000104165712-31false2024Q3truefalsexbrli:sharesiso4217:USDiso4217:USDxbrli:sharesuone:itemxbrli:pureuone:segmentuone:market00010416572024-01-012024-09-300001041657us-gaap:CommonClassAMember2024-01-012024-09-300001041657uone:CommonClassDMember2024-01-012024-09-300001041657us-gaap:CommonClassAMember2024-11-060001041657us-gaap:CommonClassBMember2024-11-060001041657us-gaap:CommonClassCMember2024-11-060001041657uone:CommonClassDMember2024-11-0600010416572024-07-012024-09-3000010416572023-07-012023-09-3000010416572023-01-012023-09-300001041657uone:ProgrammingAndTechnicalMember2024-07-012024-09-300001041657uone:ProgrammingAndTechnicalMember2023-07-012023-09-300001041657uone:ProgrammingAndTechnicalMember2024-01-012024-09-300001041657uone:ProgrammingAndTechnicalMember2023-01-012023-09-300001041657us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-07-012024-09-300001041657us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-07-012023-09-300001041657us-gaap:SellingGeneralAndAdministrativeExpensesMember2024-01-012024-09-300001041657us-gaap:SellingGeneralAndAdministrativeExpensesMember2023-01-012023-09-300001041657us-gaap:CorporateMember2024-07-012024-09-300001041657us-gaap:CorporateMember2023-07-012023-09-300001041657us-gaap:CorporateMember2024-01-012024-09-300001041657us-gaap:CorporateMember2023-01-012023-09-3000010416572024-09-3000010416572023-12-310001041657us-gaap:LicenseMemberuone:RadioBroadcastingSegmentMember2023-12-310001041657us-gaap:CommonClassAMember2023-12-310001041657us-gaap:CommonClassAMember2024-09-300001041657us-gaap:CommonClassBMember2024-09-300001041657us-gaap:CommonClassBMember2023-12-310001041657us-gaap:CommonClassCMember2024-09-300001041657us-gaap:CommonClassCMember2023-12-310001041657uone:CommonClassDMember2023-12-310001041657uone:CommonClassDMember2024-09-300001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2023-12-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-12-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-12-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2023-12-310001041657us-gaap:CommonStockMemberuone:CommonClassDMember2023-12-310001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2023-12-310001041657us-gaap:AdditionalPaidInCapitalMember2023-12-310001041657us-gaap:RetainedEarningsMember2023-12-310001041657us-gaap:RetainedEarningsMember2024-01-012024-03-3100010416572024-01-012024-03-310001041657us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001041657uone:CommonClassDMember2024-01-012024-03-310001041657us-gaap:CommonStockMemberuone:CommonClassDMember2024-01-012024-03-310001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2024-03-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-03-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-03-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2024-03-310001041657us-gaap:CommonStockMemberuone:CommonClassDMember2024-03-310001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2024-03-310001041657us-gaap:AdditionalPaidInCapitalMember2024-03-310001041657us-gaap:RetainedEarningsMember2024-03-3100010416572024-03-310001041657us-gaap:RetainedEarningsMember2024-04-012024-06-3000010416572024-04-012024-06-300001041657us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-300001041657us-gaap:CommonClassAMember2024-04-012024-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-04-012024-06-300001041657us-gaap:AdditionalPaidInCapitalMemberus-gaap:CommonClassAMember2024-04-012024-06-300001041657uone:CommonClassDMember2024-04-012024-06-300001041657us-gaap:AdditionalPaidInCapitalMemberuone:CommonClassDMember2024-04-012024-06-300001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2024-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2024-06-300001041657us-gaap:CommonStockMemberuone:CommonClassDMember2024-06-300001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2024-06-300001041657us-gaap:AdditionalPaidInCapitalMember2024-06-300001041657us-gaap:RetainedEarningsMember2024-06-3000010416572024-06-300001041657us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001041657us-gaap:RetainedEarningsMember2024-07-012024-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-07-012024-09-300001041657us-gaap:CommonClassAMember2024-07-012024-09-300001041657us-gaap:AdditionalPaidInCapitalMemberus-gaap:CommonClassAMember2024-07-012024-09-300001041657uone:CommonClassDMember2024-07-012024-09-300001041657us-gaap:AdditionalPaidInCapitalMemberuone:CommonClassDMember2024-07-012024-09-300001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2024-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2024-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2024-09-300001041657us-gaap:CommonStockMemberuone:CommonClassDMember2024-09-300001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2024-09-300001041657us-gaap:AdditionalPaidInCapitalMember2024-09-300001041657us-gaap:RetainedEarningsMember2024-09-300001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2022-12-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-12-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2022-12-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2022-12-310001041657us-gaap:CommonStockMemberuone:CommonClassDMember2022-12-310001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2022-12-310001041657us-gaap:AdditionalPaidInCapitalMember2022-12-310001041657us-gaap:RetainedEarningsMember2022-12-3100010416572022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:CommonStockMemberus-gaap:CommonClassAMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:CommonStockMemberus-gaap:CommonClassBMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:CommonStockMemberus-gaap:CommonClassCMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:CommonStockMemberuone:CommonClassDMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:AdditionalPaidInCapitalMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMemberus-gaap:RetainedEarningsMember2022-12-310001041657srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember2022-12-310001041657us-gaap:RetainedEarningsMember2023-01-012023-03-3100010416572023-01-012023-03-310001041657us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001041657uone:CommonClassDMember2023-01-012023-03-310001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2023-03-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-03-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-03-310001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2023-03-310001041657us-gaap:CommonStockMemberuone:CommonClassDMember2023-03-310001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2023-03-310001041657us-gaap:AdditionalPaidInCapitalMember2023-03-310001041657us-gaap:RetainedEarningsMember2023-03-3100010416572023-03-310001041657us-gaap:RetainedEarningsMember2023-04-012023-06-3000010416572023-04-012023-06-300001041657us-gaap:AdditionalPaidInCapitalMember2023-04-012023-06-300001041657uone:CommonClassDMember2023-04-012023-06-300001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2023-04-012023-06-300001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2023-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-06-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2023-06-300001041657us-gaap:CommonStockMemberuone:CommonClassDMember2023-06-300001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2023-06-300001041657us-gaap:AdditionalPaidInCapitalMember2023-06-300001041657us-gaap:RetainedEarningsMember2023-06-3000010416572023-06-300001041657us-gaap:RetainedEarningsMember2023-07-012023-09-300001041657us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300001041657uone:CommonClassDMember2023-07-012023-09-300001041657us-gaap:PreferredStockMemberus-gaap:ConvertiblePreferredStockMember2023-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassBMember2023-09-300001041657us-gaap:CommonStockMemberus-gaap:CommonClassCMember2023-09-300001041657us-gaap:CommonStockMemberuone:CommonClassDMember2023-09-300001041657us-gaap:AociIncludingPortionAttributableToNoncontrollingInterestMember2023-09-300001041657us-gaap:AdditionalPaidInCapitalMember2023-09-300001041657us-gaap:RetainedEarningsMember2023-09-3000010416572023-09-300001041657uone:ReachMediaIncMember2024-09-300001041657uone:UrbanOneMember2024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:RadioBroadcastingSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:ReachMediaSegmentMember2024-07-012024-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioAdvertisingMember2024-07-012024-09-300001041657uone:RadioAdvertisingMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:RadioBroadcastingSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:ReachMediaSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:DigitalSegmentMember2024-07-012024-09-300001041657uone:PoliticalAdvertisingMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalAdvertisingMemberuone:DigitalSegmentMember2024-07-012024-09-300001041657uone:DigitalAdvertisingMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAdvertisingMemberuone:CableTelevisionSegmentMember2024-07-012024-09-300001041657uone:CableTelevisionAdvertisingMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAffiliateFeesMemberuone:CableTelevisionSegmentMember2024-07-012024-09-300001041657uone:CableTelevisionAffiliateFeesMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:RadioBroadcastingSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:ReachMediaSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:CableTelevisionSegmentMember2024-07-012024-09-300001041657us-gaap:IntersegmentEliminationMemberuone:EventRevenuesAndOtherMember2024-07-012024-09-300001041657uone:EventRevenuesAndOtherMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalSegmentMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionSegmentMember2024-07-012024-09-300001041657us-gaap:IntersegmentEliminationMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:RadioBroadcastingSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:ReachMediaSegmentMember2023-07-012023-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioAdvertisingMember2023-07-012023-09-300001041657uone:RadioAdvertisingMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:RadioBroadcastingSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:ReachMediaSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:DigitalSegmentMember2023-07-012023-09-300001041657uone:PoliticalAdvertisingMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalAdvertisingMemberuone:DigitalSegmentMember2023-07-012023-09-300001041657uone:DigitalAdvertisingMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAdvertisingMemberuone:CableTelevisionSegmentMember2023-07-012023-09-300001041657uone:CableTelevisionAdvertisingMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAffiliateFeesMemberuone:CableTelevisionSegmentMember2023-07-012023-09-300001041657uone:CableTelevisionAffiliateFeesMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:RadioBroadcastingSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:ReachMediaSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:CableTelevisionSegmentMember2023-07-012023-09-300001041657us-gaap:IntersegmentEliminationMemberuone:EventRevenuesAndOtherMember2023-07-012023-09-300001041657uone:EventRevenuesAndOtherMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalSegmentMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionSegmentMember2023-07-012023-09-300001041657us-gaap:IntersegmentEliminationMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:RadioBroadcastingSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:ReachMediaSegmentMember2024-01-012024-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioAdvertisingMember2024-01-012024-09-300001041657uone:RadioAdvertisingMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:RadioBroadcastingSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:ReachMediaSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:DigitalSegmentMember2024-01-012024-09-300001041657uone:PoliticalAdvertisingMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalAdvertisingMemberuone:DigitalSegmentMember2024-01-012024-09-300001041657uone:DigitalAdvertisingMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAdvertisingMemberuone:CableTelevisionSegmentMember2024-01-012024-09-300001041657uone:CableTelevisionAdvertisingMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAffiliateFeesMemberuone:CableTelevisionSegmentMember2024-01-012024-09-300001041657uone:CableTelevisionAffiliateFeesMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:RadioBroadcastingSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:ReachMediaSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:CableTelevisionSegmentMember2024-01-012024-09-300001041657us-gaap:IntersegmentEliminationMemberuone:EventRevenuesAndOtherMember2024-01-012024-09-300001041657uone:EventRevenuesAndOtherMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalSegmentMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionSegmentMember2024-01-012024-09-300001041657us-gaap:IntersegmentEliminationMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:RadioBroadcastingSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioAdvertisingMemberuone:ReachMediaSegmentMember2023-01-012023-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioAdvertisingMember2023-01-012023-09-300001041657uone:RadioAdvertisingMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:RadioBroadcastingSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:ReachMediaSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:PoliticalAdvertisingMemberuone:DigitalSegmentMember2023-01-012023-09-300001041657uone:PoliticalAdvertisingMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalAdvertisingMemberuone:DigitalSegmentMember2023-01-012023-09-300001041657uone:DigitalAdvertisingMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAdvertisingMemberuone:CableTelevisionSegmentMember2023-01-012023-09-300001041657uone:CableTelevisionAdvertisingMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionAffiliateFeesMemberuone:CableTelevisionSegmentMember2023-01-012023-09-300001041657uone:CableTelevisionAffiliateFeesMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:RadioBroadcastingSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:ReachMediaSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:DigitalSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:EventRevenuesAndOtherMemberuone:CableTelevisionSegmentMember2023-01-012023-09-300001041657us-gaap:IntersegmentEliminationMemberuone:EventRevenuesAndOtherMember2023-01-012023-09-300001041657uone:EventRevenuesAndOtherMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalSegmentMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionSegmentMember2023-01-012023-09-300001041657us-gaap:IntersegmentEliminationMember2023-01-012023-09-300001041657uone:CustomerAdvancesAndUnearnedIncomeMember2024-01-012024-09-300001041657uone:ReserveForAudienceDeficiencyMember2024-01-012024-09-300001041657uone:EventRevenuesAndOtherMember2024-01-012024-09-300001041657uone:LaunchSupportAssetMember2024-01-012024-09-300001041657uone:LaunchSupportAssetMember2023-01-012023-12-310001041657uone:LaunchSupportAssetMember2024-07-012024-09-300001041657uone:LaunchSupportAssetMember2023-07-012023-09-300001041657uone:LaunchSupportAssetMember2023-01-012023-09-300001041657us-gaap:FairValueInputsLevel1Member2024-09-300001041657us-gaap:FairValueInputsLevel2Member2024-09-300001041657us-gaap:FairValueInputsLevel3Member2024-09-300001041657us-gaap:FairValueInputsLevel1Member2023-12-310001041657us-gaap:FairValueInputsLevel2Member2023-12-310001041657us-gaap:FairValueInputsLevel3Member2023-12-310001041657uone:EmploymentAgreementAwardMember2023-12-310001041657uone:RedeemableNoncontrollingInterestsMember2023-12-310001041657uone:RedeemableNoncontrollingInterestsMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMember2024-09-300001041657uone:RedeemableNoncontrollingInterestsMember2024-09-300001041657uone:EmploymentAgreementAwardMember2022-12-310001041657uone:RedeemableNoncontrollingInterestsMember2022-12-310001041657uone:RedeemableNoncontrollingInterestsMember2023-01-012023-09-300001041657uone:EmploymentAgreementAwardMember2023-01-012023-09-300001041657uone:EmploymentAgreementAwardMember2023-09-300001041657uone:RedeemableNoncontrollingInterestsMember2023-09-300001041657us-gaap:MeasurementInputDiscountRateMemberuone:EmploymentAgreementAwardMember2024-01-012024-09-300001041657us-gaap:MeasurementInputDiscountRateMemberuone:EmploymentAgreementAwardMember2023-01-012023-12-310001041657uone:EmploymentAgreementAwardMemberuone:OperatingProfitMarginRangeMembersrt:MinimumMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMemberuone:OperatingProfitMarginRangeMembersrt:MaximumMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMemberuone:OperatingProfitMarginRangeMembersrt:MinimumMember2023-01-012023-12-310001041657uone:EmploymentAgreementAwardMemberuone:OperatingProfitMarginRangeMembersrt:MaximumMember2023-01-012023-12-310001041657uone:EmploymentAgreementAwardMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMemberus-gaap:MeasurementInputDiscountRateMembersrt:MinimumMember2023-01-012023-12-310001041657uone:EmploymentAgreementAwardMemberus-gaap:MeasurementInputDiscountRateMembersrt:MaximumMember2023-01-012023-12-310001041657uone:MeasurementInputAverageEbitdaMultipleMemberuone:EmploymentAgreementAwardMember2024-01-012024-09-300001041657uone:EmploymentAgreementAwardMemberuone:MeasurementInputAverageEbitdaMultipleMembersrt:MinimumMember2023-01-012023-12-310001041657uone:EmploymentAgreementAwardMemberuone:MeasurementInputAverageEbitdaMultipleMembersrt:MaximumMember2023-01-012023-12-310001041657us-gaap:MeasurementInputDiscountRateMemberuone:RedeemableNoncontrollingInterestsMember2024-01-012024-09-300001041657us-gaap:MeasurementInputDiscountRateMemberuone:RedeemableNoncontrollingInterestsMember2023-01-012023-12-310001041657uone:RedeemableNoncontrollingInterestsMemberuone:OperatingProfitMarginRangeMembersrt:MinimumMember2024-01-012024-09-300001041657uone:RedeemableNoncontrollingInterestsMemberuone:OperatingProfitMarginRangeMembersrt:MaximumMember2024-01-012024-09-300001041657uone:RedeemableNoncontrollingInterestsMemberuone:OperatingProfitMarginRangeMembersrt:MinimumMember2023-01-012023-12-310001041657uone:RedeemableNoncontrollingInterestsMemberuone:OperatingProfitMarginRangeMembersrt:MaximumMember2023-01-012023-12-310001041657uone:RedeemableNoncontrollingInterestsMemberuone:RevenueGrowthRateRangeMembersrt:MinimumMember2024-01-012024-09-300001041657uone:RedeemableNoncontrollingInterestsMemberuone:RevenueGrowthRateRangeMembersrt:MaximumMember2024-01-012024-09-300001041657uone:RedeemableNoncontrollingInterestsMemberuone:RevenueGrowthRateRangeMembersrt:MinimumMember2023-01-012023-12-310001041657uone:RedeemableNoncontrollingInterestsMemberuone:RevenueGrowthRateRangeMembersrt:MaximumMember2023-01-012023-12-310001041657uone:MeasurementInputExitMultipleMemberuone:RedeemableNoncontrollingInterestsMember2023-01-012023-12-310001041657uone:SevenPointThreeSevenFiveSeniorSecuredNotesDueFebruaryTwoThousandTwentyEightMember2021-01-250001041657uone:SevenPointThreeSevenFiveSeniorSecuredNotesDueFebruaryTwoThousandTwentyEightMember2024-09-300001041657uone:SevenPointThreeSevenFiveSeniorSecuredNotesDueFebruaryTwoThousandTwentyEightMember2023-12-310001041657uone:AssetBackedLendingCreditFacilityMember2024-09-300001041657uone:AssetBackedLendingCreditFacilityMember2023-12-310001041657uone:RvaehMember2023-12-310001041657uone:RvaehMember2024-02-012024-02-290001041657uone:ChurchillDownsIncorporatedMember2024-02-150001041657uone:ContentAssetsMember2024-09-300001041657uone:ContentAssetsMember2023-12-310001041657uone:ContentAssetsMembersrt:MinimumMember2023-12-310001041657uone:ContentAssetsMembersrt:MinimumMember2024-09-300001041657uone:ContentAssetsMembersrt:MaximumMember2023-12-310001041657uone:ContentAssetsMembersrt:MaximumMember2024-09-300001041657uone:TomJoynerFoundationIncMemberuone:AnnualFundRaisingEventMember2024-09-300001041657uone:TomJoynerFoundationIncMemberuone:AnnualFundRaisingEventMember2023-12-310001041657uone:TomJoynerFoundationIncMemberuone:AnnualFundRaisingEventMember2024-01-012024-09-300001041657uone:TomJoynerFoundationIncMemberuone:AnnualFundRaisingEventMember2023-01-012023-09-300001041657uone:AlfredC.LigginsPresidentAndChiefExecutiveOfficerMemberuone:SaleOfBroadcastMusicIncMember2023-12-310001041657uone:AlfredC.LigginsPresidentAndChiefExecutiveOfficerMemberuone:SaleOfBroadcastMusicIncMember2024-02-082024-02-080001041657uone:AlfredC.LigginsPresidentAndChiefExecutiveOfficerMemberuone:SaleOfBroadcastMusicIncMember2023-07-012023-09-300001041657uone:AlfredC.LigginsPresidentAndChiefExecutiveOfficerMemberuone:SaleOfBroadcastMusicIncMember2024-01-012024-09-300001041657uone:AlfredC.LigginsPresidentAndChiefExecutiveOfficerMemberuone:SaleOfBroadcastMusicIncMember2023-01-012023-09-300001041657uone:HoustonRadioClusterAssetAcquisitionMember2023-04-112023-04-110001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KthtFmMember2023-06-070001041657uone:CoxMediaGroupMember2023-04-110001041657uone:CoxMediaGroupMemberuone:TowersAndAntennasMember2023-04-110001041657uone:CoxMediaGroupMemberuone:TransmittersMember2023-04-110001041657uone:CoxMediaGroupMemberuone:StudiosMember2023-04-110001041657uone:CoxMediaGroupMemberuone:FixedAssetsMember2023-04-110001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KroiFmMember2023-04-110001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KroiFmMember2023-09-300001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KroiFmMember2023-07-012023-09-300001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KroiFmMember2023-01-012023-09-300001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KroiFmMember2024-09-300001041657us-gaap:DiscontinuedOperationsDisposedOfBySaleMemberuone:KroiFmMember2023-12-310001041657uone:RadioBroadcastingSegmentMember2024-09-300001041657uone:RadioBroadcastingSegmentMember2024-01-012024-09-300001041657us-gaap:LicenseMemberuone:RadioBroadcastingSegmentMember2024-01-012024-09-300001041657us-gaap:LicenseMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657us-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657us-gaap:MeasurementInputLongTermRevenueGrowthRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MinimumMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657us-gaap:MeasurementInputLongTermRevenueGrowthRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657uone:MeasaurementInputTerminalGrowthRateMemberus-gaap:IncomeApproachValuationTechniqueMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657uone:MeasaurementInputMarketMatureShareRangeMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MinimumMember2024-09-300001041657uone:MeasaurementInputMarketMatureShareRangeMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMember2024-09-300001041657uone:MeasaurementInputOperatingProfitMarginRangeMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MinimumMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657uone:MeasaurementInputOperatingProfitMarginRangeMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMemberuone:RadioBroadcastingSegmentMember2024-09-300001041657us-gaap:TradeNamesMemberuone:TVOneBrandNameMember2024-01-012024-09-300001041657uone:TVOneBrandNameMember2023-12-310001041657uone:TVOneBrandNameMember2023-01-012023-12-310001041657uone:TVOneBrandNameMember2024-01-012024-09-300001041657uone:TVOneBrandNameMember2024-09-300001041657us-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMemberuone:TVOneBrandNameMember2024-09-300001041657us-gaap:MeasurementInputLongTermRevenueGrowthRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MinimumMemberuone:TVOneBrandNameMember2024-09-300001041657us-gaap:MeasurementInputLongTermRevenueGrowthRateMemberus-gaap:IncomeApproachValuationTechniqueMembersrt:MaximumMemberuone:TVOneBrandNameMember2024-09-300001041657uone:MeasaurementInputTerminalGrowthRateMemberus-gaap:IncomeApproachValuationTechniqueMemberuone:TVOneBrandNameMember2024-09-300001041657uone:MeasaurementInputRoyaltyPaymentsAvoidedMemberus-gaap:IncomeApproachValuationTechniqueMemberuone:TVOneBrandNameMember2024-09-300001041657uone:MeasaurementInputCumulativeProbabilityOfContinuedUseMemberus-gaap:IncomeApproachValuationTechniqueMemberuone:TVOneBrandNameMember2024-09-300001041657uone:SevenPointThreeSevenFiveSeniorSecuredNotesDueFebruaryTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2024-09-300001041657uone:SevenPointThreeSevenFiveSeniorSecuredNotesDueFebruaryTwoThousandTwentyEightMemberus-gaap:SeniorNotesMember2023-12-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2021-01-012021-01-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2021-01-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2024-07-012024-09-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2023-07-012023-09-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2024-01-012024-09-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2023-01-012023-09-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2024-09-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2023-09-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2022-12-060001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2023-03-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2023-01-012023-03-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2023-12-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2024-01-012024-03-310001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2024-06-300001041657uone:A2028NotesMemberus-gaap:SeniorNotesMember2024-04-012024-06-300001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-02-190001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMember2021-02-190001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:LineOfCreditMember2021-02-190001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:LineOfCreditMember2024-09-300001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:LineOfCreditMember2021-02-192021-02-190001041657us-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMember2024-03-310001041657us-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001041657uone:AssetBackedLendingCreditFacilityMemberus-gaap:LetterOfCreditMemberus-gaap:LineOfCreditMember2024-03-310001041657uone:CommonStockClassDMember2024-01-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001041657uone:EquityAndPerformanceIncentivePlan2019Memberuone:CommonStockClassDMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001041657uone:FirstAmendmentIn2021Memberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001041657uone:CommonStockClassDMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001041657uone:A2024SecondIncentivePlanMemberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001041657uone:A2024SecondIncentivePlanMemberuone:CommonStockClassDMemberus-gaap:SubsequentEventMember2024-10-012024-10-010001041657uone:A2024SecondIncentivePlanMemberus-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-10-010001041657uone:A2024SecondIncentivePlanMemberuone:CommonStockClassDMemberus-gaap:SubsequentEventMember2024-10-010001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:EmployeeStockOptionMemberuone:ClassDCommonStockMember2023-12-310001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:EmployeeStockOptionMemberuone:ClassDCommonStockMember2023-01-012023-12-310001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:EmployeeStockOptionMemberuone:ClassDCommonStockMember2024-01-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:EmployeeStockOptionMemberuone:ClassDCommonStockMember2024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:EmployeeStockOptionMemberuone:ClassaCommonStockMember2024-01-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:EmployeeStockOptionMemberuone:ClassaCommonStockMember2024-07-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:CommonClassDMember2023-12-310001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:CommonClassDMember2024-01-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:CommonClassDMember2024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:ClassaCommonStockMember2024-01-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:ClassaCommonStockMember2024-07-012024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:ClassaCommonStockMember2024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:ClassaCommonStockMember2023-12-310001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:ClassDCommonStockMember2024-09-300001041657uone:EquityAndPerformanceIncentivePlan2019Memberus-gaap:RestrictedStockMemberuone:ClassDCommonStockMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionMember2024-07-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionMember2023-07-012023-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioBroadcastingMember2024-07-012024-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioBroadcastingMember2023-07-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionMember2024-01-012024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionMember2023-01-012023-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioBroadcastingMember2024-01-012024-09-300001041657us-gaap:IntersegmentEliminationMemberuone:RadioBroadcastingMember2023-01-012023-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingMember2024-09-300001041657us-gaap:OperatingSegmentsMemberuone:RadioBroadcastingMember2023-12-310001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaMember2024-09-300001041657us-gaap:OperatingSegmentsMemberuone:ReachMediaMember2023-12-310001041657us-gaap:OperatingSegmentsMemberuone:DigitalMember2024-09-300001041657us-gaap:OperatingSegmentsMemberuone:DigitalMember2023-12-310001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionMember2024-09-300001041657us-gaap:OperatingSegmentsMemberuone:CableTelevisionMember2023-12-310001041657us-gaap:IntersegmentEliminationMember2024-09-300001041657us-gaap:IntersegmentEliminationMember2023-12-310001041657uone:AmericanSocietyOfComposersAuthorsAndPublishersAscapMember2022-01-012022-01-010001041657uone:GlobalMusicRightsInc.GmrMember2022-02-072022-02-070001041657uone:ReachMediaIncMember2024-01-012024-09-300001041657uone:ReachMediaIncMember2024-01-260001041657uone:ReachMediaIncMember2024-03-080001041657uone:ReachMediaIncMember2024-01-250001041657uone:ReachMediaIncMember2024-03-082024-03-080001041657uone:CommonStockClassDMemberus-gaap:SubsequentEventMember2024-10-012024-11-080001041657us-gaap:CommonClassAMemberus-gaap:SubsequentEventMember2024-10-012024-11-080001041657us-gaap:SubsequentEventMember2024-11-08
表格 內容。
證券交易委員會
華盛頓特區 20549
Form 10-Q
根據第13或15(d)條提交的季度報告
證券交易所法案
截至季度結束日期的財務報告2024年9月30日
委員會文件號。 0-25969
Urban_One_Logo snip.jpg
URBAN ONE, INC.
(根據其章程規定的註冊人準確名稱)
特拉華52-1166660
（國家或其他管轄區的（IRS僱主
公司成立或組織）唯一識別號碼）
1010 Wayne大道,
14樓
Silver Spring, 馬里蘭 20910
，（主要行政辦公地址）
(301) 429-3200
公司電話號碼，包括區號
在法案第12(b)條的規定下注冊的證券：
每類股票名稱:交易標誌註冊交易所的名稱：
A類普通股UONE納斯達克證券交易所
Class D Common StockUONEK納斯達克股票市場
請勾選以下選項以指示註冊人是否在過去12個月內(或在註冊人需要提交此類報告的較短時間內)已提交證券交易法1934年第13或15(d)條所要求提交的所有報告，並且在過去90天內已受到此類報告提交要求的影響。葉s x 沒有 o
請勾選方框，以表明註冊人是否在過去12個月內（或其要求提交此類文件的較短期限內）提交了每份交互式數據文件，其提交是根據規則405號第S-T條（本章第232.405條）要求提交的。是 x 沒有 o
請通過勾選請示登記人是大型加速報告公司、加速報告公司、非加速報告公司、較小報告公司或新興成長公司。請參閱《交易所法》第120億.2條中「大型加速報告公司」、「加速報告公司」、「較小報告公司」和「新興成長公司」的定義。
大型、加速申報人
o
加速文件提交人
x
非加速文件提交人
o
較小的報告公司
x
新興成長公司
o
如果是新興成長型企業，請勾選複選標記，表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。 o
請用勾號表示，公司是否符合《交易所法》第120億.2條規定的外殼公司。是 o 沒有 x
註明截至最新可行日期，每類發行人普通股的已發行股票數量。

