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What changed in URBAN ONE, INC.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of URBAN ONE, INC.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+304 added−363 removedSource: 10-K (2024-06-07) vs 10-K (2023-06-30)

Top changes in URBAN ONE, INC.'s 2023 10-K

304 paragraphs added · 363 removed · 217 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

45 edited+15 added−9 removed75 unchanged
Biggest changeChanges in the programming of our HD stations or translators may alter our station count from time to time. ** Low power television station ​ ​ ​ ​ ​ ​ ​ ​ Market Rank Metro ​ ​ Market ​ Population 2022 ​ Format ​ Target Demo Atlanta 7 ​ ​ ​ ​ ​ ​ ​ WAMJ/WUMJ Urban AC 25-54 WHTA Urban Contemporary 18-34 WPZE Contemporary Inspirational 25-54 WAMJ-HD-2 Urban Contemporary 25-54 ​ ​ ​ ​ ​ ​ ​ Baltimore 23 ​ ​ ​ ​ ​ ​ ​ WERQ Urban Contemporary 18-34 WOLB News/Talk 35-64 9 Table of Contents WWIN-FM Urban AC 25-54 WWIN-AM Gospel 35-64 WLIF-HD-2 Contemporary Inspirational 25-54 ​ ​ ​ ​ ​ ​ ​ Charlotte 21 ​ ​ ​ ​ ​ ​ ​ WPZS Contemporary Inspirational 25-54 WOSF Urban AC / Old School 25-54 WOSF-HD2 Urban Contemporary 18-34 WBT-AM News Talk 25-54 WBT-FM News Talk 25-54 WFNZ Sports Talk 25-54 WLNK Hot Adult Contemporary 25-54 ​ ​ ​ ​ ​ ​ ​ Cincinnati 33 ​ ​ ​ ​ ​ ​ ​ WIZF Urban Contemporary 18-34 WOSL Urban AC / Old School 25-54 WDBZ-AM Talk 35-64 WIZF-HD3 ​ ​ ​ Hispanic ​ 25-54 ​ ​ ​ ​ ​ ​ ​ Cleveland 35 ​ ​ ​ ​ ​ ​ ​ WENZ Urban Contemporary 18-34 WERE-AM News/Talk 35-64 WJMO-AM Contemporary Inspirational 35-64 WZAK Urban AC 25-54 WENZ-HD-2 Contemporary Inspirational 35-64 ​ ​ ​ ​ ​ ​ ​ Columbus 36 ​ ​ ​ ​ ​ ​ ​ WCKX Urban Contemporary 18-34 WXMG Urban AC 25-54 WHTD Urban Contemporary 18-34 WJYD Contemporary Inspirational 25-54 WWLG Hispanic 25-54 WQMC-TV Television 25-54 ​ ​ ​ ​ ​ ​ ​ Dallas 5 ​ ​ ​ ​ ​ ​ ​ KBFB Urban Contemporary 18-34 KZJM Urban Contemporary 25-54 ​ ​ ​ ​ ​ ​ ​ Houston 6 ​ ​ ​ ​ ​ ​ ​ KBXX Urban Contemporary 18-34 KMJQ Urban AC 25-54 KROI Contemporary Inspirational 18-34 ​ ​ ​ ​ ​ ​ ​ Indianapolis 38 ​ ​ ​ ​ ​ ​ ​ WTLC-FM Urban AC 25-54 WHHH Urban Contemporary 18-34 WTLC-AM Contemporary Inspirational 35-64 10 Table of Contents WIBC ​ ​ ​ News Talk ​ 25-54 WHHH-HD2, HD3 Regional Mexican 25-54 WLHK ​ ​ ​ Country ​ 25-54 WIBC-HD2 ​ ​ ​ Sports Talk ​ 25-54 WYXB ​ ​ ​ Adult Contemporary ​ 25-54 WDNI-TV Television 25-54 ​ ​ ​ ​ ​ ​ ​ Philadelphia 9 ​ ​ ​ ​ ​ ​ ​ WPPZ Adult Contemporary 25-54 WRNB Mainstream Urban 25-54 WPPZ-HD2 Contemporary Inspirational 25-54 WRNB-HD2 Urban AC 25-54 ​ ​ ​ ​ ​ ​ ​ Raleigh 37 ​ ​ ​ ​ ​ ​ ​ WFXC/WFXK Urban AC 25-54 WQOK Urban Contemporary 18-34 WNNL Contemporary Inspirational 25-54 ​ ​ ​ ​ ​ ​ ​ Richmond 53 ​ ​ ​ ​ ​ ​ ​ WKJS/WKJM Urban AC 25-54 WCDX Urban Contemporary 18-34 WPZZ Contemporary Inspirational 25-54 WXGI-AM/WTPS-AM Classic Hip Hop 25-54 ​ ​ ​ ​ ​ ​ ​ Washington DC 8 ​ ​ ​ ​ ​ ​ ​ WKYS Urban Contemporary 18-34 WMMJ/WDCJ Urban AC 25-54 WPRS Contemporary Inspirational 25-54 WOL-AM News/Talk 35-64 WYCB-AM Gospel 35-64 ​ AC-refers to Adult Contemporary CHR-refers to Contemporary Hit Radio Pop-refers to Popular Music Old School - refers to Old School Hip/Hop For the year ended December 31, 2022, approximately 32.3% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media.
Biggest changeChanges in the programming of our HD stations or translators may alter our station count from time to time. ** Low power television station ​ ​ ​ ​ ​ ​ ​ ​ Market Rank Metro ​ ​ Market ​ Population 2023 ​ Format ​ Target Demo Atlanta 7 ​ ​ ​ ​ ​ ​ ​ ​ ​ WAMJ/WUMJ ​ Urban AC 25-54 WHTA ​ Urban Contemporary 18-34 WPZE ​ Contemporary Inspirational 25-54 WAMJ-HD2 ​ Urban Contemporary 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Washington DC ​ 8 ​ ​ ​ ​ ​ ​ ​ ​ WKYS ​ Urban Contemporary 18-34 WMMJ/WDCJ ​ Urban AC 25-54 WPRS ​ Contemporary Inspirational 25-54 WOL-AM ​ News/Talk 35-64 WYCB-AM ​ ​ ​ Gospel ​ 35-64 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Philadelphia 9 ​ ​ ​ ​ ​ ​ WPPZ ​ Adult Contemporary 25-54 WRNB ​ Urban Contemporary 25-54 WPPZ-HD2 ​ Contemporary Inspirational 25-54 8 Table of Contents WRNB-HD2 ​ Urban AC 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Houston 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ KBXX ​ Urban Contemporary 18-34 KMJQ ​ Urban AC 25-54 KKBQ ​ Country 25-54 KGLK/KHPT ​ ​ ​ Classic Rock ​ 25-54 KMJQ HD2 ​ ​ ​ Contemporary Inspirational ​ 25-54 WGLK HD2 ​ Variety 80s/90s 25-54 KKBQ HD 2 ​ ​ ​ Country Legends ​ 25-54 KKBQ HD 3 ​ Texas Country 25-54 ​ ​ ​ ​ Dallas 5 ​ ​ ​ ​ ​ ​ KBFB ​ Urban Contemporary 18-34 KZMJ ​ ​ ​ Urban Contemporary ​ 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Baltimore 23 ​ ​ ​ ​ ​ ​ WERQ ​ Urban Contemporary 18-34 WOLB ​ News/Talk 35-64 WWIN-FM ​ Urban AC 25-54 WWIN-AM ​ Gospel 35-64 WLIF-HD2 ​ ​ ​ Contemporary Inspirational ​ 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charlotte 21 ​ ​ ​ ​ ​ ​ WPZS ​ ​ ​ Contemporary Inspirational ​ 25-54 WOSF ​ Urban AC / Old School 25-54 WOSF-HD2 ​ ​ ​ Urban Contemporary ​ 18-34 WBT AM/FM ​ News Talk 25-54 WFNZ ​ Sports Talk 25-54 WLNK ​ Hot Adult Contemporary 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cincinnati ​ 33 ​ ​ ​ ​ ​ ​ ​ ​ WIZF ​ Urban Contemporary 18-34 WOSL ​ Urban AC / Old School 25-54 WDBZ-AM ​ ​ ​ Talk ​ 35-64 WIZF-HD3 ​ Hispanic 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cleveland ​ 35 ​ ​ ​ ​ ​ ​ ​ ​ WENZ ​ ​ ​ Urban Contemporary ​ 18-34 WERE-AM ​ News/Talk 35-64 WJMO-AM ​ ​ ​ Contemporary Inspirational ​ 35-64 WZAK ​ Urban AC 25-54 WENZ-HD2 ​ Contemporary Inspirational 25-54 9 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ Columbus ​ 36 ​ ​ ​ ​ ​ ​ ​ ​ WCKX/WHTD ​ ​ ​ Urban Contemporary ​ 18-34 WXMG ​ Urban AC 25-54 WJYD ​ Contemporary Inspirational 25-54 WWLG ​ Hispanic 25-54 WQMC-TV ​ ​ ​ Television ​ 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Raleigh ​ 37 ​ ​ ​ ​ ​ ​ ​ ​ WFXC/WFXK ​ Urban AC 25-54 WQOK ​ Urban Contemporary 18-34 WNNL ​ Contemporary Inspirational 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indianapolis ​ 38 ​ ​ ​ ​ ​ ​ ​ ​ WTLC-FM ​ Urban AC 25-54 WHHH ​ Urban Contemporary 18-34 WTLC-AM ​ Contemporary Inspirational 35-64 WIBC ​ News Talk 25-54 WHHH-HD2/HD3 ​ ​ ​ Regional Mexican ​ 25-54 WLHK ​ ​ ​ Country ​ 25-54 WIBC-HD2 ​ ​ ​ Sports Talk ​ 25-54 WYXB ​ ​ ​ Adult Contemporary ​ 25-54 WDNI-TV ​ ​ ​ Television ​ 25-54 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond ​ 53 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ WKJS/WKJM ​ ​ ​ Urban AC ​ 25-54 WCDX ​ ​ ​ Urban Contemporary ​ 18-34 WPZZ ​ ​ ​ Contemporary Inspirational ​ 25-54 WXGI-AM/WTPS-AM ​ ​ ​ Classic Hip Hop ​ 25-54 ​ AC-refers to Adult Contemporary Old School - refers to Old School Hip/Hop For the year ended December 31, 2023, approximately 31.2% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media.
Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other media brands, such as TV One, CLEO TV, Reach Media, iONE Digital, and One Solution, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences.
Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other brands, such as TV One, CLEO TV, Reach Media, iONE Digital and One Solution, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences.
Our Board of Directors is diverse; Catherine L. Hughes, our Founder and Chairperson, is an African-American woman, and four of our six directors are minorities. Our President and Chief Executive Officer, who is also a director, Alfred C. Liggins, III is an African-American male, as is our Senior Vice President and General Counsel, Kristopher Simpson.
Our Board of Directors is diverse; Catherine L. Hughes, our Founder and Chairperson, is an African-American woman, and four of our six directors are minorities. Our President and Chief Executive Officer (“CEO”), who is also a director, Alfred C. Liggins, III is an African-American male, as is our Senior Vice President and General Counsel, Kristopher Simpson.
Compensation Committee Charter. Our Board of Directors has adopted a compensation committee charter. We will provide a paper copy of the compensation committee charter, free of charge, upon request. Internet Address and Internet Access to SEC Reports Our internet address is www.urban1.com.
We will provide a paper copy of the audit committee charter, free of charge, upon request. Compensation Committee Charter. Our Board of Directors has adopted a compensation committee charter. We will provide a paper copy of the compensation committee charter, free of charge, upon request. Internet Address and Internet Access to SEC Reports Our internet address is www.urban1.com.
The numerical limits on radio stations that one entity may own in a local market are as follows: ● in a radio market with 45 or more commercial radio stations, a party may hold an attributable interest in up to eight commercial radio stations, not more than five of which are in the same service (AM or FM); ● in a radio market with 30 to 44 commercial radio stations, a party may hold an attributable interest in up to seven commercial radio stations, not more than four of which are in the same service (AM or FM); 18 Table of Contents ● in a radio market with 15 to 29 commercial radio stations, a party may hold an attributable interest in up to six commercial radio stations, not more than four of which are in the same service (AM or FM); and ● in a radio market with 14 or fewer commercial radio stations, a party may hold an attributable interest in up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not hold an attributable interest in more than 50% of the radio stations in such market.
The numerical limits on radio stations that one entity may own in a local market are as follows: ● in a radio market with 45 or more commercial radio stations, a party may hold an attributable interest in up to eight commercial radio stations, not more than five of which are in the same service (AM or FM); ● in a radio market with 30 to 44 commercial radio stations, a party may hold an attributable interest in up to seven commercial radio stations, not more than four of which are in the same service (AM or FM); 17 Table of Contents ● in a radio market with 15 to 29 commercial radio stations, a party may hold an attributable interest in up to six commercial radio stations, not more than four of which are in the same service (AM or FM); and ● in a radio market with 14 or fewer commercial radio stations, a party may hold an attributable interest in up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not hold an attributable interest in more than 50% of the radio stations in such market.
Adverse events or conditions (economic, including government cutbacks or otherwise) could lead to declines in the contribution of Reach Media or declines in one or more of the seven significant contributing radio markets, which could have a material adverse effect on our overall financial performance and results of operations. 11 Table of Contents Radio Advertising Revenue Substantially all net revenue generated from our radio franchise is generated from the sale of local, national and network advertising.
Adverse events or conditions (economic, including government cutbacks or otherwise) could lead to declines in the contribution of Reach Media or declines in one or more of the seven significant contributing radio markets, which could have a material adverse effect on our overall financial performance and results of operations. 10 Table of Contents Radio Advertising Revenue Substantially all net revenue generated from our radio franchise is generated from the sale of local, national and network advertising.
Federal Antitrust Laws The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission or the Department of Justice, may investigate certain acquisitions. We cannot predict the outcome of any specific FTC or Department of Justice investigation.
Federal Antitrust Laws The agencies responsible for enforcing the federal antitrust laws, the Federal Trade Commission (“FTC”) or the Department of Justice, may investigate certain acquisitions. We cannot predict the outcome of any specific FTC or Department of Justice investigation.
Congress, the FCC and, in some cases, other federal agencies and local jurisdictions are considering or may in the future consider and adopt new laws, regulations and policies that could affect the operation, ownership and profitability of 14 Table of Contents our radio stations, result in the loss of audience share and advertising revenue for our radio broadcast stations or affect our ability to acquire additional radio broadcast stations or finance such acquisitions.
Congress, the FCC and, in some cases, other federal agencies and local jurisdictions are considering or may in the future consider and adopt new laws, regulations and policies that could affect the operation, ownership and profitability of 13 Table of Contents our radio stations, result in the loss of audience share and advertising revenue for our radio broadcast stations or affect our ability to acquire additional radio broadcast stations or finance such acquisitions.
Our success in selling advertising 13 Table of Contents is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of the audience of each network, the perceived quality of the network and of the particular content, the brand appeal of the network and ratings/algorithms as determined by third-party research companies or search engines, prices charged for advertising and overall advertiser demand in the marketplace.
