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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
Commission File No. 0-25969
URBAN ONE, INC.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware | 52-1166660 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
1010 Wayne Avenue,
14th Floor
Silver Spring, Maryland 20910
(Address of principal executive offices)
(301) 429-3200
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class: | | Trading Symbol(s) | | Name of each exchange on which registered: |
Class A Common Stock | | UONE | | NASDAQ Stock Market |
Class D Common Stock | | UONEK | | NASDAQ Stock Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | |
Large accelerated filer | o | Accelerated filer | x |
Non-accelerated filer | o | Smaller reporting company | x |
| | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| | | | | | | | | | | | | | |
Class | | Outstanding at August 2, 2024 |
Class A Common Stock, $.001 Par Value | | | 8,746,122 | |
Class B Common Stock, $.001 Par Value | | | 2,861,843 | |
Class C Common Stock, $.001 Par Value | | | 2,045,016 | |
Class D Common Stock, $.001 Par Value | | | 34,772,677 | |
TABLE OF CONTENTS
CERTAIN DEFINITIONS
Unless otherwise noted, throughout this report, the terms “Urban One,” the “Company,” “we,” “our” and “us” refer to Urban One, Inc. together with its subsidiaries.
Cautionary Note Regarding Forward-Looking Statements
Our disclosure and analysis in this quarterly report on Form 10-Q concerning our operations, cash flows and financial position, contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements do not relay historical facts, but rather reflect our current expectations concerning future operations, results and events. All statements other than statements of historical fact are “forward-looking statements” including any projections of earnings, revenues or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new activities, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements often contain words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “likely,” “may,” “estimates” and variations of such words or similar expressions. You can also identify a forward-looking statement in that such statements discuss matters in a way that anticipates operations, results or events that have not already occurred but rather will or may occur in future periods. We cannot guarantee that we will achieve any forward-looking plans, intentions, results, operations or expectations. Because these statements apply to future events, they are subject to risks and uncertainties, some of which are beyond our control and could cause actual results to differ materially from those forecasted or anticipated in the forward-looking statements. These risks, uncertainties and factors include (in no particular order), but are not limited to:
•recession, economic volatility, financial market unpredictability and fluctuations in the United States and other world economies that may affect our business and financial condition, and the business and financial conditions of our advertisers;
•our degree of leverage, certain cash commitments related thereto, and potential inability to finance strategic transactions given fluctuations in market conditions;
•fluctuations in the local economies of the markets in which we operate (particularly our largest markets, Atlanta; Baltimore; Charlotte; Dallas; Houston; Indianapolis; and Washington, DC) or fluctuations within individual business sectors experiencing a downturn even in the absence of a broader recession could negatively impact our ability to meet our cash needs;
•increased costs due to inflation or any changes in music royalty fees;
•risks associated with the implementation and execution of our business diversification strategy, including our strategic actions with respect to expansion into gaming;
•risks associated with our investments or potential investment in gaming businesses;
•regulation by the Federal Communications Commission ("FCC") relative to maintaining our broadcasting licenses, enacting media ownership rules and enforcing of indecency rules;
•changes in our key personnel and on-air talent;
•increases in competition for and in the costs of our programming and content, including on-air talent and content production or acquisitions availability/costs;
•financial losses that may be incurred due to impairment charges against our broadcasting licenses, goodwill, and other intangible assets;
•increased competition for advertising revenues with other radio stations, broadcast and cable television, newspapers and magazines, outdoor advertising, direct mail, internet radio, satellite radio, smart phones, tablets, and other wireless media, the internet, social media, and other forms of advertising;
•the impact of our acquisitions, dispositions and similar transactions, as well as consolidation in industries in which we and our advertisers operate;
•developments and/or changes in laws and regulations, such as the California Consumer Privacy Act or other similar federal or state regulation through legislative action and revised rules and standards;
•disruptions to our technology network including computer systems and software, whether by human-caused or other disruptions of our operating systems, structures or equipment, including as we further develop alternative work arrangements, as well as natural events such as pandemic, severe weather, fires, floods and earthquakes;
•material weaknesses identified in our internal control over financial reporting which, if not remediated, could result in material misstatements in our consolidated financial statements;
•failure to meet the continued listing standards of NASDAQ Stock Market (“NASDAQ”), which could cause our common stock to be delisted, and which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation; and
•other factors mentioned in our filings with the Securities and Exchange Commission (“SEC”) including the factors discussed in detail in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (“Form 10-K”) filed on June 7, 2024.