班級
2024年11月6日優秀表現
A類普通股，$0.001面值
8,180,479
B類普通股，$0.001面值
2,861,843
C類普通股，$0.001面值
2,045,016
D類普通股，$0.001面值
34,817,980
目錄
頁面

表格 內容。
某些定義
除非另有說明，在本報告中，「Urban One」，「公司」，「我們」，「我們的」和「我們」指的是Urban One, Inc.及其子公司。
關於前瞻性聲明的警告
我們在本季度提交的10-Q表格中披露和分析了有關我們經營、現金流和財務狀況的內容，其中包括根據《證券法》第27A條和已修訂的1934年《證券交易法》第21E條的含義屬下的前瞻性聲明。這些前瞻性聲明並非傳達歷史事實，而是反映了我們對未來經營、業績和事件的當前期望。除了歷史事實的聲明外，所有其他聲明均爲「前瞻性聲明」，包括對盈利、營收或其他財務項目的任何預測；管理層對未來經營計劃、戰略和目標的任何聲明；任何關於擬議新活動、服務或發展的聲明；任何關於未來經濟狀況或表現的聲明；任何信仰聲明；以及任何上述聲明的假設聲明。前瞻性聲明通常包含「預計」、「預期」、「意圖」、「計劃」、「相信」、「尋求」、「可能」、「可能」、「估計」等詞語，或類似的詞語變體。您也可以通過前瞻性聲明中討論預期尚未發生而將在未來某期發生的經營、結果或事件的方式來確定前瞻性聲明。我們無法保證我們將實現任何前瞻性計劃、意圖、結果、經營或期望。由於這些聲明適用於未來事件，因此它們受到風險和不確定性的影響，其中一些超出我們的控制範圍，可能導致實際結果與前瞻性聲明中預測或預期的結果有重大差異。這些風險、不確定性和因素包括（排名不分先後），但不限於：
•經濟衰退、經濟波動、金融市場的不可預測性和波動，可能會影響我們的業務和財務狀況，以及我們廣告客戶的業務和財務狀況；
•我們的槓桿程度，與此相關的一些現金承諾，以及在市場條件波動的情況下可能無法爲戰略交易提供融資。
•我們所在市場的地方經濟波動（尤其是我們最大的市場亞特蘭大、巴爾的摩、夏洛特、達拉斯、休斯頓、印第安納波利斯和華盛頓特區）或個別業務領域的衰退，即使在沒有更廣泛的衰退的情況下，也可能會對我們滿足現金需求的能力產生負面影響；
•因通貨膨脹或音樂版權費用的任何變化而增加的成本；
•與實施和執行我們業務多元化策略相關的風險，包括我們在arvr遊戲擴展方面的戰略行動；
•與我們的投資或潛在投資arvr遊戲業務相關的風險;
•聯邦通信委員會（"FCC"）在維持我們的廣播許可、制定媒體所有權規則以及執行淫穢規則方面的監管;
•我們關鍵人員和廣播人才的變動；
•我們在節目和內容方面，包括播出人才以及內容製作或採購的可用性/成本，面臨競爭增加和成本上升。
•可能發生的財務損失可能是由於對我們的廣播許可證、商譽和其他無形資產的減值損失。
•與其他廣播電臺、廣播和有線電視、報紙和雜誌、戶外廣告、直郵、互聯網廣播、衛星廣播、智能手機、平板電腦和其他無線媒體、互聯網、社交媒體和其他形式的廣告之間存在着日益激烈的廣告收入競爭；
2
表格 內容。
•我們及廣告商所在行業的收購、處置及類似交易的影響，以及行業的整合;
•法律法規的發展和/或變化，例如加利福尼亞消費者隱私權法或其他類似聯邦或州法規，通過立法行動和修訂的規則和標準；
•我們的科技網絡可能會受到干擾，包括計算機系統和軟件，無論是人爲原因還是我們操作系統、結構或設備的其他干擾，包括我們進一步發展替代工作安排時，以及像大流行病、惡劣天氣、火災、洪水和地震等自然事件；
•我們在基本報表的內部控制中發現了實質性缺陷，如果不予糾正，可能導致我們的簡明合併財務報表出現實質性錯誤；
•未能達到納斯達克股票市場（「納斯達克」）的持續上市標準，可能導致我們的普通股被除牌，並可能對我們的普通股的流動性和市場價格產生重大不利影響，令公司面臨訴訟風險；和
•在我們向證券交易委員會（「SEC」）提交的文件中提到的其他因素，包括在我們於2024年6月7日提交的截至2023年12月31日的年度報告10-K表格中的第I部分「項目1A. 風險因素」中詳細討論的因素。
您不應過分依賴這些前瞻性聲明，這些聲明僅反映我們截至本報告日期所掌握的信息。我們沒有義務因新信息、未來事件或其他原因而公開更新或修訂任何前瞻性聲明。
3
表格 內容。

