 million and represented approximately 29.8% of our total assets.
Previous report
As of December 31, 2024, the Company performed an interim qualitative impairment assessment for the radio broadcasting licenses and goodwill for all 13 radio markets to determine whether they were impaired. Based on the interim qualitative assessment, there was no impairment loss to be recognized for any of the radio markets.
Previous report
For the years ended December 31, 2024 and 2023, the Company recorded impairment losses against radio broadcasting licenses and goodwill collectively, of approximately $118.5 million and $129.3 million, respectively, which are included within the impairment of goodwill and intangible assets in the consolidated statements of operations. The fair value of broadcasting licenses in 11 radio markets, approximately $247.3 million in aggregate, exceeded its carrying value by less than 10.0% as of December 31, 2024. The broadcasting licenses in those 11 radio markets are considered at risk offailing the quantitative impairment assessment in future quarters if financial performance decreases.
Previous report
The key assumptions associated with determining the estimated fair value for radio broadcasting licenses include market revenue and projected revenue growth by market, mature market share, operating profit margin, terminal growth rate, and discount rate. The key assumptions associated with determining the estimated fair value for goodwill within the Radio Market reporting unit include revenue growth rates of each radio market reporting unit, operating profit margins, terminal growth rate, and the discount rate.
Previous report
The Company noted a continued decline in revenues in the Cable Television segment, indicating that it was more likely than not that the TV One Trade Name was impaired. Therefore, the Company performed a quantitative impairment assessment for the TV One Trade Name as of September 30, 2024 and December 31, 2024 to determine whether it was impaired. Based on these analyses, the Company recognized an impairment loss of approximately$13.1 million associated with the TV One Trade Name, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024. No incremental impairment was recorded in connection with the Company’s October 1 annual assessment.
Previous report
Below are the key assumptions used in the relief from royalty approach model for estimating the fair value of the trade name for the TV One in the most recent interim impairment assessment performed as of December 31, 2024.
Previous report
The following table presents sensitivity analysis for the TV One Trade Name showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the discount rate, royalty rate, terminal growth rate and revenue growth which the Company has determined to be a significant assumption impacting the impairment:
Previous report
TV One Reporting Unit
Previous report
The Company noted a continued decline in revenues in the TV One reporting unit, indicating that it was more likely than not that the TV One reporting unit was impaired. Therefore, the Company performed a quantitative impairment assessment for the TV One reporting unit to determine whether it was impaired as of September 30, 2024 and December 31, 2024. Based on these analyses, the Company recognized an impairment loss of approximately$20.2 million associated with the TV One reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024. No impairment was recorded for the reporting unit during the three-months ended September 30, 2024 or in connection with the Company’s October 1 annual assessment.
Previous report
Below are the key assumptions used in the income approach model for estimating the fair value of the TV One reporting unit in the most recent interim impairment assessment performed as of December 31, 2024.
Previous report
iOne Reporting Unit
Previous report
The Company noted a continued decline in revenues in the iOne reporting unit, indicating that it was more likely than not that the iOne reporting unit was impaired. There fore, the Company performed a quantitative impairment assessment for iOne reporting unit to determine whether it was impaired as of September 30, 2024 and December 31, 2024. Based on these analyses, no goodwill impairment losses were recognized associated with the iOne reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during theyear ended December 31, 2024.
Previous report
Below are the key assumptions used in the income approach model for estimating the fair value of the iOne reporting unit in the most recent interim impairment assessment performed as of December 31, 2024.
Previous report
Redeemable non-controlling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the non-controlling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.
Previous report
The Company assesses the fair value of the redeemable non-controlling interests in Reach Media as of the end of each reporting period. The fair value of the redeemable non-controlling interests as of December 31, 2024 and 2023, were approximately$8.0 million and $16.5 million, respectively. As of December 31, 2024 and 2023, the fair value is measured using a combination of cash flow and GPC methodology. Significant inputs to the discounted cash flow analysis include revenue growth rate, future operating profit margins, discount rate and exit multiple. Different estimates and assumptions may result in a change to the fair value of the redeemable non-controlling interests amount previously recorded.
Previous report
Management, at this time, cannot reasonably determine the period when and if the remaining portion of the Put Right will be exercised by the non-controlling interest shareholders.
