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What changed in URBAN ONE, INC.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of URBAN ONE, INC.'s 2023 and 2024 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 2024 report.

+397 added−369 removedSource: 10-K (2025-03-27) vs 10-K (2024-06-07)

Top changes in URBAN ONE, INC.'s 2024 10-K

397 paragraphs added · 369 removed · 286 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

65 edited+5 added−12 removed58 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 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.
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 Market Rank Metro Population 2024 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 8 Table of Contents WRNB Urban Contemporary 25-54 WPPZ-HD2 Contemporary Inspirational 25-54 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 4 KBFB Urban Contemporary 18-34 KZMJ Urban Contemporary 25-54 Baltimore 22 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 20 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-HD2 Hispanic 25-54 Cleveland 37 9 Table of Contents WENZ Urban Contemporary 18-34 WERE-AM News/Talk 35-64 WJMO-AM Spanish 25-54 WZAK Urban AC* 25-54 WENZ-HD2 Contemporary Inspirational 25-54 Columbus 36 WCKX Urban Contemporary 18-34 WXMG Urban AC* 25-54 WJYD Contemporary Inspirational 25-54 WWLG/WWLA Hispanic 25-54 WQMC-TV Television 25-54 Raleigh 35 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 51 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 and Old School refers to Old School Hip/Hop 10 Table of Contents For the year ended December 31, 2024, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media.
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.
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, the Get Up! Mornings with Erica Campbell Show and the DL Hughley Show.
The FCC also has adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed mutually exclusive applications for authority to construct new stations or certain major changes in existing stations. Such procedures may limit our efforts to modify or expand the broadcast signals of our stations.
The FCC has also adopted procedures for the auction of broadcast spectrum in circumstances where two or more parties have filed mutually exclusive applications for authority to construct new stations or certain major changes in existing stations. Such procedures may limit our efforts to modify or expand the broadcast signals of our stations.
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.
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; 14 Table of Contents • there have been no serious violations by the licensee of the Communications Act or FCC rules and regulations; and • 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.
An AM radio station operates on either a clear channel, regional channel or local channel. A clear channel serves wide areas, particularly at night. A regional channel serves primarily a principal population center and the contiguous rural areas. A local channel serves primarily a community and the suburban and rural areas immediately contiguous to it.
An AM radio station operates on either a clear channel, regional channel or local channel. A clear channel serves wide areas, particularly at night. A regional channel primarily serves a principal population center and the contiguous rural areas. A local channel primarily serves a community and the suburban and rural areas immediately contiguous to it.
Such matters include or may include: ● changes to the license authorization and renewal process; ● proposals to increase record keeping, including enhanced disclosure of stations’ efforts to serve the public interest; ● proposals to impose spectrum use or other fees on FCC licensees; ● changes to rules relating to political broadcasting, including proposals to grant free airtime to candidates, and other changes regarding political and non-political program content, political advertising rates and sponsorship disclosures; ● revised rules and policies regarding the regulation of the broadcast of indecent content; ● proposals to increase the actions stations must take to demonstrate service to their local communities; ● technical and frequency allocation matters; ● changes in broadcast multiple ownership, foreign ownership, cross-ownership and ownership attribution rules and policies; ● service and technical rules for digital radio, including possible additional public interest requirements for terrestrial digital audio broadcasters; ● legislation that would provide for the payment of sound recording royalties to artists, musicians or record companies whose music is played on terrestrial radio stations; and ● changes to tax laws affecting broadcast operations and acquisitions.
Such matters include or may include: • changes to the license authorization and renewal process; • proposals to increase record keeping, including enhanced disclosure of stations’ efforts to serve the public interest; • proposals to impose spectrum use or other fees on FCC licensees; • changes to rules relating to political broadcasting, including proposals to grant free airtime to candidates, and other changes regarding political and non-political program content, political advertising rates and sponsorship disclosures; • revised rules and policies regarding the regulation of the broadcast of indecent content; • proposals to increase the actions stations must take to demonstrate service to their local communities; • technical and frequency allocation matters; • changes in broadcast multiple ownership, foreign ownership, and ownership attribution rules and policies; • service and technical rules for digital radio, including possible additional public interest requirements for terrestrial digital audio broadcasters; • legislation that would provide for the payment of sound recording royalties to artists, musicians or record companies whose music is played on terrestrial radio stations; and • changes to tax laws affecting broadcast operations and acquisitions.
For purposes of the EDP rule, equity includes all stock, whether voting or nonvoting, and interests held by limited partners or limited liability company members that are “insulated” from material involvement in the company’s media activities. A major programming supplier is any supplier that provides more than 15% of the station’s weekly programming hours.
For purposes of the EDP rule, equity includes all stock, whether voting or nonvoting, and interests held by limited partners or limited liability company members that are “insulated” from material involvement in the company’s media activities. A major programming supplier is any supplier that provides more than 15.0% of the station’s weekly programming hours.
The Communications Act prohibits more than 25% indirect foreign ownership or control of a licensee through a parent company if the FCC determines the public interest will be served by such prohibition. The FCC has interpreted this provision of the Communications Act to require an affirmative public interest finding before this 25% limit may be exceeded.
The Communications Act prohibits more than 25.0% indirect foreign ownership or control of a licensee through a parent company if the FCC determines the public interest will be served by such prohibition. The FCC has interpreted this provision of the Communications Act to require an affirmative public interest finding before this 25.0% limit may be exceeded.
Under the Communications Act, a broadcast license may not be granted to or held by any person who is not a U.S. citizen or by any entity that has more than 20% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, or by foreign governments or their representatives.
Under the Communications Act, a broadcast license may not be granted to or held by any person who is not a U.S. citizen or by any entity that has more than 20.0% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, or by foreign governments or their representatives.
Under the EDP rule, a major programming supplier or the holder of an attributable interest in a same-market radio station will have an attributable interest in a station if the supplier or same-market media entity also holds debt or equity, or both, in the station that is greater than 33% of the value of the station’s total debt plus equity.
Under the EDP rule, a major programming supplier or the holder of an attributable interest in a same-market radio station will have an attributable interest in a station if the supplier or same-market media entity also holds debt or equity, or both, in the station that is greater than 33.0% of the value of the station’s total debt plus equity.
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.
An entity with one or more radio stations in a market that enters into an 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 15.0% of the brokered radio station’s weekly broadcast hours.
If the assignment or transfer involves a substantial change in ownership or control of the licensee, for example, the transfer of more than 50% of the voting stock, the applicant must give public notice and the application is subject to a 30-day period for public comment.
If the assignment or transfer involves a substantial change in ownership or control of the licensee, for example, the transfer of more than 50.0% of the voting stock, the applicant must give public notice and the application is subject to a 30-day period for public comment.
A radio station’s listenership is measured by the Portable People Meter TM (the “PPM TM ”) system or diary ratings surveys, both of which estimate the number of listeners tuned to a radio station and the time they spend listening to that radio station.
A radio station’s listenership is measured by the Portable People Meter™ (the “PPM™”) system or diary ratings surveys, both of which estimate the number of listeners tuned to a radio station and the time they spend listening to that radio station.
The balance of net revenue from our radio segment is primarily derived from ticket sales, and revenue related to sponsored events, management fees and other alternative revenue.
The balance of net revenue from our Radio Broadcasting segment is primarily derived from ticket sales, revenue related to sponsored events, management fees and other alternative revenue.
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.
The following table sets forth information with respect to each of our radio stations for which we held the license as of December 31, 2024. Stations which we did not own as of December 31, 2024, but operated under an LMA, are not reflected on this table. A broadcast station’s market may be different from its community of license.
Audience ratings and advertising revenue are subject to change and any adverse change in a market could adversely affect our net revenue in that market.
Audience ratings and advertising revenue are subject to change and any adverse change in conditions in a market could adversely affect our net revenue in that market.
The FCC’s rules provide that these grandfathered combinations may not be sold intact except to certain “eligible entities,” which the FCC defines as entities qualifying as a small business consistent with Small Business Administration standards. The media ownership rules are subject to review by the FCC every four years.
The FCC’s rules provide that these grandfathered combinations may not be sold intact except to certain “eligible entities”, which the FCC defines as entities qualifying as a small business consistent with Small Business Administration standards. The media ownership rules are subject to review by the FCC every four years.
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.
Market Station Call Letters Year of Acquisition FCC Class Power Kilowatts HAAT in Meters Broadcasting Frequency License 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 0.4 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 15 Table of Contents 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 0.3 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 WJYD-FM 2001 A 6 99 106.3 MHz 10/1/2028 WXMG-FM 2016 B 21 232 95.5 MHz 10/1/2028 WWLG-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 16 Table of Contents 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 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.
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.
As of December 31, 2024, 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.
The FCC will entertain and authorize, on a case-by-case basis and upon a sufficient public interest showing and favorable executive branch review, proposals to exceed the 25% indirect foreign ownership limit in broadcast licensees. The FCC applies its media ownership limits to “attributable” interests.
The FCC will entertain and may authorize, on a case-by-case basis and upon a sufficient public interest showing and favorable executive branch review, proposals to exceed the 25.0% indirect foreign ownership limit in broadcast licensees. The FCC applies its media ownership limits to “attributable” interests.