城市一號公司及其附屬公司
簡明綜合經營表
(單位：千美元，除每股數據外)
（未經審計）
截至9月30日的三個月截至9月30日的九個月
2024202320242023
淨收入$110,393 $117,825 $332,547 $357,346 
營業費用：  
編程和技術，包括股票薪酬爲$9, $10, $23，以及 $80, 分別
33,920 33,913 99,849 100,384 
銷售、管理和行政，包括股票薪酬爲$181, $210, $500，和$523，分別
41,293 40,352 131,641 127,157 
企業銷售、一般及行政費用，包括股票基礎補償$962, $1,998, $3,092，和$7,213，分別
13,316 12,416 41,125 37,546 
折舊和攤銷1,238 1,808 6,081 6,291 
商譽、無形資產和長期資產的減值46,823 85,448 127,581 124,304 
總營業費用136,590 173,937 406,277 395,682 
營業虧損(26,197)(56,112)(73,730)(38,336)
利息收入1,088 2,256 4,863 4,488 
利息支出11,649 13,983 37,051 42,023 
債務的利得3,472 — 18,771 2,356 
其他收入，淨額74 75 974 96,535 
(損失) 收入來自合併業務，稅前(33,212)(67,764)(86,173)23,020 
(收益來自) 所得稅準備(1,814)(16,778)(17,824)5,259 
淨(虧損) 利潤來自合併業務(31,398)(50,986)(68,349)17,761 
來自未合併創業公司的損失— (2,728)(411)(2,728)
淨（虧損）收入(31,398)(53,714)(68,760)15,033 
歸屬於非控股權益的淨利潤400 697 976 2,000 
淨（損失）收益給普通股東$(31,798)$(54,411)$(69,736)$13,033 
淨（損失）收益給普通股東（每股）  
基本$(0.68)$(1.14)$(1.43)$0.27 
稀釋$(0.68)$(1.14)$(1.43)$0.26 
加權平均已發行股數：
基本47,105,29047,722,26348,614,43847,592,010
稀釋47,105,29047,722,26348,614,43850,358,881
附註是這些未經審計的簡明綜合財務報表的組成部分。
4
表格 內容。
URBAN ONE, INC.及其子公司
簡明綜合收益（損失）合併報表
（以千計）
（未經審計）
截至9月30日的三個月截至9月30日的九個月
2024202320242023
淨（虧損）收入$(31,398)$(53,714)$(68,760)$15,033 
將已實現的可供出售證券收益的重分類調整計入淨利潤— — — (96,826)
與已實現收益的重分類相關的所得稅準備 — — — 23,599 
其他綜合收益，扣除稅後— — — (73,227)
綜合損失$(31,398)$(53,714)$(68,760)$(58,194)
減：歸屬於非控制性權益的綜合收益400 697 976 2,000 
歸屬普通股股東的綜合損失$(31,798)$(54,411)$(69,736)$(60,194)
附註是這些未經審計的簡明綜合財務報表的組成部分。
5
表格 內容。
城市一號公司及其附屬公司
簡明合併資產負債表
（單位：千美元，以股份數據爲單位）
截至
2024年9月30日2023年12月31日
（未經審計）
資產  
流動資產：  
現金及現金等價物$115,006 $233,090 
限制性現金483 480 
應收賬款，減去預計信用損失準備金$6,198 和 $8,638, 分別
118,774 133,194 
預付費用7,065 9,504 
內容資產的流動部分40,313 29,748 
其他流動資產10,172 15,950 
總流動資產291,813 421,966 
內容資產，淨值89,623 82,448 
固定資產淨額28,044 28,661 
商譽216,599 216,599 
使用權資產，淨值33,590 31,649 
廣播許可證257,029 375,296 
其他無形資產，淨額36,148 49,104 
其他資產9,757 5,450 
資產總額$962,603 $1,211,173 
負債、可贖回非控股權益及股東權益  
流動負債：  
應付賬款$15,694 $20,000 
應計利息7,450 22,342 
應計的工資和相關福利8,841 14,420 
內容應付賬款的當前部分20,175 22,389 
租賃負債的當前部分8,781 10,648 
其他流動負債39,212 42,831 
流動負債合計100,153 132,630 
長期債務，扣除原始發行折扣和發行成本593,918 716,246 
應付內容，扣除當前部分7,614 3,402 
長期租賃負債25,765 22,377 
其他長期負債16,639 24,995 
遞延所得稅負債，淨額3,114 20,938 
負債總額747,203 920,588 
承諾與或有事項（注18）
可贖回非控股權益10,636 16,520 
6.40  
可轉換優先股，每股面值$.001 票面價值， 1,000,000 授權股份數； 沒有 2024年9月30日和2023年12月31日的流通股總數
— — 
普通股 — A類，$.001 面值， 30,000,000 授權股份； 8,389,372 和 9,853,672 而9月30日和2023年12月31日分別發行和流通的股份
8 10 
普通股 — B類，$.001 面值， 150,000,000 授權股份； 2,861,843 和 2,861,843 截至2024年9月30日和2023年12月31日的已發行和流通的股份
3 3 
普通股 — C類，$.001 面值， 150,000,000 授權股份； 2,045,016 和 2,045,016 截至2024年9月30日和2023年12月31日的已發行和流通的股份
2 2 
普通股 — D類，$.001 面值， 150,000,000 授權股份； 34,873,386 和 34,116,485 截至2024年9月30日和2023年12月31日已發行並流通的股份，分別爲
35 34 
額外實收資本1,007,823 1,007,387 
累積赤字(803,107)(733,371)
股東權益總額204,764 274,065 
負債合計、可贖回的非控股權益和股東權益$962,603 $1,211,173 
    附註是這些未經審計的簡明綜合財務報表的組成部分。
6
表格 內容。
城市一號公司及其附屬公司
股東權益變動簡明合併財務報表
（單位：千美元，以股份數據爲單位）
（未經審計）
可轉換證券
優先
普通股		普通股
股票
A級		普通股
股票
B類		普通
股票
C類		普通
股票
D類		累計其他
綜合
收入		資本公積金累計
赤字		總計
股東權益
股票
截至2023年12月31日的餘額$— $10 $3 $2 $34 $— $1,007,387 $(733,371)$274,065 
歸屬於urban one的淨利潤— — — — — — — 7,493 7,493 
基於股票的補償費用— — — — — — 1,384 — 1,384 
贖回396,052 D類普通股股份
— — — — — — (1,386)— (1,386)
基於股票的支付獎勵在授予時歸屬— — — — 1 — 4,649 — 4,650 
可贖回非控股權益的調整至估計贖回價值— — — — — — (1,004)— (1,004)
截至2024年3月31日的餘額$— $10 $3 $2 $35 $— $1,011,030 $(725,878)$285,202 
歸屬於urban one的淨虧損— — — — — — — (45,431)(45,431)
基於股票的薪酬費用— — — — — — 1,079 — 1,079 
回購 449,277 股A普通股的股份
— (1)— — — — (923)— (924)
回購 113,283 股D普通股的股份
— — — — — — (178)— (178)
可贖回的非控股權益調整爲估計贖回價值— — — — — — (373)— (373)
截至2024年6月30日的餘額$— $9 $3 $2 $35 $— $1,010,635 $(771,309)$239,375 
7
表格 內容。
歸屬於urban one的淨虧損— — — — — — — (31,798)(31,798)
基於股票的補償費用— (1)— — — — 1,152 — 1,151 
贖回1,015,023 A類普通股股份
— — — — — — (2,041)— (2,041)
回購 586,989 D類普通股股份的回購
— — — — — — (788)— (788)
授予股份報酬的股權獎勵— — — — — — 30 — 30 
將可贖回的非控股權調整爲預估贖回價值— — — — — — (1,165)— (1,165)
截至2024年9月30日的餘額$— $8 $3 $2 $35 $— $1,007,823 $(803,107)$204,764 


8
表格 內容。
城市一號公司及其附屬公司
股東權益變動簡明合併財務報表
（單位：千美元，以股份數據爲單位）
（未經審計）

可轉換證券
優先
普通股		普通股
股票
A級		普通
股票
B類		普通
股票
C類		普通
股票
D類		累計其他
綜合
收入		資本公積金累計
赤字		總計
股東權益
股票
2022年12月31日餘額$— $10 $3 $2 $34 $73,227 $993,484 $(736,010)$330,750 
會計變更累計影響— — — — — — — 589 589 
2023年1月1日餘額$— $10 $3 $2 $34 $73,227 $993,484 $(735,421)$331,339 
歸屬於urban one的淨損失— — — — — — — (2,922)(2,922)
基於股票的補償費用— — — — — — 2,558 — 2,558 
贖回256,442 D類普通股股份
— — — — — — (1,324)— (1,324)
獲得股權支付獎勵時的認股權益— — — — — — 3,234 — 3,234 
調整可贖回非控股權益至估計贖回價值— — — — — — (1,308)— (1,308)
截至2023年3月31日的餘額$— $10 $3 $2 $34 $73,227 $996,644 $(738,343)$331,577 
淨利潤歸屬於urban one— — — — — — — 70,366 70,366 
基於股票的補償支出— — — — — — 1,305 — 1,305 
回購 18,459 股份類別爲D普通股的股份
— — — — — — (111)— (111)
MGm投資的出售— — — — — (73,227)— — (73,227)
調整可贖回非控股權益至估計贖回價值— — — — — — 1,621 — 1,621 
9
表格 內容。
截至2023年6月30日的餘額$— $10 $3 $2 $34 $— $999,459 $(667,977)$331,531 
歸屬於城市一的淨損失— — — — — — — (54,411)(54,411)
基於股票的補償費用— — — — — — 1,006 — 1,006 
贖回38,371 D類普通股的股份
— — — — — — (195)— (195)
可贖回的非控制權益調整至預估贖回價值— — — — — — 776 — 776 
截至2023年9月30日的餘額$— $10 $3 $2 $34 $— $1,001,046 $(722,388)$278,707 
附註是這些未經審計的簡明綜合財務報表的組成部分。
10
表格 內容。
城市一號公司及其附屬公司
現金流量表簡明綜合報表
（以千計）
（未經審計）
截止九個月
9月30日,
20242023
經營活動產生的現金流量：  
淨（損失）收入$(68,760)$15,033 
調整爲實現活動現金流量的淨利潤：
折舊和攤銷6,081 6,291 
債務融資成本攤銷1,394 1,463 
上市資產的攤銷3,735 3,735 
資產內容攤銷34,869 36,601 
遞延所得稅(17,824)4,051 
租賃資產攤銷8,053 6,597 
商譽、無形資產和長期資產減值127,581 124,304 
基於股票的補償費用3,615 7,816 
債務退休收益(18,771)(2,356)
可供出售債券證券已實現收益— (96,826)
僱傭協議獎勵的非現金公允價值調整(7,307)(2,663)
其他(606)3,510 
變動對經營資產和負債的影響，扣除已收取的資產:  
交易應收賬款淨額14,730 10,145 
預付費用及其他流動資產4,905 727 
其他資產(5,153)1,764 
內容資產和應付款(50,611)(36,790)
應付賬款(4,071)(45)
應計利息(14,908)(14,146)
應計的工資和相關福利(5,579)(9,385)
其他負債(7,763)(16,524)
啓動支撐(1,750)— 
經營活動產生的淨現金流量1,860 43,302 
投資活動產生的現金流量：  
購置固定資產等資產支出(5,672)(6,578)
在合資企業去consolidate後，解除限制的現金被攤銷— (26,000)
出售合資公司利益所得— 6,563 
可供出售債務證券出售所得— 136,826 
股權證券出售所得829 — 
與站點處置相關的現金收入3,750 — 
對未納入聯合財務報表的合營企業的投資(609)(3,978)
廣播資產的收購— (27,500)
投資活動中的淨現金流量（使用）(1,702)79,333 
籌資活動產生的現金流量：  
購買Reach Media的所有權利益(7,603)— 
償還長期債務(104,809)(22,281)
回購普通股(5,288)(1,630)
釋放擔保信用證存款1,260 — 
向Reach Media非控股權益成員支付股息(1,799)(4,401)
籌資活動使用的淨現金流量(118,239)(28,312)
現金、現金等價物和受限制的現金的淨（減少）增加(118,081)94,323 
期初現金、現金等價物和受限制資金233,570 101,879 
期末現金、現金等價物和受限制資金$115,489 $196,202 
  
現金流量信息補充披露:
支付的現金：
利益$50,389 $54,707 
所得稅，減去退款$2,341 $1,645 
非現金經營、融資和投資活動:
以出租義務換取的經營使用權資產$9,379 $5,388 
非現金內容資產增加$25,516 $— 
調整可贖回的非控制股權至預計的贖回價值$2,542 $(1,089)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
11
Table of Contents
URBAN ONE, INC. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
Urban One, Inc., a Delaware corporation, and its subsidiaries (collectively, “Urban One,” the “Company,” “we,” “our” and/or “us”) is an urban-oriented, multi-media Company that primarily targets African-American and urban consumers. Our core business is our Radio Broadcasting franchise which is the largest Radio Broadcasting operation that primarily targets African-American and urban listeners. As of September 30, 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. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 90.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its iONE Digital, Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. 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.” 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.
As part of our condensed consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. See Note 17 – Segment Information of our condensed consolidated financial statements for further discussion.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and under the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. In management’s opinion, the interim financial data presented herein includes all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with US GAAP have been omitted pursuant to such rules and regulations.
The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited condensed consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K (“Form 10-K”). There have been no significant changes to the Company’s accounting policies as described in Note 3 - Summary of significant accounting policies, in the notes to the condensed consolidated financial statements in Item 8 of Part II of Form 10-K.
All amounts presented in these condensed consolidated financial statements are expressed in thousands of U.S. dollars, except share and per share amounts and unless otherwise noted.
The Company's results are subject to seasonal fluctuations and, typically, revenues are lowest in the first calendar quarter of the year. Due to this seasonality, the results for interim periods are not necessarily indicative of results to be expected for the full year. The Company experiences further seasonality in odd versus even years as there tends to be more political activity in even years which can have a positive impact on advertising revenues.
12
Table of Contents
Principles of Consolidation
The condensed consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All intercompany accounts and transactions have been eliminated in consolidation. 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 the financial statements of variable interest entities (“VIE”) in its condensed consolidated financial statements. 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.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. The most significant estimates and assumptions are used in determining: (i) estimates of future cash flows used to evaluate and recognize impairments; (ii) estimates of fair value of Employment Agreement Award (as defined below) and redeemable non-controlling interest in Reach Media; (iii) deferred taxes and related valuation allowance, including uncertain tax positions; (iv) the amortization patterns of content assets; (v) incremental borrowing rate and lease term for the Company's lease arrangements and (vi) estimate allowance for expected credit losses on trade accounts receivable.
These estimates and assumptions may affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. The Company bases these estimates on historical experience, the current economic environment or various other assumptions that are believed to be reasonable under the circumstances. However, economic uncertainty and any disruption in financial markets increase the possibility that actual results may differ from these estimates.
Supplemental Financial Information
The following table presents the components of Other Current Liabilities and Other Long-term Liabilities:
September 30,
2024		December 31,
2023
(In thousands)
Other current liabilities
Customer advances and unearned income$5,059$4,851
Unearned event income—4,864
Reserve for audience deficiency20,13612,779
Professional fee accrual3,3591,658
Operating expense accruals2,1555,090
Accrued stock compensation—4,650
Employment agreement award (as defined in Note 7)
2,9903,685
Launch liability—1,750
Deferred barter revenue2,2861,848
Other3,2271,656
Total other current liabilities$39,212$42,831
Other long-term liabilities
Employment agreement award (as defined in Note 7)
$10,527$19,285
Launch liability3,5003,500
Other2,6122,210
Total long-term liabilities$16,639$24,995
13
Table of Contents
Supplemental Cash Flow Information
The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the condensed consolidated balance sheets to “Cash, cash equivalents and restricted cash, end of period” as reported within the condensed consolidated statements of cash flows:
Nine Months Ended
September 30,
20242023
(In thousands)
Cash and cash equivalents$115,006$195,723
Restricted cash483479
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows$115,489$196,202

14
Table of Contents
Allowance for Expected Credit Loss
The Company estimates the allowance for expected credit losses on trade accounts receivable in pools based on the Company’s four reportable segments and historical credit loss information over a defined period adjusted for current conditions and reasonable and supportable forecasts. Large individual receivables for which there is indication of increased credit risk are individually assessed for loss allowances. The Company reports the allowance for expected credit losses for financial assets measured at amortized cost. The allowance for expected credit losses is reviewed periodically by management.
The changes in the allowance for expected credit loss are as follows:
As of September 30, 2024
(In thousands)
Balance at Beginning of Period$8,638 
Charged to Expense, net (333)
Less: Deductions (2,107)
Balance at End of Period $6,198 
3. NET REVENUES