You should not place undue reliance on these forward-looking statements, which reflect our views based only on information currently available to us as of the date of this report. We undertake no obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
URBAN ONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
NET REVENUES | $ | 117,744 | | | $ | 129,652 | | | $ | 222,154 | | | $ | 239,521 | |
OPERATING EXPENSES: | | | | | | | |
Programming and technical, including stock-based compensation of $7, $7, $14 and $70, respectively | 33,263 | | | 32,554 | | | 65,929 | | | 66,471 | |
Selling, general and administrative, including stock-based compensation of $156, $154, $319 and $313, respectively | 50,448 | | | 49,931 | | | 90,348 | | | 86,805 | |
Corporate selling, general and administrative, including stock-based compensation of $916, $2,160, $2,130 and $5,215, respectively | 10,703 | | | 13,545 | | | 27,809 | | | 25,130 | |
Depreciation and amortization | 2,993 | | | 1,886 | | | 4,843 | | | 4,483 | |
Impairment of goodwill, intangible assets, and long-lived assets | 80,758 | | | 22,081 | | | 80,758 | | | 38,856 | |
Total operating expenses | 178,165 | | | 119,997 | | | 269,687 | | | 221,745 | |
Operating (loss) income | (60,421) | | | 9,655 | | | (47,533) | | | 17,776 | |
INTEREST INCOME | 1,777 | | | 1,898 | | | 3,775 | | | 2,232 | |
INTEREST EXPENSE | 12,404 | | | 13,972 | | | 25,402 | | | 28,040 | |
GAIN ON RETIREMENT OF DEBT | 7,425 | | | — | | | 15,299 | | | 2,356 | |
OTHER INCOME, NET | 14 | | | 96,773 | | | 900 | | | 96,460 | |
(Loss) income from consolidated operations before (benefit from) provision for income taxes | (63,609) | | | 94,354 | | | (52,961) | | | 90,784 | |
(BENEFIT FROM) PROVISION FOR INCOME TAXES | (18,512) | | | 23,197 | | | (16,010) | | | 22,037 | |
NET (LOSS) INCOME FROM CONSOLIDATED OPERATIONS | (45,097) | | | 71,157 | | | (36,951) | | | 68,747 | |
LOSS FROM UNCONSOLIDATED JOINT VENTURE | — | | | — | | | (411) | | | — | |
NET (LOSS) INCOME | (45,097) | | | 71,157 | | | (37,362) | | | 68,747 | |
NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 334 | | | 791 | | | 576 | | | 1,303 | |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (45,431) | | | $ | 70,366 | | | $ | (37,938) | | | $ | 67,444 | |
| | | | | | | |
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS (per share) | | | | | | | |
Basic | $ | (0.94) | | | $ | 1.48 | | | $ | (0.78) | | | $ | 1.42 | |
Diluted | $ | (0.94) | | | $ | 1.39 | | | $ | (0.78) | | | $ | 1.34 | |
| | | | | | | |
WEIGHTED AVERAGE SHARES OUTSTANDING: | | | | | | | |
Basic | 48,483,639 | | 47,629,163 | | 48,434,513 | | 47,514,722 |
Diluted | 48,483,639 | | 50,616,435 | | 48,434,513 | | 50,373,714 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
URBAN ONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| | | | | | | |
NET (LOSS) INCOME | $ | (45,097) | | | $ | 71,157 | | | $ | (37,362) | | | $ | 68,747 | |
Reclassification adjustment for realized gain on available-for-sale securities included in net income | — | | | (96,826) | | | — | | | (96,826) | |
Income tax provision related to reclassification for realized gain | — | | | 23,599 | | | — | | | 23,599 | |
OTHER COMPREHENSIVE LOSS, NET OF TAX | — | | | (73,227) | | | — | | | (73,227) | |
COMPREHENSIVE LOSS | $ | (45,097) | | | $ | (2,070) | | | $ | (37,362) | | | $ | (4,480) | |
LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 334 | | | 791 | | | 576 | | | 1,303 | |
COMPREHENSIVE LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (45,431) | | | $ | (2,861) | | | $ | (37,938) | | | $ | (5,783) | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