Reworded paragraphs (52)
Previous wording
For the year ended December 31, 2024, consolidated net revenue decreased approximately 5.9% compared to the year ended December 31, 2023. For 2025, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
Current wording
For the year ended December 31, 2025, consolidated net revenue decreased approximately 16.7% compared to the year ended December 31, 2024. For 2026, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
Previous wording
During the year ended December 31, 2024, we recognized approximately $449.7 million in net revenue compared to approximately $477.7 million during the year ended December 31, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $165.8 million of revenue from our Radio Broadcasting segment during the year ended December 31, 2024, compared to approximately $156.2 million for the year ended December 31, 2023, an increase of approximately $9.6 million, primarily driven by increased political revenue and due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national sales driven by demand. We recognized approximately $47.3 million of revenue from our Reach Media segment during the year ended December 31, 2024, compared to approxima tely $52.9 million for the year ended December 31, 2023, a decrease of approximately $5.6 million. The decrease was primarily driven by overall demand and attrition of advertisers. We recognized approximately $70.7 million of revenue from our Digital segment during the year ended December 31, 2024, compared to $75.5 million during the year ended December 31, 2023, a decrease of approximately$4.8 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers. We recognized approximately $168.2 million of revenue from our Cable Television segment during the year ended December 31, 2024, compared to $196.2 million during the year ended December 31, 2023, a decrease of approximately $28.0 million. The decrease was prim arily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.
Current wording
During the year ended December 31, 2025, we recognized approximately $374.4 million in net revenue compared to approximately $449.7 million during the year ended December 31, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $139.1 million of revenue from our Radio Broadcasting segment during the year ended December 31, 2025, compared to approximately $165.8 million for the year ended December 31, 2024, a decrease of approximately $26.7 million. The decrease was primarily driven by weaker overall demand from national and local advertisers and non-returning political revenues. We recognized approximately $31.1 million of revenue from our Reach Media segment during the year ended December 31, 2025, compared to approxima tely $47.3 million for the year ended December 31, 2024, a decrease of approximately $16.1 million. The decrease was primarily driven by a decrease in syndicated revenue and event revenue. We recognized approximately$47.8 million of revenue from our Digital segment during the year ended December 31, 2025, compared to$62.8 million during the year ended December 31, 2024, a decrease of approximately$15.0 million. The decrease was primarily driven by a decrease in direct revenue streams and a decrease in Reach and Radio national streaming revenue. We recognized approximately $159.0 million of revenue from our Cable Television segment during the year ended December 31, 2025, compared to $176.1 million during the year ended December 31, 2024, a decrease of approximately $17.1 million. The decrease was prim arily driven by the churn of subscribers and lower advertising sales.
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 $135.2 million for the year ended December 31, 2024 compared to approximately $136.9 million for the year ended December 31, 2023, a decrease of approximately $1.6 million. The decrease in programming and technical expenses for the year ended December 31, 2024, compared to the same period in 2023 was due to lower expenses across most segments. Expenses in our Digital segment decreased approximately $0.8 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due primarily to lower software license fees, video production costs and lower payroll expenses. Expenses in our Reach Media segment decreased approximately $1.7 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 dueprimarily to lower contract labor and payroll expense. Expenses in our Cable Television segment decreased approximately $2.3 million for the year ended December 31, 2024 compared to the year ended December 31, 2023 due primarily to lower content amortization expense. Expenses in our Radio Broadcasting segment increased approximately $2.7 million for the year ended December 31, 2024, compared to the year ended December 31, 2023, due primarily driven by an increase in payroll, rent and utilities due to the Houston station acquisition, which was completed in August 2023.
Current wording
Programming and technical expenses for the Radio Broadcasting segment 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. 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 $125.4 million for the year ended December 31, 2025 compared to approximately $135.2 million for the year ended December 31, 2024, decrease of approximately $9.8 million. The decrease in programming and technical expenses for the year ended December 31, 2025, compared to the same period in 2024, was due to lower expenses across most segments. Expenses in our Digital segment decreased approximately $1.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily to lower headcount costs, lower rent expense, and lower video production costs. Expenses in our Reach Media segment decreased approximately $1.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 dueprimarily to a decrease in talent fees, decreased profit share, and decreased affiliate station compensation. Expenses in our Cable Televisions egment decreased approximately $6.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily tolower programming asset amortization, lower headcount costs, and a reduction in program development write-offs. Expenses in our Radio Broadcasting segment decreased approximately $0.1 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by higher music license expenses offset by lower headcount costs, barter expenses, and lower tower rental costs.