Revenue Recognition

The following tables show the sources of the Company’s net revenues by contract type and segment for the three and nine months ended September 30, 2024 and 2023:
(In thousands)Radio
Broadcasting		Reach
Media		DigitalCable
Television		All Other - Corporate/EliminationsConsolidated
Three Months Ended September 30, 2024
Radio Advertising$36,418$9,231$—$—$(658)$44,991
Political Advertising2,140443964——3,547
Digital Advertising——19,434——19,434
Cable Television Advertising———21,868—21,868
Cable Television Affiliate Fees———18,808—18,808
Event Revenues & Other1,158573—14—1,745
Net Revenues$39,716$10,247$20,398$40,690$(658)$110,393
Three Months Ended September 30, 2023
Radio Advertising$37,851$9,589$—$—$(789)$46,651
Political Advertising68932686——1,101
Digital Advertising——20,269——20,269
Cable Television Advertising———25,218—25,218
Cable Television Affiliate Fees———21,569—21,569
Event Revenues & Other1,6121,2421—1623,017
Net Revenues$40,152$11,157$20,356$46,787$(627)$117,825
15
Table of Contents
(In thousands)Radio
Broadcasting		Reach
Media		DigitalCable
Television		All Other - Corporate/EliminationsConsolidated
Nine Months Ended September 30, 2024
Radio Advertising$107,406$26,456$—$—$(2,109)$131,753
Political Advertising4,6519421,342——6,935
Digital Advertising——48,910——48,910
Cable Television Advertising———69,403—69,403
Cable Television Affiliate Fees———58,910—58,910
Event Revenues & Other6,00910,250—9927816,636
Net Revenues$118,066$37,648$50,252$128,412$(1,831)$332,547
Nine Months Ended September 30, 2023
Radio Advertising$108,270$29,202$—$—$(2,923)$134,549
Political Advertising1,298327308——1,933
Digital Advertising——54,027——54,027
Cable Television Advertising———81,286—81,286
Cable Television Affiliate Fees———67,589—67,589
Event Revenues & Other4,96012,596—2038617,962
Net Revenues$114,528$42,125$54,335$148,895$(2,537)$357,346
Contract Assets and Liabilities
Contract assets and contract liabilities that are not separately stated in the Company’s condensed consolidated balance sheets as of September 30, 2024, and December 31, 2023 were as follows:
September 30, 2024December 31, 2023
(In thousands)
Contract assets:  
Unbilled receivables$9,101 $5,437 
Contract liabilities:  
Customer advances and unearned income$5,059 $4,851 
Reserve for audience deficiency20,136 12,779 
Unearned event income241 4,864 
Unbilled receivables consist of earned revenue that has not yet been billed. Contract assets are included in trade accounts receivable, net on the condensed consolidated balance sheets. Customer advances and unearned income represent advance payments by customers for future services under contract that are generally incurred in the near term. For advertising sold based on audience guarantees, audience deficiency typically results in an obligation to deliver additional advertising units to the customer, generally within one year of the campaign end date. To the extent that audience guarantees are not met, a reserve for audience deficiency is recorded until such a time that the audience guarantee has been satisfied. Unearned event income represents payments by customers for upcoming events. Contract liabilities are included in other current liabilities on the condensed consolidated balance sheets.
For customer advances and unearned income as of January 1, 2024, approximately $2.8 million was recognized as revenue during the nine months ended September 30, 2024. For the reserve for audience deficiency as of January 1, 2024, approximately $2.2 million was recognized as revenue during the nine months ended September 30, 2024. For unearned event income as of January 1, 2024, approximately $4.9 million was recognized as revenue during the nine months ended September 30, 2024.
16
Table of Contents
Practical Expedients and Exemptions
The Company generally expenses employee sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses on the condensed consolidated statements of operations. Agency and outside sales representative commissions were approximately $9.0 million and $9.8 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $27.7 million and $28.5 million for of the nine months ended September 30, 2024 and 2023, respectively.
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, or (ii) contracts for which variable consideration is a sales-based or usage-based royalty promised in exchange for a license of intellectual property.
4. LAUNCH ASSETS
The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. The weighted-average amortization period for launch support and the remaining weighted-average amortization period for launch support as of September 30, 2024 and December 31, 2023 is as follows:
(In years)September 30,
2024		December 31,
2023
Weighted-average amortization period8.18.1
Remaining weighted-average amortization period2.22.9
Launch support asset amortization for the three and nine months ended September 30, 2024 and 2023.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In thousands)(In thousands)
Launch support asset amortization$1,245 $1,245 $3,735 $3,735 
Launch assets are included in other intangible assets on the condensed consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets. Amortization is recorded as a reduction in revenue.
5. ADVERTISING AND PROMOTIONS
The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses were approximately $4.7 million and $6.0 million for the three months ended September 30, 2024 and 2023, respectively, and approximately $19.5 million and $21.8 million for the nine months ended September 30, 2024 and 2023, respectively.
6. EARNINGS PER SHARE

Basic and diluted earnings per share (“EPS”) attributable to common stockholders is presented in conformity with the two-class method required for participating securities: Class A, Class B, Class C and Class D common stock. The rights of the holders of Class A, Class B, Class C and Class D common stock are identical, except with respect to voting, conversion, and transfer rights.

The undistributed earnings or losses are allocated based on the contractual participation rights of Class A, Class B, Class C and Class D common shares as if the earnings or losses for the year have been distributed. As the liquidation and dividend rights are identical, the undistributed earnings or losses are allocated on a proportionate basis, and as such, diluted and basic earnings per share is the same for each class of common stock under the two-class method.
17
Table of Contents
The following table sets forth the calculation of basic and diluted earnings per share from continuing operations:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In thousands, except per share data)
Numerator:
Net (loss) income attributable to Class A, Class B, Class C and Class D stockholders$(31,798)$(54,411)$(69,736)$13,033 
Denominator:  
Weighted-average outstanding shares47,105,290 47,722,263 48,614,438 47,592,010 
Effect of dilutive securities:  
Stock options and restricted stock— — — 2,766,871 
Weighted-average outstanding shares47,105,290 47,722,263 48,614,438 50,358,881 
EPS attributable to Class A, Class B, Class C and Class D stockholders per share – basic$(0.68)$(1.14)$(1.43)$0.27 
EPS attributable to Class A, Class B, Class C and Class D stockholders per share – diluted$(0.68)$(1.14)$(1.43)$0.26 
For the three and nine months ended September 30, 2024, there were approximately 6.6 million and 5.6 million potentially dilutive securities, respectively, that were not included in the computation of diluted EPS, because to do so would have been antidilutive for the periods presented. For the three and nine months ended September 30, 2023, there were 2.5 million potentially antidilutive securities excluded from the computation of diluted EPS.
7. FAIR VALUE MEASUREMENTS
The Company reports financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurement” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.
Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).
Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.
18
Table of Contents
As of September 30, 2024 and December 31, 2023, the fair values of the Company’s financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:
TotalLevel 1Level 2Level 3
(In thousands)
As of September 30, 2024
Liabilities subject to fair value measurement:    
Employment Agreement Award(a)
$13,517 $— $— $13,517 
Mezzanine equity subject to fair value measurement:    
Redeemable non-controlling interests(b)
$10,636 $— $— $10,636 
Assets subject to fair value measurement:    
Cash equivalents - money market funds (c)
$81,187 $81,187 $— $— 
As of December 31, 2023    
Liabilities subject to fair value measurement:    
Employment Agreement Award(a)
$22,970 $— $— $22,970 
Mezzanine equity subject to fair value measurement:    
Redeemable non-controlling interests(b)
$16,520 $— $— $16,520 
Assets subject to fair value measurement:    
Cash equivalents-money market funds(c)
$193,769 $193,769 $— $— 
(a)Pursuant to an employment agreement, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) 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. The Company reviews the factors underlying this award at the end of each reporting period including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by the income approach using a discounted cash flow analysis and the market approach using comparable public company multiples). Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit, and discount rate. Significant inputs to the market approach include publicly held peer companies and recurring EBITDA multiples. On April 3, 2024, the Company entered into an employment agreement with Alfred C. Liggins, III, President and Chief Executive Officer, consistent with the terms approved by the Company’s Compensation Committee. The terms of the new employment agreements are effective as of January 1, 2022.
(b)The fair value is measured using a discounted cash flow methodology. Significant inputs to the discounted cash flow analysis include revenue growth rates, future operating profit margins, discount rate and terminal growth rate.
(c)The Company measures and reports its cash equivalents that are invested in money market funds and valued based on quoted market prices which approximate cost due to their short-term maturities.
There were no transfers within Level 1, 2, or 3 during the nine months ended September 30, 2024 and 2023. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2024 and 2023:
Employment
Agreement
Award		Redeemable
Non-controlling
Interests
(In thousands)
Balance as of December 31, 2023$22,970$16,520
Net income attributable to non-controlling interests—976
Distributions(2,146)— 
Purchase of ownership interest in Reach Media—(7,603)
Dividends paid to non-controlling interests—(1,799)
Change in fair value(a)
(7,307)2,542
Balance as of September 30, 2024$13,517$10,636
19
Table of Contents
Employment
Agreement
Award		Redeemable
Non-controlling
Interests
(In thousands)
Balance as of December 31, 2022$25,741$25,298
Net income attributable to non-controlling interests—2,015
Distributions(1,218)— 
Dividends paid to non-controlling interests—(4,401)
Change in fair value(a)
(1,445)(1,089)
Balance as of September 30, 2023$23,078$21,823
(a)Amount of total income/(losses) for the period included in earnings attributable to the change in unrealized (gains) losses relating to liabilities still held at the reporting date.
Changes in the fair value of the Employment Agreement Award were recorded in the condensed consolidated statements of operations as corporate selling, general and administrative expenses for the nine months ended September 30, 2024 and 2023. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the condensed consolidated balance sheets.
For Level 3 liabilities measured at fair value on a recurring basis, the significant unobservable inputs used in the fair value measurements were as follows:
September 30,
2024		December 31,
2023
Level 3 liabilitiesValuation TechniqueSignificant
Unobservable
Inputs
Significant Unobservable
Input Value(a)
Employment Agreement AwardDiscounted cash flowDiscount rate11.0 %10.0 %
Employment Agreement AwardDiscounted cash flowOperating profit margin range
30.9% - 35.5%
35.0% - 42.3%
Employment Agreement AwardDiscounted cash flowRevenue growth rate range
(4.5)% - (0.1)%
(2.1)% - 2.5%
Employment Agreement AwardMarket approachAverage recurring EBITDA multiple5.0 x
6.3 - 6.5 x
Redeemable non-controlling interestsDiscounted cash flowDiscount rate20.0 %12.5 %
Redeemable non-controlling interestsDiscounted cash flowOperating profit margin range
29.7% - 33.6%
24.5% - 31.9%
Redeemable non-controlling interestsDiscounted cash flowRevenue growth rate range
(1.7)% - 18.9%
1.2% - 16.5%
Redeemable non-controlling interestsDiscounted cash flowExit multipleN/A4.0 x
(a)Any significant increases or decreases in unobservable inputs could result in significantly higher or lower fair value measurements. Changes in fair value measurements, if significant, may affect the Company’s performance of cash flows.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, which are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. See Note 13 – Goodwill and Other Intangible Assets of the Company's condensed consolidated financial statements for further discussion.

20
Table of Contents
Financial Instruments
As of September 30, 2024, and December 31, 2023, the Company’s financial instruments consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, and long-term debt. The carrying amounts approximated fair value for each of these financial instruments as of September 30, 2024, and December 31, 2023, except for the Company’s long-term debt. On January 25, 2021, the Company borrowed $825.0 million in aggregate principal amount of senior secured notes due February 2028 and bearing interest at a rate of 7.375% (the “2028 Notes”). The 2028 Notes had a carrying value of approximately $600.0 million and fair value of approximately $432.0 million as of September 30, 2024, and had a carrying value of approximately $725.0 million and fair value of approximately $616.3 million as of December 31, 2023. The fair values of the 2028 Notes, classified as a Level 2 instrument, were determined based on the trading values of this instrument in an inactive market as of the reporting date. There were no borrowings outstanding on the Company’s asset-backed credit facility as of September 30, 2024, and December 31, 2023.
8. INVESTMENTS
RVA Entertainment Holding
In 2021, the Company and Peninsula Pacific Entertainment (succeeded by Churchill Downs Incorporated (“CDI”) on November 1, 2022) formed a joint venture, RVAEH, to develop and operate a casino resort in Richmond. The carrying value of the investment was $0.0 million as of December 31, 2023. The Company made a final $0.6 million contribution in February 2024. As of February 15, 2024, Urban One, Inc. terminated the 50/50 joint venture with CDI that sought to develop a casino resort in the City of Richmond.
9. CONTENT ASSETS
The gross cost and accumulated amortization of content assets is as follows:
September 30,
2024		December 31,
2023		Period of
Amortization
(In thousands)
Produced content assets:
Completed$158,440$132,273
In-production9,88311,726
Licensed content assets acquired:
Acquired43,45535,520
Content assets, at cost211,778179,519
1‑5 Years
Less: accumulated amortization(81,842)(67,323)
Content assets, net129,936112,196
Less: current portion(40,313)(29,748)
Noncurrent portion$89,623$82,448
Amortization of content assets is recorded in the condensed consolidated statements of operations as programming and technical expenses. Content amortization for the three and nine months ended September 30, 2024 and 2023 is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In thousands)(In thousands)
Content amortization - acquired$3,752 $3,672 $10,450 $13,873 
Content amortization - produced8,574 8,555 24,419 22,728 
Total content amortization$12,326 $12,227 $34,869 $36,601 


21
Table of Contents
10. RELATED PARTY TRANSACTIONS
Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage® (the “Fantastic Voyage®”), an annual fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreement under which the Fantastic Voyage® operates provides that Reach Media provide all necessary operations of the cruise, and that Reach Media will be reimbursed its expenditures and receive a fee based on performance. The Foundation’s remittances to Reach Media under the agreement are limited to its Fantastic Voyage® related cash collections. Reach Media bears the risk should the Fantastic Voyage® sustain a loss and bears all credit risk associated with the related passenger cruise package sales. The Foundation owed Reach Media approximately $0.3 million and $1.0 million as of September 30, 2024 and December 31, 2023, respectively.
The Fantastic Voyage was operated in May 2024 and May 2023. For the nine months ended September 30, 2024, the revenues, expenses, and operating income were approximately $9.6 million, $8.4 million, and $1.2 million, respectively, compared to the nine months ended September 30, 2023, for which they were approximately $10.0 million, $8.2 million, and $1.75 million, respectively.
Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, the Foundation owed immaterial amounts to Reach Media as of September 30, 2024 and December 31, 2023.
Effective August 12, 2024, Reach Media and the Foundation entered into a new agreement regarding the Fantastic Voyage (the “FV Revised Agreement”). Cruises beginning with Fantastic Voyage 2025 will operate under the FV Revised Agreement. The Fantastic Voyage 2024 cruise continues to be accounted for under the existing agreement.

The FV Revised Agreement provides that Reach Media shall have the right, but not the obligation, to renew the agreement for another year, provided that it notifies the Foundation within ninety (90) days of the conclusion of the prior cruise.
Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc., was a compensated member of the Board of Directors of Broadcast Music, Inc. (“BMI”), a performance rights organization to which the Company pays license fees in the ordinary course of business. As of December 31, 2023, the Company owed BMI approximately $0.3 million. On February 8, 2024, the sale of BMI to a shareholder group led by New Mountain Capital, LLC, was completed. Based on the Company's equity interest in BMI, the sale resulted in cash proceeds of approximately $0.8 million. Due to the sale of BMI, Alfred Liggins is no longer a member of the BMI Board of Directors. The Company incurred expenses of approximately $0.9 million during the three months ended September 30, 2023. The Company incurred expenses of approximately $0.8 million and $2.7 million during the nine months ended September 30, 2024 and 2023, respectively.
11. NEW ACCOUNTING STANDARDS
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM"). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company expects this ASU to only impact its disclosures with no impact on its results of operations, cash flows and financial condition.

22
Table of Contents
In December 2023, the FASB issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity ("PBE") to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received.
For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025 and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. The Company expects this ASU to only impact its disclosures with no impact on its results of operations, cash flows and financial condition.

12. AQUISITIONS AND DISPOSTIONS

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. The transaction price was approximately $27.5 million. The acquisition was completed on August 1, 2023.
As part of the Federal Communication Commission (“FCC”) approval of and the closing conditions of the CMG Acquisition, the Company was required to divest KTHT-FM. On June 7, 2023, the Company entered into a definitive asset purchase agreement with Educational Media Foundation (“EMF”) to sell KTHT-FM, and all its assets, for approximately $3.1 million (“the KTHT Divestiture”). 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 sale to EMF was finalized. On November 1, 2023, after the approval by the FCC, the KTHT Divestiture was completed.
The Company accounted for the CMG Acquisition as an acquisition of assets and, as such, allocated the purchase price, including transaction costs directly related to the asset acquisition, to the assets acquired and liabilities assumed based on their relative fair values with no goodwill recognized. The Company’s allocation of the purchase price to the assets acquired in the CMG Acquisition, exclusive of those amounts allocated to KTHT-FM, consisted of approximately $23.4 million to radio broadcasting licenses, $0.3 million to towers and antennas, $0.5 million to transmitters, $0.1 million to studios, and $0.1 million to fixed assets.
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. At the time of closing of the CMG Acquisition, 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 condensed consolidated statement of operations for the three and nine months ended September 30, 2023). On August 1, 2023, immediately prior to the closing of the CMG Acquisition, the identified assets and liabilities were transferred to the irrevocable trust and removed from the Company’s condensed consolidated balance sheet as part of customary closing terms. The identified assets and liabilities will remain in the trust until the transaction is complete, which is anticipated to occur on or about December 23, 2024.
As the identified assets and liabilities of KROI-FM were held in an irrevocable trust and the divestiture had not been completed as of September 30, 2024, the Company has recorded a right to receive payment from KROI-FM’s acquirer as a receivable of approximately $1.9 million and $5.6 million within other current assets in the condensed consolidated balance sheet as of September 30, 2024 and December 31, 2023, respectively.


23
Table of Contents
On September 18, 2024, the Company entered into an amended and restated time brokerage agreement (“TBA”) with La Mega Media, Inc. and Lazo Media, LLC (collectively “LaMega”). Pursuant to the TBA, on November 1, 2024, the Company began to broadcast programs produced, owned, or acquired by the Company on LaMega’s Columbus, Ohio radio station, WVKO-FM. Under the TBA, the Company pays a monthly fee as well as certain operating costs of WVKO-FM, and, in exchange, the Company retains all revenues from the sale of the advertising within the programming the Company provides. The term of the TBA is through October 31, 2027 and the Company has an option to acquire the station exercisable through December 31, 2026.

13. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

As of September 30, 2024, an overall decline in revenue and operating profit margin created a triggering event indicating that the fair value of the Company’s reporting units were more likely than not to be less than its carrying value. Therefore, the Company performed a quantitative assessment at all ten of the reporting units that contain goodwill. Based on the quantitative impairment assessment performed, no goodwill impairment losses were recognized for the three months ended September 30, 2024.

Radio Broadcasting Licenses

As of September 30, 2024, an increase in the discount rate, continued decline of projected gross market revenues and a decline in operating profit margin created a triggering event indicating that the fair value of the Company’s radio broadcasting licenses were more likely than not to be less than its carrying value. Therefore, the Company performed a quantitative impairment assessment for the broadcasting licenses for all radio markets to determine whether they were impaired.

To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the broadcasting license). The Company performed a discounted cash flow analysis for broadcasting licenses across all 13 radio markets. The key assumptions used in the discounted cash flow analysis for broadcasting licenses include market revenue and projected revenue growth by market, mature market share, operating profit margin, terminal growth rate, and discount rate.