The ability to secure distribution agreements is dependent upon the production, acquisition and packaging of original content, viewership, the marketing and advertising support and incentives provided to distributors, the product offering across a series of networks within a region, and the prices charged for carriage.
The ability to secure distribution agreements is dependent upon the production, acquisition and packaging of original content, the viewership, the marketing and advertising support and incentives provided to distributors, product offerings across a series of networks within a region, and the prices charged for carriage.
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.
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 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.
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 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. 18 Table of Contents The FCC requires that licensees not discriminate in hiring practices on the basis of race, color, religion, national origin or gender.
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”).
Non-controlling 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”).
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 success in selling advertising 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.
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.
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.
Certain passive investors that hold stock for investment purposes only are deemed attributable with the ownership of 20% or more of the voting stock of a licensee or parent corporation.
Certain passive investors that hold stock for investment purposes only are deemed attributable with the ownership of 20.0% or more of the voting stock of a corporate licensee or parent corporation.
Programming and Operations. The Communications Act requires broadcasters to serve the “public interest” by presenting programming that responds to community problems, needs and interests and by maintaining records demonstrating such responsiveness. The FCC considers complaints from viewers or listeners about a broadcast station’s programming.
Programming and Operations. The Communications Act requires broadcasters to serve the “public interest” by presenting programming that responds to community problems, needs and interests and by maintaining records demonstrating such responsiveness. The FCC may consider complaints from viewers or listeners about a broadcast station’s programming.
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.
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 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.
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).
The identified assets and liabilities of KROI-FM had 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 and intangible assets, on the consolidated statement of operations).
Similarly, a radio station owner’s right under a joint sales agreement (“JSA”) to sell more than 15% per week of the advertising time on another radio station in the same market constitutes an attributable ownership interest in such station for purposes of the FCC’s ownership rules.
Similarly, a radio station owner’s right under a joint sales agreement (“JSA”) to sell more than 15.0% per week of the advertising time on a non-owned radio station in the same market constitutes an attributable ownership interest in such station for purposes of the FCC’s ownership rules.
The interests of officers, directors and those who directly or indirectly hold five percent or more of the total outstanding voting stock of a corporation that holds a broadcast license (or a corporate parent) are generally deemed attributable interests, as are any limited partnership or limited liability company interests that are not properly “insulated” from management activities.
The interests of officers, directors and those who directly or indirectly hold five percent or more of the total outstanding voting stock of a corporation that holds a broadcast license (or a corporate parent) are generally deemed attributable interests, as are any limited partnership or limited liability company interests that are not properly “insulated” from management activities pursuant to FCC defined criteria.
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.
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. 19 Table of Contents Internet Address and Internet Access to SEC Reports Our internet address is www.urban1.com.
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.
We consider our Radio Broadcasting segment to be our core radio business. Within our core radio business, seven of the 13 markets in which we operated radio stations throughout 2024 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 77.2% of our radio station net revenue for the year ended December 31, 2024.
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.
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 has been appealed, and in addition, the FCC’s 2022 quadrennial review of its media ownership rules is currently pending.
Among other things, the FCC: ● assigns frequency bands for radio broadcasting; ● determines the particular frequencies, locations, operating power, interference standards, and other technical parameters for radio broadcast stations; ● issues, renews, revokes and modifies radio broadcast station licenses; ● imposes annual regulatory fees and application processing fees to recover its administrative costs; ● establishes technical requirements for certain transmitting equipment to restrict harmful emissions; ● adopts and implements regulations and policies that affect the ownership, operation, program content, employment, and business practices of radio broadcast stations; and ● has the power to impose penalties, including monetary forfeitures, for violations of its rules and the Communications Act.
Among other things, the FCC: • assigns frequency bands for radio broadcasting; • determines the particular frequencies, locations, operating power, interference standards, and other technical parameters for radio broadcast stations; • issues, renews, revokes and modifies radio broadcast station licenses; • imposes annual regulatory fees and application processing fees to recover its administrative costs; • establishes technical requirements for certain transmitting equipment to restrict harmful emissions; • adopts and implements regulations and policies that affect the ownership, operation, program content, employment, and business practices of radio broadcast stations; and • has the power to impose penalties, including monetary forfeitures, for violations of its rules and the Communications Act. 13 Table of Contents The Communications Act prohibits the assignment of an FCC license, or the transfer of control of an FCC licensee, without the prior approval of the FCC.
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.
On August 1, 2023, immediately prior to the closing of the CMG Acquisition, after approval by the FCC, the identified assets and liabilities were transferred to an irrevocable trust and removed from the Company’s ownership and consolidated balance sheets as part of customary closing terms.
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.
Human Capital As of December 31, 2024, we employed 962 full-time employees and 434 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.
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.
In addition to being broadcast on 47 Urban One stations, our syndicated radio programming also was available on 225 non-Urban One stations throughout the United States as of December 31, 2024. 11 Table of Contents 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.
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.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 38.9% of our total consolidated net revenue for the year ended December 31, 2024.
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.
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. On November 1, 2023, after the approval by the FCC, the KTHT Divestiture was completed.
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.
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 core radio business. In a strategy similar to our radio market segmentation, we have multiple complementary media and online brands.
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.
The Communications Act and FCC rules generally restrict ownership, operation or control of, or the common holding of attributable interests in, radio broadcast stations serving the same local market in excess of specified numerical limits. 17 Table of Contents 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); • 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 50.0% of the radio stations in such market.
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.
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.
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.
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.
We provide our employees with competitive salaries and bonuses, development programs that enable continued learning and growth, and offer an employment package that promotes well-being across all aspects of their lives, including health care, retirement planning and paid time off. As a business founded by an African-American woman, diversity and inclusion is engrained in our corporate history.
We provide our employees with competitive salaries and bonuses, development programs that enable continued learning and growth, and offer an employment package that promotes well-being across all aspects of their lives, including health care, retirement planning and paid time off.
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.
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.
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.
In anticipation of the above mentioned 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.
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.
Urban One Market Data Market Number of Stations* Entire Audience Four Book Average Audience Share (1) Ranking by Size of African-American Population Persons 12+ (2) Estimated Fall 2024 Metro Population Persons 12+ FM AM HD LP/TV ** Total (millions) African- American % Atlanta 4 1 15.8 2 5.3 37 Washington, DC 4 2 10.8 3 5.2 27 Dallas 2 4.2 5 7.0 18 Houston 5 4 19.0 6 6.5 19 Philadelphia 2 2 5.4 7 4.8 20 Baltimore 2 2 1 15.0 11 2.5 31 Charlotte 5 1 1 19.2 12 2.6 23 Raleigh-Durham 4 16.2 17 1.8 21 Cleveland 2 2 1 12.1 21 1.8 20 Richmond 4 2 17.1 26 1.1 28 Columbus 5 1 7.9 25 1.8 18 Indianapolis 5 1 2 1 36.0 30 1.7 18 Cincinnati 2 1 1 5.1 33 1.9 14 Total 46 11 13 2 (1) Audience share data are for the 12+ demographic and derived from the Nielsen Survey ending with the Fall 2024 Nielsen Survey (2) Population estimates are from the Nielsen Radio Market Survey Population, Rankings and Information, Fall 2024 *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.
Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business.
Our ability to secure distribution agreements is necessary to ensure the retention of our audiences. Our contractual agreements with distributors are renewed or renegotiated from time to time in the ordinary course of business.
Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to communicate 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. Our core radio broadcasting franchise operates under the brand “Radio One”.
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 a put option available to it and received approximately $136.8 million at the time of settlement of the put option in April 2023. The exercise of our put option represented a full divestiture of our interest in MGM National Harbor.
Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. TV One also derives revenue from affiliate fees under the terms of various affiliation agreements generally based upon a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.
TV One also derives revenue from affiliate fees under the terms of various affiliate agreements generally based upon a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.
“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.
“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. The table below excludes HD Radio multicast streams and LPTV stations.
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.
(See Note 20 – 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.
Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide.
Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide. 12 Table of Contents Our TV One and CLEO TV cable television networks compete with other networks and platforms for the acquisition and distribution of content and for fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.
With our multiple brands, we are able to direct advertisers to specific audiences within the urban communities in which we are located, or to bundle the brands for advertising sales purposes when advantageous. TV One, our primary cable television franchise targeting the African-American and urban communities, derives its revenue from advertising and affiliate revenue.
Each of these brands focuses on a different segment of African-American consumers. With our multiple brands, we are able to direct advertisers to specific audiences within the urban communities in which we are located, or to bundle the brands for advertising sales purposes when advantageous.
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.
(“Katz”), a firm specializing in radio advertising sales on the national level. Katz is paid agency commissions on the advertising sold. Approximately 56.0% of our net revenue from our core radio business for the year ended December 31, 2024, was generated from the sale of local advertising and approximately 35.4% from sales to national advertisers, including network/syndication advertising.
In addition, we have been able to achieve operating efficiencies by consolidating office and studio space where possible to minimize duplicative management positions and reduce overhead expenses. Depending on market conditions, changes in ratings methodologies and economic and demographic shifts, from time to time, we may reprogram some of our stations in underperforming segments of certain markets.
In addition, we have been able to achieve operating efficiencies by consolidating office and studio space where possible to minimize duplicative management positions and reduce overhead expenses.