Our success in selling advertising is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of the audience of 12 Table of Contents each network, the perceived quality of the network and of the particular content, the brand appeal of the network and ratings/algorithms as determined by third-party research companies or search engines, prices charged for advertising and overall advertiser demand in the marketplace.
Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”), which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up!
Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 90.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up!
Generally, the FCC renews radio broadcast licenses without a hearing upon a finding that: ● the radio station has served the public interest, convenience and necessity; ● there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and 15 Table of Contents ● there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse.
Generally, the FCC renews radio broadcast licenses without a hearing upon a finding that: ● the radio station has served the public interest, convenience and necessity; ● there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and 14 Table of Contents ● there have been no other violations by the licensee of the Communications Act or FCC rules and regulations which, taken together, indicate a pattern of abuse.
The following table sets forth information with respect to each of our radio stations for which we held the license as of December 31, 2022. Stations which we did not own as of December 31, 2022, but operated under an LMA, are not reflected on this table. A broadcast station’s market may be different from its community of license.
The following table sets forth information with respect to each of our radio stations for which we held the license as of December 31, 2023. Stations which we did not own as of December 31, 2023, but operated under an LMA, are not reflected on this table. A broadcast station’s market may be different from its community of license.
Competition The media industry is highly competitive and we face intense competition across our core radio franchise and all of our complementary media properties.
Competition The media industry is highly competitive and we face intense competition across our core radio franchise and all of our complementary media properties and investments.
We have adopted a code of ethics that applies to all of our directors, officers (including our principal financial officer and principal accounting officer) and employees and meets the requirements of the SEC and the NASDAQ Stock Market Rules. Our code of ethics can be found on our website, www.urban1.com.
We have adopted a code of ethics that applies to all of our directors, officers (including our principal financial officer and principal accounting officer) and employees and meets the requirements of the SEC and the NASDAQ Rules. Our code of ethics can be found on our website, www.urban1.com.
Reach Media, our syndicated radio unit, primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show, Get Up! Mornings with Erica Campbell, the Russ Parr Morning Show, and the DL Hughley Show.
Reach Media, our syndicated radio unit, primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show, Get Up! Mornings with Erica Campbell Show and the DL Hughley Show.
Stations also must follow FCC rules and policies regulating political advertising, obscene or indecent programming, sponsorship 19 Table of Contents identification, contests and lotteries and technical operation, including limits on human exposure to radio frequency radiation. The FCC requires that licensees not discriminate in hiring practices on the basis of race, color, religion, national origin or gender.
Stations also must follow FCC rules and policies regulating political advertising, obscene or indecent programming, sponsorship identification, contests and lotteries and technical operation, including limits on human exposure to radio frequency radiation. The FCC requires that licensees not discriminate in hiring practices on the basis of race, color, religion, national origin or gender.
Stations must retain records of their outreach efforts and keep an annual Equal Employment Opportunity (“EEO”) report in their public inspection files and post an electronic version on their websites. From time to time, complaints may be filed against any of our radio stations alleging violations of these or other rules.
Stations must retain records of their outreach efforts and keep an annual Equal Employment Opportunity (“EEO”) report in their public inspection files and post an electronic version on their websites. 18 Table of Contents From time to time, complaints may be filed against any of our radio stations alleging violations of these or other rules.
Within the markets in which we operate, we strive to build clusters of radio stations with each radio station targeting different demographic segments of the African-American population. This clustering and programming segmentation strategy allows us to achieve greater penetration within the 8 Table of Contents distinct segments of our overall target market.
Within the markets in which we operate, we strive to build clusters of radio stations with each radio station targeting different demographic segments of the African-American population. This clustering and programming segmentation strategy allows us to achieve greater penetration within the distinct segments of our overall target market.
Mornings with Erica Campbell Show, Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its iONE Digital, Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands.
Mornings with Erica Campbell Show, and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its iONE Digital, Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands.
Interactive One derives revenue from advertising services on non-radio station branded websites, and studio services where Interactive One provides services to other publishers. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized as impressions (the number of times advertisements appear in viewed pages) are delivered.
Interactive One derives revenue from advertising services on non-radio station branded 11 Table of Contents websites, and studio services where Interactive One provides services to other publishers. Advertising services include the sale of banner and sponsorship advertisements. Advertising revenue is recognized as impressions (the number of times advertisements appear in viewed pages) are delivered.
The following tables set forth further selected information about our portfolio of radio stations that we owned and/or operated as of December 31, 2022. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Urban One ​ Market Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Entire Audience ​ Ranking by Size of ​ Estimated Fall 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Four Book ​ African-American ​ Metro ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Audience ​ Population Persons ​ Population Persons Market ​ Number of Stations* ​ Share(1) ​ 12+(2) ​ 12+ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ African- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ American ​ FM AM HD LP/TV** ​ ​ (millions) % Atlanta 4 1 13.0 2 5.2 36 Washington, DC 4 2 9.8 3 5.1 27 Dallas 2 3.8 5 6.6 18 Houston 3 ​ ​ 10.1 6 6.2 18 Philadelphia 2 ​ 2 3.7 7 4.7 20 Baltimore 2 2 1 13.3 11 2.4 30 Charlotte 5 1 1 18.1 12 2.5 23 Raleigh-Durham 4 15.3 19 1.8 21 Cleveland 2 2 1 13.5 21 1.8 20 Richmond 4 2 18.2 25 1.1 29 Columbus 5 ​ 1 6.7 26 1.8 18 Indianapolis 5 1 2 1 35.1 30 1.7 17 Cincinnati 2 1 1 5.9 34 1.9 13 Total 44 11 9 2 (1) Audience share data are for the 12+ demographic and derived from the Nielsen Survey ending with the Fall 2022 Nielsen Survey.
The following tables set forth further selected information about our portfolio of radio stations that we owned and/or operated as of December 31, 2023. 7 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Urban One ​ Market Data ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Entire Audience ​ Ranking by Size of ​ Estimated Fall 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Four Book ​ African-American ​ Metro ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average Audience ​ Population Persons ​ Population Persons Market ​ Number of Stations* ​ Share(1) ​ 12+(2) ​ 12+ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ African- ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ American ​ FM AM HD LP/TV** ​ ​ (millions) % Atlanta 4 1 15.4 2 5.2 36 Washington, DC 4 2 10.9 3 5.1 27 Dallas 2 3.8 5 6.6 18 Houston 5 ​ 4 21.1 6 6.2 18 Philadelphia 2 ​ 2 4.5 7 4.7 20 Baltimore 2 2 1 13.1 11 2.4 30 Charlotte 5 1 1 20.4 12 2.5 23 Raleigh-Durham 4 16.7 19 1.8 21 Cleveland 2 2 1 12.2 21 1.8 20 Richmond 4 2 18.0 25 1.1 29 Columbus 5 ​ 1 7.2 26 1.8 18 Indianapolis 5 1 2 1 32.3 30 1.7 17 Cincinnati 2 1 1 6.1 34 1.9 13 Total 46 11 13 2 (1) Audience share data are for the 12+ demographic and derived from the Nielsen Survey ending with the Fall 2023 Nielsen Survey.
The table below excludes HD radio and LPTV stations. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Antenna ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ERP (FM) ​ Height ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Power ​ (AM) ​ ​ ​ Expiration ​ ​ ​ ​ Year of FCC ​ (AM) in ​ HAAT in ​ Operating ​ Date of FCC Market ​ Station Call Letters ​ Acquisition ​ Class ​ Kilowatts ​ Meters ​ Frequency ​ License Atlanta WUMJ-FM 1999 C3 8.5 165.0 97.5 MHz 4/1/2028 ​ WAMJ-FM 1999 C2 33.0 185.0 107.5 MHz 4/1/2028 ​ WHTA-FM 2002 C2 35.0 177.0 107.9 MHz 4/1/2028 ​ WPZE-FM 1999 A 3.0 143.0 102.5 MHz 4/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Washington, DC WOL-AM 1980 C 0.4 N/A 1450 kHz 10/1/2027 ​ WMMJ-FM 1987 A 2.9 146.0 102.3 MHz 10/1/2027 ​ WKYS-FM 1995 B 24.5 215.0 93.9 MHz 10/1/2027 ​ WPRS-FM 2008 B 20.0 244.0 104.1 MHz 10/1/2027 ​ WYCB-AM 1998 C 1.0 N/A 1340 kHz 10/1/2027 ​ WDCJ-FM 2017 A 2.2 169.0 92.7 MHz 10/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Philadelphia WRNB-FM 2000 B 17.0 263.0 100.3 MHz 8/1/2030 ​ WPPZ-FM 2004 A 0.8 276.0 107.9 MHz 6/1/2030 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Houston KMJQ-FM 2000 C 100.0 524.0 102.1 MHz 8/1/2029 ​ KBXX-FM 2000 C 100.0 585.0 97.9 MHz 8/1/2029 ​ KROI-FM 2004 C1 40.0 421.0 92.1 MHz 8/1/2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas KBFB-FM 2000 C 100.0 574.0 97.9 MHz 8/1/2029 ​ KZMJ-FM 2001 C 100.0 591.0 94.5 MHz 8/1/2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Baltimore WWIN-AM 1992 C 0.5 N/A 1400 kHz 10/1/2027 ​ WWIN-FM 1992 A 3.0 91.0 95.9 MHz 10/1/2027 ​ WOLB-AM 1993 D 0.3 N/A 1010 kHz 10/1/2027 ​ WERQ-FM 1993 B 37.0 173.0 92.3 MHz 10/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charlotte WFNZ-FM 2000 C3 10.5 154.0 92.7 MHz 12/1/2027 ​ WPZS-FM 2004 A 6.0 94.0 100.9 MHz 12/1/2027 ​ WOSF-FM 2014 C1 51.0 395.0 105.3 MHz 12/1/2027 ​ ​ WBT-FM ​ 2021 ​ C3 ​ 7.7 ​ 182.2 ​ 99.3 MHz ​ 12/1/2027 ​ ​ WBT-AM ​ 2021 ​ A ​ 50.0 ​ N/A ​ 1110 MHz ​ 12/1/2027 ​ ​ WFNZ-AM ​ 2021 ​ B ​ 5.0 ​ N/A ​ 610 MHz ​ 12/1/2027 ​ ​ WLNK-FM ​ 2021 ​ C ​ 100.0 ​ 516.0 ​ 107.9 MHz ​ 12/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cleveland WJMO-AM 1999 B 5.0 N/A 1300 kHz 10/1/2028 ​ WENZ-FM 1999 B 16.0 272.0 107.9 MHz 10/1/2028 ​ WZAK-FM 2000 B 27.5 189.0 93.1 MHz 10/1/2028 ​ WERE-AM 2000 C 1.0 N/A 1490 kHz 10/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Raleigh-Durham WQOK-FM 2000 C2 50.0 146.0 97.5 MHz 12/1/2027 ​ WFXK-FM 2000 C1 100.0 299.0 104.3 MHz 12/1/2027 ​ WFXC-FM 2000 C3 13.0 141.0 107.1 MHz 12/1/2027 ​ WNNL-FM 2000 C3 7.9 176.0 103.9 MHz 12/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond WPZZ-FM 1999 C1 100.0 299.0 104.7 MHz 10/1/2027 ​ WCDX-FM 2001 B1 4.5 235.0 92.1 MHz 10/1/2027 ​ WKJM-FM 2001 A 6.0 100.0 99.3 MHz 10/1/2027 ​ WKJS-FM 2001 A 2.3 162.0 105.7 MHz 10/1/2027 ​ WTPS-AM 2001 C 1.0 N/A 1240 kHz 10/1/2027 ​ WXGI-AM 2017 D 3.9 N/A 950 kHz 10/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Columbus WCKX-FM 2001 A 1.9 126.0 107.5 MHz 10/1/2028 ​ WHTD-FM 2001 A 6.0 99.0 106.3 MHz 10/1/2028 ​ WXMG-FM 2016 B 21.0 232.0 95.5 MHz 10/1/2028 ​ WJYD-FM 2016 A 6.0 100.0 107.1 MHz 10/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indianapolis WTLC-FM 2000 A 6.0 99.0 106.7 MHz 8/1/2028 ​ WHHH-FM 2000 A 6.0 100.0 100.9 MHz 8/1/2028 ​ WTLC-AM 2001 B 5.0 N/A 1310 kHz 8/1/2028 ​ ​ WIBC-FM ​ 2022 ​ B ​ 13.5 302.0 93.1 MHz 8/1/2028 ​ ​ WYXB-FM ​ 2022 ​ B ​ 50.0 150.0 105.7 MHz 8/1/2028 ​ ​ WLHK-FM ​ 2022 ​ B ​ 23.0 223.0 97.1 MHz 8/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cincinnati WIZF-FM 2001 A 2.5 155.0 101.1 MHz 8/1/2028 ​ WDBZ-AM 2007 C 1.0 N/A 1230 kHz 10/1/2028 ​ WOSL-FM 2006 A 3.1 141.0 100.3 MHz 10/1/2028 ​ 17 Table of Contents To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, an appropriate application must be filed with the FCC.