Based on this analysis, the Company recognized an impairment loss of approximately $37.7 million associated with 9 radio markets within the Radio Broadcasting segment, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations during the three months ended September 30, 2024. During the nine months ended September 30, 2024 the Company recognized an impairment loss of approximately $118.5 million within the Radio Broadcasting segment, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations.

The following table presents the changes in the Company’s radio broadcasting licenses carrying value during the nine months ended September 30, 2024.

(In thousands)
Balance as of January 1, 2024$375,296 
Additions(a)
225 
Impairment charges(118,492)
Balance as of September 30, 2024$257,029 
(a)Measurement period adjustment related to the CMG Acquisition as defined in Note 12.

Below are the key assumptions used in the income approach model for estimating the fair value of the broadcasting licenses for the 13 radio markets in the most recent interim impairment assessment performed as of September 30, 2024.

24
Table of Contents
Radio Broadcasting LicensesSeptember 30,
2024
Discount Rate10.5%
Revenue Growth Rate Range
(4.0)% - 0.3%
Terminal Growth Rate(0.5)%
Mature Market Share Range
1.1% - 30.5%
Operating Profit Margin Range
1.3% - 30.0%
TV One Trade Name
As of September 30, 2024, the Company noted a continued decline in revenues and operating profit margin in the Cable Television segment, indicating that it was more likely than not that its TV One trade name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for all TV One to determine whether it was impaired.

To determine the fair value of the trade name, the Company utilized the relief from royalty approach which values a trade name by calculating the present value of royalty payments avoided given the continued use. The key assumptions used in the analysis for the trade name include cumulative probability of continued use, percentage of royalty payments avoided, projected revenue growth, terminal growth rate, and discount rate.
Based on this analysis, the Company recognized an impairment loss of approximately $9.1 million associated with TV One trade name within the Cable Television segment, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations during the three and nine months ended September 30, 2024.

The following table presents the changes in the Company’s trade name carrying value during the nine months ended September 30, 2024.
TV One Trade Name
(In thousands)
As of December 31, 2023
Gross trade name$39,690 
Accumulated impairment losses— 
Net trade name at December 31, 2023$39,690 
Additions— 
Impairments(9,089)
As of September 30, 2024
Gross trade name$39,690 
Accumulated impairment losses(9,089)
Net trade name at September 30, 2024(a)
$30,601 
(a)TV One Trade Name is included within Other Intangible Assets, net.

Below are the key assumptions used in the relief from royalty approach model for estimating the fair value of the trade name for the TV One in the most recent interim impairment assessment performed as of September 30, 2024.

25
Table of Contents
TV One Trade NameSeptember 30,
2024
Discount Rate11.0%
Revenue Growth Rate Range
(10.3)% - (0.1)%
Terminal Growth Rate(1.5)%
Royalty Payments Avoided2.5%
Cumulative Probability of Continued Use100%

14. LONG-TERM DEBT

Long-term debt consists of the following:
September 30,
2024		December 31,
2023
(In thousands)
2028 Notes$599,975 $725,000 
Total debt599,975 725,000 
Less: original issue discount and issuance costs(6,057)(8,754)
Long-term debt, net$593,918 $716,246 
2028 Notes
In January 2021, the Company issued the 2028 Notes at an issue price of 100% in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the 2028 Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year at a rate of 7.375% per annum.
The 2028 Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure the Company’s asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral. The 2028 Notes require the Company to file quarterly and annual reports with the SEC within a specified time period after the Company’s fiscal quarter end and year end. However, failure to comply does not constitute an event of default unless the Company does not comply within 120 days after receiving written notice from the Trustee. The Company has not received any such notice.
The deferred financing costs included in interest expense for all instruments, for each of the three and nine months ended September 30, 2024 and 2023, were approximately $0.4 million and $0.5 million, respectively, and approximately $1.4 million and $1.5 million, respectively. The Company’s effective interest rate for the three and nine months ended September 30, 2024 and 2023 was 7.83% and 7.73%, respectively.
From time to time, the Company may repurchase its debt securities in open market purchases. Under open authorizations, repurchases of the outstanding debt may be made from time to time on the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt is retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and other factors, and subject to restrictions under applicable law.

26
Table of Contents
On December 6, 2022, the Board of Directors authorized and approved a note repurchase program for up to $25.0 million of the currently outstanding 2028 Notes. During the three months ended March 31, 2023, the Company repurchased $25.0 million of its 2028 Notes at an average price of approximately 89.1% of par exhausting this authorization. The Company recorded a net gain on retirement of debt of approximately $2.4 million during the three months ended March 31, 2023.
During the fourth quarter of 2023, the Board of Directors authorized and approved a note repurchase program for up to $75.0 million of the currently outstanding 2028 Notes. During the three months ended March 31, 2024, the Company repurchased $75.0 million of its 2028 Notes at an average price of approximately 88.3% of par exhausting this authorization. The Company recorded a net gain on retirement of debt of approximately $7.9 million during the three months ended March 31, 2024.
During the second quarter of 2024, the Board of Directors authorized and approved a note repurchase program for up to $75.0 million of the currently outstanding 2028 Notes (the "June 2024 Authorization"). During the three months ended June 30, 2024, the Company repurchased approximately $35.5 million of its 2028 Notes at an average price of approximately 78.0% of par, resulting in a net gain on retirement of debt of approximately $7.4 million and leaving $39.5 million unused under the June 2024 Authorization.
During the three months ended September 30, 2024, under the June 2024 Authorization, the Company repurchased approximately $14.5 million of its 2028 Notes at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately $3.5 million and leaving $25.0 million under the June 2024 Authorization. During the three months September 30, 2023, the Company did not repurchase any of its 2028 Notes.
The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2028 Notes.
Asset-Backed Credit Facilities
On February 19, 2021, the Company closed on its asset backed credit facility (the “Current ABL Facility”). The Current ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity. As of September 30, 2024 and December 31, 2023, there was no balance outstanding on the Current ABL Facility.
At the Company’s election, the interest rate on borrowings under the Current ABL Facility is 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.
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.
All obligations under the Current ABL Facility are secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company. The Current ABL Facility includes a covenant requiring the Company’s fixed charge coverage ratio, as defined in the agreement, to not be less than 1.00 to 1.00. The Company is in compliance as of September 30, 2024.
On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the Current ABL Facility. The Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver certain annual financial deliverables for the Fiscal Year ended December 31, 2022 as required under the Current ABL Facility (the “Specified Defaults”).
27
Table of Contents
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”). As the Company was undrawn under the Current ABL Facility as of the date of the Waiver and Amendment, the SOFR Interest Rate Change would only bear upon future borrowings by the Company such that they bear an interest rate relating to the secured overnight financing rate. These provisions of the Waiver and Amendment are intended to transition loans under the Current ABL Facility to the new secured overnight financing rate as the benchmark rate.
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 Most recently, on May 30, 2024, the Company entered into a seventh waiver and amendment (the “Seventh Waiver and Amendment” to the Current ABL Facility. The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Annual Financial Deliverables for the year ended December 31, 2023 (the “2023 Form 10-K”) and Quarterly Financial Deliverables for the three and six months ended June 30, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K”, the “Delayed Reports”). The Seventh Waiver and Amendment sets a due date of June 17, 2024 for the Delayed Reports. The Delayed Reports were filed on June 7, 2024, bringing the Company back into compliance with the requirements under the Current ABL Facility.
The Current ABL Facility matures on the earlier to occur of: (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes.
The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
Letter of Credit Facility
As of March 31, 2024, the Company closed its letter of credit reimbursement and security agreement with capacity of up to $1.2 million and received a $1.2 million deposit held with the counterparty in connection with the agreement. In addition, the Current ABL Facility provides for letter of credit capacity of up to $5.0 million subject to certain limitations on availability.
Future Minimum Principal Payments
Future scheduled minimum principal payments of debt as of September 30, 2024, are as follows:
2028 Notes
(In thousands)
October-December 2024$— 
2025— 
2026— 
2027— 
2028599,975 
Total debt$599,975 

28
Table of Contents
15. INCOME TAXES

The Company uses the estimated annual effective tax rate method under ASC 740-270, “Interim Reporting” to calculate the provision for income taxes. The Company recorded a benefit from income taxes of approximately $17.8 million on pre-tax loss from consolidated operations of approximately $86.2 million for the nine months ended September 30, 2024. This results in an effective tax rate of approximately 20.7%, which includes approximately $2.9 million of discrete tax expense primarily related to return to provision adjustments, changes in valuation allowance for certain of the Company's state net operating losses and portion of our interest expense asset, and stock-based compensation for the nine months ended September 30, 2024.

In accordance with ASC 740, “Accounting for Income Taxes,” the Company continues to evaluate the realizability of its net deferred tax assets (“DTAs”) by assessing the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns, tax planning strategies, and future profitability. As of September 30, 2024, the Company believes it is more likely than not that these DTAs will be realized, except for certain of the Company’s state net operating losses and portion of our interest expense asset.

The Company is subject to continuous examination of the Company’s income tax returns by the Internal Revenue Service ("IRS") and other domestic tax authorities. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations.
16. STOCKHOLDERS EQUITY

Stock Repurchase Program
From time to time, the Company may repurchase its equity securities in open market purchases. Under open authorizations, repurchases of the Company's equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding equity securities and other factors, and subject to restrictions under applicable law.
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.
During the nine months ended September 30, 2024, the Company repurchased 1,464,300 shares of Class A Common Stock in the amount of approximately $3.0 million at an average price of $2.03 per share. During the nine months ended September 30, 2024, the Company repurchased 647,528 shares of Class D Common Stock in the amount of approximately $0.9 million at an average price of $1.39. After giving effect to the above transaction, the 2024 Stock Repurchase program has approximately $16.1 million remaining shares under the authorization. See Note 19 - Subsequent Events of our condensed consolidated financial statements for additional purchases subsequent to September 30, 2024.
Stock Option and Restricted Stock Grant Plan
The 2019 Equity and Performance Incentive Plan is an equity performance incentive plan for stock options and restricted stock. Both Class A and Class D common stock are available for grant. The Company settles stock options, net of tax, upon exercise by issuing stock.

29
Table of Contents
On October 1, 2024, the Company held its 2024 Annual Stockholders meeting. At that meeting, the stockholders approved a second amendment and restatement (the "2024 Second Incentive Plan Amendment and Restatement") of the Urban One 2019 Equity and Performance Incentive Plan (the "2019 Plan") to (i) correct a typographical error with respect to the duration of options and (ii) increase the number of Class A and Class D shares available for issuance. The 2024 Second Incentive Plan Amendment and Restatement was approved and, as a result, 750,000 shares of Class A common stock and 7,000,000 shares of Class D common stock were added to the 2019 Plan. The total number of shares authorized for issuance under the 2019 Incentive Plan, giving effect to its original authorization of 5,500,000 Class D Shares, the first amendment and restatement in 2021 with its 2,000,000 Class A Shares and 5,519,575 Class D Shares and the 2024 Second Incentive Plan Amendment and Restatement is (i) 750,000 shares of the Company's Class A common stock and (ii) 18,019,575 shares of the Company's Class D common stock. Immediately after given effect to the 2024 Second Incentive Plan Amendment and Restatement 2,000,000 shares of the Company's Class A common stock are ungranted and in reserve and (ii) 7,000,000 shares of the Company's Class D common stock are ungranted and in reserve.

Pursuant to the terms of the Company’s stock plan and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market or repurchased by the Company for tax purposes on or about the vesting dates. Transactions and other information relating to stock options of Class D common stock for the nine months ended September 30, 2024, are summarized below:
Number of
Options
Weighted-Average
Exercise Price		Weighted-Average
Remaining
Contractual Term
(In Years)
Aggregate
Intrinsic
Value (a)
Outstanding at December 31, 20235,224,136$2.90 5.28$5,021,952 
Grants1,373,3932.43 —— 
Exercised—— —— 
Forfeited(3,636)5.26 —— 
Cancelled/expired/settled(18,367)2.33 —— 
Outstanding at September 30, 2024
6,575,526$2.81 5.59$— 
Vested and expected to vest at September 30, 20246,575,5262.81 5.59— 
Unvested at September 30, 2024900,3192.06 9.42— 
Exercisable at September 30, 20245,675,2072.92 4.98— 
(a)The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the period, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on that day. This amount changes based on the fair market value of the Company’s stock.
As of September 30, 2024, approximately $0.6 million of total unrecognized compensation cost related to Class D stock options is expected to be recognized over a weighted-average period of 9 months. The weighted-average grant date fair value of options granted during the nine months ended September 30, 2024 was $1.34.
The Company did not grant any options to purchase shares of Class A common stock during the three and nine months ended September 30, 2024.
Activity relating to grants of restricted shares of Class D common stock for the nine months ended September 30, 2024, are summarized below:
SharesAverage
Fair Value
at Grant
Date
Unvested at December 31, 2023313,117$4.77
Grants1,855,1262.66
Vested(1,289,875)3.67
Forfeited/cancelled/expired(1,901)5.26
Unvested at September 30, 2024876,467$1.92
30
Table of Contents
Restricted stock grants for Class A and Class D shares are included in the Company’s outstanding share numbers on the effective date of grant.
The Company did not grant any restricted shares of Class A stock during the three and nine months ended September 30, 2024. There were no restricted shares of Class A common stock that vested or were cancelled during the period. There were 750,000 unvested shares of restricted Class A common stock as of September 30, 2024 and December 31, 2023.
As of September 30, 2024, approximately $1.0 million of total unrecognized compensation cost related to awards of restricted Class D common stock is expected to be recognized over a weighted-average period of 11 months and approximately $0.5 million of total unrecognized compensation cost related to awards of restricted Class A common stock is expected to be recognized over a weighted-average period of 3 months.

17. SEGMENT INFORMATION
The Company has four reportable segments: (i) Radio Broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.
The Radio Broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of the Company’s syndicated shows. The digital segment includes the results of the Company’s online business, including the operations of Interactive One, as well as the digital components of the Company’s other reportable segments. The cable television segment includes the results of operations of TV One and CLEO TV. Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.”
Operating income or loss represents total revenues less operating expenses, depreciation and amortization, and impairment of goodwill, intangible assets, and long-lived assets. Intercompany revenue earned and expenses charged between segments are eliminated in consolidation.
The accounting policies described in the summary of significant accounting policies in Note 2 – Summary of Significant Accounting Policies of the Company’s condensed consolidated financial statements are applied consistently across the segments.


31
Table of Contents
Detailed segment data for the three and nine months ended September 30, 2024 and 2023, is presented in the following tables:
Three Months Ended
September 30,
20242023
(In thousands)
Net revenues:
Radio Broadcasting$39,716$40,152
Reach Media10,24711,157
Digital20,39820,356
Cable Television40,69046,787
All other - corporate/eliminations*(658)(627)
Consolidated$110,393$117,825
Operating expenses (excluding depreciation and amortization and impairment of goodwill, intangible assets, and long-lived assets):
Radio Broadcasting$33,171$31,701
Reach Media5,8787,965
Digital13,37113,063
Cable Television25,65124,563
All other - corporate/eliminations10,4589,389
Consolidated$88,529$86,681
Depreciation and amortization:
Radio Broadcasting$509$925
Reach Media3941
Digital401376
Cable Television47110
All other - corporate/eliminations242356
Consolidated$1,238$1,808
Impairment of goodwill, intangible assets, and long-lived assets:
Radio Broadcasting$37,734$85,448
Reach Media——
Digital——
Cable Television9,089—
All other - corporate/eliminations——
Consolidated$46,823$85,448
Operating (loss) income:
Radio Broadcasting$(31,698)$(77,922)
Reach Media4,3303,151
Digital6,6266,917
Cable Television5,90322,114
All other - corporate/eliminations(11,358)(10,372)
Consolidated$(26,197)$(56,112)
*Intercompany revenue included in net revenues above is as follows:
Radio Broadcasting$(658)$(627)

32
Table of Contents
Three Months Ended
September 30,
20242023
(In thousands)
Capital expenditures:
Radio Broadcasting$1,119$1,711
Reach Media2036
Digital391469
Cable Television—36
All other - corporate/eliminations103208
Consolidated$1,633$2,460
33
Table of Contents
Nine Months Ended
September 30,
20242023
(In thousands)
Net revenues:  
Radio Broadcasting$118,066$114,528
Reach Media37,64842,125
Digital50,25254,335
Cable Television128,412148,895
All other - corporate/eliminations*(1,831)(2,537)
Consolidated$332,547$357,346
Operating expenses (excluding depreciation and amortization and impairment of goodwill, intangible assets, and long-lived assets):  
Radio Broadcasting$94,315$87,573
Reach Media27,83531,326
Digital37,38137,231
Cable Television82,14082,547
All other - corporate/eliminations30,94426,410
Consolidated$272,615$265,087
Depreciation and amortization:  
Radio Broadcasting$3,470$2,730
Reach Media121120
Digital1,2151,077
Cable Television3481,327
All other - corporate/eliminations9271,037
Consolidated$6,081$6,291
Impairment of goodwill, intangible assets, and long-lived assets:  
Radio Broadcasting$118,492$124,304
Reach Media——
Digital——
Cable Television9,089—
All other - corporate/eliminations——
Consolidated$127,581$124,304
Operating (loss) income:  
Radio Broadcasting$(98,211)$(100,079)
Reach Media9,69210,679
Digital11,65616,027
Cable Television36,83565,021
All other - corporate/eliminations(33,702)(29,984)
Consolidated$(73,730)$(38,336)
*Intercompany revenue included in net revenues above is as follows:
Radio Broadcasting$(2,111)$(2,537)



34
Table of Contents
Nine Months Ended
September 30,
20242023
(In thousands)
Capital expenditures:
Radio Broadcasting$3,956$4,098
Reach Media4987
Digital1,2691,434
Cable Television6947
All other - corporate/eliminations329912
Consolidated$5,672$6,578
September 30,
2024		December 31,
2023
(In thousands)
Total assets:
Radio Broadcasting$381,120 $503,259 
Reach Media49,253 50,722 
Digital27,426 31,185 
Cable Television402,352 398,660 
All other - corporate/eliminations102,452 227,347 
Consolidated$962,603 $1,211,173 

18. COMMITMENTS AND CONTINGENCIES

Radio Broadcasting Licenses
Each of the Company’s radio stations operates pursuant to one or more licenses issued by the FCC that have a maximum term of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times beginning in October 2027 through August, 2030. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is filed and is pending, as is the case with respect to each of the Company’s stations with licenses that have expired.
Royalty Agreements
Musical works rights holders, songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations (“PRO”), particularly ASCAP and BMI, and new entities, such as Global Music Rights Inc. (“GMR”), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal and, as a result, certain of the Company’s PRO licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, the Company’s music license fees. In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, the Company’s royalty rates and negotiation costs.