Previous wording
Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $174.3 million for the year ended December 31, 2024 compared to $172.4 million for the year ended December 31, 2023, an increase of approximately $1.8 million. Expenses in our Radio Broadcasting segment increased approximately $2.3 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to an increase in bad debt expense, higher payroll, research, insurance, travel and entertainment costs as a result of the Houston station acquisition, which was completed in August 2023. Expenses in our Digital segment decreased approximately $2.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to lower compensation costs and a reduction in promotional expenses. Expenses in our Reach Media segment decreased approximately $1.5 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due tolower affiliate station costs. Finally, expenses in our Cable Television segment increased approximately $2.8 million or the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to an increase in research and payroll expenses offset by a decrease in promotional events expenses.
Current wording
Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel, marketing and promotional expenses, corporate costs, 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 traffic acquisition costs for our Digital segment. Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.
Previous wording
Stock-based compensation expense was approximately $5.7 million for the year ended December 31, 2024 compared to approximately $10.0 million for the year ended December 31, 2023, a decrease of approximately $4.3 million. The decrease in stock-based compensation for the year ended December 31, 2024, compared to the year ended December 31, 2023, was primarily due to the timing of vesting of stock awards for executive officers and the decrease in grant date fair value of awards.
Current wording
Stock-based compensation expense was approximately $1.9 million for the year ended December 31, 2025 compared to approximately $5.7 million for the year ended December 31, 2024, a decrease of approximately $3.8 million. The decrease in stock-based compensation was primarily due to no executive grants being made during 2025.
Previous wording
Impairment of goodwill and intangible assets was approximately $151.8 million during the year ended December 31, 2024 compared to approximately $129.3 million for the year ended December 31, 2023, an increase of approximately $22.5 million. See Note 13 –Goodwill And Other Intangible Assets of the Company’s consolidated financial statements for further discussion.
Current wording
Impairment of goodwill and intangible assets was approximately $191.8 million during the year ended December 31, 2025 compared to approximately $151.8 million for the year ended December 31, 2024, increase of approximately $40.1 million. See Note 12 – Goodwill, Net And Other Intangible Assets, Net of the Company’s consolidated financial statements for further discussion.
Previous wording
Interest and investment income was approximately $6.0 million for the year ended December 31, 2024 compared to approximately $7.0 million for the year ended December 31, 2023, a decrease of approximately $1.0 million. The decrease was primarily due to lower cash and cash equivalents balances during the year ended December 31, 2024.
Current wording
Interest and investment income was approximately $2.5 million for the year ended December 31, 2025 compared to approximately $6.0 million for the year ended December 31, 2024, a decrease of approximately $3.5 million. The decrease was primarily due to lower interest-bearing cash and cash equivalents balances during the year ended December 31, 2025, than in the corresponding period in 2024.
Previous wording
Interest expense decreased to approximately $48.6 million for the year ended December 31, 2024, compared to approximately $56.2 million for the year ended December 31, 2023, a decrease of approximately $7.6 million. The decrease is due to lower overall debt balances outstanding. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par.
Current wording
Interest expense decreased to approximately $38.8 million for the year ended December 31, 2025, compared to approximately $48.6 million for the year ended December 31, 2024, decrease of approximately $9.8 million. The decrease is due to lower overall debt balances outstanding. See Note 13 - Debtof the Company’s consolidated financial statements for further discussion.
Previous wording
Gain on retirement of debt was approximately $23.3 million for the year ended December 31, 2024 compared to approximately $2.4 million for the year ended December 31, 2023, an increase of approximately $20.9 million. As discussed above, during the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. During the year ended December 31, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par.
Current wording
Gain on retirement of debt was approximately $44.0 million for the year ended December 31, 2025 compared to approximately $23.3 million for the year ended December 31, 2024, an increase of approximately $20.7 million. As discussed above, during the year ended December 31, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par, resulting in a net gain on retirement of debt of approximately $23.3 million.