The table below excludes HD Radio multicast streams and LPTV stations. 15 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year of FCC ​ Power ​ HAAT in ​ Broadcasting ​ License Market ​ Station Call Letters ​ Acquisition ​ Class ​ Kilowatts ​ Meters ​ Frequency ​ Expiration Date Atlanta WUMJ-FM 1999 C3 8.5 165 97.5 MHz 4/1/2028 ​ WAMJ-FM 1999 C2 33 185 107.5 MHz 4/1/2028 ​ WHTA-FM 2002 C2 35 177 107.9 MHz 4/1/2028 ​ WPZE-FM 1999 A 3 143 102.5 MHz 4/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Washington, DC WOL-AM 1980 C 0.37 N/A 1450 kHz 10/1/2027 ​ WMMJ-FM 1987 A 2.9 146 102.3 MHz 10/1/2027 ​ WKYS-FM 1995 B 24.5 215 93.9 MHz 10/1/2027 ​ WPRS-FM 2008 B 20.0 244 104.1 MHz 10/1/2027 ​ WYCB-AM 1998 C 1.0 N/A 1340 kHz 10/1/2027 ​ WDCJ-FM 2017 A 2.2 169 92.7 MHz 10/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Philadelphia WRNB-FM 2000 B 12.5 302.0 100.3 MHz 8/1/2030 ​ WPPZ-FM 2004 A 0.8 276.0 107.9 MHz 6/1/2030 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Houston KMJQ-FM 2000 C 100 524 102.1 MHz 8/1/2029 ​ ​ KKBQ-FM ​ 2023 ​ C ​ 100 ​ 585 ​ 92.9 MHz ​ 8/1/2029 ​ KBXX-FM 2000 C 100 585 97.9 MHz 8/1/2029 ​ KHPT-FM 2023 C 100 579 106.9 MHz 8/1/2029 ​ ​ KGLK-FM ​ 2023 ​ C ​ 98 ​ 601 ​ 107.5 MHz ​ 8/1/2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dallas KBFB-FM 2000 C 100 574 97.9 MHz 8/1/2029 ​ KZMJ-FM 2001 C 100 591 94.5 MHz 8/1/2029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Baltimore WWIN-AM 1992 C 0.5 N/A 1400 kHz 10/1/2027 ​ WWIN-FM 1992 A 3 91 95.9 MHz 10/1/2027 ​ WOLB-AM 1993 D 0.25 N/A 1010 kHz 10/1/2027 ​ WERQ-FM 1993 B 37 173 92.3 MHz 10/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Charlotte WFNZ-FM 2000 C3 10.5 154 92.7 MHz 12/1/2027 ​ WPZS-FM 2004 A 6 94 100.9 MHz 12/1/2027 ​ WOSF-FM 2014 C1 51 395 105.3 MHz 12/1/2027 ​ ​ WBT-FM ​ 2021 ​ C3 ​ 7.7 ​ 182 ​ 99.3 MHz ​ 12/1/2027 ​ ​ WBT-AM ​ 2021 ​ A ​ 50 ​ N/A ​ 1110 kHz ​ 12/1/2027 ​ ​ WFNZ-AM ​ 2021 ​ B ​ 5 ​ N/A ​ 610 kHz ​ 12/1/2027 ​ ​ WLNK-FM ​ 2021 ​ C ​ 100 ​ 516 ​ 107.9 MHz ​ 12/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cleveland WJMO-AM 1999 B 5 N/A 1300 kHz 10/1/2028 ​ WENZ-FM 1999 B 16 272 107.9 MHz 10/1/2028 ​ WZAK-FM 2000 B 27.5 189 93.1 MHz 10/1/2028 ​ WERE-AM 2000 C 1 N/A 1490 kHz 10/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Raleigh-Durham WQOK-FM 2000 C2 50 146 97.5 MHz 12/1/2027 ​ WFXK-FM 2000 C1 100 299 104.3 MHz 12/1/2027 ​ WFXC-FM 2000 C3 13 141 107.1 MHz 12/1/2027 ​ WNNL-FM 2000 C3 7.9 176 103.9 MHz 12/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Richmond WPZZ-FM 1999 C1 100 299 104.7 MHz 10/1/2027 ​ WCDX-FM 2001 B1 4.5 235 92.1 MHz 10/1/2027 ​ WKJM-FM 2001 A 6 100 99.3 MHz 10/1/2027 ​ WKJS-FM 2001 A 2.3 162 105.7 MHz 10/1/2027 ​ WTPS-AM 2001 C 1 N/A 1240 kHz 10/1/2027 ​ WXGI-AM 2017 D 3.9 N/A 950 kHz 10/1/2027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Columbus WCKX-FM 2001 A 1.9 126 107.5 MHz 10/1/2028 ​ WHTD-FM 2001 A 6 99 106.3 MHz 10/1/2028 ​ WXMG-FM 2016 B 21 232 95.5 MHz 10/1/2028 ​ WJYD-FM 2016 A 6 100 107.1 MHz 10/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Indianapolis WTLC-FM 2000 A 6 99 106.7 MHz 8/1/2028 ​ WHHH-FM 2000 A 6 100 100.9 MHz 8/1/2028 ​ WTLC-AM 2001 B 5 N/A 1310 kHz 8/1/2028 ​ ​ WIBC-FM ​ 2022 ​ B ​ 13.5 302 93.1 MHz 8/1/2028 ​ ​ WYXB-FM ​ 2022 ​ B ​ 50 150 105.7 MHz 8/1/2028 ​ ​ WLHK-FM ​ 2022 ​ B ​ 23 223 97.1 MHz 8/1/2028 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cincinnati WIZF-FM 2001 A 2.5 155 101.1 MHz 8/1/2028 ​ WDBZ-AM 2007 C 1 N/A 1230 kHz 10/1/2028 ​ WOSL-FM 2006 A 3.1 141 100.3 MHz 10/1/2028 ​ 16 Table of Contents To obtain the FCC’s prior consent to assign or transfer control of a broadcast license, an appropriate application must be filed with the FCC.
A licensee’s failure to comply with the requirements of the Communications Act or FCC rules and policies may result in the imposition of sanctions, including admonishment, fines, the grant of a license renewal for less than a full eight-year term or with conditions, denial of a license renewal application, the revocation of an FCC license, and/or the denial of FCC consent to acquire additional broadcast properties.
A licensee’s failure to comply with the requirements of the Communications Act or FCC rules and policies may result in the imposition of sanctions, including admonishment, fines, the grant of a license renewal for less than a full eight-year term or with conditions, denial of a license renewal application, the revocation of an FCC license, and/or disqualification from acquiring additional broadcast properties.
In addition, our station websites link to our other online properties operated by our primary digital unit, Interactive One. Interactive One operates the largest social networking site primarily targeting African-Americans and other branded websites, including Bossip, 12 Table of Contents HipHopWired and MadameNoire.
In addition, our station websites link to our other online properties operated by our primary digital unit, Interactive One. Interactive One operates the largest social networking site primarily targeting African-Americans and other branded websites, including Bossip, HipHopWired and MadameNoire.
Cable Television, Reach Media and Digital Segments, Strategy and Sources of Revenue and Income We have expanded our operations to include other media forms that are complementary to our radio business. In a strategy similar to our radio market segmentation, we have multiple complementary media and online brands. Each of these brands focuses on a different segment of African-American consumers.
Cable Television, Reach Media and Digital Segments, Strategy and Sources of Revenue and Income As a diversified media company, our operations include media forms that are complementary to our radio business. In a strategy similar to our radio market segmentation, we have multiple complementary media and online brands. Each of these brands focuses on a different segment of African-American consumers.
(2) Population estimates are from the Nielsen Radio Market Survey Population, Rankings and Information, Fall 2022. * 20 non-independently formatted HD stations and 14 non-independently formatted translators owned and operated by the Company are not included in the above station count.
(2) Population estimates are from the Nielsen Radio Market Survey Population, Rankings and Information, Fall 2023. * 19 non-independently formatted HD stations and 14 non-independently formatted translators owned and operated by the Company are not included in the above station count.
Further, Karen Wishart, our Executive Vice President and Chief Administrative Officer, is an African-American woman, as is Michelle Rice, President of TV ONE. As of December 31, 2022, 74% of our employees were racially diverse, and 45% of our employees were women.
Further, Karen Wishart, our Executive Vice President and Chief Administrative Officer, is an African-American woman, as is Michelle Rice, President of TV One. As of December 31, 2023, 74% of our employees were racially diverse, and 46% of our employees were women.
In addition to being broadcast on 48 Urban One stations, our syndicated radio programming also was available on 215 non-Urban One stations throughout the United States as of December 31, 2022. We have launched websites that simultaneously stream radio station content for each of our radio stations, and we derive revenue from the sale of advertisements on those websites.
In addition to being broadcast on 50 Urban One stations, our syndicated radio programming also was available on 224 non-Urban One stations throughout the United States as of December 31, 2023. We have launched websites that simultaneously stream radio station content for each of our radio stations, and we derive revenue from the sale of advertisements on those websites.
We will provide a paper copy of the code of ethics, free of charge, upon request. Audit Committee Charter. Our audit committee has adopted a charter as required by the NASDAQ Stock Market Rules. This committee charter can be found on our website, www.urban1.com. We will provide a paper copy of the audit committee charter, free of charge, upon request.
We will provide a paper copy of the code of ethics, free of charge, upon request. 19 Table of Contents Audit Committee Charter. Our audit committee has adopted a charter as required by the NASDAQ Rules. This committee charter can be found on our website, www.urban1.com.
Due to this seasonality and certain other factors, the results of interim periods may not necessarily be indicative of results for the full year. In 20 Table of Contents addition, our operations are impacted by political cycles and generally experience higher revenues in congressional and presidential election years. This cyclicity may affect comparability between years. Corporate Governance Code of Ethics.
Due to this seasonality and certain other factors, the results of interim periods may not necessarily be indicative of results for the full year. In addition, our operations are impacted by political cycles and generally experience higher revenues in congressional and presidential election years. This seasonality and similar recurring fluctuation may affect comparability between years. Corporate Governance Code of Ethics.
“ERP” refers to the effective radiated power of an FM 16 Table of Contents radio station. “HAAT” refers to the antenna height above average terrain of an FM radio station antenna.
“ERP” refers to the effective radiated power of an FM radio station. “HAAT” refers to the height above average terrain of an FM radio station antenna.
As of December 31, 2022, we owned and/or operated 66 independently formatted, revenue producing broadcast stations (including 55 FM or AM stations, 9 HD stations, and the 2 low power television stations we operate but excluding translators) located in 13 of the most populous African-American markets in the United States.
As of December 31, 2023, we owned and/or operated 72 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 13 HD stations, and the 2 low power television stations we operate but excluding translators) located in 13 of the most populous African-American markets in the United States.
We consider our radio broadcasting segment to be our core radio business. Within our core radio business, seven (Atlanta, Baltimore, Charlotte, Dallas, Houston, Indianapolis, and Washington, DC) of the 13 markets in which we operated radio stations throughout 2022 or a portion thereof accounted for approximately 73.8% of our radio station net revenue for the year ended December 31, 2022.
We consider our radio broadcasting segment to be our core radio business. Within our core radio business, seven (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) of the 13 markets in which we operated radio stations throughout 2023 or a portion thereof accounted for approximately 76.6% of our radio station net revenue for the year ended December 31, 2023.
As of December 31, 2022, we owned and/or operated 66 independently formatted, revenue producing broadcast stations (including 55 FM or AM stations, 9 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States.
As of December 31, 2023, we owned and/or operated 72 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 13 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States.
Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All Other - Corporate/Eliminations.” Our Radio Station Portfolio, Strategy and Markets As noted above, our core business is our radio broadcasting franchise which is the largest radio broadcasting operation in the country primarily targeting African-American and urban listeners.
Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All Other - Corporate/Eliminations.” (See Note 15 – Segment Information of our consolidated financial statements . ) Our Radio Station Portfolio, Strategy and Markets As noted above, our core business is our radio broadcasting franchise which is the largest radio broadcasting operation in the country primarily targeting African-American and urban listeners.
Human Capital As of December 31, 2022, we employed 881 full-time employees and 408 part-time employees. Our employees are not unionized. We believe that our success largely depends upon our continued ability to attract and retain highly skilled employees.
Human Capital As of December 31, 2023, we employed 948 full-time employees and 450 part-time employees. Our employees are not unionized. We believe that our success largely depends upon our continued ability to attract and retain highly skilled employees.
An entity with one or more radio stations in a market that enters into a local marketing agreement or a time brokerage agreement with another radio station in the same market obtains an attributable interest in the brokered radio station if the brokering station supplies programming for more than 15% of the brokered radio station’s weekly broadcast hours.
An entity with one or more radio stations in a market that enters into a LMA or a TBA with another radio station in the same market obtains an attributable interest in the brokered radio station if the brokering station supplies programming for more than 15% of the brokered radio station’s weekly broadcast hours.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 32.5% of our total consolidated net revenue for the year ended December 31, 2022.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 36.1% of our total consolidated net revenue for the year ended December 31, 2023.
Approximately 57.3% of our net revenue from our core radio business for the year ended December 31, 2022, was generated from the sale of local advertising and 38.8% from sales to national advertisers, including network/syndication advertising.
Approximately 57.5% of our net revenue from our core radio business for the year ended December 31, 2023, was generated from the sale of local advertising and 34.9% from sales to national advertisers, including network/syndication advertising.
The FCC’s 2018 and 2022 quadrennial reviews of its media ownership rules, which commenced in December 2018 and December 2022 respectively, are currently pending. The attribution and media ownership rules limit the number of radio stations we may acquire or own in any particular market and may limit the prospective buyers of any stations we want to sell.
The attribution and media ownership rules limit the number of radio stations we may acquire or own in any particular market and may limit the prospective buyers of any stations we want to sell.
The market definition used by the FCC in applying its ownership rules may not be the same as that used for purposes of the Hart-Scott-Rodino Act. In 2003, when the FCC changed its methodology for defining local radio markets, it grandfathered existing combinations of radio stations that would not comply with the modified rules.
In 2003, when the FCC changed its methodology for defining local radio markets, it grandfathered existing combinations of radio stations that would not comply with the modified rules.
ITEM 1. BUSINESS Overview Urban One, Inc. (a Delaware corporation originally formed in 1980 and hereinafter referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers.
ITEM 1. BUSINESS Overview Urban One, Inc., a Delaware corporation, and its subsidiaries, (collectively, “Urban One,” the “Company”, “we”, “our” and/or “us”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners.
We also held a minority ownership interest in MGM National Harbor Casino, a gaming resort located in Prince George’s County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicated with African-American and urban audiences.
Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicate with African-American and urban audiences.
Finally, our MGM National Harbor investment entitled us to an annual cash distribution based on net gaming revenue from gaming activities conducted on the site of the facility. In March 2023, the Company exercised the put option available to it and received approximately $136.8 million at the time of settlement of the put option in April 2023.
In March 2023, the Company exercised the put option available to it and received approximately $136.8 million at the time of settlement of the put option in April 2023.
To apply these tiers, the FCC currently relies on Nielsen Metro Survey Areas, where they exist. In other areas, the FCC relies on a contour-overlap methodology. The FCC has initiated a rulemaking to determine how to define local radio markets in areas located outside Nielsen Metro Survey Areas.
To apply these tiers, the FCC currently relies on Nielsen Metro Survey Areas, where they exist. In other areas, the FCC relies on a contour-overlap methodology. The market definition used by the FCC in applying its ownership rules may not be the same as that used for purposes of the Hart-Scott-Rodino Act.
Removed
Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners.
Added
During the year ended December 31, 2023, the Company completed the sale of its investment in MGM National Harbor (the “MGM Investment”), a gaming resort located in Prince George’s County, Maryland. Please refer to Note 3(q) – Investments of our consolidated financial statements for more details.
Removed
Recent Developments On June 13, 2022, the Company entered into a definitive asset purchase agreement with Emmis Communications (“Emmis”) to purchase its Indianapolis Radio Cluster to expand the Company’s market share. The deal was subject to FCC approval and other customary closing conditions and, after obtaining the approvals, closed on August 31, 2022.
Added
Principles of Consolidation The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All intercompany accounts and transactions have been eliminated in consolidation.
Removed
Urban One acquired radio stations WYXB (B105.7FM), WLHK (97.1FM), WIBC (93.1FM), translators W228CX and W298BB (The Fan 93.5FM and 107.5FM), and Network Indiana for $25 million.
Added
Noncontrolling interests have been recognized where a controlling interest exists, but the Company owns less than 100% of the controlled entity. The Company is required to include in its consolidated financial statements, the financial statements of variable interest entities (“VIE”).
Removed
As part of the transaction, the Company disposed of its former WHHH radio broadcasting license along with the intellectual property related to WNOW (there was a call letter change from WHHH to WNOW immediately prior to the close) to a third party for approximately $3.2 million.
Added
Under the VIE model, the Company consolidates an investment if it has control to direct the activities of the entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
Removed
The fair value of the assets disposed of approximated the carrying value of the assets.