35
Table of Contents
The Radio Music Licensing Committee (“RMLC”), of which the Company is a represented participant has negotiated and entered into, on behalf of participating members, an Interim License Agreement with 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. On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional three-year extended term that the Company may effectuate prior to the end of the initial term. The RMLC is engaged in rate determination proceedings with both BMI and SESAC.
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”). 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 non-controlling interest shareholders of Reach Media exercised 50% of their Put Right on January 26, 2024. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90% and decreasing the interest of the non-controlling interest shareholders from 20% to 10%. Reach Media paid the non-controlling interest shareholders approximately $7.6 million for the 10% interest. Management, at this time, cannot reasonably determine the period when and if the remainder of the Put Right will be exercised by the non-controlling interest shareholders.
Other Contingencies
The Company has been named as a defendant in several legal actions arising in the ordinary course of business. It is management’s opinion, after consultation with its legal counsel, that the outcome of these claims will not have a material adverse effect on the Company’s financial position or results of operations.

19. SUBSEQUENT EVENTS

During the second quarter of 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. Since October 1, 2024, and through the date of this filing, the Company repurchased 53,051 shares of Class D common stock in the amount of approximately $0.1 million at an average price of $1.09 per share and repurchased 208,793 shares of Class A common stock in the amount of approximately $0.3 million at an average price of $1.51 per share. Giving effect to these repurchases and prior activity under the authorization, the Company has approximately $15.7 million remaining under the 2024 Stock Authorization.

On November 1, 2024, the Radio Music Licensing Committee ("RMLC") announced that it had won a ruling in its rate determination proceedings with SESAC with respect to fees paid by RMLC-represented stations. The determination sets the rates for the period January 1, 2023, through December 31, 2026, and is retroactive in its application. RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations.
36
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
Revenue
Within our core radio business, we primarily derive revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station’s audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.
Net revenues consist of gross revenues, 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 table shows the percentage of consolidated net revenues generated by each reporting segment.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Radio broadcasting segment36.0%34.1%35.5%32.0%
Reach Media segment9.3%9.5%11.3%11.8%
Digital segment18.5%17.3%15.1%15.2%
Cable television segment36.9%39.7%38.6%41.7%
All other - corporate/eliminations(0.6)%(0.6)%(0.6)%(0.7)%
The following table shows the percentages generated from local and national advertising as a subset of net revenues from our core radio business.
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Percentage of core radio business generated from local advertising60.5%59.0%62.0%60.3%
Percentage of core radio business generated from national advertising, including network advertising36.5%37.0%32.9%35.3%
National and local advertising also includes advertising revenue generated from our digital segment. The balance of net revenues from our Radio Broadcasting segment was generated from tower rental income, ticket sales and revenue related to our sponsored events, management fees and other revenue.
37
Table of Contents
The following table shows the sources of our net revenues for the three months ended September 30, 2024 and 2023:
Three Months Ended September 30, 
2024 2023 $ Change % Change
(In thousands)
Net revenues:    
Radio advertising$44,991$46,651$(1,660)(3.6)%
Political advertising3,5471,1012,446222.2 
Digital advertising19,43420,269(835)(4.1)
Cable television advertising21,86825,218(3,350)(13.3)
Cable television affiliate fees18,80821,569(2,761)(12.8)
Event revenues & other1,7453,017(1,272)(42.2)
Net revenues$110,393$117,825$(7,432)(6.3)%
Nine Months Ended September 30, 
2024 2023 $ Change % Change
(In thousands)
Net revenues:    
Radio advertising$131,753$134,549$(2,796)(2.1)%
Political advertising6,9351,9335,002258.8 
Digital advertising48,91054,027(5,117)(9.5)
Cable television advertising69,40381,286(11,883)(14.6)
Cable television affiliate fees58,91067,589(8,679)(12.8)
Event revenues & other16,63617,962(1,326)(7.4)
Net revenues$332,547$357,346$(24,799)(6.9)%
In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. To maximize cash revenue for our spot inventory, we closely manage the use of trade and barter agreements.
Within our digital segment, Interactive One generates the majority of the Company’s digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized over time. 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. 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.
Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities.
38
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. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources, and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider (“ISP”) hosting services and other internet content delivery expenses. Major expenses for our cable television business include content acquisition and amortization, sales, and marketing.
We generally incur marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the occurrence of advertising and promotional expenditures.

39
Table of Contents
URBAN ONE, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The following table summarizes our historical condensed consolidated results of operations:
Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023
Three Months Ended September 30, 
20242023Change
(In thousands)
Statements of Operations:    
Net revenue$110,393$117,825$(7,432)(6.3)%
Operating expenses:
Programming and technical, excluding stock-based compensation33,91133,9038 — 
Selling, general and administrative, excluding stock-based compensation41,11240,1429702.4 
Corporate selling, general and administrative, excluding stock-based compensation12,35410,4181,93618.6 
Stock-based compensation1,1522,218(1,066)(48.1)
Depreciation and amortization1,2381,808(570)(31.5)
Impairment of goodwill, intangible assets, and long-lived assets46,82385,448(38,625)(45.2)
Total operating expenses136,590173,937(37,347)(21.5)
Operating loss(26,197)(56,112)29,915(53.3)
Interest income1,0882,256(1,168)(51.8)
Interest expense11,64913,983(2,334)(16.7)
Gain on retirement of debt3,472—3,472100.0 
Other income, net7475 (1)(1.3)
Loss from operations before benefit from income taxes(33,212)(67,764)34,552 (51.0)
Benefit from income taxes(1,814)(16,778)14,964 (89.2)
Net loss from consolidated operations(31,398)(50,986)19,588(38.4)
Loss from unconsolidated joint venture— (2,728)2,728 100.0 
Net loss(31,398)(53,714)22,316(41.5)
Net income attributable to non-controlling interests400697(297)(42.6)
Net loss attributable to common stockholders$(31,798)$(54,411)$22,613(41.6)%


40
Table of Contents
Net revenues
Three Months Ended September 30,Change
20242023
$110,393$117,825$(7,432)(6.3)%
During the three months ended September 30, 2024, we recognized approximately $110.4 million in net revenues compared to approximately $117.8 million during the three months ended September 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $39.7 million of revenue from our Radio Broadcasting segment during the three months ended September 30, 2024, compared to approximately $40.2 million during the three months ended September 30, 2023, a decrease of approximately $0.5 million. This decrease was primarily due to a decrease in national advertising offset by the Houston station acquisition, which was completed in August 2023. We recognized approximately $10.2 million of revenue from our Reach Media segment during the three months ended September 30, 2024, compared to approximately $11.2 million for the three months ended September 30, 2023, a decrease of approximately $1.0 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $20.4 million of revenue from our digital segment during the three months ended September 30, 2024, compared to approximately $20.4 million for the three months ended September 30, 2023, a decrease of approximately $0.0 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers. We recognized approximately $40.7 million of revenue from our cable television segment during the three months ended September 30, 2024, compared to approximately $46.8 million for the three months ended September 30, 2023, a decrease of approximately $6.1 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the consistent churn in subscribers.
Operating expenses
Programming and technical, excluding stock-based compensation
Three Months Ended September 30,Change
20242023
$33,911$33,903$8 — %
Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $33.9 million each for the three months ended September 30, 2024 and 2023, respectively. Expenses were flat for all segments.
41
Table of Contents
Selling, general and administrative, excluding stock-based compensation
Three Months Ended September 30,Change
20242023
$41,112$40,142$970 2.4 %
Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities, and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $41.1 million for the three months ended September 30, 2024, compared to approximately $40.1 million for the three months ended September 30, 2023, an increase of approximately $1.0 million. Expenses in our Radio Broadcasting segment increased approximately $1.4 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to higher payroll, research, travel and entertainment costs and insurance costs as a result of the Houston station acquisition, which was completed in August 2023. Expenses in our Reach Media segment decreased approximately $1.7 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to lower payroll expenses and lower affiliate station costs. Expenses in our digital segment increased approximately $0.2 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to an increase in traffic acquisition costs. Expenses in our cable television segment increased approximately $0.8 million for the three months ended September 30, 2024, compared to the three months ended September 30, 2023, due primarily to an increase in sales commissions and research expenses.
Corporate selling, general and administrative, excluding stock-based compensation
Three Months Ended September 30,Change
20242023
$12,354$10,418$1,936 18.6 %
Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. Corporate selling, general and administrative expenses were approximately $12.4 million for the three months ended September 30, 2024, compared to approximately $10.4 million for the three months ended September 30, 2023, an increase of approximately $1.9 million. The increase was primarily due to by higher third-party consulting, remediation costs and audit expenses, offset by a non-cash benefit related to the change in fair value of the Employment Agreement Award liability (as defined in Note 7 - Fair Value Measurements).
Stock-based compensation
Three Months Ended September 30,Change
20242023
$1,152$2,218$(1,066)(48.1)%
Stock-based compensation expense was approximately $1.2 million for the three months ended September 30, 2024, compared to approximately $2.2 million for the three months ended September 30, 2023, a decrease of approximately $1.1 million. The decrease in stock-based compensation was primarily due to the decrease in grant date fair value of awards.
42
Table of Contents
Depreciation and amortization
Three Months Ended September 30,Change
20242023
$1,238$1,808$(570)(31.5)%
Depreciation and amortization expense was approximately $1.2 million for the three months ended September 30, 2024, compared to approximately $1.8 million for the three months ended September 30, 2023, a decrease of approximately $0.6 million due to the write off of aged property and equipment, net during the three months ended September 30, 2024.
Impairment of goodwill, intangible assets, and long-lived assets
Three Months Ended September 30,Change
20242023
$46,823$85,448$(38,625)(45.2)%
Impairment of goodwill, intangible assets and long-lived assets was approximately $46.8 million during the three months ended September 30, 2024, compared to approximately $85.4 million for the three months ended September 30, 2023. See Note 13 – Goodwill and Other Intangible Assets of the Company’s condensed consolidated financial statements for further discussion.
Interest income
Three Months Ended September 30,Change
20242023
$1,088$2,256$(1,168)(51.8)%
Interest income was approximately $1.1 million for the three months ended September 30, 2024, compared to approximately $2.3 million for the three months ended September 30, 2023. The decrease was driven by lower cash and cash equivalents balances during the three months ended September 30, 2024, than in the corresponding period in 2023.
Interest expense
Three Months Ended September 30,Change
20242023
$11,649$13,983$(2,334)(16.7)%
Interest expense was approximately $11.6 million for the three months ended September 30, 2024, compared to approximately $14.0 million for the three months ended September 30, 2023, a decrease of approximately $2.3 million. The decrease was due to lower overall debt balances outstanding. See Note 14- Long-term Debt of the Company’s condensed consolidated financial statements for further discussion.
Gain on retirement of debt
Three Months Ended September 30,Change
20242023
$3,472$—$3,472 100.0 %
There was approximately a $3.5 million gain on retirement of debt for the three months ended September 30, 2024, compared to $0.0 million for the three months ended September 30, 2023. During the three months ended September 30, 2024 the Company repurchased approximately $14.5 million of its 2028 Notes (the "June 2024 Authorization") at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately $3.5 million. During the three months September 30, 2023, the Company did not repurchase any of its 2028 Notes.
43
Table of Contents
Other income, net
Three Months Ended September 30,Change
20242023
$74$75$(1)(1.3)%
Other income, net was approximately $0.1 million for each the three months ended September 30, 2024 and 2023, respectively.
Benefit from income taxes
Three Months Ended September 30,Change
20242023
$(1,814)$(16,778)$14,964 (89.2)%

For the three months ended September 30, 2024, we recorded a benefit from income taxes of approximately $1.8 million resulting in an effective tax rate of 5.5%. This rate includes discrete tax expense of approximately $2.9 million primarily related to return to provision adjustments, changes in valuation allowance for certain of our state net operating losses, and stock-based compensation. For the three months ended September 30, 2023, we recorded a benefit from income taxes of approximately $16.8 million resulting in an effective tax rate of 23.8%. This rate includes approximately $0.3 million of discrete tax benefits primarily related to deferred rate changes.

Loss from unconsolidated joint venture
Three Months Ended September 30,Change
20242023
$—$(2,728)$2,728 100.0 %
For the three months ended September 30, 2023, we recognized approximately $2.7 million loss from unconsolidated joint venture related to the Company’s investment on RVAEH.
Net income attributable to non-controlling interests
Three Months Ended September 30,Change
20242023
$334$697$(363)(52.1)%
Net income attributable to non-controlling interests was approximately $0.3 million for the three months ended September 30, 2024 compared to approximately $0.7 million for the three months ended September 30, 2023. The decrease in net income attributable to non-controlling interests was due primarily to an increase in ownership interest in Reach Media during the three months ended September 30, 2024, compared to the three months ended September 30, 2023.
44
Table of Contents

The following table summarizes our historical condensed consolidated results of operations:
Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023
Nine Months Ended September 30, 
20242023Change
(In thousands)
Statements of Operations:    
Net revenue$332,547$357,346$(24,799)(6.9)%
Operating expenses:
Programming and technical, excluding stock-based compensation99,826100,304(478)(0.5)
Selling, general and administrative, excluding stock-based compensation131,141126,6344,5073.6 
Corporate selling, general and administrative, excluding stock-based compensation38,03330,3337,70025.4 
Stock-based compensation3,6157,816(4,201)(53.7)
Depreciation and amortization6,0816,291(210)(3.3)
Impairment of goodwill, intangible assets, and long-lived assets127,581124,3043,277 2.6 
Total operating expenses406,277395,68210,5952.7 
Operating loss(73,730)(38,336)(35,394)92.3 
Interest income4,8634,4883758.4 
Interest expense37,05142,023(4,972)(11.8)
Gain on retirement of debt18,7712,35616,415696.7 
Other income, net97496,535 (95,561)(99.0)
(Loss) income from operations before (benefit from) provision for income taxes(86,173)23,020 (109,193)(474.3)
(Benefit from) provision for income taxes(17,824)5,259 (23,083)(438.9)
Net (loss) income from consolidated operations(68,349)17,761(86,110)(484.8)
Loss from unconsolidated joint venture(411)(2,728)2,317 100.0 
Net (loss) income(68,760)15,033(83,793)(557.4)
Net income attributable to non-controlling interests9762,000(1,024)(51.2)
Net (loss) income attributable to common stockholders$(69,736)$13,033$(82,769)(635.1)%
45
Table of Contents
Net revenues
Nine Months Ended September 30,Change
20242023
$332,547$357,346$(24,799)(6.9)%
During the nine months ended September 30, 2024, we recognized approximately $332.5 million in net revenues compared to approximately $357.3 million during the nine months ended September 30, 2023. These amounts are net of agency and outside sales representative commissions. We recognized approximately $118.1 million of revenue from our Radio Broadcasting segment during the nine months ended September 30, 2024, compared to approximately $114.5 million during the nine months ended September 30, 2023, an increase of approximately $3.5 million. This increase was primarily due to an increase in local political advertising and due to the Houston station acquisition, which was completed in August 2023, offset by a decrease in national advertising. We recognized approximately $37.6 million of revenue from our Reach Media segment during the nine months ended September 30, 2024, compared to approximately $42.1 million for the nine months ended September 30, 2023, a decrease of approximately $4.5 million. The decrease was primarily driven by the decrease in overall demand and attrition of advertisers. We recognized approximately $50.3 million of revenue from our digital segment during the nine months ended September 30, 2024, compared to approximately $54.3 million for the nine months ended September 30, 2023, a decrease of approximately $4.1 million. The decrease was primarily driven by a decrease in national digital sales and lower demand from the Company’s advertisers. We recognized approximately $128.4 million of revenue from our cable television segment during the nine months ended September 30, 2024, compared to approximately $148.9 million for the nine months ended September 30, 2023, a decrease of approximately $20.5 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.
Operating expenses
Programming and technical, excluding stock-based compensation
Nine Months Ended September 30,Change
20242023
$99,826$100,304$(478)(0.5)%
Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our cable television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $99.8 million for the nine months ended September 30, 2024, compared to approximately $100.3 million for the nine months ended September 30, 2023, a decrease of approximately $0.5 million. Expenses in our cable television segment for the nine months ended September 30, 2024, decreased approximately $1.9 million compared to the nine months ended September 30, 2023. The decrease was primarily driven by lower content amortization expense for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Expenses in our Reach Media segment for the nine months ended September 30, 2024, decreased approximately $1.1 million compared to the nine months ended September 30, 2023. The decrease was primarily driven by lower contract labor and payroll expense for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023. Expenses in our Radio Broadcasting segment for the nine months ended September 30, 2024, increased approximately $2.0 million, compared to the nine months ended September 30, 2023. This increase was primarily driven by an increase in payroll, rent and utilities due to the Houston station acquisition, which was completed in August 2023.

