Urban One, Inc. Reports Second Quarter 2024 Results

SILVER SPRING, Md., Aug. 8, 2024 /PRNewswire/ -- Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the quarter ended June 30, 2024. For the three months ended June 30, 2024, net revenues were approximately $117.7 million, a decrease of 9.2% from the same period in 2023. The Company reported operating loss of approximately $60.4 million for the three months ended June 30, 2024, compared to operating income of approximately $9.7 million for the three months ended June 30, 2023. Broadcast and digital operating income¹ was approximately $34.2 million, a decrease of 27.7% from the same period in 2023. Net loss was approximately $45.4 million or $(0.94) per share (basic) compared to income of $70.4 million or $1.48 per share (basic) for the same period in 2023. Adjusted EBITDA² was approximately $28.4 million for the three months ended June 30, 2024, compared to approximately $37.5 million for the same period in 2023.

Alfred C. Liggins, III, Urban One's CEO and President stated, "On a same station basis our radio division finished Q2 -5.6% excluding political, and -3.0% with political. We saw a sequential improvement in national revenues vs. Q1, which was offset by weaker local revenues. Q3 core radio revenue is currently pacing down 6.9% on a same station basis, down 5.1% including political, and up 7.0% overall. We are starting to see a significant uptick in political advertising revenues, and remain optimistic for the remainder of the year, which should benefit both our radio and digital divisions. Our Cable TV business continues to suffer from subscriber churn and audience delivery shortfall, impacting both advertising and affiliate revenues, although we are seeing a bounce-back in ratings and delivery in Q3. Our digital business experienced weaker advertising demand than prior year, but remains well positioned for the second half of the year, particularly with political and CTV advertising. During Q2 we repurchased an additional $35.5 million of our 2028 notes at 78.0%, and we ended the quarter with approximately $132.4 million of cash."

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(unaudited)				(unaudited)
STATEMENT OF OPERATIONS	(in thousands, except share data)				(in thousands, except share data)
NET REVENUES	$ 117,744		$ 129,652		$ 222,154		$ 239,521
OPERATING EXPENSES
Programming and technical, excluding stock-based compensation	33,256		32,547		65,915		66,401
Selling, general and administrative, excluding stock-based compensation	50,292		49,777		90,029		86,492
Corporate selling, general and administrative, excluding stock-based compensation	9,787		11,385		25,679		19,915
Stock-based compensation	1,079		2,321		2,463		5,598
Depreciation and amortization	2,993		1,886		4,843		4,483
Impairment of goodwill, intangible assets, and long-lived assets	80,758		22,081		80,758		38,856
Total operating expenses	178,165		119,997		269,687		221,745
Operating (loss) income	(60,421)		9,655		(47,533)		17,776
INTEREST INCOME	1,777		1,898		3,775		2,232
INTEREST EXPENSE	12,404		13,972		25,402		28,040
GAIN ON RETIREMENT OF DEBT	7,425		-		15,299		2,356
Other income, net	14		96,773		900		96,460
(Loss) income before (benefit from) provision for income taxes and non-controlling interest in income of subsidiaries	(63,609)		94,354		(52,961)		90,784
(BENEFIT FROM) PROVISION FOR INCOME TAXES	(18,512)		23,197		(16,010)		22,037
Net (loss) income from consolidated operations	(45,097)		71,157		(36,951)		68,747
Loss from unconsolidated joint venture	-		-		(411)		-
NET (LOSS) INCOME	(45,097)		71,157		(37,362)		68,747
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	334		791		576		1,303
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (45,431)		$ 70,366		$ (37,938)		$ 67,444
Weighted average shares outstanding - basic3	48,483,639		47,629,163		48,434,513		47,514,722
Weighted average shares outstanding - diluted4	48,483,639		50,616,435		48,434,513		50,373,714