TM , Google TM , and Microsoft TM , with social networking sites such as Facebook TM and TikTok TM and with traditional media companies, which are increasingly offering their own digital products and services both organically and through acquisition.
Our Digital and Cable Television segments compete for the time and attention of internet users and viewers and, thus, advertisers and advertising revenues with a wide range of internet companies such as Amazon™, Netflix™, Yahoo!™, Google™, and Microsoft™, with social networking sites such as Facebook™ and TikTok™ and with traditional media companies, which are increasingly offering their own digital products and services both organically and through acquisition.
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.
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. 6 Table of Contents 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.
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.
Stations must retain records of their outreach efforts and keep an annual Equal Employment Opportunity (“EEO”) report in their public inspection files and post the report on their websites.
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.
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. The transaction price was $27.5 million. The acquisition was completed on August 1, 2023.
The identified assets and liabilities will remain in the trust until the transaction is complete, which is anticipated to occur in 2024.
The identified assets and liabilities remained in the trust until the transaction was completed on December 20, 2024.
Local sales are made by the sales staff located in our markets. National sales are made primarily by Katz Communications, Inc. (“Katz”), a firm specializing in radio advertising sales on the national level. Katz is paid agency commissions on the advertising sold.
Radio Advertising Revenue Substantially all net revenue generated from our radio franchise is generated from the sale of local, national and network advertising, which also includes low power TV revenue. Local sales are made by the sales staff located in our markets. National sales are made primarily by Katz Communications, Inc.
Removed
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.
Added
Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/elimination s”.
Removed
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
Depending on market conditions, changes in ratings methodologies and economic and demographic shifts, from time to time, we may reprogram some of our stations in underperforming segments of certain markets and/or make acquisitions of stations targeting audiences outside of our core demographic. 7 Table of Contents The following tables set forth further selected information about our portfolio of radio stations that we owned and/or operated as of December 31, 2024.
Removed
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.
Added
TV One, our primary cable television franchise targeting the African-American and urban communities, derives its revenue from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run or when guaranteed impressions are delivered depending on the terms of the contract with the customer.
Removed
(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.
Added
Providing content across various platforms is a highly competitive business.
Removed
Providing content across various platforms is a highly competitive business. Our digital and cable television segments compete for the time and attention of internet users and viewers and, thus, advertisers and advertising revenues with a wide range of internet companies such as Amazon TM , Netflix TM , Yahoo!
Added
The FCC has also reinstated a requirement that broadcasters with at least five full-time employees annually report workforce composition data, including the gender, race, and ethnicity of their employees (though that requirement has not yet become effective). From time to time, complaints may be filed against any of our radio stations alleging violations of these or other rules.
Removed
Our TV One and CLEO TV cable television networks compete with other networks and platforms for the acquisition and distribution of content and for fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content. Our ability to secure distribution agreements is necessary to ensure the retention of our audiences.
Removed
The Communications Act prohibits the assignment of an FCC license, or the transfer of control of an FCC licensee, without the prior approval of the FCC.
Removed
The Communications Act and FCC rules generally restrict ownership, operation or control of, or the common holding of attributable interests in, radio broadcast stations serving the same local market in excess of specified numerical limits.
Removed
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.
Removed
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.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

98 edited+33 added−29 removed75 unchanged
Biggest changeAny internal technology breach, error or failure impacting systems hosted internally or externally, or any large scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the Internet, may disrupt our technology network. Any individual, sustained or repeated failure of technology could impact our customer service and result in increased costs or reduced revenues.
Biggest changeIn addition, third parties may attempt to fraudulently induce employees or users to disclose information in order to gain access to our data or our users’ data on a continual basis. 27 Table of Contents Any internal technology breach, error or failure impacting systems hosted internally or externally, or any large scale external interruption in technology infrastructure we depend on, such as power, telecommunications or the internet, may disrupt our technology network.
The material weaknesses, or a failure to promptly remediate them, may adversely affect our business, our reputation, our results of operations and the market price of our common stock.
The material weaknesses, or a failure to promptly remediate them, may adversely affect our business, our reputation, our results of operations and/or the market price of our common stock.
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.
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 consumer financing.
If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that is similar to that provided by our digital segment, we may not be able to attract and increase the engagement of digital consumers on our digital properties.
If we are not able to acquire or develop compelling content and do so at reasonable prices, or if other companies offer content that is similar to that provided by our Digital segment, we may not be able to attract and increase the engagement of consumers on our digital properties.
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.
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 not result in increased shareholder value.
The filing of petitions or complaints against Urban One or any FCC licensee from which we are acquiring a station could result in the FCC delaying the grant of, refusing to grant or imposing conditions on its consent to the assignment or transfer of control of licenses.
The filing of petitions or complaints against Urban One or any FCC licensee from which we are acquiring a station could result in the FCC delaying the grant, refusing to grant, or imposing conditions on its consent to the assignment or transfer of control of licenses.
Changes to the interpretation of existing law or the adoption of new privacy-related requirements by governments or other businesses could hinder the growth of our business and cause us to incur new and additional costs and expenses.
Changes to the interpretation of existing law or the adoption of new privacy-related requirements by governments or other businesses could hinder the growth of our business and cause us to incur new additional costs and expenses.
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.
Poor ratings or traffic levels can lead to a reduction in pricing power 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.
The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams could increase as a result of private negotiations and the emergence of new performing rights organizations, which could adversely impact our businesses, financial condition, results of operations and cash flows.
The royalty rates we pay to copyright owners for the public performance of musical compositions on our radio stations and internet streams could increase as a result of private negotiations and the emergence of new performing rights organizations ("PRO"), which could adversely impact our businesses, financial condition, results of operations and cash flows.
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.
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 from other organizations and pay related rights fees, license fees, royalties and/or contingent compensation.
Providers such as Netflix TM , Hulu TM , Apple TM , Amazon TM and Google TM , as well as gaming and other consoles such as Microsoft’s Xbox TM , Sony’s PS5 TM , Nintendo’s Wii TM , and Roku TM , are aggressively establishing themselves as alternative providers of video content and services, including new and independently developed long form video content.
Providers such as Netflix™, Hulu™, Apple™, Amazon™ and Google™, as well as gaming and other consoles such as Microsoft’s Xbox™, Sony’s PS5™, Nintendo’s Wii™, and Roku™, are aggressively establishing themselves as alternative providers of video content and services, including new and independently developed long form video content.
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.
The revision of our previously issued consolidated 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.
Not only are existing privacy-related laws in these jurisdictions evolving and subject to potentially disparate interpretation by governmental entities, new legislative proposals affecting privacy are now pending at both the federal and state level in the U.S. Further, third-party service providers may from time to time change their privacy requirements.
Not only are existing privacy-related laws in these jurisdictions evolving and subject to potentially disparate interpretation by governmental entities, but new legislative proposals also affecting privacy are now pending at both the federal and state level in the U.S. Further, third-party service providers may from time to time change their privacy requirements.
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.
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 consequences, financial or otherwise. 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.
Any widespread interruption or substantial and extensive degradation in the functioning of our IT or technical platform for any reason could negatively impact our revenue and could harm our business and results of operations. If such a widespread interruption occurred, or if we failed to deliver content to users as expected, our reputation could be damaged severely.
Any widespread interruption or substantial and extensive degradation in the functioning of our IT or technical platform could negatively impact our revenue and could harm our business and results of operations. If such a widespread interruption occurred, or if we failed to deliver content to users as expected, our reputation could be damaged severely.
The loss of one or more of these arrangements could reduce the distribution of TV One’s and/or CLEO TV’s programming services and reduce revenues from subscriber fees and advertising, as applicable. Further, the loss of favorable packaging, positioning, pricing or other marketing opportunities with any distributor could reduce revenues from subscribers and associated subscriber fees.
The loss of one or more of these arrangements could reduce the distribution of TV One’s and/or CLEO TV’s programming services and reduce revenues from subscriber fees and advertising. Further, the loss of favorable packaging, positioning, pricing or other marketing opportunities with any distributor could reduce revenues from subscribers and associated subscriber fees.
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.
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 technology in substantially all aspects of our business operations gives rise to cybersecurity risks.
The media entertainment and internet businesses in which we participate increasingly depend on our ability to successfully adapt to new technologies. Technological standards across our media properties are evolving and new distribution technologies/platforms are emerging at a rapid pace.
The media entertainment and internet businesses in which we participate increasingly depend on our ability to successfully adapt to new technologies, including AI. Technological standards across our media properties are evolving and new distribution technologies/platforms are emerging at a rapid pace.
The television and distribution industries in the United States are highly regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the FCC. The television broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. The U.S.
The television and broadcast industries in the United States are highly regulated by U.S. federal laws and regulations issued and administered by various federal agencies, including the FCC. The television broadcasting industry is subject to extensive regulation by the FCC under the Communications Act. The U.S.
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.
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 are not 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.
Our failure to obtain or retain rights to popular content on any part of our multi-media platform could adversely affect our revenues. Ratings for broadcast stations and traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives.
Our failure to obtain or retain rights to popular programming or content on any part of our multi-media platform could adversely affect our revenues. Ratings for programming and traffic on a particular website are also factors that are weighed when advertisers determine which outlets to use and in determining the advertising rates that the outlet receives.
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.
Also, bank 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.