46
Table of Contents
Selling, general and administrative, excluding stock-based compensation
Nine Months Ended September 30,Change
20242023
$131,141$126,634$4,507 3.6 %
Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities, and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors’ data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $131.1 million for the nine months ended September 30, 2024, compared to approximately $126.6 million for the nine months ended September 30, 2023, an increase of approximately $4.5 million. Expenses in our Radio Broadcasting segment increased approximately $4.9 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to bad debt expense, higher payroll, research, travel and entertainment costs and insurance costs as a result of the Houston station acquisition, which was completed in August 2023. Expenses in our Reach Media segment decreased approximately $1.9 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to lower affiliate station costs. Expenses in our digital segment were flat when comparing the nine months ended September 30, 2024 and 2023. Expenses in our cable television segment increased approximately $1.1 million for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due primarily to an increase in research and payroll expenses offset by a decrease in promotional events expenses.
Corporate selling, general and administrative, excluding stock-based compensation
Nine Months Ended September 30,Change
20242023
$38,033$30,333$7,700 25.4 %
Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions. Corporate selling, general and administrative expenses were approximately $38.0 million for the nine months ended September 30, 2024, compared to approximately $30.3 million for the nine months ended September 30, 2023, an increase of approximately $7.7 million. The increase was primarily due to higher third-party consulting and audit expenses, offset by a non-cash benefit related to the change in fair value of the Employment Agreement Award liability (as defined in Note 7 - Fair Value Measurements).
Stock-based compensation
Nine Months Ended September 30,Change
20242023
$3,615$7,816$(4,201)(53.7)%
Stock-based compensation expense was approximately $3.6 million for the nine months ended September 30, 2024, compared to approximately $7.8 million for the nine months ended September 30, 2023, a decrease of approximately $4.2 million. The decrease in stock-based compensation was primarily due to the timing of vesting of stock awards for executive officers and the decrease in grant date fair value of awards.
47
Table of Contents
Depreciation and amortization
Nine Months Ended September 30,Change
20242023
$6,081$6,291$(210)(3.3)%
Depreciation and amortization expense was approximately $6.1 million for the nine months ended September 30, 2024, compared to approximately $6.3 million for the nine months ended September 30, 2023, a decrease of approximately $0.2 million due to capitalized assets becoming fully depreciated during the nine months ended September 30, 2024.
Impairment of goodwill, intangible assets, and long-lived assets
Nine Months Ended September 30,Change
20242023
$127,581$124,304$3,277 2.6 %
Impairment of goodwill, intangible assets and long-lived assets was approximately $127.6 million during the nine months ended September 30, 2024, compared to approximately $124.3 million for the nine months ended September 30, 2023. See Note 13 – Goodwill and Other Intangible Assets of the Company’s condensed consolidated financial statements for further discussion.
Interest income
Nine Months Ended September 30,Change
20242023
$4,863$4,488$375 8.4 %
Interest income was approximately $4.9 million for the nine months ended September 30, 2024, compared to approximately $4.5 million for the nine months ended September 30, 2023. The increase was driven by higher cash and cash equivalents balances during the nine months ended September 30, 2024, than in the corresponding period in 2023.
Interest expense
Nine Months Ended September 30,Change
20242023
$37,051$42,023$(4,972)(11.8)%
Interest expense was approximately $37.1 million for the nine months ended September 30, 2024, compared to approximately $42.0 million for the nine months ended September 30, 2023, a decrease of approximately $5.0 million. The decrease was due to lower overall debt balances outstanding during the nine months ended September 30, 2024. See Note 14 Long-Term Debt of our condensed consolidated financial statements for further information.
Gain on retirement of debt
Nine Months Ended September 30,Change
20242023
$18,771$2,356$16,415 696.7 %
There was approximately an $18.8 million gain on retirement of debt for the nine months ended September 30, 2024, compared to approximately $2.4 million for the nine months ended September 30, 2023. During the nine months ended September 30, 2024, the Company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par, resulting in a net gain on retirement of debt of approximately $18.8 million. During the nine months ended September 30, 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 of approximately $2.4 million.
48
Table of Contents
Other income, net
Nine Months Ended September 30,Change
20242023
$974$96,535$(95,561)(99.0)%
Other income, net, was approximately $1.0 million for the nine months ended September 30, 2024, compared to approximately $96.5 million for the nine months ended September 30, 2023. As the Company sold its MGM investment in the nine months ended September 30, 2023, the accumulated other comprehensive income was released to other income resulting in approximately a $96.8 million gain.
(Benefit from) provision for income taxes
Nine Months Ended September 30,Change
20242023
$(17,824)$5,259$(23,083)(438.9)%
For the nine months ended September 30, 2024, we recorded a benefit from income taxes of approximately $17.8 million. This amount is based on the actual effective tax rate of 20.6%. This rate includes discrete tax expense of approximately $2.9 million related to provision related to return to provision adjustments, changes in valuation allowance for certain of our state net operating losses, and stock-based compensation. For the nine months ended September 30, 2023, we recorded a provision for income taxes of approximately $5.3 million. This amount is based on the actual effective tax rate of 25.9%. The difference between the effective rate and the Company’s statutory rate relates primarily to the effect of state taxes and permanent differences associated with non-deductible officer compensation. The Company also recorded approximately $23.7 million of discrete tax expense primarily related to the gain on sale our MGM investment.
Loss from unconsolidated joint venture
Nine Months Ended September 30,Change
20242023
$(411)$(2,728)$2,317 (84.9)%
For the nine months ended September 30, 2024, we recognized approximately $0.4 million loss from unconsolidated joint venture related to the Company’s investment on RVAEH.
Net income attributable to non-controlling interests
Nine Months Ended September 30,Change
20242023
$976$2,000$(1,024)(51.2)%
Net income attributable to non-controlling interests was approximately $1.0 million for the nine months ended September 30, 2024, compared to approximately $2.0 million for the nine months ended September 30, 2023. The decrease in net income attributable to non-controlling interests was due primarily to the change in ownership interest in Reach Media during the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023.
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 accounting principles generally accepted in the United States (“GAAP”). We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business.
49
Table of Contents
Measurement of Performance
We monitor and evaluate the growth and operational performance of our business using net (loss) income and the following key metrics:
(a)Net revenues: 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 revenues. Net revenues consist of gross revenues, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenues are recognized in the period in which advertisements are broadcast. Net revenues also include advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events and other revenue. Net revenues are recognized for our online business as impressions are delivered. Net revenues are 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.
(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 income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill, intangible assets, and long-lived assets and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill, intangible assets, and long-lived assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead, and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.
Broadcast and digital operating income decreased to approximately $35.4 million for the three months ended September 30, 2024, compared to approximately $43.8 million for the three months ended September 30, 2023, a decrease of approximately $8.4 million or 19.2%. The decrease was primarily due to lower broadcast and digital operating income at all segments but our Reach Media segment. Our digital segment generated approximately $7.1 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $7.3 million during the three months ended September 30, 2023. Reach Media generated approximately $5.1 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $4.0 million during the three months ended September 30, 2023. Cable television generated approximately $16.7 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $23.6 million during the three months ended September 30, 2023. The decrease in the cable television segment’s broadcast and digital operating income was primarily from lower net revenues and higher selling, general and administrative costs offset by lower programming and technical expenses. Finally, our Radio Broadcasting segment generated approximately $6.7 million of broadcast and digital operating income during the three months ended September 30, 2024, compared to approximately $8.6 million during the three months ended September 30, 2023, primarily due to an increase in national advertising expenses offset by higher revenue due to the Houston station acquisition, which was completed in August 2023.

50
Table of Contents
Broadcast and digital operating income decreased to approximately $101.6 million for the nine months ended September 30, 2024, compared to approximately $130.4 million for the nine months ended September 30, 2023, a decrease of approximately $28.8 million or 22.1%. The decrease was primarily due to lower broadcast and digital operating income at all segments. Our digital segment generated approximately $13.0 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $17.2 million during the nine months ended September 30, 2023. Reach Media generated approximately $12.0 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $13.4 million during the nine months ended September 30, 2023. Cable television generated approximately $52.2 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $71.9 million during the nine months ended September 30, 2023. The decrease in the cable television segment’s broadcast and digital operating income was primarily from lower net revenues and higher selling, general and administrative costs offset by lower programming and technical expenses. Finally, our Radio Broadcasting segment generated approximately $24.1 million of broadcast and digital operating income during the nine months ended September 30, 2024, compared to approximately $27.4 million during the nine months ended September 30, 2023, primarily due to higher selling, general and administrative costs.
(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill, intangible assets, and long-lived assets, stock-based compensation, (gain) loss on retirement of debt, corporate costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill, intangible assets, and long-lived assets or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, digital and cable television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations.” Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
Summary of Performance
The tables below provide a summary of our performance based on the metrics described above:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In thousands)(In thousands)
Net revenues$110,393 $117,825 $332,547 $357,346 
Broadcast and digital operating income35,370 43,780 101,580 130,408 
Adjusted EBITDA25,414 34,650 76,593 103,874 
Net loss to common stockholders(31,798)(54,411)(69,736)13,033 
51
Table of Contents
The reconciliation of net (loss) income attributable to common stockholders to broadcast and digital operating income is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In thousands)(In thousands)
Net loss to common stockholders$(31,798)$(54,411)$(69,736)$13,033 
Add back/(deduct) certain non-broadcast and digital operating income items included in net (loss) income:
Interest income(1,088)(2,256)(4,863)(4,488)
Interest expense11,649 13,983 37,051 42,023 
(Benefit from) provision for income taxes(1,814)(16,778)(17,824)5,259 
Corporate selling, general and administrative, excluding stock-based compensation12,354 10,418 38,033 30,333 
Stock-based compensation1,152 2,218 3,615 7,816 
Gain on retirement of debt(3,472)— (18,771)(2,356)
Other income, net(74)(75)(974)(96,535)
Loss from unconsolidated joint venture— 2,728 411 2,728 
Depreciation and amortization1,238 1,808 6,081 6,291 
Net income attributable to non-controlling interests400 697 976 2,000 
Impairment of goodwill, intangible assets, and long-lived assets46,823 85,448 127,581 124,304 
Broadcast and digital operating income$35,370 $43,780 $101,580 $130,408 

52
Table of Contents
The reconciliation of net (loss) income attributable to common stockholders to adjusted EBITDA is as follows:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
(In thousands)(In thousands)
Net loss to common stockholders$(31,798)$(54,411)$(69,736)$13,033 
Add back/(deduct) certain non-broadcast and digital operating income items included in net (loss) income:
Interest income(1,088)(2,256)(4,863)(4,488)
Interest expense11,649 13,983 37,051 42,023 
(Benefit from) provision for income taxes(1,814)(16,778)(17,824)5,259 
Depreciation and amortization1,238 1,808 6,081 6,291 
EBITDA$(21,813)$(57,654)$(49,291)$62,118 
Stock-based compensation1,152 2,218 3,615 7,816 
Gain on retirement of debt(3,472)— (18,771)(2,356)
Other income, net(74)(75)(974)(96,535)
Loss from unconsolidated joint venture— 2,728 411 2,728 
Net income attributable to non-controlling interests400 697 976 2,000 
Corporate costs(a)
1,339 1,594 10,863 4,317 
Employment Agreement Award and other compensation— (845)— (2,663)
Severance-related costs251 31 831 318 
Impairment of goodwill, intangible assets, and long-lived assets46,823 85,448 127,581 124,304 
Investment expense from MGM National Harbor(b)
— — — (115)
Other nonrecurring expenses46 — (631)— 
Loss from ceased non-core business initiatives762 508 1,983 1,942 
Adjusted EBITDA$25,414 $34,650 $76,593 $103,874 
(a)Corporate costs include professional fees related to the material weakness remediation efforts.
(b)Investment expense from MGM National Harbor is included in Other income, net.
LIQUIDITY AND CAPITAL RESOURCES
From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.
Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $115.5 million as of September 30, 2024. As of September 30, 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. Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, along with banking volatility, may have an adverse effect on our revenues.
53
Table of Contents
On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the “Employee Stock Repurchase Authorization”) worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the nine months ended September 30, 2024 and 2023, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the nine months ended September 30, 2024, the Company repurchased 25,285 shares of Class D stock under Employee Stock Repurchase Authorization at an average price of $3.76 for a total amount of approximately $0.1 million. The Company did not repurchase any shares of Class D stock during the nine months ended September 30, 2023, under this authorization. The Company has approximately $0.3 million remaining under the Employee Stock Repurchase Authorization.
In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the 2019 Equity and Performance Incentive Plan. This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”).
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.
During the nine months ended September 30, 2024, the Company repurchased 1,464,300 shares of Class A Common Stock in the amount of approximately $3.0 million at an average price of $2.03 per share.
During the nine months ended September 30, 2024, the Company repurchased 647,528 shares of Class D Common Stock in the amount of approximately $0.9 million at an average price of $1.39 per share. During the nine months ended September 30, 2023, the Company repurchased 824 shares of Class D Common Stock in the amount of approximately $3,000 at an average price of $3.99 per share. After giving effect to the above transaction, the 2024 Stock Repurchase program has approximately $16.1 million remaining shares under the authorization. See Note 19 - Subsequent Events of our condensed consolidated financial statements for additional purchases subsequent to September 30, 2024.
During the nine months ended September 30, 2024 and 2023, the Company executed Stock Vest Tax Repurchases of 423,511 shares of Class D Common Stock in the amount of approximately $1.4 million at a price of $3.21 per share and 312,448 shares of Class D Common Stock in the amount of approximately $1.6 million at an average price of $5.21 per share.
On March 8, 2023, Radio One Entertainment Holdings, LLC (“ROEH”) issued a Put Notice with respect to its Put Interest in MGM National Harbor (the “MGM Investment”). Upon issuance of the Put Notice, no later than thirty (30) days following receipt, MGM Investment was required to repurchase the Put Interest for cash. On April 21, 2023, ROEH closed on the sale of the Put Interest and received approximately $136.8 million at the time of settlement of the Put Interest, representing the put price. During the six months ended June 30, 2023, the Company received $8.8 million representing the Company’s annual distribution from MGM Investment with respect to fiscal year 2022.
On January 25, 2021, the Company closed on an offering (the “2028 Notes Offering”) of $825.0 million in aggregate principal amount of senior secured notes due 2028 (the “2028 Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company’s direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028, and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum.
The 2028 Notes and the guarantees are secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company’s and the Guarantors’ current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis (the “ABL Priority Collateral”), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.
54
Table of Contents
During the three months ended September 30, 2024 the Company repurchased approximately $14.5 million of its 2028 Notes at an average price of approximately 75.0% of par, resulting in a net gain on retirement of debt of approximately $3.6 million. There is approximately $25.0 million remaining under the June 2024 Authorization as defined in Note 14 – Long-Term Debt of our condensed consolidated financial statements. During the three months September 30, 2023, the Company did not repurchase any of its 2028 Notes.
During the nine months ended September 30, 2024, the Company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par, resulting in a net gain on retirement of debt of approximately $18.8 million. During the nine months ended September 30, 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 of approximately $2.4 million. As of September 30, 2024, the total outstanding aggregate principal amount of the senior secured notes due 2028 is approximately $600.0 million. See Note 14 – Long-Term Debt of our condensed consolidated financial statements for further information.
On February 19, 2021, the Company closed on its asset backed credit facility (the “Current ABL Facility”). The Current ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The Current ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity. As of September 30, 2024 and December 31, 2023, there was no balance outstanding on the Current ABL Facility.
At the Company’s election, the interest rate on borrowings under the Current ABL Facility is 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.
On April 30, 2023, the Company entered into a waiver and amendment (the “Waiver and Amendment”) to the Current ABL Facility. The Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver certain Annual Financial Deliverables for the Fiscal Year ended December 31, 2022. Additionally, under the Waiver and Amendment, the Current ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the Current ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the Current ABL Facility) shall be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended Current ABL Facility) (the “SOFR Interest Rate Change”).
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 Most recently, on May 30, 2024, the Company entered into a seventh waiver and amendment (the “Seventh Waiver and Amendment” to the Current ABL Facility. The Seventh Waiver and Amendment waived certain events of default under the Current ABL Facility related to the Company’s failure to timely deliver both the Annual Financial Deliverables for the year ended December 31, 2023 (the “2023 Form 10-K”) and Quarterly Financial Deliverables for the three and six months ended June 30, 2024 as required under the Current ABL Facility (the “2024 Q1 Form 10-Q” and, together with the “2023 Form 10-K”, the “Delayed Reports”). The Seventh Waiver and Amendment sets a due date of June 17, 2024 for the Delayed Reports. The Delayed Reports were filed on June 7, 2024, bringing the Company back into compliance with the requirements under the Current ABL Facility.