Previous wording
Provision for income taxes
Current wording
Benefit from (provision for) income taxes
Previous wording
For the year ended December 31, 2024, we recorded a provision for income taxes of approximately $9.8 million on the pre-tax loss of $94.0 million resulting with an annual effective tax rate of (10.4)%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, changes in our valuation allowance, uncertain tax positions, and permanent differences associated with non-deductible officer compensation. For the year ended December 31, 2023, we recorded a provision for income taxes of approximately $7.9 million on pre-tax income of $17.6 million resulting with an annual effective tax rate of 45.0%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, uncertain tax positions, Internal Revenue Code (“IRC”) Section 382 adjustments, and permanent differences associated with non-deductible officer compensation. In general, permanent book to tax differences have a greater impact on pre-tax income when the income is lower in the given period.
Current wording
For the year ended December 31, 2025, we recorded a benefit from income taxes of approximately $16.0 million on the pre-tax loss of $162.9 million resulting with an annual effective tax rate of 9.8%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, changes in our valuation allowance, uncertain tax positions, and permanent differences associated with non-deductible officer compensation. For the year ended December 31, 2024, we recorded a provision for income taxes of approximately $9.8 million on pre-tax loss of $94.0 million resulting with an annual effective tax rate of (10.4)%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, changes in our valuation allowance, uncertain tax positions, and permanent differences associated with non-deductible officer compensation.
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 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.
Current wording
(b)Broadcast and digital operating income: The radio 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 $140.2 million for the year ended December 31, 2024, compared to approximately $168.4 million for the year ended December 31, 2023, a decrease of approximately $28.2 million or (16.7)%. This decrease was due to lower broadcast and digital operating income at each of our segments except our Radio Broadcasting segment. Our Radio Broadcasting segment generated approximately $39.2 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $34.6 million during the year ended December 31, 2023, of approximately, primarily due to higher political revenues. Reach Media generated approximately $15.5 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $17.9 million during the year ended December 31, 2023, primarily due to lower expenses offset by lower revenue. Our Digital segment generated approximately$18.1 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $20.0 million during the year ended December 31, 2023, primarily due to decrease in net revenues and reduced expenses. Finally, our Cable Television segment generated approximately$67.0 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $95.5 million during the year ended December 31, 2023, with the decrease primarily due to lower net revenues and higher expenses.
Current wording
Broadcast and digital operating income decreased to approximately $92.4 million for the year ended December 31, 2025, compared to approximately$140.2 million for the year ended December 31, 2024, a decrease of approximately$47.7 million or (34.1)%. This decrease was due to lower broadcast and digital operating income at each of our segments except our Cable Television segment. Our Radio Broadcasting segment generated approximately $21.2 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately$39.2 million during the year ended December 31, 2024, primarily due tolower radio and political revenues offset by lower selling, general and administrative expenses. Reach Media generated approximately$1.4 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately$15.5 million during the year ended December 31, 2024, primarily due to lower advertising and political revenues offset by lower programming and technical expenses. Our Digital segment generated approximately$2.4 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately$18.1 million during the year ended December 31, 2024, primarily due tolower digital advertising revenues offset by lower programming and technical and selling, general and administrative expenses. Finally, our Cable Television segment generated approximately$67.5 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately$67.0 million during the year ended December 31, 2024, primarily due to lower programming and technical and selling, general and administrative expenses.
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 and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate development costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA”. Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations”. Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
Current wording
(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate costs, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
Previous wording
The reconciliation of net (loss) income 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
Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. Corporate selling, general and administrative expenses were approximately $50.6 million for the year ended December 31, 2024 compared to approximately $53.6 million for the year ended December 31, 2023, a decrease of approximately $3.0 million. This decrease was primarily driven by lower third-party consultant costs.
Current wording
(1) Corporate selling, general and administrative expenses consists of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.
Previous wording
The reconciliation of net (loss) income 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
(1) Corporate developments costs include professional fees and other nonrecurring items related to the material weakness remediation efforts.
Current wording
(a) Corporate costs primarily include professional fees and other nonrecurring items related to the material weakness remediation efforts.