These restrictions limit or prohibit, among other things, our ability and the ability of our subsidiaries to incur additional indebtedness, issue preferred stock, incur liens, pay dividends, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of all or substantially all of our assets or make certain other payments or investments.
These restrictions limit or prohibit, among other things, our ability to incur additional indebtedness, issue preferred stock, incur liens, pay dividends, enter into asset purchase or sale transactions, merge or consolidate with another company, dispose of all or substantially all of our assets or make certain other payments or investments.
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.
Radio, television, and digital content production and distribution are inherently risky businesses because the revenues derived from the production and distribution of programming and content, and the licensing of rights to the intellectual property associated with the program or content, depend primarily upon their acceptance and perceptions by the public, which can change quickly and are difficult to predict.
The commercial success of content or a program also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which are difficult to predict.
The commercial success of programming or content also depends upon the quality and acceptance of other competing programs released into the marketplace at or near the same time, the availability of alternative forms of entertainment and leisure time activities, general economic conditions, and other tangible and intangible factors, all of which are difficult to predict.
Continued growth in our digital business also depends on our ability to continue offering a competitive and distinctive range of advertising products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services. Continuing to develop and improve these products and services may require significant time and costs.
Continued growth in our digital business also depends on our ability to offer a competitive and distinctive range of advertising products and services for advertisers and publishers and our ability to maintain or increase prices for our advertising products and services. Continuing to develop and improve these products and services may require significant time and costs.
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.
Fair values of goodwill within the Radio Market reporting unit 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.
We are unable to predict the effect that any such laws, regulations or policies may have on our cable television segment’s operations. New or changing federal, state or international privacy regulation or requirements could hinder the growth of our internet business.
We are unable to predict the effect that any such laws, regulations or policies may have on our Cable Television segment’s operations. 29 Table of Contents New or changing federal, state or international privacy regulation or requirements could hinder the growth of our internet business.
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.
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.
We have historically reported net losses in our consolidated statements of operations, due mostly in part to recording non-cash impairment charges for write-downs to radio broadcasting licenses and goodwill, interest expenses (both cash and non-cash), and revenue declines caused by weakened advertising demand resulting from the current economic environment.
We have historically reported net losses in our consolidated statements of operations, due mostly in part to recording non-cash impairment charges for write-downs to radio broadcasting licenses, the value of our intangible assets and goodwill, interest expenses (both cash and non-cash), and revenue declines caused by weakened advertising demand resulting from the economic environment.
Should we wish to register the offer and sale of our securities to the public prior to the time we are eligible to use a short form registration statement on Form S-3, both our transaction costs and the amount of time required to complete the transaction could increase, making it more difficult to timely execute any such transaction successfully and potentially harming our financial condition.
Should we wish to register the offer and sale of our securities prior to the time we are eligible to use a short form registration statement, both our transaction costs and the amount of time required to complete the transaction could increase, making it more difficult to timely execute any such transaction successfully and potentially harming our financial condition.
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.
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 Broadcasting segment revenue comes from a small number of geographic markets and our syndicated radio business, Reach Media.
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.
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.
Any economic failure or other material disruption caused by war, climate change or natural disasters, including fires, floods, hurricanes, earthquakes, and tornadoes; power loss or shortages; environmental disasters; telecommunications or business information systems failures or similar events could also adversely affect our ability to conduct business.
Any economic failure or other material disruption caused by war, public health events, government action, climate change or natural disasters, including fires, floods, hurricanes, earthquakes, and tornadoes; power loss or shortages; environmental disasters; telecommunications or business information systems failures or similar events could also adversely affect our ability to conduct business.
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.
Also, a failure or perceived failure to comply with such laws or requirements or with our own policies and 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 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.
If such disruptions contribute to a general decrease in economic activity 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.
Although we may take measures to mitigate the impact of this inflation, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. 22 Table of Contents We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions.
Although we may take measures to mitigate the impact of these increases, if these measures are not effective, our business, financial condition, results of operations and liquidity could be materially adversely affected. We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions.
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.
Changes in federal regulations or enforcement priorities could adversely affect our business operations. Congress and the FCC have considered, and may in the future adopt, new laws, regulations and policies that could, directly or indirectly, affect the profitability of our broadcast stations.
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.
As of December 31, 2024, our Chairperson and her son, our President and CEO, together held in excess of 75.0% of the outstanding voting power of our common stock.
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.
Within our core radio business, seven of the 13 markets in which we operated radio stations throughout 2024 (Atlanta, Baltimore, Charlotte, Cleveland, Houston, Indianapolis, and Washington, DC) or a portion thereof accounted for approximately 77.2% of our radio station net revenue for the year ended December 31, 2024.
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.
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.
Any such loss, disclosure, misappropriation or access could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business.
Any such event could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disruption of our operations and damage to our reputation, any or all of which could adversely affect our business.
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.
While we monitor postings on our platforms, 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.
Changes in population, demographics, audience tastes and other factors beyond our control, could also cause changes in audience ratings or market share. Consolidation among our competitors and other market participants has increased, and may continue to increase, also resulting in increased competitive pressures, such as limited availability of licensable content.
Changes in population, demographics, audience tastes and other factors beyond our control, could also cause changes in audience ratings or market share. Consolidation among our competitors and other market participants has risen recently resulting in increased competitive pressures, such as limited availability of licensable content.
Additionally, devices or services that allow users to view television programs away from traditional cable providers or on a time-shifted basis and technologies that enable users to fast-forward or skip programming, including commercials, such as DVRs and portable digital devices and systems that enable users to store or make portable copies of content, have caused changes in consumer behavior that may affect the attractiveness of our offerings to advertisers and could therefore adversely affect our revenues.
Additionally, devices or services that allow users to view television programs away from traditional cable providers or on a time-shifted basis and technologies that enable users to fast-forward or skip programming, including commercials, have caused changes in consumer behavior that may affect the attractiveness of our offerings to advertisers and could therefore adversely affect our revenues.
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”).
Liggins, III, in recognition of Mr. Liggins’ contributions in founding TV One on our behalf, he is eligible to receive an award amount equal to approximately 4.0% 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”).
These restrictions could limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. We have historically incurred net losses which could resume in the future.
These restrictions could limit our ability to grow our business through acquisitions and could limit our ability to respond to market conditions or meet extraordinary capital needs. We have historically incurred net losses which could resume in the future and may impact upon other aspects of our operations.
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.
Revenue from the operations of Reach Media, along with revenue from the seven significant contributing radio markets, accounted for approximately 38.9% of our total consolidated net revenue for the year ended December 31, 2024.
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.
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, in recent years, our Digital segment had seen significant growth in its business due to advertisers interest in social justice/equality trends.
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. We may lose audience share and advertising revenue to our competitors.
Adverse events or conditions, including reductions in government spending or employment, in one or more of the seven significant contributing radio markets or impacting Reach Media could have a material adverse effect on our overall financial performance and results of operations. We may lose audience share and advertising revenue to our competitors.
If competitive pressures continue to increase, we may not be able to produce or acquire content in a cost-effective manner. We may be outbid by our competitors for the rights to new, popular content or in connection with the renewals of popular rights we currently hold. Accordingly, there can be no assurance we will realize anticipated returns on our investments.
If competitive pressures continue to increase, we may not be able to produce or acquire content in a cost-effective manner. We may be outbid by our competitors for the rights to new, popular content or in connection with the renewals of popular rights we currently hold.
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.
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.
These services and the growing availability of online content, coupled with an expanding market for mobile devices and tablets that allow users to view content on an on-demand basis and internet-connected televisions, may impact our cable television segment’s distribution for its services and content.
These services and the growing availability of online content, coupled with an expanding market for mobile devices and tablets that allow users to view content on an on-demand basis, have decreased our Cable Television segment’s audience sizes and subscriber base and impacted distribution for its services and content.
Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key employees, including certain on-air personalities.
The loss of key personnel, including certain on-air talent, could disrupt the management and operations of our business. Our business depends upon the continued efforts, abilities and expertise of our executive officers and other key executives and employees, including certain on-air personalities.
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.
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.
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.
As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K and previous filings, management has concluded that certain internal controls over our financial reporting were not effective as of December 31, 2023 and December 31, 2024 due to certain previously identified material weaknesses.
Rules governing new technological developments, such as developments in generative AI, remain unsettled, and these developments may affect aspects of our existing business model, including revenue streams for the use of our intellectual property and how we create our services and products. Technological standards across our media properties are evolving and new distribution technologies/platforms are emerging at a rapid pace.
Rules governing new technological developments, such as developments in generative AI, remain unsettled, and these developments may affect aspects of our existing business model, including revenue streams for the use of our intellectual property and how we create our services and products.
As a result of the delayed filings of our 2022 annual report and 2023 quarterly reports (the “Delayed 2022/2023 Reports”) with the SEC, we fell out of compliance with NASDAQ Listing Rule 5250(c) (the “Periodic Filing Rule”) which requires NASDAQ listed companies to timely file all required periodic financial reports with the SEC.
As a result of delayed filings of periodic financial reports with the SEC in each of calendar years 2023 and 2024, we fell out of compliance with NASDAQ Listing Rule 5250(c) (the “Periodic Filing Rule”). That rule requires NASDAQ listed companies to timely file all required periodic financial reports with the SEC.