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
PER SHARE DATA - basic and diluted:	(unaudited)				(unaudited)
	(in thousands, except per share data)				(in thousands, except per share data)
Net (loss) income attributable to common stockholders (basic)	(0.94)		1.48		(0.78)		1.42
Net (loss) income attributable to common stockholders (diluted)	(0.94)		1.39		(0.78)		1.34
SELECTED OTHER DATA
Broadcast and digital operating income 1	$ 34,196		$ 47,328		$ 66,210		$ 86,628
Broadcast and digital operating income reconciliation:
Net (loss) income attributable to common stockholders	$ (45,431)		$ 70,366		$ (37,938)		$ 67,444
Add back/(deduct) certain non-broadcast and digital operating income items included in net (loss) income:
Interest income	(1,777)		(1,898)		(3,775)		(2,232)
Interest expense	12,404		13,972		25,402		28,040
(Benefit from) provision for income taxes	(18,512)		23,197		(16,010)		22,037
Corporate selling, general and administrative expenses	9,787		11,385		25,679		19,915
Stock-based compensation	1,079		2,321		2,463		5,598
Gain on retirement of debt	(7,425)		-		(15,299)		(2,356)
Other income, net	(14)		(96,773)		(900)		(96,460)
Loss from unconsolidated joint venture	-		-		411		-
Depreciation and amortization	2,993		1,886		4,843		4,483
Net income attributable to non-controlling interests	334		791		576		1,303
Impairment of goodwill, intangible assets, and long-lived assets	80,758		22,081		80,758		38,856
Broadcast and digital operating income	$ 34,196		$ 47,328		$ 66,210		$ 86,628
Adjusted EBITDA2	$ 28,415		$ 37,504		$ 49,958		$ 67,790
Adjusted EBITDA reconciliation:
Net (loss) income attributable to common stockholders	$ (45,431)		$ 70,366		$ (37,938)		$ 67,444
Interest income	(1,777)		(1,898)		(3,775)		(2,232)
Interest expense	12,404		13,972		25,402		28,040
(Benefit from) provision for income taxes	(18,512)		23,197		(16,010)		22,037
Depreciation and amortization	2,993		1,886		4,843		4,483
EBITDA	$ (50,323)		$ 107,523		$ (27,478)		$ 119,772
Stock-based compensation	1,079		2,321		2,463		5,598
Gain on retirement of debt	(7,425)		-		(15,299)		(2,356)
Other income, net	(14)		(96,773)		(900)		(96,460)
Loss from unconsolidated joint venture	-		-		411		-
Net income attributable to non-controlling interests	334		791		576		1,303
Corporate costs related to remediation efforts	4,167		3,099		9,524		2,723
Employment Agreement Award and other compensation	-		(1,674)		-		(1,818)
Severance-related costs	516		136		580		287
Impairment of goodwill, intangible assets, and long-lived assets	80,758		22,081		80,758		38,856
Investment expense from MGM National Harbor	-		-		-		(115)
Other nonrecurring expenses	(677)		-		(677)		-
Adjusted EBITDA	$ 28,415		$ 37,504		$ 49,958		$ 67,790

	June 30, 2024		December 31, 2023
	(in thousands)
	(unaudited)
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents and restricted cash	$ 132,372		$ 233,570
Intangible assets, net	562,642		645,979
Total assets	1,019,625		1,211,173
Total debt (including current portion, net of issuance costs)	607,865		716,246
Total liabilities	771,179		920,588
Total stockholders' equity	239,375		274,065
Redeemable non-controlling interests	9,071		16,520
	June 30, 2024		Applicable Interest Rate
	(in thousands)
SELECTED LEVERAGE DATA:
7.375% senior secured notes due February 2028, net of issuance costs of approximately $6.6 million (fixed rate)	$ 607,865		7.375 %

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to Urban One at the time of this release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Urban One's control, which may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in Urban One's reports on Forms 10-K, 10-K/A, 10-Q, 10-Q/A, 8-K and other filings with the Securities and Exchange Commission (the "SEC"). Urban One does not undertake any duty to update any forward-looking statements.