Previous wording
Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance is approximately $137.6 million as of December 31, 2024. As of December 31, 2024, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity.
Current wording
Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance is approximately $26.4 million as of December 31, 2025. As of December 31, 2025, there were $10.0 million of borrowings outstanding on the Current ABL Facility (as defined below) which has up to $75.0 million in overall capacity (subject to determination with reference to the “Borrowing Base”, as defined in the Current ABL Credit Facility). Subsequent to the drawdown, the Company's borrowing capacity was approximately $40.3 million as of December 31, 2025.
Previous wording
From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.
Current wording
From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are usually retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.
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 year ended December 31, 2024, the Company repurchased 2,850,844 shares of Class A Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $5.0 million at an average price of $1.77 per share. 908,894 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024.
Current wording
During the year ended December 31, 2025, the Company repurchased 85,188 shares of Class A Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $1.3 million, or an average price of $15.77 per share. 90,889 shares of Class A Common Stock that remained in Treasury Stock, at cost as of December 31, 2025. During the year ended December 31, 2024, the Company repurchased 285,084 shares of Class A Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $5.0 million, or an average price of $17.70 per share. 90,889 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024.
Previous wording
During the year ended December 31, 2024, the Company repurchased 1,191,610 shares of Class D common stock under the 2024 Stock Repurchase Program in the amount of approximately $1.4 million at an average price of $1.22 per share. During the year ended December 31, 2024, the Company executed Stock Vest Tax Repurchases of 425,966 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $3.20 per share. After giving effect to the above transactions (with respect to both Class A and Class D common stock), the 2024 Stock Repurchase program has approximately $13.5 million remaining under the authorization. See Note 17 —Stockholders Equity of our consolidated financial statements for further information on our common stock and stock repurchase plan.
Current wording
During the year ended December 31, 2024, the Company repurchased 119,161 shares of Class D Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $1.4 million at an average price of $12.20 per share. During the year ended December 31, 2024, the Company executed Stock Vest Tax Repurchases of 42,597 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $32.00 per share.
Previous wording
On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the "Stock Grant Repurchase Authorization"). During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 2024 the Company repurchased 184,495 shares of Class D Common Stock for approximately $0.3 million at an average price of $1.42 per share. During the year ended December 31, 2023, the Company did not repurchase any shares of Class A or Class D common stock under the Stock Grant Repurchase Authorization. After giving effect to the above transactions, the Stock Grant Repurchase Authorization has approximately $0.2 million remaining shares under the authorization.
Current wording
On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant (the “Stock Grant Repurchase Authorization”). During the year ended December 31, 2025, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 2025 the Company repurchased 9,898 shares of Class D Common Stock for approximately $0.1 million at an average price of $9.80 per share. During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the Stock Grant Repurchase Authorization. During the year ended December 31, 2024, the Company repurchased 18,450 shares of Class D Common Stock for approximately $0.3 million at an average price of $14.20 per share. After giving effect to the above transactions, the Stock Grant Repurchase Authorization has approximately $0.1 million remaining shares under the authorization.
Previous wording
On January 25, 2021, the Company closed on an offering (the “2028 Notes Offering”) of $825.0 million in aggregate principal amount of the 2028 Notes in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. As of December 31, 2024, there were approximately $584.6 million of the 2028 Notes outstanding.
Current wording
On January 25, 2021, the Company closed on an offering of $825.0 million in aggregate principal amount of 7.375% 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. On December 18, 2025, the Company completed, among other transactions, an exchange offer and consent solicitation for the 2028 Notes (the “Exchange Offer and Consent Solicitation”) in connection with a refinancing transaction (the “2025 Refinancing”). As a result of the 2025 Refinancing (as defined in Note 13- Debt), as of December 31, 2025, there were approximately $11.8 million of the 2028 Notes outstanding. See Note 19 - Subsequent Events for additional repurchase of the 2028 Notes.
Previous 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.
Current wording
Prior to the 2025 Refinancing, the 2028 Notes and the guarantees were 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, including the capital stock of each guarantor and (ii) on a second priority basis by collateral securing our asset backed credit facility. However, as a result of the exchange offer and consent solicitation in connection with the 2025 Refinancing, these protections were largely removed from the 2028 Notes.