As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
As noted above, we reached a determination to revise certain financial information and related footnote disclosures in certain of our previously issued consolidated financial statements. As a result, we have become subject to a number of additional risks and uncertainties, which may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.
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 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.
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.
For the year ended December 31, 2024, approximately 35.0% of our net revenue was generated from the sale of advertising in our core radio business, excluding Reach Media. We consider our Radio Broadcasting segment to be our core radio business.
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 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.
Our technology systems and related data also may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.
Any individual, or repeated failure of technology could impact our operations and result in increased costs or reduced revenues. Our technology systems may also be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.
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.
Our Chairperson and the CEO have agreed to vote their shares together in elections of members to the Board of Directors of Urban One. Further, we are a “controlled company” under rules governing the listing of our securities on the NASDAQ because more than 50.0% of our voting power is held by our Chairperson and the CEO.
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.
We have incurred significant expenses, including audit, legal, consulting and other professional fees, in connection with the revision of our previously issued consolidated 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.
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.
We cannot assure you that all of these risks will be eliminated or that general reputational harm will not persist. 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.
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.
Larger media companies, with more financial resources than we have, may target our core audiences or enter the segments or markets in which we operate, causing competitive pressure. 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.
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.
Accordingly, there can be no assurance we will realize anticipated returns on our investments. 30 Table of Contents 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.
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.
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 revision and ongoing remediation of material weaknesses in our internal controls.
New media has resulted in fragmentation in the advertising market, and we cannot predict the effect, if any, that additional competition arising from new technologies or content offerings may have across any of our business segments or our financial condition and results of operations, which may be adversely affected if we are not able to adapt successfully to these new media technologies or distribution platforms.
New media has resulted in fragmentation in the advertising market, and we cannot predict the effect, if any, that additional competition arising from new technologies or content offerings may have across any of our business segments or results of operations. The continuing growth and evolution of channels and platforms has increased our challenges in differentiating ourselves from other media platforms.
These results have had a negative impact on our financial condition and could be exacerbated in a poor economic climate. If such items recur in the future, they could have a material adverse effect on our financial condition.
These results have had a negative impact on our financial condition and could be exacerbated in a deteriorating economic climate.
The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy.
The secure operation of the networks and systems on which this type of information is stored, processed and maintained is critical to our business operations and strategy. Any compromise of our technology systems could result in the loss, disclosure, misappropriation of or access to clients’, listeners’, employees’ or business partners’ information.
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.
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 public health crisis, the global equity and credit markets experience high levels of volatility and disruption.
Failure to effectively execute in these efforts, actions by our competitors, or other failures to deliver content effectively could hurt our ability to differentiate ourselves from our competitors and, as a result, have adverse effects across our business. The loss of key personnel, including certain on-air talent, could disrupt the management and operations of our business.
We continually seek to develop and enhance our content offerings and distribution platforms/methodologies. Failure to effectively execute in these efforts, actions by our competitors, or other failures to deliver content effectively could hurt our ability to differentiate ourselves from our competitors and, as a result, have adverse effects across our business.
We are a smaller reporting company as defined by Item 10 of Regulation S-K and we cannot be certain if the reduced disclosure requirements applicable to our filing status will make our common stock less attractive to investors. ​ We are a “smaller reporting company” and, thus, have certain decreased disclosure obligations in our SEC filings, including, among other things, simplified executive compensation disclosures and only being required to provide two years of audited financial statements in annual reports.
We are a “smaller reporting company” and, thus, have certain decreased disclosure obligations in our SEC filings, including, among other things, simplified executive compensation disclosures and only being required to provide two years of audited consolidated financial statements in annual reports.
In addition, we cannot be certain that we will not identify additional control deficiencies or material weaknesses in the future. If we identify future control deficiencies or material weaknesses, these may lead to adverse effects on our business, our reputation, our results of operations, and the market price of our common stock.
If we identify future control deficiencies or material weaknesses, these may lead to adverse effects on our business, our reputation, our results of operations, and the market price of our common stock. 20 Table of Contents We face risks related to the revision of our previously issued consolidated financial statements.
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.
Future asset impairment to the carrying values of our FCC licenses, goodwill across our various reporting units and TV One Trade Name could adversely impact our results of operations.
In addition, our borrowing costs could be impacted, and such cost changes could reduce the expected returns on certain of our corporate development and other investment opportunities. ​ ​ The terms of our indebtedness and the indebtedness of our direct and indirect subsidiaries may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions.
In addition, our borrowing costs could be impacted, and such cost changes could reduce the expected returns on certain of our corporate development and other investment opportunities.
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.
At various points in time, the markets have produced upward and/or downward pressure on stock prices and limited credit capacity or finance or refinance opportunities for certain companies without regard to those companies’ underlying financial strength.
In addition, changes in ratings methodology, search engine algorithms and technology could adversely impact our businesses and negatively affect our advertising revenues.
In addition, changes in ratings methodology, search engine algorithms and technology could adversely impact our businesses and negatively affect our advertising revenues. 23 Table of Contents Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWhile we did not experience any significant cybersecurity incidents during the reporting period, we recognize that such incidents could include: ● Disruption of our operations, potentially leading to revenue loss; ● Unauthorized access to or theft of sensitive customer information, resulting in legal and regulatory implications; and ● Damage to our brand and reputation, which could affect customer trust and investor confidence. 33 Table of Contents Board Oversight: Our Board of Directors plays a significant role in overseeing our cybersecurity risk management efforts.
Biggest changeWhile we have not experienced any material cybersecurity incidents during the reporting period (See Note 21 - Subsequent Events ), we recognize that such incidents could result in: • Disruption of operations, impacting revenue and productivity; • Unauthorized access to or theft of sensitive data, potentially leading to regulatory and legal implications; and • Reputational harm, affecting customer trust and investor confidence.
Material Effects of Cybersecurity Threats and Incidents: We acknowledge the potential material impact that cybersecurity threats and incidents can have on our operations, financial condition, and reputation.
Through these measures, Urban One is committed to maintaining a strong cybersecurity posture and protecting against potential security threats. Material Effects of Cybersecurity Threats and Incidents: Cybersecurity threats have the potential to impact our operations, financial condition, and reputation.
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ITEM 1C. CYBER SEC URITY Disclosure Regarding Cybersecurity Risk Management Assessment and Management of Cybersecurity Risks: We have established a robust framework for the assessment, identification, and management of material risks arising from cybersecurity threats.
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ITEM 1C. CYBERSECURITY Disclosure Regarding Cybersecurity Risk Management Assessment and Management of Cybersecurity Risks: Urban One has implemented a structured approach to assessing, identifying, and managing cybersecurity risks. This framework includes ongoing monitoring of threats, the implementation of security controls, and proactive adaptation to evolving risks.
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Our approach to cybersecurity risk management includes ongoing assessments of potential threats and vulnerabilities, coupled with the implementation of safeguards and controls to mitigate these risks. We maintain vigilance over the cybersecurity landscape to identify emerging threats, adapting our strategies accordingly.
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Our cybersecurity strategy is designed to safeguard corporate assets, data, and critical systems while ensuring operational resilience. 32 Table of Contents Our cybersecurity risk management process includes: • Continuous enterprise-wide risk monitoring to assess and respond to emerging cyber threats.
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Our cybersecurity risk management process includes: ● Regular risk assessments to systematically identify and prioritize cybersecurity risks; ● Implementation of advanced technical controls, encryption, and intrusion detection systems to safeguard sensitive data; ● Employee training and testing programs designed to enhance awareness about cybersecurity best practices; ● Collaboration with third-party cybersecurity experts for conducting penetration testing; vulnerability assessments and providing support in the triage of any cybersecurity event; and ● Select processes to review and manage the risks associated with third-party service providers.
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Our enterprise risk management assesses the characteristics and circumstances of the evolving business environment and seeks to identify both the potential impacts to our company of a particular risk and the speed with which the risk may manifest; • The deployment of technical security controls, including encryption, endpoint detection and response, and network security protections across our enterprise; • Enterprise-wide employee security awareness programs, including social engineering and phishing simulations and mandatory training; • Collaboration with external cybersecurity experts for penetration testing, vulnerability management, and incident response support; and • Security evaluations for vendors and other third-party service providers to help mitigate supply chain risks.
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The Board receives periodic updates from the Chief Information Officer (“CIO”) on our cybersecurity posture, encompassing reports on potential threats, vulnerabilities, and the efficacy of our risk mitigation measures.
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These evaluations include reviewing our service provider and vendor management programs and the related agreements to require prompt notification of cyber incidents, outages and software vulnerabilities to facilitate timely assessment and disclosure of third-party cyber risks. Generally, we require our third-party providers to abide by confidentiality and security processes, particularly for third-party data-processing activities.
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These updates are provided based on internal reports from the tools employed and managed by the IT organization and reports generated by a managed security service provider overseen by the Chief Information Security Officer (“CISO”). The Board is committed to ensuring that cybersecurity is a priority for the organization, providing the necessary resources and expertise to address evolving threats effectively.
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Our evaluations also include inquiries about the vendor’s or service provider’s cybersecurity history, including any breaches or other incidents.