Added
Recent Developments On April 11, 2023, the Company entered into a definitive asset purchase agreement with Cox Media Group (“the CMG Acquisition”) to purchase its Houston radio cluster. Under the terms of the agreement, the Company agreed to acquire 93Q Country KKBQ-FM, classic rock station The Eagle 106.9 & 107.5 KHPT-FM and KGLK-FM, and Country Legends 97.1 KTHT-FM.
Removed
Please refer to Note 18 – Subsequent Events of our consolidated financial statements for further details.
Added
The transaction price was $27.5 million. The acquisition was completed on August 1, 2023. As part of the FCC approval of and closing conditions of the CMG Acquisition, the Company was required to divest two stations KTHT-FM and KROI-FM before it could close the CMG Acquisition.
Removed
In August 2016, the FCC issued an order concluding its 2010 and 2014 quadrennial reviews. The August 2016 decision retained the local radio ownership rule and limitations on radio/television cross-ownership and newspaper/broadcast cross-ownership without significant changes. In November 2017, the FCC adopted an order reconsidering the August 2016 decision and modifying it in a number of respects.
Added
On June 7, 2023, the Company entered into a definitive asset purchase agreement with Educational Media Foundation (“EMF”) to sell KTHT-FM, and all its assets, for $3.1 million (“the KTHT Divestiture”).
Removed
The November 2017 order on reconsideration did not significantly modify the August 2016 decision with respect to the local radio ownership limits. It did, however, eliminate the FCC’s previous limits on radio/television cross-ownership and newspaper/broadcast cross-ownership.
Added
Immediately prior to the closing of the CMG Acquisition on August 1, 2023, the KTHT-FM assets were transferred directly into an irrevocable trust until the sale to EMF was finalized.
Removed
In September 2019, a federal appeals court vacated the FCC’s November 2017 order on reconsideration, as a result of which the radio/television and newspaper/broadcast cross-ownership rules were reinstated. On April 1, 2021, however, the U.S. Supreme Court reversed the September 2019 appeals court ruling, resulting in the elimination of the radio/television and newspaper/broadcast cross-ownership rules effective June 30, 2021.
Added
On November 1, 2023, after the approval by the FCC, the KTHT Divestiture was completed. 6 Table of Contents In anticipation of the FCC divestiture requirement and the CMG Acquisition, the Company agreed to sell its KROI-FM radio broadcasting license along with the associated station assets from the radio broadcasting segment to an unrelated third party for approximately $7.5 million.
Added
The identified assets and liabilities of KROI-FM have a combined carrying value of approximately $9.9 million and $2.4 million, respectively. The major category of the assets included radio broadcasting licenses in the amount of approximately $7.3 million (net of impairment of approximately $16.8 million included in impairment of goodwill, intangible assets, and long-lived assets, on the consolidated statement of operations).
Added
On August 1, 2023, immediately prior to the closing of the CMG Acquisition, the identified assets and liabilities were transferred to an irrevocable trust and removed from the Company’s ownership and consolidated balance sheet as part of customary closing terms.
Added
The identified assets and liabilities will remain in the trust until the transaction is complete, which is anticipated to occur in 2024.
Added
As the identified assets and liabilities of KROI-FM were held in an irrevocable trust and the respective divestiture had not been completed as of December 31, 2023, the Company has recorded a right to receive payment from KROI-FM’s acquirer as a receivable of $5.6 million within other current assets in the consolidated balance sheet as of December 31, 2023.
Added
Finally, we have made other investments in the entertainment industry, such as our past investment in MGM National Harbor, a casino operation in Prince George’s County, Maryland. Our MGM Investment entitled us to an annual cash distribution based on net gaming revenue from gaming activities conducted on the site of the facility.
Added
In December 2023, the FCC issued an order concluding its 2018 quadrennial review, which retained the local radio ownership rule without significant changes. This order is subject to appeal, and in addition, the FCC’s 2022 quadrennial review of its media ownership rules is currently pending.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

67 edited+23 added−43 removed112 unchanged
Biggest changeIn addition to the adjustments related to the MGM Investment, the Company also included corrections for previously identified out-of-period misstatements relating to radio broadcasting license impairment, misstatements relating to its right of use assets, misstatements relating to the fair value of the Reach Media redeemable noncontrolling 21 Table of Contents interest, amortization of certain launch assets, misclassifications of certain line items in the balance sheets and statements of cash flows, and any related tax effects. ​ Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act.
Biggest changeOur management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. Management identified material weaknesses in our internal control over financial reporting.
We expect to continue to face many of the risks and challenges related to the restatement, including the following: ​ ● we may face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement; and ● the processes undertaken to effect the restatement may not have been adequate to identify and correct all errors in our historical financial statements and, as a result, we may discover additional errors and our financial statements remain subject to the risk of future restatement. ​ We cannot assure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist.
We expect to continue to face many of the risks and challenges related to the revision, including the following: ​ ● we may face potential for litigation or other disputes, which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the revision; and ● the processes undertaken to effect the revision may not have been adequate to identify and correct all errors in our historical financial statements and, as a result, we may discover additional errors and our financial statements remain subject to the risk of future revision or restatement. ​ We cannot assure that all of the risks and challenges described above will be eliminated or that general reputational harm will not persist.
As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control – An Integrated Framework. We are actively engaged in remediation efforts designed to address these material weaknesses.
As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control – An Integrated Framework (“COSO”). We are actively engaged in remediation efforts designed to address these material weaknesses.
At various points in time, the markets have produced upward and/or downward pressure on stock prices and limited credit capacity for certain companies without regard to those companies’ underlying financial strength. In addition, advertising is a discretionary and variable business expense which may be reduced as companies contend with higher expenses, including higher costs of capital.
At various points in time, the markets have produced upward and/or downward pressure on stock prices and limited credit capacity for certain companies without regard to those companies’ underlying financial strength. In addition, advertising is a discretionary and variable business expense which may be reduced as companies contend with lower revenues or higher expenses, including higher costs of capital.
Therefore, we are not subject to NASDAQ Stock Market listing rules that would otherwise require us to have: (i) a majority of independent directors on the board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.
Therefore, we are not subject to NASDAQ listing rules that would otherwise require us to have: (i) a majority of independent directors on the board; (ii) a compensation committee composed solely of independent directors; (iii) a nominating committee composed solely of independent directors; (iv) compensation of our executive officers determined by a majority of the independent directors or a compensation committee composed solely of independent directors; and (v) director nominees selected, or recommended for the board’s selection, either by a majority of the independent directors or a nominating committee composed solely of independent directors.
In addition, our ability to record, process, and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and regulations of the Securities and Exchange Commission and other regulatory authorities, could be adversely affected, which may result in violations of applicable securities laws, stock exchange listing requirements and the covenants under our debt agreements.
In addition, our ability to record, process, and report financial information accurately, and to prepare financial statements within the time periods specified by the rules and regulations of the SEC and other regulatory authorities, could be adversely affected, which may result in violations of applicable securities laws, stock exchange listing requirements and the covenants under our debt agreements.
Radio, video, and digital content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which can change quickly and are difficult to predict.
Radio, television, and digital content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of media content or a radio program, and the licensing of rights to the intellectual property associated with the content or program, depend primarily upon their acceptance and perceptions by the public, which can change quickly and are difficult to predict.
As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K, management has concluded that our internal controls related to certain business processes and disclosure controls and procedures were not effective as of December 31, 2022 due to the identified material weaknesses.
As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K, management has concluded that our internal controls related to certain business processes and disclosure controls and procedures were not effective as of December 31, 2023 due to the identified material weaknesses.
Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and 32 Table of Contents procedures could result in significant liabilities, including a possible loss of consumer or investor confidence or a loss of customers or advertisers.
Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and 30 Table of Contents procedures could result in significant liabilities, including a possible loss of consumer or investor confidence or a loss of customers or advertisers.
If such disruptions contribute to a general decrease in economic activity or corporate spending on IT, or impair our ability to meet our customer demands, our operating results and financial condition could be materially adversely affected. There is also an increasing concern over the risks of climate change and related environmental sustainability matters.
If such disruptions contribute to a general decrease in economic activity or corporate spending on information technology, or impair our ability to meet our customer demands, our operating results and financial condition could be materially adversely affected. There is also an increasing concern over the risks of climate change and related environmental sustainability matters.
Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenues. For example, if there is an event causing a change of programming at one of our stations, there could be no assurance that any replacement programming would generate the 25 Table of Contents same level of ratings, revenues, or profitability as the previous programming.
Poor ratings or traffic levels can lead to a reduction in pricing and advertising revenues. For example, if there is an event causing a change of programming at one of our stations, there could be no assurance that any replacement programming would generate the same level of ratings, revenues, or profitability as the previous programming.
Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial consequences to our reputation. 29 Table of Contents In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees.
Our technology security initiatives, disaster recovery plans and other measures may not be adequate or implemented properly to prevent a business disruption and its adverse financial consequences to our reputation. In addition, as a part of our ordinary business operations, we may collect and store sensitive data, including personal information of our clients, listeners and employees.
While we monitor postings to such websites, claims may be brought against us for defamation, negligence, copyright or trademark infringement, unlawful activity, tort, including personal injury, fraud, or other theories based on the nature and content of information that may be posted online or generated by our users.
While we monitor postings to such websites, claims may be brought against us for defamation, negligence, copyright or trademark infringement, unlawful activity, tort, including personal injury, fraud, or other theories based on the nature and content of information that may be 26 Table of Contents posted online or generated by our users.
It cannot be predicted whether any proposed future legislation will become law or what impact it would have on our results from operations, cash flows or financial position. A disproportionate share of our radio segment revenue comes from a small number of geographic markets and our syndicated radio business, Reach Media.
It cannot be predicted whether any proposed future legislation will become law or what impact it would have on our results from operations, cash flows or financial position. 24 Table of Contents A disproportionate share of our radio segment revenue comes from a small number of geographic markets and our syndicated radio business, Reach Media.
Liggins’ rights to the Employment Agreement Award (i) cease if he is terminated for cause or he resigns without good reason and (ii) expire at the termination of his employment (but similar rights could be included in the terms 33 Table of Contents of a new employment agreement or arrangement). As a result of this arrangement, the interest of Mr.
Liggins’ rights to the Employment Agreement Award (i) cease if he is terminated for cause or he resigns without good reason and (ii) expire at the termination of his employment (but similar rights could be included in the terms of a new employment agreement or arrangement). As a result of this arrangement, the interest of Mr.
Further, we are a “controlled company” under rules governing the listing of our securities on the NASDAQ Stock Market because more than 50% of our voting power is held by our Chairperson and the CEO.
Further, we are a “controlled company” under rules governing the listing of our securities on the NASDAQ because more than 50% of our voting power is held by our Chairperson and the CEO.
Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of our aggregate investment in TV One (the “Employment Agreement Award”).
Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to 31 Table of Contents approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of our aggregate investment in TV One (the “Employment Agreement Award”).
As of December 31, 2022, our Chairperson and her son, our President and CEO, together held in excess of 75% of the outstanding voting power of our common stock.
As of December 31, 2023, our Chairperson and her son, our President and CEO, together held in excess of 75% of the outstanding voting power of our common stock.
The Communications Act and FCC rules and policies also impose limitations on non-U.S. ownership and voting of our capital stock. Enforcement by the FCC of its indecency rules against the broadcast industry could adversely affect our business operations.
The Communications Act and FCC rules and policies also impose limitations on non-U.S. ownership and voting of our capital stock. 29 Table of Contents Enforcement by the FCC of its indecency rules against the broadcast industry could adversely affect our business operations.
If we fail to meet the continued listing standards of Nasdaq, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation. Our common stock is currently traded on the Nasdaq Stock Exchange.
If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.
Fair values of goodwill have been estimated using the income approach, which incorporates several judgmental assumptions over a 10-year model including, but not limited to, revenue growth rates, future operating profit margins, discount rate and terminal growth rate. We also utilize a market-based approach to evaluate our fair value estimates.
Fair values of goodwill within the radio broadcasting segment have been estimated using the income approach, which incorporates several judgmental assumptions over a 10-year model including, but not limited to, revenue growth rates of each radio market, operating profit margins, discount rate and terminal growth rate. We also utilize a market-based approach to evaluate our fair value estimates.
Further, other media and broadcast companies may change their programming format or 26 Table of Contents engage in aggressive promotional campaigns to compete directly with our media properties for our core audiences and advertisers.
Further, other media and broadcast companies may change their programming format or engage in aggressive promotional campaigns to compete directly with our media properties for our core audiences and advertisers.
Within our core radio business, seven (Atlanta, Baltimore, Charlotte, Dallas, Houston, Indianapolis, and Washington, DC) of the 13 markets in which we operated radio stations throughout 2022 or a portion thereof accounted for approximately 73.8% of our radio station net revenue for the year ended December 31, 2022.
Within our core radio business, seven (Atlanta, Baltimore, Charlotte, Dallas, Houston, Indianapolis, and Washington, DC) of the 13 markets in which we operated radio stations throughout 2023 or a portion thereof accounted for approximately 77.0% of our radio station net revenue for the year ended December 31, 2023.
In addition, we are subject to extensive and changing regulation by the FCC with respect to such matters as programming, indecency standards, technical operations, employment and business practices.
In addition, we are subject to extensive and 27 Table of Contents changing regulation by the FCC with respect to such matters as programming, indecency standards, technical operations, employment and business practices.
As discussed in the Explanatory Note and in Note 2 to the consolidated financial statements in this Form 10-K, we reached a determination to restate certain financial information and related footnote disclosures in our previously issued consolidated financial statements for the Affected Periods.
As discussed in Note 2 – Revision of Previously Issued Financial Statements to the consolidated financial statements in this Form 10-K, we reached a determination to revise certain financial information and related footnote disclosures in our previously issued consolidated financial statements for the Affected Periods.
Management identified material weaknesses in our internal control over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is defined as a deficiency, or combination of deficiencies, in internal 20 Table of Contents control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
We cannot assure that we will have the resources to acquire new technologies or to introduce new features, content or services to compete with these new technologies.
We cannot assure that we will have the resources to acquire new technologies or to introduce 25 Table of Contents new features, content or services to compete with these new technologies.
For the year ended December 31, 2022, approximately 32.3% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media.
For the year ended December 31, 2023, approximately 31.1% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media.
As a result of the delayed filing of our annual report with the SEC, we will not be eligible to register the offer and sale of our securities using a short form registration statement on Form S-3 until one year from the date we regain and maintain status as a current filer.
As a result of the delayed filings of our 2022 and 2023 annual reports and our first quarter 2024 quarterly report with the SEC, we will not be eligible to register the offer and sale of our securities using a short form registration statement on Form S-3 until one year from the date we regain and maintain status as a current filer.
Congress and the FCC have considered, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, affect the profitability of our broadcast stations.
Changes in current federal regulations could adversely affect our business operations. Congress and the FCC have considered, and may in the future consider and adopt, new laws, regulations and policies that could, directly or indirectly, affect the profitability of our broadcast stations.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 32.5% of our total consolidated net revenue for the year ended December 31, 2022.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 36.2% of our total consolidated net revenue for the year ended December 31, 2023.
The delayed filing of our annual report has made us currently ineligible to use a registration statement on Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital or complete acquisitions.