During the three months ended June 30, 2024, we recognized approximately $117.7 million in net revenues compared to approximately $129.7 million during the three months ended June 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $42.0 million of revenues from our radio broadcasting segment during the three months ended June 30, 2024, compared to approximately $39.2 million during the three months ended June 30, 2023, an increase of approximately $2.8 million. This increase was primarily due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national advertising. We recognized approximately $18.9 million of revenues from our Reach Media segment during the three months ended June 30, 2024, compared to approximately $20.1 million for the three months ended June 30, 2023, a decrease of approximately $1.2 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $15.9 million of revenues from our digital segment during the three months ended June 30, 2024, compared to approximately $18.9 million for the three months ended June 30, 2023, a decrease of approximately $3.0 million. The decrease was primarily driven by a decrease in national markets digital sales and lower demand from the Company's advertisers. We recognized approximately $41.5 million of revenues from our cable television segment during the three months ended June 30, 2024, compared to approximately $52.4 million for the three months ended June 30, 2023, a decrease of approximately $10.9 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the consistent churn in subscribers.

The following charts indicates the sources of our net revenues for the three and six months ended June 30, 2024:

	Three Months Ended June 30,
	2024		2023		$ Change		% Change
	(Unaudited)
	(in thousands)
Net Revenues:
Radio Advertising	$ 45,421		$ 45,135		$ 286		0.6 %
Political Advertising	2,152		410		1,742		424.9
Digital Advertising	15,529		18,861		(3,332)		-17.7
Cable Television Advertising	22,170		30,247		(8,077)		-26.7
Cable Television Affiliate Fees	19,315		22,184		(2,869)		-12.9
Event Revenues & Other	13,157		12,815		342		2.7
Net Revenues (as reported)	$ 117,744		$ 129,652		$ (11,908)		-9.2 %
	Six Months Ended June 30,
	2024		2023		$ Change		% Change
	(Unaudited)
	(in thousands)
Net Revenues:
Radio Advertising	$ 86,761		$ 88,242		$ (1,481)		-1.7 %
Political Advertising	3,388		658		2,730		414.9
Digital Advertising	29,475		33,932		(4,457)		-13.1
Cable Television Advertising	47,535		56,069		(8,534)		-15.2
Cable Television Affiliate Fees	40,103		46,020		(5,917)		-12.9
Event Revenues & Other	14,892		14,600		292		2.0
Net Revenues (as reported)	$ 222,154		$ 239,521		$ (17,367)		-7.3 %

Operating expenses, excluding depreciation and amortization, stock-based compensation, and impairment of goodwill, intangible assets and long-lived assets, were approximately $93.3 million for the three months ended June 30, 2024, down 0.4% from the approximately $93.7 million for the comparable period in 2023. The overall decrease in operating expense was primarily due to a non-cash benefit related to change in fair value of the Employment Agreement Award liability, offset by higher third-party consulting and audit expenses.

Depreciation and amortization expense was approximately $3.0 million for the three months ended June 30, 2024, compared to approximately $1.9 million for the three months ended June 30, 2023, an increase of approximately $1.1 million due to additional depreciation on leasehold improvements and asset retirement obligation assets during the three months ended June 30, 2024.

Impairment of goodwill, intangible assets and long-lived assets was approximately $80.8 million during the three months ended June 30, 2024, compared to $22.1 million for the three months ended June 30, 2023. The impairment loss of $80.8 million in the second quarter 2024 was entirely associated with the impairment of broadcasting licenses within the radio broadcasting segment. The primary factors leading to the impairments were a decline in projected gross market revenues and operating profits and an increase in discount rate.

Interest income was approximately $1.8 million for the three months ended June 30, 2024, compared to $1.9 million for the three months ended June 30, 2023. The decrease was driven by lower cash and cash equivalents balances in the three months ended June 30, 2024, than in the corresponding period in 2023.

Interest expense was approximately $12.4 million for the three months ended June 30, 2024, compared to approximately $14.0 million for the three months ended June 30, 2023, a decrease of approximately $1.6 million. The decrease was due to lower overall debt balances outstanding. During the three months ended June 30, 2024, the Company repurchased approximately $35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately $7.4 million.