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Management's Role and Expertise: Our management team is actively involved in the assessment and management of cybersecurity risks. We have a CIO overseeing the Company’s technology infrastructure and a designated a CISO responsible for cybersecurity program oversight. The CISO possesses over two decades of comprehensive experience in the information technology landscape, augmented by a robust background in program management.
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Our third-party security evaluations are limited by their disclosures; therefore, a risk-based approach is used in making vendor and contractual decisions based on those disclosures and the totality of the circumstances, such as whether the third party will have access to personal information or our network.
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With a portfolio enriched by industry certifications and advanced academic degrees, including an MBA, the CISO stands as a seasoned leader within our corporate information security domain. The CISO collaborates with cross-functional teams to implement and uphold our cybersecurity policies and practices. Our executive leadership team is aligned with our cybersecurity objectives and regularly reviews our cybersecurity-related initiatives.
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Urban One employs continuous threat monitoring, security awareness initiatives, and incident response protocols to mitigate these risks. Our security team remains focused on maintaining a proactive and adaptive security strategy to minimize the likelihood and impact of cybersecurity incidents. Board Oversight: The Board of Directors provides oversight of Urban One’s cybersecurity risk management efforts.
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The Board receives updates from the Chief Information Officer ("CIO") and Chief Information Security Officer ("CISO") on key cybersecurity risks, threat trends, and mitigation strategies. These updates are based on internal security monitoring and reporting, as well as insights from our managed security service provider ("MSSP").
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The Board remains committed to ensuring cybersecurity remains a priority for the organization and that the appropriate resources and governance structures are in place to manage cyber risks effectively. 33 Table of Contents Management's Role and Expertise: Urban One’s cybersecurity program is led by the CIO and CISO, who are responsible for cybersecurity strategy, risk management, and incident response.
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The CISO collaborates closely with the CIO, IT leadership, and business stakeholders to align security initiatives with the Company’s broader strategic objectives. Our CIO has more than twenty-five years of experience advancing technology, digital transformation, and cybersecurity, including in the financial services industry. Prior to joining Urban One, he served as a Senior Vice President for Capital One Financial Corporation.
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During his tenure at Capital One, he supported the company's digital transformation and built the capabilities required to move its global enterprise to the cloud across technology divisions and platforms. Additionally, he has led strategic technology innovations and cybersecurity programs as an executive at several other leading Fortune 500 companies.
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Our CISO has more than twenty-five years of experience in cybersecurity, risk management, and technology leadership across financial services and global enterprises. Before joining Urban One, he served as Chief Information Security Officer at Farm Credit Financial Partners, Inc., leading enterprise-wide security initiatives.
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He has also held key leadership roles at Rabobank International, where he progressed through various IT, security operations, and risk management positions. Additionally, he led cybersecurity and risk management programs at United Technologies Corporation, where he focused on analytics-driven security solutions to enhance organizational resilience.
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He holds dual master’s degrees in Information Security & Assurance and IT Management and also has an Executive MBA from the University of Connecticut Urban One’s executive leadership team remains engaged in cybersecurity initiatives and regularly reviews the effectiveness of security controls, policies, and incident response capabilities to ensure alignment with evolving threats and business needs.
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For additional information on the risks we face related to cyber and information security threats, please see our related risk factor in Item 1A. Risk Factors .

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 15 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 fifteen years in length.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn 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.
Biggest changeIn 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 notes, and other factors as the Board of Directors deems relevant.
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MARKET 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.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Class A voting common stock is traded on the NASDAQ Stock Market under the symbol “UONE”. Our Class D non-voting common stock is traded on the NASDAQ Stock Market under the symbol “UONEK”.
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(See Note 10 — Long-Term Debt of our consolidated financial statements.) ITEM 6. [RESERVED]
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Number of Stockholders Based upon a survey of record holders and a review of our stock transfer records, as of February 10, 2025, there were 9,020 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 5,512 holders of Urban One’s Class D Common Stock.
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(See Note 15 — Long-Term Debt of our consolidated financial statements.) Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth purchases of our ordinary shares by the Company during the quarter ended December 31, 2024: Period and Class (a) Total Number of Shares (or Units) Purchased (b) Average Price Paid Per Share (or Units) (c) Total number of Shares Purchased as Part of Publicly Announced Plans or Programs (a) (d) Maximum Number (or approved Dollar Value) of Shares (or Units) that May Yet be Purchased Under the plans or Programs (in thousands) Class A October 1 - October 31, 2024 182,142 $ 1.51 182,142 $ 16,164 November 1 - November 30, 2024 978,188 1.45 978,188 14,320 December 1 - December 31, 2024 226,214 1.71 226,214 13,682 Total 1,386,544 $ 1.50 1,386,544 $ 13,682 Class D October 1 - October 31, 2024 41,721 $ 1.07 41,721 $ 16,164 November 1 - November 30, 2024 423,093 1.00 423,093 14,320 December 1 - December 31, 2024 238,478 1.06 238,478 13,682 Total 703,292 $ 1.02 703,292 $ 13,682 (a) On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant.
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On June 10, 2024, the Company’s Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D common stock (collectively, the “2024 Stock Repurchase Program”). The 2024 Stock Repurchase Program will remain in effect for up to 24 months or until the authorization is exhausted.
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After giving effect to the above transactions, the programs collectively have approximately $13.7 million remaining shares under the authorization. See Note 17 – Stockholders Equity of the Company’s consolidated financial statements for further discussion. ITEM 6. [RESERVED] 35 Table of Contents

Item 7. Management's Discussion & Analysis

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

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Biggest changeAND SUBSIDIARIES RESULTS OF OPERATIONS The following table summarizes our historical consolidated results of operations: Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 (In thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ ​ ​ ​ ​ 2023 2022 Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Statements of Operations: ​ ​ ​ ​ Net revenue $ 477,690 $ 484,604 $ (6,914) (1.4) % Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Programming and technical, excluding stock-based compensation ​ ​ 136,884 ​ ​ 122,629 ​ ​ 14,255 11.6 ​ Selling, general and administrative, excluding stock-based compensation ​ ​ 172,440 ​ ​ 160,403 ​ ​ 12,037 7.5 ​ Corporate selling, general and administrative, excluding stock-based compensation ​ ​ 53,583 ​ ​ 49,854 ​ ​ 3,729 7.5 ​ Stock-based compensation ​ ​ 9,975 ​ ​ 9,912 ​ ​ 63 0.6 ​ Depreciation and amortization ​ ​ 7,101 ​ ​ 10,034 ​ ​ (2,933) (29.2) ​ Impairment of goodwill, intangible assets, and long-lived assets ​ ​ 129,278 ​ ​ 40,683 ​ ​ 88,595 217.8 ​ Total operating expenses ​ ​ 509,261 ​ ​ 393,515 ​ ​ 115,746 29.4 ​ Operating (loss) income ​ ​ (31,571) ​ ​ 91,089 ​ ​ (122,660) (134.7) ​ Interest income ​ ​ 6,967 ​ ​ 939 ​ ​ 6,028 642.0 ​ Interest expense ​ ​ 56,196 ​ ​ 61,751 ​ ​ (5,555) (9.0) ​ Gain on retirement of debt ​ ​ 2,356 ​ ​ 6,718 ​ ​ (4,362) (64.9) ​ Other income, net ​ ​ 96,084 ​ ​ 16,083 ​ ​ 80,001 497.4 ​ Income from consolidated operations before provision for income taxes ​ ​ 17,640 ​ 53,078 ​ ​ (35,438) (66.8) ​ Provision for income taxes ​ ​ 7,944 ​ ​ 16,418 ​ ​ (8,474) (51.6) ​ Net income from consolidated operations ​ ​ 9,696 ​ ​ 36,660 ​ ​ (26,964) ​ (73.6) ​ Loss from unconsolidated joint venture ​ ​ (5,131) ​ ​ — ​ ​ (5,131) ​ 100.0 ​ Net income ​ ​ 4,565 ​ ​ 36,660 ​ ​ (32,095) (87.5) ​ Net income attributable to noncontrolling interests ​ ​ 2,515 ​ ​ 2,317 ​ ​ 198 8.5 ​ Net income attributable to common stockholders $ 2,050 $ 34,343 $ (32,293) (94.0) % ​ ​ 39 Table of Contents Net revenue ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change 2023 2022 ​ ​ ​ ​ $ 477,690 $ 484,604 $ (6,914) (1.4) % ​ During the year ended December 31, 2023, we recognized approximately $477.7 million in net revenue compared to approximately $484.6 million during the year ended December 31, 2022.