The delayed filings of our 2022 and 2023 annual reports and our first quarter 2024 quarterly report have made us currently ineligible to use a registration statement on Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital or complete acquisitions.
As a result of the FCC media ownership rules, the outside media interests of our officers and directors could limit our ability to acquire stations.
The FCC’s media ownership rules remain subject to further agency and court proceedings. As a result of the FCC media ownership rules, the outside media interests of our officers and directors could limit our ability to acquire stations.
Fair values of FCC licenses have been estimated using the income approach, which incorporates 28 Table of Contents several judgmental assumptions over a 10-year model including, but not limited to, market revenue and projected revenue growth by market, mature market share, mature operating profit margin, discount rate and terminal growth rate.
The amount of any impairment must be expensed as a charge to operations. Fair values of FCC licenses have been estimated using the income approach, which incorporates several judgmental assumptions over a 10-year model including, but not limited to, market revenue and projected revenue growth by market, mature market share, operating profit margins, discount rate and terminal growth rate.
Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position.
We cannot assure that we will be able to maintain or increase our current audience ratings and advertising revenue. We must respond to the rapid changes in technology, content offerings, services, and standards across our entire platform in order to remain competitive. Technological standards across our media properties are evolving and new distribution technologies/platforms are emerging at a rapid pace.
We cannot assure that we will be able to maintain or increase our current audience ratings and advertising revenue. We must respond to the rapid changes in technology, content offerings, services, and standards across our entire platform in order to remain competitive.
Moreover, any disruptions, significant degradation, cybersecurity threats, security breaches, or attacks on our internal information technology systems could impact our ratings and cause us to lose listeners, users or viewers or make it more difficult to attract new ones, either of which could harm our business and results of operations.
Moreover, any disruptions, significant degradation, cybersecurity threats, security breaches, or attacks on our internal information technology systems could impact our ratings and cause us to lose listeners, users or viewers or make it more difficult to attract new ones, either of which could harm our business and results of operations. 28 Table of Contents Our business could be materially and adversely affected as a result of natural disasters, terrorism or other catastrophic events.
Any such litigation could distract management from day-to-day operations and further adversely affect the market price of our common stock. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None.
In addition, delayed financial reports could expose us to the risk of litigation concerning any impact upon the price of our common stock. Any such litigation could distract management from day-to-day operations and further adversely affect the market price of our common stock. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Also, trends in the financial industry which influence the requirements used by lenders 24 Table of Contents to evaluate potential consumers can result in reduced availability of financing.
Also, banks failures, loan defaults and/or other trends in the financial industry which influence the requirements used by lenders to evaluate potential consumers can result in reduced availability of financing.
The Communications Act and FCC rules and policies limit the number of broadcasting properties that any person or entity may own (directly or by attribution) in any market and require FCC approval for transfers of control and assignments of licenses. The FCC’s media ownership rules remain subject to further agency and court proceedings.
Certain Regulatory Risks The FCC’s media ownership rules could restrict our ability to acquire radio stations. The Communications Act and FCC rules and policies limit the number of broadcasting properties that any person or entity may own (directly or by attribution) in any market and require FCC approval for transfers of control and assignments of licenses.
The effects of such seasonality (including the weather), combined with the severe structural changes that have occurred in the U.S. economy, make it difficult to estimate future operating results based on the previous results of any specific quarter and may adversely affect operating results.
The effects of such seasonality (including the weather), combined with the severe structural changes that have occurred in the U.S. economy, make it difficult to estimate future operating results based on the previous results of any specific quarter and may adversely affect operating results. 23 Table of Contents Our success is dependent upon audience acceptance of our content, particularly our television and radio programs, which is difficult to predict.
The FCC has in the past vigorously enforced its indecency rules against the broadcasting industry and has threatened to initiate license revocation proceedings against broadcast licensees for “serious” indecency violations.
The FCC has in the past vigorously enforced its indecency rules against the broadcasting industry and has threatened to initiate license revocation proceedings against broadcast licensees for “serious” indecency violations. Further, broadcasting obscene, indecent or profane programming, may potentially subject broadcasters to license revocation, renewal or qualification proceedings.
We must also pay royalties to the copyright owners of sound recordings for the digital audio transmission of such sound recordings on the Internet. We pay such royalties under federal statutory licenses and pay applicable license fees to Sound Exchange, the non-profit organization designated by the United States Copyright Royalty Board to collect such license fees.
We pay such royalties under federal statutory licenses and pay applicable license fees to Sound Exchange, the non-profit organization designated by the United States Copyright Royalty Board to collect such license fees. The royalty rates applicable to sound recordings under federal statutory licenses are subject to adjustment.
We have incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the restatement of our previously issued financial statements and the ongoing remediation of material weaknesses in our internal control over financial reporting. We have implemented and will continue to implement additional processes utilizing existing resources and adding new resources as needed.
We have incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the revision of our previously issued financial statements and the ongoing remediation of material weaknesses in our 21 Table of Contents internal control over financial reporting.
Finally, recently, our digital business has seen significant growth in its business due to advertisers increased interest in minority controlled media given recent social justice/equality trends. Should these trends reverse or decline, revenues within our digital and other segments could be adversely impacted.
If we cannot continue to develop and improve our advertising products and services or if prices for our advertising products and services decrease, our digital advertising revenues could be adversely affected. Finally, recently, our digital business has seen significant growth in its business due to advertisers increased interest in minority-controlled media given recent social justice/equality trends.
Increases in interest rates and the reduced availability of financing for consumer products may impact the demand for advertising. In general, demand for certain consumer products may be adversely affected by increases in interest rates and the reduced availability of financing.
Such failures could have a material adverse effect on our financial condition, results of operations and cash flow. Increases in interest rates and the reduced availability of financing for consumer products may impact the demand for advertising. In general, demand for certain consumer products may be adversely affected by increases in interest rates and the reduced availability of financing.
While we have procedures to monitor and limit exposure to credit risk on our receivables, this risk is heightened during periods of uncertain economic conditions and there can be no assurance such procedures will effectively limit our credit risk. Such failures could have a material adverse effect on our financial condition, results of operations and cash flow.
Our outstanding accounts receivable are not covered by collateral or credit insurance. While we have procedures to monitor and limit exposure to credit risk on our receivables, this risk is heightened during periods of uncertain economic conditions and there can be no assurance such procedures will effectively limit our credit risk.
We face risks related to the restatement of our previously issued consolidated financial statements with respect to the Affected Periods.
We face risks related to the revision of our previously issued consolidated financial statements with respect to December 31, 2023 and 2022 (the “Affected Periods”).
Such events could disrupt our operations or those of our customers or third parties on which we rely, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility. The Company’s business diversification efforts, including its efforts to expand its gaming investments, are subject to risks and uncertainties.
Such events could disrupt our operations or those of our customers or third parties on which we rely, including through direct damage to assets and indirect impacts from supply chain disruption and market volatility. Our entry into new lines of business may not succeed and may result in increased shareholder value.
To the extent these steps are not successful, we could be forced to incur additional time and expense. Our management’s attention has also been diverted from the operation of our business in connection with the restatements and ongoing remediation of material weaknesses in our internal controls.
Our management’s attention has also been diverted from the operation of our business in connection with the revision and ongoing remediation of material weaknesses in our internal controls.
If any such sector’s spending represents a significant portion of our advertising revenues, any reduction in its advertising expenditures may affect our revenue. The risks associated with our business could be more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising expenditures.
The risks associated with our business could be more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising expenditures. A decrease in advertising expenditures could adversely impact our business, financial condition, and results of operations.
The state and condition of the global financial markets and fluctuations in the global and U.S. economies may have an unpredictable impact on our business and financial condition. From time to time, including as a result of inflation, changes in interest rates, recession or the current pandemic, the global equity and credit markets experience high levels of volatility and disruption.
From time to time, including as a result of inflation, bank failures, changes in interest rates, recession or the COVID-19 pandemic public health crisis, the global equity and credit markets experience high levels of volatility and disruption.
If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected. 22 Table of Contents The restatement of our previously issued financial statements has been time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash flows.
The revision of our previously issued financial statements and ongoing remediation of material weaknesses have been time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash flows.
On May 19, 2023, the Company received a second letter (the “Second Nasdaq Letter”) notifying the Company that it was not in compliance with requirements of the Rule as a result of not having timely filed its 2022 Form 10-K and its Quarterly Report on Form 10-Q for the period ended March 31, 2023 (the “Q1 2023 Form 10-Q” and, together with the 2022 Form 10-K, the “Delinquent Reports”), with the SEC.
If NASDAQ accepts the compliance plan, NASDAQ may grant the Company an exception of up to 180 calendar days from the filing’s due date to regain compliance. ​ On May 23, 2024, the Company received a second letter (the "Second 2024 NASDAQ Notice") from NASDAQ notifying the Company that it was further non-compliant with the Periodic Filing Rule as a result of not having timely filed its Quarterly Report on Form 10-Q for the period ended March 31, 2024 (the "2024 Q1 Form 10-Q" and together with the 2023 Form 10-K, the “ 2024 Delayed Filings”) with the SEC.
Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer. Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users’ data.
Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer. The use of our computers and digital technology in substantially all aspects of our business operations gives rise to cybersecurity risks.
Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations. We currently pay royalties to song composers and publishers through BMI, ASCAP, SESAC and GMR but not to record labels or recording artists for exhibition or use of over the air broadcasts of music.
Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations. We currently pay royalties to song composers and publishers through Broadcast Music, Inc (“BMI”), American Society of Composers, Authors, and Publishers (“ASCAP”), SEASAC, Inc. (“SESAC”) and Global Music Rights Inc.
Pursuant to the terms of employment with our President and Chief Executive Officer, Mr. Alfred C. Liggins, III, in recognition of Mr.
Unique Risks Related to Our Capital Structure Our President and CEO has an interest in TV One that may conflict with your interests. Pursuant to the terms of employment with our President and CEO, Mr. Alfred C. Liggins, III, in recognition of Mr.
Any deterioration in the economy could negatively impact our results of operations. Many financial and economic analysts have forecasted a recession in calendar year 2023 and/or 2024. Our results of operations could be negatively impacted by recession, economic fluctuations, or future economic downturns. Also, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions.
Risks Related to the Nature and Operations of Our Business Our results may be impacted by economic trends. Our results of operations could be negatively impacted by economic fluctuations or future economic downturns. Advertising expenditures by our clients tend to be cyclical, reflecting overall economic conditions.
On April 3, 2023, we were notified that we were not in compliance with requirements of NASDAQ Listing Rule 5250(c)(1) (the “Rule”) as a result of not having timely filed the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”), with the Securities and Exchange Commission (“SEC”).
However, on April 8, 2024, the Company received a new letter (the "First 2024 NASDAQ Notice") from NASDAQ notifying the Company that it was not in compliance with the Periodic Filing Rule as a result of not having timely filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”).
Radio revenues in certain markets in which we operate have lagged the growth of the general United States economy as audiences have not returned to pre-pandemic levels. 23 Table of Contents Adverse developments affecting the financial services industry could adversely affect our liquidity, financial condition, and results of operations, either directly or through adverse impacts on certain of our vendors and customers.
Radio revenues in certain markets in which we operate have lagged the growth of the general United States economy as audiences have not returned to pre-pandemic levels. We may be adversely affected by the effects of inflation.
The restatement related to our material weakness in internal control over financial reporting over the investments in MGM National Harbor.
The understatement of stock-based compensation is related to the Company’s material weakness over stock-based compensation. The Company’s misstatement relating to the accounting change in RVAEH is related to our material weakness in internal control over financial reporting over investments in RVAEH.
If we cannot effectively make our products and services available on these devices, fewer internet consumers may access and use our products and services and our advertising revenue may be negatively affected. Unrelated third parties may claim that we infringe on their rights based on the nature and content of information posted on websites we maintain.
Should these trends reverse or decline, revenues within our digital and other segments could be adversely impacted. Unrelated third parties may claim that we infringe on their rights based on the nature and content of information posted on websites we maintain.
Future asset impairment to the carrying values of our FCC licenses and goodwill could adversely impact our results of operations and net worth. As of December 31, 2022, we had approximately $488.4 million in broadcast licenses and $216.6 million in goodwill, which totaled $705.0 million, and represented approximately 52.7% of our total assets.
Future asset impairment to the carrying values of our FCC licenses and goodwill within the radio broadcasting segment could adversely impact our results of operations and net worth.
If we cannot ensure that our distribution methods and content are responsive to our cable television segment’s target audiences, our business could be adversely affected. Unique Risks Related to Our Capital Structure Our President and Chief Executive Officer has an interest in TV One that may conflict with your interests.
If we cannot ensure that our distribution methods and content are responsive to our cable television segment’s target audiences, our business could be adversely affected. We acquire content and ancillary rights and pay related rights fees, license fees, royalties and/or contingent compensation. We license content from other media organizations.
Changes in population, demographics, audience tastes and other factors beyond our control, could also cause changes in audience ratings or market share. Failure by us to respond successfully to these changes could have an adverse effect on our business and financial performance.
Such competitors could also have preferential access to content and important technologies, such as artificial intelligence (“AI”), customer data or other competitive information. Our competitors may also enter into business combinations or alliances that strengthen their competitive positions. Failure by us to respond successfully to these changes could have an adverse effect on our business and financial performance.
If our common stock were to be delisted, the liquidity of our common stock would be adversely affected and the market price of our common stock could decrease. In addition, the Delinquent Reports could expose the Company to risk of litigation concerning any impact upon the Company’s price of the Company’s common stock.
The Second NASDAQ Notice noted that the Company has until June 7, 2024, to file both 2024 Delayed Filings or to submit a compliance plan as required by the First 2024 NASDAQ Notice. ​ If our common stock were to be delisted, the liquidity of our common stock would be adversely affected, and the market price of our common stock could decrease.
In addition, as discussed in Note 2 – Restatement of Financial Statements , management and our Audit Committee, after discussion with our independent registered public accounting firm, concluded that our previously issued financial statements for the Affected Periods should be restated due to understatements in the value of the MGM Investment.
In addition, as discussed in Note 2 – Revision of Previously Issued Financial Statements to the consolidated financial statements in this Form 10-K, during the preparation of the interim consolidated financial statements for the quarterly period as of March 31, 2023, management and our Audit Committee, after discussion with our independent registered public accounting firm, concluded that identified misstatements in our accounting for stock-based compensation and the Company’s investment in the operation of RVA Entertainment Holdings, LLC, (“RVAEH”), and the related tax effects, were not material to its previously issued consolidated financial statements, however, the effect of correcting these adjustments in 2023 would materially misstate the Company’s unaudited financial statements for three months ended March 31, 2023.
Removed
Risks Related to the Nature and Operations of Our Business Impact of Public Health Crisis An epidemic or pandemic disease outbreak, such as the COVID-19 pandemic, has caused, and may cause in the future, disruption to the media industry and to our business operations.
Added
In addition to the adjustments related to the stock-based compensation and RVAEH, the Company also included corrections for other immaterial adjustments impacting trade accounts receivable, net, accounts payable, other long-term liabilities, and accumulated deficit in the consolidated balance sheets and selling, general and administrative expenses, corporate selling, general and administrative expenses, and related tax effect in the consolidated statements of operations.