Other income, net, was approximately $0.0 million for the three months ended June 30, 2024, compared to $96.8 million for the three months ended June 30, 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 three months ended June 30, 2023.

For the three months ended June 30, 2024, we recorded a benefit from income taxes of approximately $18.5 million. This amount is based on the actual effective tax rate of 29.1%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes. For the three months ended June 30, 2023, we recorded a provision for income taxes of approximately $23.2 million on pre-tax income from consolidated operations of approximately $94.4 million which results in an effective tax rate of 24.6%. This rate includes $23.9 million of discrete tax expense primarily related to the gain on our MGM investment.

Other pertinent financial information includes capital expenditures of approximately $2.2 million and $2.1 million for the three months ended June 30, 2024 and 2023, respectively.

During the three months ended June 30, 2024, the Company repurchased 449,277 shares of Class A Common Stock in the amount of approximately $0.9 million at an average price of $2.06 per share and repurchased 113,283 shares of Class D Common Stock in the amount of approximately $0.2 million at an average price of $1.57 per share. During the three months ended June 30, 2023, the Company did not repurchase any shares of Class A Common Stock and repurchased 18,459 shares of Class D Common Stock in the amount of approximately $0.1 million at an average price of $6.00 per share.

Supplemental Financial Information:

For comparative purposes, the following more detailed, unaudited statements of operations for the three and six months ended June 30, 2024 are included.

		Three Months Ended June 30, 2024
		(in thousands, unaudited)
		Consolidated		Radio Broadcasting		Reach Media		Digital		Cable Television		All Other - Corporate/ Eliminations
STATEMENT OF OPERATIONS:
NET REVENUES		$ 117,744		$ 41,999		$ 18,929		$ 15,887		$ 41,497		$ (568)
OPERATING EXPENSES:
Programming and technical		33,256		11,436		3,641		3,520		14,913		(254)
Selling, general and administrative		50,292		19,747		10,963		9,438		10,580		(436)
Corporate selling, general and administrative		9,787		-		649		6		1,582		7,550
Stock-based compensation		1,079		115		21		41		228		674
Depreciation and amortization		2,993		2,079		40		397		176		301
Impairment of goodwill, intangible assets, and long-lived assets		80,758		80,758		-		-		-		-
Total operating expenses		178,165		114,135		15,314		13,402		27,479		7,835
Operating (loss) income		(60,421)		(72,136)		3,615		2,485		14,018		(8,403)
INTEREST INCOME		1,777		-		-		-		-		1,777
INTEREST EXPENSE		12,404		58		-		-		-		12,346
GAIN ON RETIREMENT OF DEBT		7,425		-		-		-		-		7,425
OTHER INCOME, net		14		1		-		-		-		13
(Loss) income before income from consolidated operations before (benefit from) provision for income taxes		(63,609)		(72,193)		3,615		2,485		14,018		(11,534)
(BENEFIT FROM) PROVISION FOR INCOME TAXES		(18,512)		(18,057)		624		(652)		2,766		(3,193)
NET (LOSS) INCOME		(45,097)		(54,136)		2,991		3,137		11,252		(8,341)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS		334		-		-		-		-		334
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS		$ (45,431)		$ (54,136)		$ 2,991		$ 3,137		$ 11,252		$ (8,675)
Adjusted EBITDA2		$ 28,415		$ 10,570		$ 3,684		$ 2,923		$ 14,511		$ (3,273)