Biggest changeAND SUBSIDIARIES RESULTS OF OPERATIONS The following table summarizes our historical consolidated results of operations: Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 (in thousands) Years Ended December 31, 2024 2023 Change Statements of Operations: Net revenue $ 449,674 $ 477,690 $ (28,016) (5.9) % Operating expenses: Programming and technical, excluding stock-based compensation 135,235 136,884 (1,649) (1.2) Selling, general and administrative, excluding stock-based compensation 174,258 172,440 1,818 1.1 Corporate selling, general and administrative, excluding stock-based compensation 50,579 53,583 (3,004) (5.6) Stock-based compensation 5,716 9,975 (4,259) (42.7) Depreciation and amortization 7,716 7,101 615 8.7 Impairment of goodwill and intangible assets 151,755 129,278 22,477 17.4 Total operating expenses 525,259 509,261 15,998 3.1 Operating loss (75,585) (31,571) (44,014) *NM Interest and investment income 5,980 6,967 (987) (14.2) Interest expense 48,571 56,196 (7,625) (13.6) Gain on retirement of debt 23,271 2,356 20,915 *NM Other income, net 896 96,084 (95,188) (99.1) (Loss) income from operations before provision for income taxes (94,009) 17,640 (111,649) *NM Provision for income taxes 9,759 7,944 1,815 22.8 Net (loss) income from consolidated operations (103,768) 9,696 (113,464) *NM Loss from unconsolidated joint venture (411) (5,131) 4,720 (92.0) Net (loss) income (104,179) 4,565 (108,744) *NM Net income attributable to non-controlling interests 1,215 2,515 (1,300) (51.7) Net (loss) income attributable to common stockholders $ (105,394) $ 2,050 $ (107,444) *NM *NM - Not meaningful 38 Table of Contents Net revenue Years Ended December 31, Change 2024 2023 $ 449,674 $ 477,690 $ (28,016) (5.9) % During the year ended December 31, 2024, we recognized approximately $449.7 million in net revenue compared to approximately $477.7 million during the year ended December 31, 2023.
We prepare our consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
We prepare our consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
Advances under the Current ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Advances under the Current ABL Facility are limited to (a) eighty-five percent (85.0%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
Net revenue is recognized for our online business as impressions are delivered. Net revenue is recognized for our cable television business as advertisements are run, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support.
Net revenue is recognized for our online business as impressions are delivered. Net revenue is recognized for our Cable Television business as advertisements are run or impressions delivered, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support.
We consider the following policies and estimates to be most critical in understanding the judgments involved in preparing our financial statements and the uncertainties that could affect our results of operations, financial condition and cash flows.
We consider the following policies and estimates to be most critical in understanding the judgments involved in preparing our consolidated financial statements and the uncertainties that could affect our results of operations, financial condition and cash flows.
While we believe we have made reasonable estimates and assumptions to calculate the fair values, changes in any one estimate, assumption or a combination of estimates and assumptions, or changes in certain events or circumstances (including uncontrollable events and circumstances resulting from continued deterioration in the economy or credit markets) could require us to assess recoverability of broadcasting licenses and goodwill at times other than our annual October 1 assessments, and could result in changes to our estimated fair values and further write-downs to the carrying values of these assets.
While we believe we have made reasonable estimates and assumptions to calculate the fair values, changes in any one estimate, assumption or a combination of estimates and assumptions, or changes in certain events or circumstances (including uncontrollable events and circumstances resulting from continued deterioration in the economy or credit markets) could require us to assess recoverability of our trade name, radio broadcasting licenses, and goodwill at times other than our annual October 1 assessments, and could result in changes to our estimated fair values and further write-downs to the carrying values of these assets.
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.
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. 37 Table of Contents URBAN ONE, INC.
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”).
See Note 15 — Long-Term Debt of our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements. On February 19, 2021, the Company closed on an asset backed credit facility (the “Current ABL Facility”).
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.
Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation.
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.
Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure.
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.
Songwriters and music publishers have withdrawn from the traditional PRO's, 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.
Reliance should not be placed on any single financial measure to evaluate our business. ​ Measurement of Performance We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics: (a) Net revenue : The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue.
Reliance should not be placed on any single financial measure to evaluate our business. 42 Table of Contents Measurement of Performance We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics: (a) Net revenue : The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue.
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.
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.
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.
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.
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.
The key assumptions associated with determining the estimated fair value for goodwill within the Radio Market reporting unit include revenue growth rates of each radio market reporting unit, operating profit margins, terminal growth rate, and the discount rate.
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.
For 2025, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations.
Redeemable non-controlling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the non-controlling interests adjusted for cumulative earnings allocations.
The increase was primarily due to the gain on sale of the Company’s MGM Investment, which was recognized in other income, net, during the year ended December 31, 2023.
The decrease was primarily due to the gain on sale of the Company’s MGM Investment, which was recognized in other income, net, during the year ended December 31, 2023.
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.
The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity.
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.
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 non-controlling interests in Reach Media as of the end of each reporting period.
Our cash, cash equivalents and restricted cash balance is approximately $233.6 million as of December 31, 2023. As of December 31, 2023, there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity. The Company regularly considers the impact of macroeconomic conditions on our business.
Our cash, cash equivalents and restricted cash balance is approximately $137.6 million as of December 31, 2024 . As of December 31, 2024 , there were no borrowings outstanding on the Current ABL Facility (as defined below) which has $50.0 million in overall capacity. The Company regularly considers the impact of macroeconomic conditions on our business.
Non-GAAP Financial Measures ​ The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP.
Key Performance Indicators and Non-GAAP Financial Measures The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP.
According to the Employment Agreement, executed in April 2008, the CEO is eligible to receive an award (the “Employment Agreement Award”) in an amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One.
According to the Employment Agreement, the CEO is eligible to receive an award (the “Employment Agreement Award”) in an amount equal to approximately 4.0% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One.
(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.
(b) Broadcast and digital operating income : The radio broadcasting industry commonly refers to “station operating income” which consists of net (loss) income before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt.
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 fair value estimate incorporated a number of assumptions and estimates, including but not limited to revenue growth rate s, future operating profit margins, discount rate, peer companies, average recurring EBITDA multiples and weighting of the income and market approach.
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.
Royalty Agreements Musical works rights holders, songwriters and music publishers, have been traditionally represented by PRO's, such as the ASCAP, BMI and SESAC. The market for rights relating to musical works is changing rapidly.
Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP.
Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA”. Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP.
We 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.
We account for goodwill and broadcasting licenses under Accounting Standards Codification (“ASC”) 350, “ Intangibles – Goodwill and Other ”, (“ASC 350”) which requires the Company to test goodwill at the reporting unit level and radio broadcasting licenses and TV One Trade Name at the accounting unit level for impairment annually or whenever events or circumstances indicate that impairment may exist.
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.
We test the reasonableness of the inputs and outcomes of our discounted cash flow models against available market data by comparing our overall average implied multiple based on our cash flow projections and by comparing the aggregate of our estimated reporting unit fair values to the market capitalization of the Company.
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.
At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, ("LIBOR Loan") (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
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.
The Company estimated the fair value of the Employment Agreement Award as of December 31, 2024 and 2023, at approximately $10.4 million and $23.0 million, respectively, and, accordingly, adjusted the liability to that amount.
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.
Reach Media generated approximately $15.5 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $17.9 million during the year ended December 31, 2023, primarily due to lower expenses offset by lower revenue.
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”).
Reach Media Redeemable Non-Controlling Interests Beginning on January 1, 2018, the non-controlling 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”).
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.
Our Digital segment generated approximately $18.1 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $20.0 million during the year ended December 31, 2023, primarily due to decrease in net revenues and reduced expenses.
Programming and technical expenses for the radio segment also include expenses associated with our programming research activities and music royalties. For our digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses.
For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management.
Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $172.4 million for the year ended December 31, 2023 compared to $160.4 million for the year ended December 31, 2022, an increase of approximately $12.0 million.
Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $174.3 million for the year ended December 31, 2024 compared to $172.4 million for the year ended December 31, 2023, an increase of approximately $1.8 million.
Provision for income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change 2023 2022 ​ ​ ​ ​ $ 7,944 $ 16,418 $ (8,474) (51.6) % ​ For the year ended December 31, 2023, we recorded a provision for income taxes of approximately $7.9 million on the pre-tax income of $17.6 million resulting with an annual effective tax rate of 45.0%.
For the year ended December 31, 2023, we recorded a provision for income taxes of approximately $7.9 million on pre-tax income of $17.6 million resulting with an annual effective tax rate of 45.0%.
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.
Corporate selling, general and administrative, excluding stock-based compensation Years Ended December 31, Change 2024 2023 $ 50,579 $ 53,583 $ (3,004) (5.6) % Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.
In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs. ​ The Radio Music Licensing Committee (the “RMLC”), of which we are a represented participant: has negotiated and entered into, on behalf of participating members, an Interim License Agreement with the ASCAP effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026.
The Radio Music Licensing Committee (the “RMLC”), of which we are a represented participant, has negotiated and entered into, on behalf of participating members, an Interim License Agreement with the ASCAP effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026.
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.
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.
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.
Operating expenses Programming and technical, excluding stock-based compensation Years Ended December 31, Change 2024 2023 $ 135,235 $ 136,884 $ (1,649) (1.2) % 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.
Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.
Our Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company’s programming under the terms of the distribution contracts.
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.
Goodwill within our various reporting units, Radio Broadcasting Licenses and TV One Trade Name 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, 2023, compared to the same period in 2022 was due to higher expenses across most segments.
The decrease in programming and technical expenses for the year ended December 31, 2024, compared to the same period in 2023 was due t o lower expenses across most segments.