Removed
Preventative and protective measures taken by governmental authorities and private actors in response to a global health crisis may disrupt the ways in which Americans live, work and spend.
Added
If one or more of the foregoing risks or challenges persist, our business, operations and financial condition are likely to be materially and adversely affected.
Removed
Further, the demand for advertising across our various segments/platforms is linked to the level of economic activity and employment in the U.S. and the ways in and rates at which various media are consumed. Specifically, our business is heavily dependent on the demand for advertising from consumer-focused companies.
Added
We have implemented and will continue to implement additional processes utilizing existing resources and adding new resources as needed. To the extent these steps are not successful, we could be forced to incur additional time and expense.
Removed
Dislocation of consumer demand due to changes in commuter volume and patterns and/or hybrid work models has caused, and could further cause, advertisers to reduce, postpone or otherwise change their marketing spending generally, and on our platforms in particular. Such results could have a material adverse effect on our business and financial condition.
Added
The state and condition of the global financial markets and fluctuations in the global and U.S. economies may have an unpredictable impact on our business and financial condition.
Removed
We are continuing to see some of the foregoing effects and could see additional effects in the future from COVID-19 which are not within our control and cannot be accurately predicted and are uncertain.
Added
Inflation has the potential to adversely affect our liquidity, business, financial condition and results of operations by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices we charge our customers.
Removed
Adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to bank failures and/or market-wide liquidity problems.
Added
The existence of inflation in the economy has resulted in, and may continue to result in, higher interest rates and capital costs, increased costs of labor, weakening exchange rates and other similar effects. As a result of inflation, we have experienced and may continue to experience, cost increases.
Removed
These events could have an adverse effect on our financial condition and results of operations, either directly or through an adverse impact on certain of our vendors and customers. For example, on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES The types of properties required to support each of our radio stations include offices, studios and transmitter/antenna sites. Our other media properties, such as Interactive One, generally only require office space. We typically lease our studio and office space with lease terms ranging from five to 10 years in length.
Biggest changeITEM 2. PROPERTIES The types of properties required to support each of our radio stations include offices, studios and transmitter/antenna sites. Our other media properties, such as Interactive One, generally only require office space. We typically lease our studio and office space with lease terms ranging from five to 15 years in length.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMINE SAFETY DISCLOSURE Not applicable. 35 Table of Contents PART II.
Biggest changeMINE SAFETY DISCLOSURE Not applicable. 34 Table of Contents PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Price Range of Our Class A and Class D Common Stock Our Class A voting common stock is traded on The NASDAQ Stock Market (“NASDAQ”) under the symbol “UONE.” The following table presents, for the quarters indicated, the high and low daily closing prices per share of our Class A Common Stock as reported on the NASDAQ. ​ ​ ​ ​ ​ ​ ​ ​ High Low 2022 ​ ​ ​ ​ First Quarter ​ $ 6.62 ​ $ 4.19 Second Quarter ​ ​ 13.00 ​ ​ 5.46 Third Quarter ​ ​ 6.60 ​ ​ 4.97 Fourth Quarter ​ ​ 6.14 ​ ​ 4.42 ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ First Quarter ​ $ 8.87 ​ $ 4.16 Second Quarter ​ ​ 20.95 ​ ​ 4.56 Third Quarter ​ ​ 9.01 ​ ​ 6.40 Fourth Quarter ​ ​ 11.43 ​ ​ 4.47 ​ Our Class D non-voting common stock is traded on the NASDAQ under the symbol “UONEK.” The following table presents, for the quarters indicated, the high and low daily closing prices per share of our Class D Common Stock as reported on the NASDAQ. ​ ​ ​ ​ ​ ​ ​ ​ High Low 2022 ​ ​ ​ ​ First Quarter ​ $ 5.28 ​ $ 3.27 Second Quarter ​ ​ 6.88 ​ ​ 4.28 Third Quarter ​ ​ 5.12 ​ ​ 3.51 Fourth Quarter ​ ​ 5.05 ​ ​ 3.65 ​ ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​ First Quarter ​ $ 1.98 ​ $ 1.20 Second Quarter ​ ​ 6.45 ​ ​ 1.68 Third Quarter ​ ​ 7.07 ​ ​ 4.55 Fourth Quarter ​ ​ 7.40 ​ ​ 3.15 ​ Number of Stockholders Based upon a survey of record holders and a review of our stock transfer records, as of May 19, 2023, there were 11,134 holders of Urban One’s Class A Common Stock, two holders of Urban One’s Class B Common Stock, two holders of Urban One’s Class C Common Stock, and approximately 5,586 holders of Urban One’s Class D Common Stock.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Price Range of Our Class A and Class D Common Stock Our Class A voting common stock is traded on the NASDAQ under the symbol “UONE.” The following table presents, for the quarters indicated, the high and low daily closing prices per share of our Class A Common Stock as reported on the NASDAQ. ​ ​ ​ ​ ​ ​ ​ ​ High Low 2023 ​ ​ ​ ​ First Quarter ​ $ 7.60 ​ $ 4.68 Second Quarter ​ ​ 7.95 ​ ​ 5.45 Third Quarter ​ ​ 6.07 ​ ​ 4.99 Fourth Quarter ​ ​ 5.90 ​ ​ 3.69 ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ First Quarter ​ $ 6.62 ​ $ 4.19 Second Quarter ​ ​ 13.00 ​ ​ 5.46 Third Quarter ​ ​ 6.60 ​ ​ 4.97 Fourth Quarter ​ ​ 6.14 ​ ​ 4.42 ​ Our Class D non-voting common stock is traded on the NASDAQ under the symbol “UONEK.” The following table presents, for the quarters indicated, the high and low daily closing prices per share of our Class D Common Stock as reported on the NASDAQ. ​ ​ ​ ​ ​ ​ ​ ​ High Low 2023 ​ ​ ​ ​ First Quarter ​ $ 5.56 ​ $ 4.06 Second Quarter ​ ​ 6.14 ​ ​ 5.19 Third Quarter ​ ​ 6.03 ​ ​ 4.78 Fourth Quarter ​ ​ 5.78 ​ ​ 3.45 ​ ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​ First Quarter ​ $ 5.28 ​ $ 3.27 Second Quarter ​ ​ 6.88 ​ ​ 4.28 Third Quarter ​ ​ 5.12 ​ ​ 3.51 Fourth Quarter ​ ​ 5.05 ​ ​ 3.65 ​ Number of Stockholders Based upon a survey of record holders and a review of our stock transfer records, as of April 10, 2024, there were 9,494 holders of Urban One’s Class A Common Stock, two holders of Urban One’s Class B Common Stock, two holders of Urban One’s Class C Common Stock, and approximately 5,433 holders of Urban One’s Class D Common Stock.
In addition, any determination to declare and pay dividends will be made by our Board of Directors in light of our earnings, financial position, capital requirements, contractual restrictions contained in our credit facility and the indentures governing our senior subordinated 36 Table of Contents notes, and other factors as the Board of Directors deems relevant.
In addition, any determination to declare and pay dividends will be made by our Board of Directors in light of our earnings, financial position, capital requirements, contractual restrictions contained in our credit facility and the indentures governing our senior subordinated 35 Table of Contents notes, and other factors as the Board of Directors deems relevant.
(See Note 11 — Long-Term Debt of our consolidated financial statements.) ITEM 6. SELECTED FINANCIAL DATA Not required for smaller reporting companies.
(See Note 10 — Long-Term Debt of our consolidated financial statements.) ITEM 6. [RESERVED]

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeBusiness 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. 45 Table of Contents Summary of Performance The table below provides a summary of our performance based on the metrics described above: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2021 ​ ​ ​ ​ ​ (As Restated) ​ ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenue ​ $ 484,604 ​ $ 440,285 ​ Net income attributable to common stockholders ​ ​ 37,329 ​ ​ 36,791 ​ Broadcast and digital operating income ​ 201,984 ​ 179,234 ​ Adjusted EBITDA ​ ​ 165,592 ​ ​ 150,222 ​ ​ The reconciliation of net income to broadcast and digital operating income is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2021 ​ ​ ​ ​ ​ (As Restated) ​ ​ (In thousands) Net income attributable to common stockholders ​ $ 37,329 ​ $ 36,791 Add back non-broadcast and digital operating income items included in net income: ​ ​ ​ ​ Interest income ​ (939) ​ (218) Interest expense ​ 61,751 ​ 65,702 Provision for income taxes ​ 16,721 ​ 13,034 Corporate selling, general and administrative, excluding stock-based compensation ​ 49,985 ​ 50,837 Stock-based compensation ​ 6,595 ​ 565 (Gain) loss on retirement of debt ​ (6,718) ​ 6,949 Other income, net ​ (16,083) ​ (8,134) Depreciation and amortization ​ 10,034 ​ 9,289 Noncontrolling interests in income of subsidiaries ​ 2,626 ​ 2,315 Impairment of long-lived assets ​ ​ 40,683 ​ ​ 2,104 Broadcast and digital operating income ​ $ 201,984 ​ $ 179,234 ​ 46 Table of Contents The reconciliation of net income to adjusted EBITDA is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2021 ​ ​ ​ ​ ​ (As Restated) ​ ​ (In thousands) Net income attributable to common stockholders ​ $ 37,329 ​ $ 36,791 Add back non-broadcast and digital operating income items included in net income: ​ ​ ​ ​ ​ ​ Interest income ​ ​ (939) ​ ​ (218) Interest expense ​ ​ 61,751 ​ ​ 65,702 Provision for income taxes ​ ​ 16,721 ​ ​ 13,034 Depreciation and amortization ​ ​ 10,034 ​ ​ 9,289 EBITDA ​ $ 124,896 ​ $ 124,598 Stock-based compensation ​ ​ 6,595 ​ ​ 565 (Gain) loss on retirement of debt ​ ​ (6,718) ​ ​ 6,949 Other income, net ​ ​ (16,083) ​ ​ (8,134) Noncontrolling interests in income of subsidiaries ​ ​ 2,626 ​ ​ 2,315 Corporate development costs ​ ​ 1,810 ​ ​ 6,727 Employment Agreement Award and other compensation ​ ​ 2,129 ​ ​ 6,163 Contingent consideration from acquisition ​ ​ — ​ ​ 280 Severance-related costs ​ ​ 850 ​ ​ 965 Impairment of long-lived assets ​ ​ 40,683 ​ ​ 2,104 Investment income from MGM National Harbor ​ ​ 8,804 ​ ​ 7,690 Adjusted EBITDA ​ $ 165,592 ​ $ 150,222 ​ ​ ​ ​ 47 Table of Contents Liquidity and Capital Resources Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility.
Biggest changeSummary of Performance The table below provides a summary of our performance based on the metrics described above: ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ (In thousands) ​ ​ ​ ​ ​ ​ Net revenue $ 477,690 ​ $ 484,604 Broadcast and digital operating income ​ 168,366 ​ ​ 201,572 Adjusted EBITDA ​ 128,379 ​ ​ 165,180 Net income attributable to common stockholders ​ 2,050 ​ ​ 34,343 ​ 45 Table of Contents The reconciliation of net income to broadcast and digital operating income is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ Net income attributable to common stockholders ​ $ 2,050 ​ $ 34,343 Add back/(deduct) certain non-broadcast and digital operating income items included in net income: ​ ​ ​ ​ Interest income ​ (6,967) ​ (939) Interest expense ​ 56,196 ​ 61,751 Provision for income taxes ​ 7,944 ​ 16,418 Corporate selling, general and administrative, excluding stock-based compensation ​ 53,583 ​ 49,854 Stock-based compensation ​ 9,975 ​ 9,912 Gain on retirement of debt ​ (2,356) ​ (6,718) Other income, net ​ (96,084) ​ (16,083) Loss from unconsolidated joint venture ​ 5,131 ​ — Depreciation and amortization ​ ​ 7,101 ​ ​ 10,034 Net income attributable to noncontrolling interests ​ ​ 2,515 ​ ​ 2,317 Impairment of goodwill, intangible assets, and long-lived assets ​ ​ 129,278 ​ ​ 40,683 Broadcast and digital operating income ​ $ 168,366 ​ $ 201,572 ​ The reconciliation of net income to adjusted EBITDA is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 ​ ​ (In thousands) ​ ​ ​ ​ ​ ​ ​ Net income attributable to common stockholders ​ $ 2,050 ​ $ 34,343 Add back/(deduct) certain non-broadcast and digital operating income items included in net income: ​ ​ ​ ​ ​ ​ Interest income ​ ​ (6,967) ​ ​ (939) Interest expense ​ ​ 56,196 ​ ​ 61,751 Provision for income taxes ​ ​ 7,944 ​ ​ 16,418 Depreciation and amortization ​ ​ 7,101 ​ ​ 10,034 EBITDA ​ $ 66,324 ​ $ 121,607 Stock-based compensation ​ ​ 9,975 ​ ​ 9,912 Gain on retirement of debt ​ ​ (2,356) ​ ​ (6,718) Other income, net ​ ​ (96,084) ​ ​ (16,083) Loss from unconsolidated joint venture ​ ​ 5,131 ​ ​ — Net income attributable to noncontrolling interests ​ ​ 2,515 ​ ​ 2,317 Corporate development costs ​ ​ 8,196 ​ ​ 2,221 Employment Agreement Award and other compensation ​ ​ 169 ​ ​ 1,587 Severance-related costs ​ ​ 669 ​ ​ 850 Impairment of goodwill, intangible assets, and long-lived assets ​ ​ 129,278 ​ ​ 40,683 Investment income (expense) from MGM National Harbor 1 ​ ​ (115) ​ ​ 8,804 Other nonrecurring expenses ​ ​ 4,677 ​ ​ — Adjusted EBITDA ​ $ 128,379 ​ $ 165,180 ​ 1 Investment income (expense) from MGM National Harbor is included in other income, net. ​ ​ 46 Table of Contents Liquidity and Capital Resources From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases.
Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed and long-lived intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation.
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.
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 long-lived intangible assets or capital structure.
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.
The Current ABL Facility matures on the earlier to occur of (a) the date that is five (5) 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 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.
However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures. ​ ​ 39 Table of Contents URBAN ONE, INC.
However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures. ​ ​ 38 Table of Contents URBAN ONE, INC.
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. The Company assesses the fair value of the redeemable noncontrolling interest in Reach Media as of the end of each reporting period.
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. The Company assesses the fair value of the redeemable noncontrolling interests in Reach Media as of the end of each reporting period.
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.
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 internet segment include expenses related to the advertising traffic (scheduling and insertion) functions.
As defined in the Agreement, the calculation of the put is based on operating results, Enterprise Value and the Put Price Multiple. The inputs used in this measurement technique are specific to the entity, MGM National Harbor, and there are no current observable prices for investments in private companies that are comparable to MGM National Harbor.
As defined in the Agreement, the calculation of the put was based on operating results, Enterprise Value and the Put Price Multiple. The inputs used in this measurement technique were specific to the entity, MGM National Harbor, and there are no current observable prices for investments in private companies that are comparable to MGM National Harbor.