Previous wording
During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million during the year ended December 31, 2024. During the year ended December 31, 2023, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par. The Company recorded a net gain on retirement of debt of approximately $2.4 million for the year ended December 31, 2023. See Note 15 — Long-Term Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.
Current wording
During the year ended December 31, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par. The Company recorded a net gain on retirement of debt of approximately $44.0 million during the year ended December 31, 2025. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million for the year ended December 31, 2024. See Note 13 - Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.
Previous wording
On February 19, 2021, the Company closed on an asset backed credit facility (the “Current ABL Facility”). The Current ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity. As of December 31, 2024, there were no borrowings outstanding on the Current ABL Facility.
Current wording
On February 19, 2021, the Company closed on an asset backed credit facility (the “2021 ABL Facility”). The 2021 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 2021 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 2021 ABL Facility also provided for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity.
Previous wording
At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, ("LIBOR Loan") (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
Current wording
At the Company’s election, the interest rate on borrowings under the 2021 ABL Facility were based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2021 ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, (“LIBOR Loan”) (as defined in the 2021 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
Previous wording
On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the Current ABL Facility. The Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the fiscal year ended December 31, 2022. Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”).
Current wording
On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the 2021 ABL Facility. The Waiver and Amendment waived certain events of default under the 2021 ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the fiscal year ended December 31, 2022. Additionally, under the Waiver and Amendment, the 2021 ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the 2021 ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the 2021 ABL Facility) would be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended 2021 ABL Facility) (the “SOFR Interest Rate Change”).
Previous wording
Advances under the Current ABL Facility are limited to (a) eighty-five percent (85.0%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Current wording
Advances under the 2021 ABL Facility were limited to (a) eighty-five percent (85.0)% of the amount of Eligible Accounts (as defined in the 2021 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2021 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2021 ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the 2021 ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Previous wording
All obligations under the Current ABL Facility are secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.
Current wording
All obligations under the 2021 ABL Facility were secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2021 ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.
Previous wording
The Current ABL Facility matures on the earlier to occur of (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes. The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
Current wording
The 2021 ABL Facility matured on the earlier to occur of (a) the date that is 5 years from the effective date of the 2021 ABL Facility, and (b) 91 days prior to the maturity of the Company’s then outstanding 2028 Notes. The 2021 ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the 2021 ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
Previous wording
Net cash flows provided by operating activities were approximately $37.5 million and $64.6 million for the years ended December 31, 2024 and 2023, respectively. Cash flow from operating activities for the year ended December 31, 2024, decreased from the prior year primarily due to decreased profitability and higher payments for content, offset by trade accounts receivable collections.
Current wording
Net cash flows provided by operating activities were approximately $4.2 million and $37.5 million for the years ended December 31, 2025 and 2024, respectively. Cash flow from operating activities for the year ended December 31, 2025, decreased from the prior year primarily due to decreased profitability, timing of interest payments on the 2028 Notes due to the 2025 Refinancing and payment of the non-recurring debt refinancing costs.
Previous wording
Net cash flows used in financing activities were approximately$131.8 million and$28.3 million for the years ended December 31, 2024 and 2023, respectively. The increase in net cash flow used in financing activities is driven primarily by the increase in common stock and debt repurchase activity. We repurchased approximately$8.1 million and$1.6 million of our Class A and D Common Stock during the years ended December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company paid approximately$115.6 million and$22.3 million, respectively, to repurchase approximately$140.4 millionand$25.0 million of our 2028 Notes.
Current wording
Net cash flows used in financing activities were approximately $105.1 million and $131.8 million for the years ended December 31, 2025 and 2024, respectively. The decrease in net cash flow used in financing activities is driven primarily by the decrease in common stock and debt repurchase activity. We repurchased approximately $2.8 million and $8.1 million of our Class A and D Common Stock during the years ended December 31, 2025 and 2024, respectively.
Previous wording
On a continuing basis, Standard and Poor’s, Moody’s Investor Services and other rating agencies may evaluate our indebtedness in order to assign a credit rating. Our corporate credit ratings by Standard & Poor’s Rating Services and Moody’s Investors Service are speculative-grade and have been downgraded and upgraded at various times during the last several years. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively impact our business operations.