	Three Months Ended June 30, 2023
	(in thousands, unaudited)
	Consolidated		Radio Broadcasting		Reach Media		Digital		Cable Television		All Other - Corporate/ Eliminations
STATEMENT OF OPERATIONS:
NET REVENUES	$ 129,652		$ 39,196		$ 20,052		$ 18,908		$ 52,430		$ (934)
OPERATING EXPENSES:
Programming and technical	32,547		10,524		3,974		3,513		14,919		(383)
Selling, general and administrative	49,777		18,786		10,857		9,265		11,602		(733)
Corporate selling, general and administrative	11,385		-		619		-		1,849		8,917
Stock-based compensation	2,321		114		174		40		231		1,762
Depreciation and amortization	1,886		888		40		364		251		343
Impairment of goodwill, intangible assets, and long-lived assets	22,081		22,081		-		-		-		-
Total operating expenses	119,997		52,393		15,664		13,182		28,852		9,906
Operating income (loss)	9,655		(13,197)		4,388		5,726		23,578		(10,840)
INTEREST INCOME	1,898		-		-		-		-		1,898
INTEREST EXPENSE	13,972		56		-		-		640		13,276
OTHER INCOME (LOSS), net	96,773		(67)		-		-		-		96,840
Income (loss) before income from consolidated operations before provision for (benefit from) income taxes	94,354		(13,320)		4,388		5,726		22,938		74,622
PROVISION FOR (BENEFIT FROM) INCOME TAXES	23,197		(5,160)		1,289		-		6,633		20,435
NET INCOME (LOSS)	71,157		(8,160)		3,099		5,726		16,305		54,187
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	791		-		-		-		-		791
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 70,366		$ (8,160)		$ 3,099		$ 5,726		$ 16,305		$ 53,396
Adjusted EBITDA2	$ 37,504		$ 9,997		$ 4,602		$ 6,156		$ 24,060		$ (7,311)

	Six Months Ended June 30, 2024
	(in thousands, unaudited)
	Consolidated		Radio Broadcasting		Reach Media		Digital		Cable Television		All Other - Corporate/ Eliminations
STATEMENT OF OPERATIONS:
NET REVENUES	$ 222,154		$ 78,350		$ 27,401		$ 29,854		$ 87,723		$ (1,174)
OPERATING EXPENSES:
Programming and technical	65,915		22,765		7,125		7,023		29,513		(511)
Selling, general and administrative	90,029		38,142		13,405		16,897		22,698		(1,113)
Corporate selling, general and administrative	25,679		-		1,377		7		3,491		20,804
Stock-based compensation	2,463		237		50		83		787		1,306
Depreciation and amortization	4,843		2,962		82		814		301		684
Impairment of goodwill, intangible assets, and long-lived assets	80,758		80,758		-		-		-		-
Total operating expenses	269,687		144,864		22,039		24,824		56,790		21,170
Operating (loss) income	(47,533)		(66,514)		5,362		5,030		30,933		(22,344)
INTEREST INCOME	3,775		-		-		-		-		3,775
INTEREST EXPENSE	25,402		117		-		-		-		25,285
GAIN ON RETIREMENT OF DEBT	15,299		-		-		-		-		15,299
OTHER INCOME, net	900		1		-		-		-		899
Income (loss) before income from consolidated operations before (benefit from) provision for income taxes	(52,961)		(66,630)		5,362		5,030		30,933		(27,656)
(BENEFIT FROM) PROVISION FOR INCOME TAXES	(16,010)		(20,079)		1,172		(1,222)		6,864		(2,745)
Net (loss) income from consolidated operations	(36,951)		(46,551)		4,190		6,252		24,069		(24,911)
LOSS FROM UNCONSOLIDATED JOINT VENTURE, net of tax	(411)		-		-		-		-		(411)
NET (LOSS) INCOME	(37,362)		(46,551)		4,190		6,252		24,069		(25,322)
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	576		-		-		-		-		576
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ (37,938)		$ (46,551)		$ 4,190		$ 6,252		$ 24,069		$ (25,898)
Adjusted EBITDA2	$ 49,958		$ 17,270		$ 5,493		$ 5,927		$ 32,110		$ (10,842)