The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price, and is equal to the net amount receivable from the customer. ​ 38 Table of Contents Our cable television segment generates the Company’s cable television revenue, and derives its revenue principally from advertising and affiliate revenue.
The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer. ​ Our cable television segment generates the Company’s cable television revenue and derives its revenue principally from advertising and affiliate revenue.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and estimates and market factors. 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, mature operating profit margin, terminal growth rate, and 51 Table of Contents discount rate.
Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and estimates and market factors. 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.
For 2023, 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 successfully executing our multimedia strategy.
For 2024, 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.
In addition, the Current ABL Facility provides for letter of credit capacity of up to $5 million subject to certain limitations on availability. 58 Table of Contents ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 8.
In addition, the Current ABL Facility provides for letter of credit capacity of up to $5.0 million subject to certain limitations on availability. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 8.
The Current ABL Facility provides for up to $50 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 million as a part of the overall $50 million in capacity.
The Current ABL Facility 47 Table of Contents 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.
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 fair values to recently completed sales transactions for goodwill, and by comparing our estimated fair values to the market capitalization of the Company for both goodwill and broadcasting licenses.
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 fair values to recently completed sales transactions for goodwill, and by comparing our estimated reporting unit fair values to the market capitalization of the Company.
Our annual impairment testing is performed as of October 1 of each year using an income approach.
Our annual impairment assessment is performed as of October 1 of each year using an income approach.
This method relies on a contractually agreed upon formula established between the Company and MGM National Harbor as defined in the Second Amended and Restated Operating Agreement of MGM National Harbor, LLC (“the Agreement”), rather than market-based inputs or traditional valuation methods.
This method relied on a contractually agreed upon formula established between the Company and MGM National Harbor as defined in the Second Amended and Restated Operating 52 Table of Contents Agreement of MGM National Harbor, LLC (“the Agreement”) rather than market-based inputs or traditional valuation methods.
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 48 Table of Contents restricted subsidiaries.
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.
We believe our estimate of the value of our radio broadcasting licenses and goodwill is a critical accounting estimate as the value is significant in relation to our total assets, and our estimate of the value uses assumptions that incorporate variables based on past experiences and judgments about future operating performance.
We believe our estimate of the value of our radio broadcasting licenses and goodwill within the radio broadcasting segment is a critical accounting estimate 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.
These contracts relate to their content assets as well as prepaid programming related agreements. Of the total amount of other operating contracts and agreements included in the table above, approximately $96.6 million has not been recorded on the balance sheet as of December 31, 2022, as it does not meet recognition criteria.
These contracts relate to their content assets as well as prepaid programming related agreements. Of the total amount of other operating contracts and agreements included in the table above, approximately $106.0 million has not been recorded on the balance sheet as of December 31, 2023, as it does not meet recognition criteria.
On January 25, 2021, the Company closed on an offering (the “2028 Notes Offering”) of $825 million in aggregate principal amount of senior secured notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
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”).
Approximately $13.0 million relates to certain commitments for content agreements for our cable television segment, approximately $38.7 million relates to employment agreements, and the remainder relates to other agreements. Off-Balance Sheet Arrangements The Company currently is under a letter of credit reimbursement and security agreement with capacity of up to $1.2 million which expires on October 8, 2024.
Approximately $33.5 million relates to certain commitments for content agreements for our cable television segment, approximately $29.2 million relates to employment agreements, and the remainder relates to other agreements. Off-Balance Sheet Arrangements The Company currently is under a letter of credit reimbursement and security agreement with capacity of up to $1.2 million which expires on October 8, 2024.
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. ​ Recent Accounting Pronouncements See Note 3 — Summary of Significant Accounting Policies of our consolidated financial statements for a summary of recent accounting pronouncements.
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. ​ Recent Accounting Pronouncements See Note 3 — Summary of Significant Accounting Policies of our consolidated financial statements for a summary of recent accounting pronouncements. 49 Table of Contents CRITICAL ACCOUNTING ESTIMATES Our accounting policies are described in Note 3 – Summary of Significant Accounting Policies of our consolidated financial statements.
(b) 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, noncontrolling interests in income of subsidiaries, other (income) expense, corporate selling, general and 44 Table of Contents administrative expenses, stock-based compensation, impairment of long-lived assets and (gain) loss on retirement of debt.
(b) 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, noncontrolling 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.
Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights, Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. We currently have arrangements with ASCAP, SESAC and GMR.
Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as GMR, have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders.
As of December 31, 2022, there were no borrowings outstanding on the Current ABL Facility. ​ 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) the then applicable margin relative to LIBOR Loans (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
As of December 31, 2023, there were no borrowings outstanding on the Current ABL Facility. ​ 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 LIBOR Loans (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
The key assumptions associated with determining the estimated fair value for goodwill include revenue growth rates of each radio market, future operating profit margins, terminal growth rate, and the discount rate.
The key assumptions associated with determining the estimated fair value for goodwill within the radio broadcasting segment include revenue growth rates of each radio market reporting unit, operating profit margins, terminal growth rate, and the discount rate.
During the year ended December 31, 2022, the Company executed Stock Vest Tax Repurchases of 344,702 shares of Class D Common Stock in the amount of approximately $1.5 million at an average price of $4.29 per share. See Note 13 — Stockholders’ Equity of our consolidated financial statements for further information on our common stock.
During the year ended December 31, 2023, the Company executed Stock Vest Tax Repurchases of 312,448 shares of Class D Common Stock in the amount of approximately $1.6 million at an average price of $5.21 per share. See Note 12 — Stockholders’ Equity of our consolidated financial statements for further information on our common stock.
As of December 31, 2022, the Company had letters of credit totaling $871,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.
As of December 31, 2023, the Company had letters of credit totaling approximately $0.8 million under the agreement for certain operating leases and certain insurance policies. Letters of credit issued under the agreement are required to be collateralized with cash.
Reach Media generated approximately $18.9 million of broadcast and digital operating income during the year ended December 31, 2022, compared to approximately $17.0 million during the year ended December 31, 2021, primarily due to lower expenses.
Reach Media generated approximately $17.9 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $18.9 million during the year ended December 31, 2022, primarily due to higher expenses offset by higher revenue.
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 accounting principles generally accepted in the United States of America (“GAAP”).
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.
(c) Adjusted EBITDA : Adjusted EBITDA consists of net income (loss) plus (1) depreciation and amortization, income taxes, interest expense, noncontrolling interests in income of subsidiaries, impairment of long-lived assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement and other compensation, contingent consideration from acquisition, corporate development costs, severance-related costs, investment income, less (2) other income and interest income.
(c) Adjusted EBITDA : Adjusted EBITDA consists of net income (loss) plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to noncontrolling interests, impairment of goodwill, intangible assets, and long-lived 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, less (2) other income, net and interest income.
This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One.
This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D common stock of Urban One, at the discretion of Urban One. The noncontrolling interest shareholders of Reach Media exercised 50% of their Put Right on January 29, 2024.
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 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.
Finally, our cable television segment generated approximately $113.4 million of broadcast and digital operating income during the year ended December 31, 2022, compared to approximately $103.0 million during the year ended December 31, 2021, with the increase primarily due to higher net revenues, partially offset by higher expenses.
Finally, our cable television segment generated approximately $95.5 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $113.4 million during the year ended December 31, 2022, with the decrease primarily due to lower net revenues and higher expenses.
In September 2022, the Compensation Committee of the Board of Directors of the 55 Table of Contents Company approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement.
In April 2024, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, which were effective January 2022, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement.
Operating expenses Programming and technical, excluding stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Increase/(Decrease) 2022 2021 ​ ​ ​ ​ $ 122,629 $ 119,072 $ 3,557 3.0 % ​ 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.
Operating expenses Programming and technical, excluding stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change 2023 2022 ​ ​ ​ ​ $ 136,884 $ 122,629 $ 14,255 11.6 % ​ 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.
Our digital segment generated approximately $21.8 million of broadcast and digital operating income during the year ended December 31, 2022, compared to approximately $17.2 million during the year ended December 31, 2021, primarily due to an increase in net revenues, partially offset by increased expenses.
Our digital segment generated approximately $20.0 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $21.8 million during the year ended December 31, 2022, primarily due to decrease in net revenues and increased expenses.
Royalty Agreements Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers, Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly.
Royalty Agreements Musical works rights holders, generally songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the ASCAP, BMI and SESAC. The market for rights relating to musical works is changing rapidly.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of Urban One required by this item are filed with this report on Pages F-1 to F-74. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements of Urban One required by this item are filed with this report on Pages F-1 to F-52.
On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain 57 Table of Contents conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026.
On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional three-year extended term that the Company may effectuate prior to the end of the initial term.
Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. 37 Table of Contents The following chart shows the percentage of consolidated net revenue generated by each reporting segment. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2022 2021 ​ ​ ​ ​ (As Restated) ​ Radio broadcasting segment ​ 32.3 % 31.9 % ​ ​ ​ ​ ​ ​ Reach Media segment ​ 8.9 % 10.6 % ​ ​ ​ ​ ​ ​ Digital segment ​ 16.2 % 13.6 % ​ ​ ​ ​ ​ ​ Cable television segment ​ 43.3 % 44.7 % ​ ​ ​ ​ ​ ​ All other - corporate/eliminations ​ (0.7) % (0.8) % ​ The following chart shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ 2022 2021 Percentage of core radio business generated from local advertising ​ 57.3 % 59.2 % ​ ​ ​ ​ ​ ​ Percentage of core radio business generated from national advertising, including network advertising ​ 38.8 % 36.3 % ​ National and local advertising also includes advertising revenue generated from our digital segment.
The following chart shows the percentage of consolidated net revenue generated by each reporting segment. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ 2023 2022 Radio broadcasting segment ​ 32.7 % 32.3 % ​ ​ ​ ​ ​ ​ Reach Media segment ​ 11.1 % 8.9 % ​ ​ ​ ​ ​ ​ Digital segment ​ 15.8 % 16.2 % ​ ​ ​ ​ ​ ​ Cable television segment ​ 41.1 % 43.3 % ​ ​ ​ ​ ​ ​ All other - corporate/eliminations ​ (0.7) % (0.7) % ​ 36 Table of Contents The following chart shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business. ​ ​ ​ ​ ​ ​ ​ ​ Years Ended ​ ​ December 31, ​ 2023 2022 Percentage of core radio business generated from local advertising ​ 60.6 % 57.3 % ​ ​ ​ ​ ​ ​ Percentage of core radio business generated from national advertising, including network advertising ​ 33.9 % 38.8 % ​ National and local advertising also includes advertising revenue generated from our digital segment.
Our radio broadcasting segment generated approximately $47.9 million of broadcast and digital operating income during the year ended December 31, 2022, compared to approximately $42.0 million during the year ended December 31, 2021, an increase of approximately $5.9 million, primarily due to higher net revenues, partially offset by higher expenses.
Our radio broadcasting segment generated approximately $34.6 million of broadcast and digital operating income during the year ended December 31, 2023, compared to approximately $47.5 million during the year ended December 31, 2022, a decrease of approximately $12.9 million, primarily due to lower net revenues and higher expenses.
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.
Credit Rating Agencies 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.
Corporate selling, general and administrative, excluding stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Increase/(Decrease) 2022 2021 ​ ​ ​ ​ $ 49,985 ​ $ 50,837 ​ $ (852) (1.7) % ​ 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, excluding stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Change 2023 2022 ​ ​ ​ ​ $ 53,583 ​ $ 49,854 ​ $ 3,729 7.5 % ​ Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.
(Gain) loss on retirement of debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Increase/(Decrease) 2022 2021 ​ ​ ​ ​ $ (6,718) $ 6,949 $ 13,667 196.7 % ​ As discussed above, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 89.5% of par, resulting in a net gain on retirement of debt of approximately $6.7 million for the year ended December 31, 2022.
During the year ended 42 Table of Contents December 31, 2022, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 89.5% of par, resulting in a net gain on retirement of debt of approximately $6.7 million during the year ended December 31, 2022.
The license includes an optional three-year extended term that the Company may effectuate prior to the end of the initial term. ​ Reach Media Redeemable Noncontrolling Interests Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”).
The RMLC is negotiating with BMI and SESAC. ​ Reach Media Redeemable Noncontrolling Interests Beginning on January 1, 2018, the noncontrolling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the “Put Right”).
The following table presents a sensitivity analysis showing the impact on our quantitative annual impairment testing resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal growth rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5% and 10% reduction in the fair values of broadcasting licenses and reporting units. ​ ​ ​ ​ ​ ​ ​ ​ ​ Hypothetical Increase in the ​ ​ Recorded Impairment Charge ​ ​ For the Year Ended ​ ​ December 31, 2022 ​ ​ Broadcasting ​ ​ ​ ​ ​ Licenses ​ Goodwill (a) ​ (In millions) Impairment charge recorded: ​ ​ Radio market reporting units ​ $ 33.5 ​ $ 7.2 ​ ​ ​ ​ ​ ​ ​ Hypothetical change for radio market reporting units: ​ ​ A 100 basis point decrease in radio industry terminal growth rates ​ $ 24.5 ​ $ — A 100 basis point decrease in operating profit margin in the projection period ​ ​ 7.6 ​ ​ — A 100 basis point increase in the applicable discount rate ​ ​ 39.8 ​ ​ 0.5 A 5% reduction in the fair value of broadcasting licenses and reporting units ​ ​ 12.2 ​ ​ — A 10% reduction in the fair value of broadcasting licenses and reporting units ​ ​ 29.5 ​ ​ 0.6 ​ ​ ​ ​ ​ ​ ​ ​ (a) Goodwill impairment charge applies only to further goodwill impairment and not to any potential license impairment that could result from changing other assumptions. 53 Table of Contents See Note 6 – Goodwill, Radio Broadcasting Licenses and Other Intangible Assets , of our consolidated financial statements for further discussion. ​ Impairment of Intangible Assets Excluding Goodwill, Radio Broadcasting Licenses and Other Indefinite-Lived Intangible Assets Intangible assets, excluding goodwill, radio broadcasting licenses and other indefinite-lived intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or group of assets may not be fully recoverable.
The following table presents sensitivity analyses for broadcasting licenses and goodwill of reporting units within the radio broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal growth rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5% and 10% reduction in the fair values of broadcasting licenses and reporting units. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hypothetical Increase in the Recorded Impairment Charge For the Year Ended December 31, 2023 ​ ​ Broadcasting ​ ​ ​ ​ Licenses ​ Goodwill (a) ​ ​ ​ (in millions) ​ Impairment Charge Recorded: ​ ​ ​ ​ ​ ​ ​ Radio Market Reporting Units ​ $ 129.3 ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ Hypothetical Change for Radio Market Reporting Units: ​ ​ ​ ​ ​ ​ A 100 basis point decrease in radio industry terminal growth rates ​ $ 10.2 ​ $ 3.7 ​ A 100 basis point decrease in operating profit margin in the projection period ​ 5.5 ​ 3.4 ​ A 100 basis point increase in the applicable discount rate ​ 25.1 ​ 5.4 ​ A 5% reduction in the fair value of broadcasting licenses and reporting units ​ 6.6 ​ 3.8 ​ A 10% reduction in the fair value of broadcasting licenses and reporting units ​ 20.1 ​ 5.8 ​ (a) Goodwill impairment charge applies only to further goodwill impairment and not to any potential license impairment that could result from changing other assumptions. ​ See Note 6 – Goodwill, Radio Broadcasting Licenses and Other Intangible Assets , of our consolidated financial statements for further discussion. ​ Fair Value Measurements The Company completed the sale of its MGM Investment on April 21, 2023.