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 presents sensitivity analyses for radio broadcasting licenses and goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal growth rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of broadcasting licenses and reporting units. 50 Table of Contents Hypothetical Increase in the Recorded Impairment Charge For the Year Ended December 31, 2024 Broadcasting Licenses Goodwill (a) (in millions) Impairment Charge Recorded: Radio Market Reporting Units $ 118.5 $ — Hypothetical Change for Radio Market Reporting Units: A 100 basis point decrease in radio industry terminal growth rates $ 10.1 $ — A 100 basis point decrease in operating profit margin in the projection period 13.6 — A 100 basis point increase in the applicable discount rate 27.2 1.3 A 5.0% reduction in the fair value of broadcasting licenses and reporting units 11.6 — A 10.0% reduction in the fair value of broadcasting licenses and reporting units 23.9 1.0 (a) Goodwill impairment charge applies only to further goodwill impairment and not to any potential license impairment that could result from changing other assumptions.
The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum.
The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. As of December 31, 2024 , there were approximately $584.6 million of the 2028 Notes outstanding.
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.
Expenses in our Digital segment decreased approximately $2.0 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 due primarily to lower compensation costs and a reduction in promotional expenses.
The increase was primarily due to higher cash and cash equivalents balances during the year ended December 31, 2023.
The decrease was primarily due to lower cash and cash equivalents balances during the year ended December 31, 2024.
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.
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.
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.
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. The following chart shows the percentage of consolidated net revenue generated by each reporting segment.
To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the license). Based on the annual assessment, there was no impairment loss to be recognized for any of the radio markets.
To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the license).
The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, uncertain tax positions, Internal Revenue Code (“IRC”) Section 382 adjustments, and permanent differences associated with non-deductible officer compensation.
The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes, uncertain tax positions, Internal Revenue Code (“IRC”) Section 382 adjustments, and permanent differences associated with non-deductible officer compensation. In general, permanent book to tax differences have a greater impact on pre-tax income when the income is lower in the given period.
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.
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.
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 Radio Broadcasting segment generated approximately $39.2 million of broadcast and digital operating income during the year ended December 31, 2024, compared to approximately $34.6 million during the year ended December 31, 2023, of approximately, primarily due to higher political revenues.
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.
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.
Expenses in our Reach Media segment increased approximately $0.5 million for the year ended December 31, 2023 compared to the year ended December 31, 2022 due primarily to higher station compensation expenses.
Expenses in our Reach Media segment decreased approximately $1.5 million for the year ended December 31, 2024, compared to the year ended December 31, 2023 primarily due to lower affiliate station costs .
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.
S ee Note 15 - Long-Term Debt of our consolidated financial statements. The Company had no other indebtedness. Lease Obligations We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next forty-eight years.
As of October 1, 2023 and December 31, 2023, the Company performed an annual impairment assessment and an interim impairment assessment, respectively, for the broadcasting licenses for all 13 radio markets to determine whether they were impaired.
No incremental impairment was taken on the Company’s radio market broadcast licenses or goodwill during the Company’s October 1 annual impairment assessment. As of December 31, 2024 , the Company performed an interim qualitative impairment assessment for the radio broadcasting licenses and goodwill for all 13 radio markets to determine whether they were impaired.
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.
Expenses in our Digital segment decreased approximately $0.8 million for the year ended December 31, 2024 compared to the y ear ended December 31, 2023 due primarily to lower software license fees, video production costs and lower payroll expenses .
The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law. Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility.
The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.
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.
Years Ended December 31, 2024 2023 Radio Broadcasting segment 36.9 % 32.7 % Reach Media segment 10.5 % 11.1 % Digital segment 15.7 % 15.8 % Cable Television segment 37.4 % 41.1 % All other - corporate/eliminations (0.5) % (0.7) % The following chart shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business.
Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
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.
Different estimates and assumptions may result in a change to the fair value of the redeemable noncontrolling interests amount previously recorded. Capital and Commercial Commitments Indebtedness As of December 31, 2023, we had approximately $725.0 million of our 2028 Notes outstanding within our corporate structure. See Note 10 - Long-Term Debt of our consolidated financial statements.
Different estimates and assumptions may result in a change to the fair value of the redeemable non-controlling interests amount previously recorded. 54 Table of Contents Capital and Commercial Commitments Indebtedness As of December 31, 2024 , we had approximately $579.1 million of our 2028 Notes outstanding within our corporate structure.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this report.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following information should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this report. Overview For the year ended December 31, 2024, consolidated net revenue decreased approximately 5.9% compared to the year ended December 31, 2023.
Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”).
Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”). 47 Table of Contents Between June 5, 2023 and May 30, 2024, the Company entered into six more waivers and amendments related to the Company’s failure to timely deliver certain financial deliverables as required under the Current ABL Facility.
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.
As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.
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.
The decrease was primarily driven by the sale of the Company’s MGM National Harbor investment partially offset by the deconsolidation of RVAEH. Net cash flows used in financing activities were approximately $131.8 million and $28.3 million for the years ended December 31, 2024 and 2023, respectively.
Corporate selling, general and administrative expenses were approximately $53.6 million for the year ended December 31, 2023 compared to $49.9 million for the year ended December 31, 2022, an increase of approximately $3.7 million. This increase was primarily driven by higher third-party consulting and audit expenses, partially offset by lower executive compensation costs.
Corporate selling, general and administrative expenses were approximately $50.6 million for the year ended December 31, 2024 compared to approximately $53.6 million for the year ended December 31, 2023, a decrease of approximately $3.0 million. This decrease was primarily driven by lower third-party consultant costs.
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.
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 and hereon . ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 56 Table of Contents
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.
Of the total amount of other operating contracts and agreements included in the table above, approximately $68.4 million has not been recorded on the consolidated balance sheets as of December 31, 2024, as it does not meet recognition criteria.
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.
The decrease in stock-based compensation for the year ended December 31, 2024, compared to the year ended December 31, 2023 , was primarily due to the timing of vesting of stock awards for executive officers and the decrease in grant date fair value of awards. 40 Table of Contents Depreciation and amortization Years Ended December 31, Change 2024 2023 $ 7,716 $ 7,101 $ 615 8.7 % Depreciation and amortization expense was approximately $7.7 million for the year ended December 31, 2024, compared to approximately $7.1 million for the year ended December 31, 2023, an increase of approximately $0.6 million.
Impairment of goodwill, intangible assets, and long-lived assets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change 2023 2022 ​ ​ ​ ​ $ 129,278 $ 40,683 $ 88,595 217.8 % ​ Impairment of goodwill, intangible assets and long-lived assets was approximately $129.3 million during the year ended December 31, 2023 compared to $40.7 million for the year ended December 31, 2022, an increase of approximately $88.6 million.
Impairment of goodwill and intangible assets Years Ended December 31, Change 2024 2023 $ 151,755 $ 129,278 $ 22,477 17.4 % Impairment of goodwill and intangible assets was approximately $151.8 million during the year ended December 31, 2024 compared to approximately $129.3 million for the year ended December 31, 2023, an increase of approximately $22.5 million.
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.
During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million during the year ended December 31, 2024.
Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit margins, discount rate. As of December 31, 2023 the fair value is measured using an exit price methodology. Significant inputs to the exit price analysis include revenue growth rates, future operating profit margins, discount rate and an exit multiple.
Significant inputs to the discounted cash flow analysis include revenue growth rate, future operating profit margins, discount rate and exit multiple.
Gain on retirement of debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ Change 2023 2022 ​ ​ ​ ​ $ 2,356 $ 6,718 $ (4,362) (64.9) % ​ Gain on retirement of debt was approximately $2.4 million for the year ended December 31, 2023 compared to approximately $6.7 million for the year ended December 31, 2022, a decrease of approximately $4.4 million.
Gain on retirement of debt Years Ended December 31, Change 2024 2023 $ 23,271 $ 2,356 $ 20,915 *NM Gain on retirement of debt was approximately $23.3 million for the year ended December 31, 2024 compared to a pproximately $2.4 million for the year ended December 31, 2023, an increase of approximately $20.9 million.
Stock-based compensation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Change 2023 2022 ​ ​ ​ ​ $ 9,975 ​ $ 9,912 ​ $ 63 0.6 % ​ Stock-based compensation expense was approximately $10.0 million for the year ended December 31, 2023 compared to $9.9 million for the year ended December 31, 2022, an increase of approximately $0.1 million.
Stock-based compensation Years Ended December 31, Change 2024 2023 $ 5,716 $ 9,975 $ (4,259) (42.7) % Stock-based compensation expense was approximately $5.7 million for the year ended December 31, 2024 compared to approximately $10.0 million for the year ended December 31, 2023, a decrease of approximately $4.3 million.
These licenses periodically come up for renewal, and as a result certain of our PRO licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees.
These licenses periodically come up for renewal, and as a result certain of our PRO licenses are currently the subject of renewal negotiations that could impact, and potentially increase, our music license fees. In addition, there is no guarantee that additional PRO's will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.
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.
We recognized approximately $168.2 million of revenue from our Cable Television segment during the year ended December 31, 2024, compared to $196.2 million during the year ended December 31, 2023, a decrease of approximately $28.0 million. The decrease was prim arily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.
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.
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.
We recognized approximately $75.5 million of revenue from our digital segment during the year ended December 31, 2023, compared to $78.5 million during the year ended December 31, 2022, a decrease of approximately $3.0 million. This decrease was primarily driven by a decrease in direct revenue.
W e recognized approximately $70.7 million of revenue from our Digital segment during the year ended December 31, 2024, compared to $75.5 million during the year ended December 31, 2023, a decrease of approximately $4.8 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers.

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