	Six Months Ended June 30, 2023
	(in thousands, unaudited)
	Consolidated		Radio Broadcasting		Reach Media		Digital		Cable Television		All Other - Corporate/ Eliminations
STATEMENT OF OPERATIONS:
NET REVENUES	$ 239,521		$ 74,376		$ 30,968		$ 33,979		$ 102,108		$ (1,910)
OPERATING EXPENSES:
Programming and technical	66,401		20,856		8,006		6,948		31,358		(767)
Selling, general and administrative	86,492		34,727		13,575		17,139		22,421		(1,370)
Corporate selling, general and administrative	19,915		-		1,337		1		3,647		14,930
Stock-based compensation	5,598		289		443		80		558		4,228
Depreciation and amortization	4,483		1,805		79		701		1,216		682
Impairment of goodwill, intangible assets, and long-lived assets	38,856		38,856		-		-		-		-
Total operating expenses	221,745		96,533		23,440		24,869		59,200		17,703
Operating income (loss)	17,776		(22,157)		7,528		9,110		42,908		(19,613)
INTEREST INCOME	2,232		-		-		-		-		2,232
INTEREST EXPENSE	28,040		111		-		-		2,559		25,370
GAIN ON RETIREMENT OF DEBT	2,356		-		-		-		-		2,356
OTHER INCOME (LOSS), net	96,460		(67)		-		-		-		96,527
Income (loss) before income from consolidated operations before provision for (benefit from) income taxes	90,784		(22,335)		7,528		9,110		40,349		56,132
PROVISION FOR (BENEFIT FROM) INCOME TAXES	22,037		(6,919)		2,033		-		11,219		15,704
NET INCOME (LOSS)	68,747		(15,416)		5,495		9,110		29,130		40,428
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	1,303		-		-		-		-		1,303
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 67,444		$ (15,416)		$ 5,495		$ 9,110		$ 29,130		$ 39,125
Adjusted EBITDA2	$ 67,790		$ 19,018		$ 8,059		$ 9,917		$ 44,682		$ (13,886)

Urban One, Inc. will hold a conference call to discuss its results for the second fiscal quarter of 2024. The conference call is scheduled for Thursday, August 8, 2024 at 10:00 a.m. EDT. To participate on this call, U.S. callers may dial toll-free 1-877-226-8189; international callers may dial direct ([phone]. The Access Code is 9822633.

A replay of the conference call will be available from 5:00 p.m. EDT August 8, 2024 until 12:00 a.m. EDT August 15, 2024. Callers may access the replay by calling 1-866-207-1041; international callers may dial direct ([phone]. The replay Access Code is 1733886.

Access to live audio and a replay of the conference call will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for seven days after the call.

Urban One Inc. (urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 59 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform, and inspire a diverse audience of adult Black viewers. As of August 09, 2024, we owned and/or operated 72 independently formatted, revenues producing broadcast stations (including 57 FM or AM stations, 13 HD stations, and the 2 low power television stations) branded under the trade name "Radio One" in 13 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, and the DL Hughley Show. In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African American and urban audiences.

Notes:
1	"Broadcast and digital operating income": The radio broadcasting industry commonly refers to "station operating income" which consists of net income (loss) before depreciation and amortization, income taxes, interest expense, interest income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill, intangible assets, and long-lived assets and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term "broadcast and digital operating income." Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill, intangible assets, and long-lived assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to "station operating income" or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.
2	"Adjusted EBITDA": Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill, intangible assets, and long-lived assets, stock-based compensation, (gain) loss on retirement of debt, corporate costs, severance-related costs, investment income, loss from unconsolidated joint venture, less (2) other income, net and interest income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as "EBITDA." Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company's operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill, intangible assets, and long-lived assets or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (radio broadcasting, Reach Media, digital and cable television). Business activities unrelated to these four segments are included in an "all other" category which the Company refers to as "All other - corporate/eliminations." Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
3	For the three months ended June 30, 2024 and 2023, Urban One had 48,483,639 and 47,629,163 shares of common stock outstanding on a weighted average basis (basic), respectively. For the six months ended June 30, 2024 and 2023, Urban One had 48,434,513 and 47,514,722 shares of common stock outstanding on a weighted average basis (basic), respectively.
4	For the three months ended June 30, 2024 and 2023, Urban One had 48,483,639 and 50,616,435 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively. For the six months ended June 30, 2024 and 2023, Urban One had 48,434,513 and 50,373,714 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.

SOURCE Urban One, Inc.