The following table summarizes the interest rates in effect with respect to our debt as of December 31, 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Applicable ​ ​ Amount ​ Interest Type of Debt Outstanding Rate ​ ​ (In millions) ​ ​ 7.375% Senior Secured Notes, net of issuance costs (fixed rate) ​ $ 739.0 7.375 % Asset-backed credit facility (variable rate) (1) ​ ​ — — ​ ​ (1) Subject to variable LIBOR or Prime plus a spread that is incorporated into the applicable interest rate.
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. 48 Table of Contents The following table summarizes the interest rates in effect with respect to our debt as of December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Applicable ​ ​ Amount ​ Interest Type of Debt Outstanding Rate ​ ​ (In millions) ​ ​ 2028 Notes, net of issuance costs (fixed rate) ​ $ 716.2 7.375 % Asset-backed credit facility (variable rate) (1) ​ ​ — — ​ ​ (1) Subject to variable SOFR or Prime plus a spread that is incorporated into the applicable interest rate.
The following table provides a summary of our statements of cash flows for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2022 2021 ​ ​ (In thousands) Net cash flows provided by operating activities ​ $ 67,060 ​ $ 80,150 Net cash flows (used in) provided by investing activities ​ ​ (28,683) ​ ​ 1,714 Net cash flows used in financing activities ​ ​ (95,216) ​ ​ (3,504) ​ Net cash flows provided by operating activities were approximately $67.1 million and $80.2 million for the years ended December 31, 2022 and 2021, respectively.
The following table provides a summary of our statements of cash flows for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 ​ ​ (In thousands) Net cash flows provided by operating activities ​ $ 64,645 ​ $ 66,548 Net cash flows provided by (used in) investing activities ​ ​ 95,358 ​ ​ (28,683) Net cash flows used in financing activities ​ ​ (28,312) ​ ​ (94,704) ​ Net cash flows provided by operating activities were approximately $64.6 million and $66.5 million for the years ended December 31, 2023 and 2022, respectively.
Our cable television segment experienced a decrease of approximately $2.9 million for the year ended December 31, 2022, compared to the same period in 2021 due primarily to lower content amortization expense. 41 Table of Contents Selling, general and administrative, excluding stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Increase/(Decrease) 2022 2021 ​ ​ ​ ​ ​ ​ ​ (As Restated) ​ ​ ​ ​ ​ ​ $ 159,991 ​ $ 141,979 ​ $ 18,012 12.7 % ​ 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 in our cable television segment increased approximately $8.8 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to higher content amortization expense, payroll, production facility and bad debt expense, partially offset by a decrease in promotional expenses. 40 Table of Contents Selling, general and administrative, excluding stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Change 2023 2022 ​ ​ ​ ​ $ 172,440 ​ $ 160,403 ​ $ 12,037 7.5 % ​ 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.
The Company accounts for goodwill and broadcasting licenses under ASC Topic 350, Intangibles – Goodwill and Other , which requires the Company to test goodwill at the reporting unit level and other indefinite-lived assets for impairment annually or whenever events or circumstances indicate that impairment may exist.
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 at the unit of accounting level for impairment annually or whenever events or circumstances indicate that impairment may exist.
Restatement of Previously Issued Financial Statements This Management’s Discussion and Analysis (“MD&A”) has been restated to give effect to the restatement of the Company’s consolidated financial statements, as more fully described in Note 2, Restatement of Financial Statements .
Revision of Previously Issued Financial Statements This Management’s Discussion and Analysis (“MD&A”) has been revised to give effect to the revision of the Company’s consolidated financial statements, as more fully described in Note 2 - Revision of Previously Issued Financial Statements of our consolidated financial statements. ​ Overview For the year ended December 31, 2023, consolidated net revenue decreased approximately 1.4% compared to the year ended December 31, 2022.
Expenses Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization.
Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities. 37 Table of Contents Expenses Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization.
Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions.
Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.
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.
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. 44 Table of Contents Broadcast and digital operating income decreased to approximately $168.4 million for the year ended December 31, 2023, compared to approximately $201.6 million for the year ended December 31, 2022, a decrease of approximately $33.2 million or 16.5%.
Our digital segment experienced an increase of approximately $3.3 million for the year ended December 31, 2022, compared to the same period in 2021 due primarily to higher compensation expenses, consulting, content expenses and video production costs.
Expenses in our digital segment decreased approximately $0.1 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to lower content expenses and video production costs partially offset by higher payroll expenses.
The following chart shows the sources of our net revenue for the years ended December 31, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ 2022 2021 $ Change % Change ​ ​ ​ ​ ​ (As Restated) ​ ​ ​ ​ ​ ​ ​ ​ (In thousands) ​ ​ ​ ​ ​ Radio advertising $ 177,268 $ 165,244 $ 12,024 7.3 % Political advertising ​ ​ 13,226 ​ ​ 3,494 ​ ​ 9,732 278.5 ​ Digital advertising ​ ​ 76,730 ​ ​ 59,812 ​ ​ 16,918 28.3 ​ Cable television advertising ​ ​ 112,857 ​ ​ 95,589 ​ ​ 17,268 18.1 ​ Cable television affiliate fees ​ ​ 96,963 ​ ​ 101,203 ​ ​ (4,240) (4.2) ​ Event revenues & other ​ ​ 7,560 ​ ​ 14,943 ​ ​ (7,383) (49.4) ​ Net revenue $ 484,604 $ 440,285 $ 44,319 10.1 % ​ 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.
The following chart shows the sources of our net revenue for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ 2023 2022 $ Change % Change ​ ​ (In thousands) ​ ​ Net Revenue: ​ ​ ​ ​ Radio advertising $ 182,362 $ 177,268 $ 5,094 2.9 % Political advertising ​ ​ 3,881 ​ ​ 13,226 ​ ​ (9,345) (70.7) ​ Digital advertising ​ ​ 74,866 ​ ​ 76,730 ​ ​ (1,864) (2.4) ​ Cable television advertising ​ ​ 108,307 ​ ​ 112,857 ​ ​ (4,550) (4.0) ​ Cable television affiliate fees ​ ​ 87,747 ​ ​ 96,963 ​ ​ (9,216) (9.5) ​ Event revenues & other ​ ​ 20,527 ​ ​ 7,560 ​ ​ 12,967 171.5 ​ Net revenue $ 477,690 $ 484,604 $ (6,914) (1.4) % ​ 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.
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. We had a total goodwill carrying value of approximately $216.6 million across 10 of our 16 reporting units as of December 31, 2022.
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.
Net cash flows used in investing activities were approximately $28.7 million for the year ended December 31, 2022 and net cash flows provided by investing activities were approximately $1.7 million for the year ended December 31, 2021.
Net cash flows provided by investing activities were approximately $95.4 million for the year ended December 31, 2023 and net cash flows used in investing activities were approximately $28.7 million for the year ended December 31, 2022. The increase was primarily driven by the sale of the Company’s MGM investment partially offset by the deconsolidation of RVAEH.
Cash flow from operating activities for the year ended December 31, 2022, decreased from the prior year primarily due to timing of payments. Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements.
Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements.
Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities.
Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show, and the DL Hughley Show.
Reach Media paid approximately $1.6 million and $2.4 million, respectively in dividends to noncontrolling interest shareholders for the years ended December 31, 2022 and 2021. The Company also received proceeds of approximately $7.5 million on its PPP Loan during the year ended December 31, 2021.
During the years ended December 31, 2023 and 2022, the Company repurchased approximately $22.3 million and $67.1 million, respectively, of our 2028 Notes. Finally, Reach Media paid approximately $4.4 million and $1.6 million in dividends to noncontrolling interest shareholders during the years ended December 31, 2023 and 2022, respectively.
During the year ended December 31, 2022, the Company repurchased approximately $75.0 million of its 2028 Notes at an average price of approximately 89.5% of par. This reduction in the outstanding debt balances led to a reduction in interest expense.
As discussed above, 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, resulting in a net gain on retirement of debt.
Our cable television segment experienced an increase of approximately $5.4 million for the year ended December 31, 2022, compared to the same period in 2021 primarily due to higher promotional and advertising expenses, compensation costs and research expenses.
Finally, expenses in our cable television segment decreased approximately $4.6 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to a decrease in promotional, travel and entertainment expenses.
Our radio broadcasting segment experienced an increase of approximately $8.1 million for the year ended December 31, 2022, compared to the same period in 2021 primarily due to higher compensation costs, research and promotional accounts.
Expenses in our radio broadcasting segment increased approximately $7.4 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to higher payroll, research, travel and entertainment and insurance expenses, as well as promotional accounts.
Stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Increase/(Decrease) 2022 2021 ​ ​ ​ ​ $ 6,595 ​ $ 565 ​ $ 6,030 1,067.3 % ​ The increase in stock-based compensation for the year ended December 31, 2022, compared to the same period in 2021, was primarily due to the timing of grants and vesting of stock awards for executive officers and other management personnel.
The increase in stock-based compensation for the year ended December 31, 2023, compared to year ended December 31, 2022, was primarily due to the timing of grants and vesting of stock awards for certain executive officers and other management personnel. 41 Table of Contents Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change 2023 2022 ​ ​ ​ ​ ​ $ 7,101 $ 10,034 $ (2,933) (29.2) % ​ Depreciation and amortization expense was approximately $7.1 million for the year ended December 31, 2023, compared to approximately $10.0 million for the year ended December 31, 2022, a decrease of approximately $2.9 million.
During the fourth quarter of 2022, the Company determined that the contractual valuation approach should be utilized, as it believes this more closely approximates the fair value of the investment at that time.
During the fourth quarter of 2022, the Company adopted the contractual valuation method described above as it believes it more closely approximates the fair value of the investment at that time. The Company accounts for an award called for in the CEO’s employment agreement (the “Employment Agreement”) at fair value.
The Company estimated the fair value of the Employment Agreement Award as of December 31, 2022, at approximately $26.3 million and, accordingly, adjusted the liability to that amount. The fair value estimate incorporated a number of assumptions and estimates, including but not limited to TV One’s future financial projections.
The Company estimated the fair value of the Employment Agreement Award as of December 31, 2023 and 2022, at approximately $23.0 million and $25.7 million, respectively, and, accordingly, adjusted the liability to that amount.
See “ Liquidity and Capital Resources .” See the balances outstanding as of December 31, 2022 in the “Type of Debt” section as part of the “ Liquidity and Capital Resources ” section above. Lease Obligations We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next nine years.
The Company had no other indebtedness. 53 Table of Contents Lease Obligations We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next forty-nine years.
Goodwill and Radio Broadcasting Licenses Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations. As of December 31, 2022, we had approximately $488.4 million in broadcast licenses and $216.6 million in goodwill, which totaled $705.0 million, and represented approximately 52.7% of our total assets.
Goodwill within the Radio Broadcasting Segment and Radio Broadcasting Licenses Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations.
The increase in programming and technical expenses for the year ended December 31, 2022, compared to the same period in 2021 is primarily due to higher expenses in our radio broadcasting, Reach Media and digital segments, which was partially offset by a decrease in expenses at our cable television segment.
The increase in programming and technical expenses for the year ended December 31, 2023, compared to the same period in 2022 was due to higher expenses across most segments.
Refer to Note 2 - Restatement of Financial Statements for further details. The MGM Investment is preferred stock that has a non-transferable put right and is classified as an available-for-sale debt security. For the periods restated, the Company considered two models: the dividend discount model and the contractual valuation approach.
Please refer to Note 3(q) – Investments of our consolidated financial statements for more details. The investment in MGM National Harbor was preferred stock that had a non-transferable put right and was classified as an available-for-sale debt security. The investment was initially measured at fair value using a dividend discount model.
The Company evaluated the appropriateness of each valuation technique as of each reporting period and ultimately determined that the dividend discount model should be utilized for the periods from the fourth quarter of 2020 up until the third quarter of 2022, based on the facts, circumstances, and information available at the time.
The inputs used to measure the fair value of this security are classified as Level 3 within the fair value hierarchy. Throughout the periods from the fourth quarter of 2020 up until the third quarter of 2022, the Company relied on the dividend discount model for valuation purposes based on the facts, circumstances, and information available at the time.
We recognized approximately $209.9 million from our cable television segment for the year ended December 31, 2022, compared to approximately $197.0 million of revenue for the same period in 2021, with the increase due primarily to increased advertising sales.
We recognized approximately $196.2 million of revenue from our cable television segment during the year ended December 31, 2023, compared to $209.9 million during the year ended December 31, 2022, a decrease of approximately $13.7 million. The decrease was primarily driven by a decrease in affiliate fees due to subscriber churn, lower ratings and decreased advertising sales.
Our digital segment experienced an increase of approximately $10.7 million for the year ended December 31, 2022 compared to the same period in 2021, primarily due to higher compensation costs, higher traffic acquisition costs and web services fees.
Expenses in our digital segment decreased approximately $1.1 million for the year ended December 31, 2023, compared to the year ended December 31, 2022 due primarily to lower compensation costs.
The fair value of the redeemable noncontrolling interests as of December 31, 2022 and 2021, was approximately $25.3 million and $18.7 million, respectively. The determination of fair value incorporated a number of assumptions and estimates including, but not limited to, revenue growth rates, future operating profit margins, discount rate and a terminal growth rate.
The fair value estimate incorporated a number of assumptions and estimates, including but not limited to revenue growth rates, future operating profit margins, discount rate, peer companies, EBITDA multiples and weighting of the income and market approach.
The results of these comparisons confirmed that the fair value estimates resulting from our annual assessments in 2022 were reasonable. 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.
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. We have 13 radio market reporting units within the radio broadcasting segment.
We have 16 reporting units as of our October 2022 annual impairment assessment, consisting of each of the 13 radio markets within the radio segment and each of the other three business segments. Significant impairment charges have been an ongoing trend experienced by media companies in general, and are not unique to us.
Significant impairment charges have been an ongoing trend experienced by media companies in general and are not unique to us.
The 2022 and 2021 annual effective tax rates primarily reflect taxes at statutory tax rates, and the impact of permanent tax adjustments, including non-taxable PPP Loan income forgiveness for the year ended December 31, 2022.
For the year ended December 31, 2022, we recorded a provision for income taxes of approximately $16.4 million on pre-tax income of $53.1 million resulting with an annual effective tax rate of 30.9%. This rate primarily reflects taxes at statutory tax rates, and the impact of permanent differences associated with non-deductible officer compensation, and non-taxable PPP Loan income forgiveness.
The Company recorded a net gain on retirement of debt of approximately $6.7 million for the year ended December 31, 2022. See Note 11 — Long-Term Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.
See Note 10 — Long-Term Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements. On February 19, 2021, the Company closed on an asset backed credit facility (the “Current ABL Facility”).

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