Current wording
On a continuing basis, Standard and Poor’s and other rating agencies may evaluate our indebtedness in order to assign a credit rating. Our corporate credit ratings by Standard & Poor’s Rating Services are speculative-grade and have been downgraded and upgraded at various times during the last several years. Reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us, or increase our cost of doing business or otherwise negatively impact our business operations.
Previous wording
Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations.
Current wording
Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations. The Company assesses our goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a business one level below that operating segment if discrete financial information is available. We account for goodwill and broadcasting licenses under Accounting Standards Codification (“ASC”) 350, “Intangibles – Goodwill and Other”, (“ASC 350”) which requires the Company to test goodwill at the reporting unit level on October 1 of each year, or more frequently when events or circumstances indicate that impairment may have occurred.
Previous wording
We believe our estimate of the fair value of our reporting units, radio broadcasting licenses and TV One Trade Name are critical accounting estimates as the value is significant in relation to our total assets, and our estimate of the value uses judgmental assumptions that incorporate variables based on past experiences and expectations about future operating performance. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and estimates and market factors. While we believe we have made reasonable estimates and assumptions to calculate the fair values, changes in any one estimate, assumption or a combination of estimates and assumptions, or changes in certain events or circumstances (including uncontrollable events and circumstances resulting from continued deterioration in the economy or credit markets) could require us to assess recoverability of our trade name, radio broadcasting licenses, and goodwill at times other than our annual October 1 assessments, and could result in changes to our estimated fair values and further write-downs to the carrying values of these assets. Impairment charges are non-cash in nature, and as with current and past impairment charges, any future impairment charges will not impact our cash needs or liquidity or our bank ratio covenant compliance.
Current wording
We believe our estimates of the fair value of our reporting units are critical accounting estimates as the value is significant in relation to our total assets, and our estimate of the value uses judgmental assumptions that incorporate variables based on past experiences and expectations about future operating performance. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and estimates and market factors. While we believe we have made reasonable estimates and assumptions to calculate the fair values, changes in any one estimate, assumption or a combination of estimates and assumptions, or changes in certain events or circumstances (including uncontrollable events and circumstances resulting from continued deterioration in the economy or credit markets) could require us to assess recoverability of our trade name, radio broadcasting licenses, and goodwill at times other than our annual October 1 assessments, and could result in changes to our estimated fair values and further write-downs to the carrying values of these assets. Impairment charges are non-cash in nature, and as with current and past impairment charges, any future impairment charges will not impact our cash needs or liquidity or our bank ratio covenant compliance.
Previous wording
The following table presents sensitivity analysis for the iOne reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal growth rate, operating profit margin, discount rate, 5% and 10% reduction in fair value of the iOne reporting unit which the Company has determined to be a significant assumption impacting the impairment:
Current wording
The following table presents sensitivity analysis for the Digital reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and 10% reduction in fair value of the Digital reporting unit.
Previous wording
The following table presents sensitivity analysis for the TV One reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal growth rate, operating profit margin, discount rate, 5% and 10% reduction in fair value of the TV One reporting unit which the Company has determined to be a significant assumption impacting the impairment:
Current wording
The following table presents sensitivity analysis for the Reach Media reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and 10% reduction in fair value of the Reach Media reporting unit:
Showing the first 40 of 52 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
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 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.
Current report — wording carried from elsewhere
(2) Includes interest obligations based on effective interest rates on senior secured notes outstanding as of December 31, 2025. Interest is payable semi-annually in arrears on February 1 and August 1 of each year.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
Corporate selling, general and administrative, excluding stock-based compensation
Previous report — wording carried elsewhere
Net income attributable to non-controlling interests
Previous report — wording carried elsewhere
We account for goodwill and broadcasting licenses under Accounting Standards Codification (“ASC”) 350, “Intangibles – Goodwill and Other”, (“ASC 350”) which requires the Company to test goodwill at the reporting unit level and radio broadcasting licenses and TV One Trade Name at the accounting unit level for impairment annually or whenever events or circumstances indicate that impairment may exist.
Previous report — wording carried elsewhere
The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity. As of each of December 31, 2024 and 2023, there was no balance outstanding on the Current ABL Facility.