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.
All obligations under the Current ABL Facility are secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the Current ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.
55
Table of Contents
As the Company was undrawn under the Current ABL Facility as of the date of the Waiver and Amendment, the SOFR Interest Rate Change would only bear upon future borrowings by the Company such that they bear an interest rate relating to the secured overnight financing rate. These provisions of the Waiver and Amendment are intended to transition loans under the Current ABL Facility to the new secured overnight financing rate as the benchmark rate.
The Current ABL Facility matures on the earlier to occur of: (a) the date that is five years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes. The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
The following table provides a summary of our statements of cash flows for the nine months ended September 30, 2024, and 2023, respectively:
Nine Months Ended September 30, 2024
2024 2023
(In thousands)
Net cash flows provided by operating activities$1,860 $43,302 
Net cash flows (used in) provided by investing activities(1,702)79,333 
Net cash flows used in financing activities(118,239)(28,312)
Net cash flows provided by operating activities were approximately $1.9 million and $43.3 million for the nine months ended September 30, 2024, and 2023, respectively. Net cash flow from operating activities for the nine months ended September 30, 2024 decreased from the prior year primarily due to decreased profitability and higher payments for content and other liabilities.
Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements.
Net cash flows (used in) provided by investing activities were approximately $(1.7) million and $79.3 million for the nine months ended September 30, 2024, and 2023, respectively. The sale of the MGM investment and the effect of the RVAEH deconsolidation was the main driver for the increase in investing cash flows for the nine months ended September 30, 2023.
Net cash flows used in financing activities were approximately $(118.2) million and $(28.3) million for the nine months ended September 30, 2024, and 2023, respectively. During the nine months ended September 30, 2024, and 2023, we paid approximately $104.8 million and $22.3 million, respectively, to repurchase approximately $125.0 million and $25.0 million of our 2028 Notes. We repurchased approximately $5.3 million and $1.6 million of our Class A and D Common Stock during the nine months ended September 30, 2024, and 2023, respectively. In addition, the non-controlling interest shareholders of Reach Media exercised 50% of their Put Right on January 26, 2024, which resulted in a cash outflow of approximately $7.6 million. Finally, Reach Media paid approximately $1.8 million and $4.4 million in dividends to non-controlling interest shareholders during the nine months ended September 30, 2024, and 2023, respectively.
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. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively impact our business operations.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are described in Note 3 – Summary of Significant Accounting Policies of the condensed consolidated financial statements in our 2023 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K.
56
Table of Contents
CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2023, under the heading Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K.
Radio Broadcasting Licenses

As of September 30, 2024, the Company noted an increase in the discount rate, continued decline of projected gross market revenues and a decline in operating profit margin created a triggering event indicating that the fair value of the Company’s radio broadcasting licenses were more likely than not to be less than its carrying value. Therefore, the Company performed a quantitative impairment assessment for the broadcasting licenses for all radio markets to determine whether they were impaired. To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the broadcasting license). The Company performed a discounted cash flow analysis for all 13 radio markets. The key assumptions used in the discounted cash flow analysis for broadcasting licenses include market revenue and projected revenue growth by market, mature market share, operating profit margin, terminal growth rate, and discount rate.

Based on this analysis, the Company recognized an impairment loss of approximately $37.7 million associated with 9 radio markets within the Radio Broadcasting segment, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations during the three months ended September 30, 2024.

Excluding the radio broadcasting licenses in the 9 radio markets where an impairment loss was recognized during the three months ended September 30, 2024, the fair value of radio broadcasting licenses in 2 radio markets, approximately $17.3 million, exceeded their carrying values (approximately $16.4 million) by less than 10% as of September 30, 2024.

Below are the key assumptions used in the income approach model for estimating the fair value of the broadcasting licenses for the 13 radio markets in the most recent interim impairment assessment performed as of September 30, 2024.

Unit of
Accounting(a)
Carrying Value
(in millions)		Excess % FV
over CV		Discount RateRevenue
Growth Rate		Terminal
Growth Rate		Mature
Market Share		Operating Profit Margin
161.0Impaired10.5%(2.3)% - 0.1%(0.5)%2.5% - 15.0%5.0% - 30.0%
23.1424.9%10.5%(2.9)% - (0.4)%(0.5)%2.2% - 13.0%5.0% - 30.0%
413.6Impaired10.5%(2.1)% - 0.3%(0.5)%3.8% - 23.0%2.5% - 15.0%
57.529.3%10.5%(3.0)% - (0.5)%(0.5)%1.3% - 8.0%4.6% - 27.5%
611.2Impaired10.5%(4.0)% - (0.5)%(0.5)%2.5% - 15.0%3.3% - 20.0%
76.46.3%10.5%(2.9)% - (0.5)%(0.5)%1.8% - 11.0%3.0% - 18.0%
817.6Impaired10.5%(2.4)% - 0.0%(0.5)%1.1% - 6.5%3.0% - 18.0%
1095.8Impaired10.5%(2.5)% - (0.1)%(0.5)%4.2% - 25.0%4.5% - 27.0%
1116.0Impaired10.5%(2.6)% - (0.4)%(0.5)%5.1% - 30.5%3.3% - 20.0%
1210.04.5%10.5%(2.9)% - (0.4)%(0.5)%1.2% - 7.0%3.0% - 18.0%
1316.3Impaired10.5%(2.5)% - (0.2)%(0.5)%2.3% - 14.0%5.0% - 30.0%
145.0Impaired10.5%(2.7)% - (0.5)%(0.5)%3.5% - 21.0%1.3% - 8.0%
1631.0Impaired10.5%(2.6)% - (0.2)%(0.5)%2.2% - 13.0%3.3% - 20.0%
(a)The units of accounting are not disclosed on a specific market basis in order to not make publicly available sensitive information that could be competitively harmful to the Company. Units of accounting, not presented in this table, were previously disposed by the Company.

To the extent that there is a potential recession that further disrupts the economic environment impacting the financial performance, market share, or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the broadcasting licenses. Additionally, given limited differences between assessed fair values of each radio broadcasting license and their current carrying value in the quarter ended September 30, 2024,
57
Table of Contents
continued declining market share, revenues, growth rates, or changes in the discount rate in applicable radio markets may lead to subsequent impairment.

See Note 13 – Goodwill and Other Intangible Assets of our condensed consolidated financial statements for further discussion.

Goodwill

As of September 30, 2024, an overall decline in revenue and operating profit margin created a triggering event indicating that the fair value of the Company’s reporting units were more likely than not to be less than its carrying value. Therefore, the Company performed a quantitative assessment at all ten of the reporting units that contain goodwill. Based on the impairment assessment performed, no goodwill impairment losses were recognized for the period ended September 30, 2024. We believe the assumptions and analysis are reasonable, which considers the inherent uncertainty in how the current economic environment may impact our future cash flows. However, if there were an adverse change to the facts and circumstances, then an impairment charge may be necessary in the future.

The fair value of one reporting unit, approximately $27.0 million, exceeded the reporting unit’s carrying value ($25.3 million) by less than 10% as of September 30, 2024. This reporting unit has approximately $4.5 million of goodwill currently assigned to it as of September 30, 2024. This reporting unit is considered at risk of failing the quantitative impairment assessment in future quarters if financial performance decreases.

To the extent that there is a potential recession that further disrupts the economic environment impacting the financial performance or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the Company’s reporting units.

The following table presents sensitivity analysis for broadcasting licenses and goodwill of all reporting units showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase in the discount rate, which the Company has determined to be a significant assumption impacting the impairment:

Hypothetical Increase in the
Recorded Impairment Charge
For the Three Months Ended
September 30, 2024
Broadcasting
Licenses		Goodwill
(in millions)
Impairment Charge Recorded:
Radio Market Reporting Units$37.7 $— 
Hypothetical Change for Radio Market Reporting Units:
A 100 basis point increase in the applicable discount rate27.0 — 

TV One Trade Name

As of September 30, 2024,the Company noted a continued decline in revenues and operating profit margin in the Cable Television segment, indicating that it was more likely than not that its TV One trade name was impaired. Therefore, the Company performed a quantitative impairment assessment for the trade name for all TV One to determine whether it was impaired. Based on this analysis, the Company recognized an impairment loss of approximately $9.1 million associated with TV One trade name, included in impairment of goodwill, intangible assets, and long-lived assets, on the condensed consolidated statement of operations during the nine months ended September 30, 2024.

Below are the key assumptions used in the relief from royalty approach model for estimating the fair value of the trade name for the TV One in the most recent interim impairment assessment performed as of September 30, 2024.

58
Table of Contents
TV One Trade NameSeptember 30,
2024
Discount Rate11.0%
Revenue Growth Rate Range(10.3)% - (0.1)%
Terminal Growth Rate(1.5)%
Royalty Payments Avoided2.5%
Cumulative Probability of Continued Use100%
Fair Value Measurements

The Company estimated the fair value of the Employment Agreement Award as of September 30, 2024 and December 31, 2023, at approximately $13.5 million and $23.0 million, respectively, and, accordingly, adjusted the liability to that amount. 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, average recurring EBITDA multiples and weighting of the income and market approach. As the Company will measure changes in the fair value of this award at each reporting period as warranted by certain circumstances, different estimates or assumptions may result in a change to the fair value of the award amount previously recorded.
RECENT ACCOUNTING PRONOUNCEMENTS
See Note 11 – New Accounting Standards of our condensed consolidated financial statements for a summary of recent accounting pronouncements.
CAPITAL AND COMMERCIAL COMMITMENTS
Radio Broadcasting Licenses
Each of the Company’s radio stations operates pursuant to one or more licenses issued by the Federal Communications Commission that have a maximum term of eight years prior to renewal. The Company’s radio broadcasting licenses expire at various times beginning in October 2027, through August 2030. Although the Company may apply to renew its radio broadcasting licenses, third parties may challenge the Company’s renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application was filed and is pending.
Indebtedness
As of September 30, 2024, we had approximately $600.0 million of our 2028 Notes outstanding within our corporate structure. See Note 14 - Long-Term Debt of our condensed consolidated financial statements. The Company had no other indebtedness.
Royalty Agreements
Musical works rights holders, songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers Authors and Publishers (“ASCAP”), Broadcast Music, Inc. (“BMI”) and SESAC, Inc. (“SESAC”). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights Inc. ("GMR"), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal and, as a result, certain of our performing rights organizations (“PRO”) licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations 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.

The Radio Music Licensing Committee (“RMLC”), of which we are a represented participant, has negotiated and entered into, on behalf of participating members, an Interim License Agreement with 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
59
Table of Contents
concluding on December 31, 2026. On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a four-year license to which the Company is a party for the period April 1, 2022, to March 31, 2026. The license includes an optional three-year extended term that the Company may effectuate prior to the end of the initial term. As of September 30, 2024, the RMLC was engaged in rate determination proceedings with both BMI and SESAC. Note 19 - Subsequent Events of our condensed consolidated financial statements for further information subsequent to September 30, 2024.

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.
Operating Contracts and Agreements
We have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next five years.
Reach Media Non-controlling Interest
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”). 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 the Company, at the discretion of the Company.
On January 26, 2024, the non-controlling interest shareholders of Reach Media exercised their right to require Reach Media to repurchase 50% of their shares (the “Put Interest”) at the fair market value for such shares. On March 8, 2024, Reach Media closed on the Put Interest increasing the Company’s interest in Reach Media to 90% and decreasing the interest of the non-controlling interest shareholders from 20% to 10%.

60
Table of Contents
Contractual Obligations Schedule
The following table represents our scheduled contractual obligations as of September 30, 2024:
Payments Due by Period
Contractual ObligationsRemainder of
2024		 2025 2026 2027 2028 2029 and
Beyond		 Total
(In thousands)
2028 Notes(a)
$11,062$44,248$44,248$44,248$603,663$—$747,469
Other operating contracts/agreements(b)
36,75264,66819,4937,4303,984259132,586
Operating lease obligations7,8959,7607,2895,7824,71821,02956,473
Total$55,709$118,676$71,030$57,460$612,365$21,288$936,528
(a)Includes interest obligations based on interest rates on senior secured notes outstanding as of September 30, 2024.
(b)Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, launch liability payments, asset-backed credit facility (if applicable) and other general operating agreements. Also includes contracts that our cable television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. 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 $86.3 million has not been recorded on the balance sheet as of September 30, 2024, as it does not meet recognition criteria. Approximately $29.3 million relates to certain commitments for content agreements for our cable television segment, approximately $24.2 million relates to employment agreements, and the remainder relates to other agreements.
Effective August 12, 2024, Reach Media and the Foundation entered into a new agreement regarding the Fantastic Voyage (the “FV Revised Agreement”). Cruises beginning with Fantastic Voyage 2025 will operate under the FV Revised Agreement. The Fantastic Voyage 2024 cruise continue to be accounted for under the existing agreement.
Off-Balance Sheet Arrangements
As of March 31, 2024, the Company closed its letter of credit reimbursement and security agreement with capacity of up to $1.2 million and received a $1.2 million deposit held with the counterparty in connection with the agreement. In addition, the Current ABL Facility provides for letter of credit capacity of up to $5.0 million subject to certain limitations on availability.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
(a)Evaluation of disclosure controls and procedures
We have carried out an evaluation, under the supervision and with the participation of our CEO (“Chief Executive Officer”) and the Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

61
Table of Contents
In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching our desired disclosure controls objectives. Based on this evaluation and as a result of material weaknesses in our internal control over financial reporting as described in the Form 10-K for the fiscal year ended December 31, 2023, our CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2024.
(b)Changes in internal control over financial reporting
During the third quarter of 2024, we continued strengthening our control environment to address the identified material weaknesses. We have made the following progress on executing our remediation plan:

•hired additional accounting personnel with expertise in U.S. GAAP and SEC reporting requirements and continue to augment our accounting team with external experts in financial controls and operations as needed;
•redesigned our management review controls to enhance the documentation of critical review elements and developed thresholds to ensure reviews are conducted at an appropriate level of precision;
•designed additional controls to validate the completeness and accuracy of certain data used within the operation of controls;
•redesigned new procedures around the purchase, approval and tracking of new IT equipment;
•added additional IT leadership personnel and redesigned certain information technology processes to enhance controls around user access, change management and IT operations for financial systems.
We will not be able to conclude that we have remediated a material weakness until the remediation plans are fully implemented; the applicable controls operate for a sufficient period of time; and management has concluded, through formal testing, that these controls are operating effectively. We will continue to monitor the design and effectiveness of these and other processes, procedures and controls and make any further changes management deems appropriate. Except as described above, there were no changes in our internal control over financial reporting during the nine months ended September 30, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
62
Table of Contents
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal Proceedings
Urban One is involved from time to time in various routine legal and administrative proceedings and threatened legal and administrative proceedings incidental to the ordinary course of our business. Urban One believes the resolution of such matters will not have a material adverse effect on its business, financial condition, or results of operations.
Item 1A. Risk Factors
Our risk factors are described in our Form 10-K for the year ended December 31, 2023, under the heading Part I, "Item 1A. Risk Factors".

If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation.

Our common stock is currently traded on the Nasdaq Capital Market. The Nasdaq Stock Market LLC (“Nasdaq”) has requirements that a company must meet in order to remain listed. Pursuant to the Nasdaq Listing Rules, listed companies must generally maintain a minimum bid price of $1.00 (the “Minimum Bid Price”); failure to do so for a period of 30 consecutive business days results in a deficiency. Listing Rule 5810 requires that companies deemed deficient shall be promptly notified of the deficiency and be granted a period of 180 calendar days from that notice to achieve compliance with that rule. Companies are deemed to have achieved compliance if they were able to raise their bid price to $1.00 or above for a minimum of 10 consecutive business days. The Nasdaq Listing Rules separately provide that companies may deemed deficient for failure to maintain an appropriate number of publicly held shares, or the number of shareholders (the “Number of Holders Rule”). Companies may be granted up to a separate 180 calendar day period to regain compliance with the Number of Holders Rule. Historically, some companies chose to take corporate action (e.g., a reverse stock split) to achieve compliance with the minimum bid price requirement, at the cost of compliance with the Number of Holders Rule, so as to be granted a second compliance or grace period before being delisted from the exchange. However, pursuant to recent amendment to the Nasdaq Listing Rules, a company in such position will not be granted a second grace or compliance period and will not be deemed in compliance with the requirements of either deficiency until they have cured both deficiencies. Nasdaq will no longer allow listed companies to cure the minimum price deficiency at the detriment of the Number of Holders Rule. There is no guarantee that we will be in compliance with the Minim Bid Price or Number of Holders Rule in future periods. Our failure to meet either the Minimum Bid Price or the Number of Holders Rule could cause us to be delisted from the NASDAQ and our stock to be moved to the over-the-counter markets. Such results could have an adverse impact on both the price and liquidity of our stock.

63
Table of Contents
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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 three months ended September 30, 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
July 1- July 31, 2024640,166 $1.97 640,166 $17,340 
August 1- August 31, 2024259,220 2.11 259,220 16,688 
September 1, September 30, 2024115,637 2.02 115,637 16,136 
Total1,015,023 $2.01 1,015,023 $16,136 
Class D
July 1- July 31, 2024226,469 $1.48 226,469 $17,340 
August 1- August 31, 202477,087 1.36 77,087 16,688 
September 1, September 30, 2024256,313 1.24 256,313 16,136 
Total559,869 $1.36 559,869 $16,136 
(a)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. See Note 16 – Stockholders Equity of the Company’s condensed consolidated financial statements for further discussion.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.

64
Table of Contents
Item 5. Other Information
During the nine months ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defenses of Rule 10b5-1 under the Securities Exchange Act of 1934 or a “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Exhibit
Number
Description
31.1*
31.2*
32.1*
32.2*
99.1
101
Financial information from the Quarterly Report on Form 10-Q for the nine months ended September 30, 2024, formatted in Inline XBRL.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Filed or furnished herewith
65
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
URBAN ONE, INC.
/s/ PETER D. THOMPSON
Peter D. Thompson
Executive Vice President and
Chief Financial Officer
(Principal Accounting Officer)
November 12, 2024
66