URBAN ONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data) | | | | | | | | | | | |
| As of |
| June 30, 2024 | | December 31, 2023 |
| (Unaudited) | | |
ASSETS | | | |
CURRENT ASSETS: | | | |
Cash and cash equivalents | $ | 131,890 | | | $ | 233,090 | |
Restricted cash | 482 | | | 480 | |
Trade accounts receivable, net of allowance for expected credit losses of $8,465 and $8,638, respectively | 122,603 | | | 133,194 | |
Prepaid expenses | 7,078 | | | 9,504 | |
Current portion of content assets | 35,850 | | | 29,748 | |
Other current assets | 10,779 | | | 15,950 | |
Total current assets | 308,682 | | | 421,966 | |
CONTENT ASSETS, NET | 82,523 | | | 82,448 | |
PROPERTY AND EQUIPMENT, NET | 28,414 | | | 28,661 | |
GOODWILL | 216,599 | | | 216,599 | |
RIGHT OF USE ASSETS, NET | 33,461 | | | 31,649 | |
RADIO BROADCASTING LICENSES | 294,538 | | | 375,296 | |
OTHER INTANGIBLE ASSETS, NET | 46,525 | | | 49,104 | |
| | | |
OTHER ASSETS | 8,883 | | | 5,450 | |
Total assets | $ | 1,019,625 | | | $ | 1,211,173 | |
LIABILITIES, REDEEMABLE NON-CONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY | | | |
CURRENT LIABILITIES: | | | |
Accounts payable | $ | 18,756 | | | $ | 20,000 | |
Accrued interest | 18,966 | | | 22,342 | |
Accrued compensation and related benefits | 10,340 | | | 14,420 | |
Current portion of content payables | 16,599 | | | 22,389 | |
Current portion of lease liabilities | 10,512 | | | 10,648 | |
Other current liabilities | 36,467 | | | 42,831 | |
Total current liabilities | 111,640 | | | 132,630 | |
LONG-TERM DEBT, net of original issue discount and issuance costs | 607,865 | | | 716,246 | |
CONTENT PAYABLES, net of current portion | 3,744 | | | 3,402 | |
LONG-TERM LEASE LIABILITIES | 24,184 | | | 22,377 | |
OTHER LONG-TERM LIABILITIES | 18,818 | | | 24,995 | |
DEFERRED TAX LIABILITIES, NET | 4,928 | | | 20,938 | |
Total liabilities | 771,179 | | | 920,588 | |
| | | |
COMMITMENTS AND CONTINGENCIES (NOTE 18) | | | |
REDEEMABLE NON-CONTROLLING INTERESTS | 9,071 | | | 16,520 | |
| | | |
STOCKHOLDERS’ EQUITY: | | | |
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at June 30, 2024 and December 31, 2023 | — | | | — | |
Common stock — Class A, $.001 par value, 30,000,000 shares authorized; 9,404,395 and 9,853,672 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 9 | | | 10 | |
Common stock — Class B, $.001 par value, 150,000,000 shares authorized; 2,861,843 and 2,861,843 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 3 | | | 3 | |
Common stock — Class C, $.001 par value, 150,000,000 shares authorized; 2,045,016 and 2,045,016 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 2 | | | 2 | |
Common stock — Class D, $.001 par value, 150,000,000 shares authorized; 34,797,532 and 34,116,485 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 35 | | | 34 | |
Additional paid-in capital | 1,010,635 | | | 1,007,387 | |
Accumulated deficit | (771,309) | | | (733,371) | |
Total stockholders’ equity | 239,375 | | | 274,065 | |
Total liabilities, redeemable non-controlling interests and stockholders’ equity | $ | 1,019,625 | | | $ | 1,211,173 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
URBAN ONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024
(In thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Convertible Preferred Stock | | Common Stock Class A | | Common Stock Class B | | Common Stock Class C | | Common Stock Class D | | Accumulated Other Comprehensive Income | | Additional Paid-In Capital | | Accumulated Deficit | | Total Stockholders’ Equity |
BALANCE, as of December 31, 2023 | $ | — | | | $ | 10 | | | $ | 3 | | | $ | 2 | | | $ | 34 | | | $ | — | | | $ | 1,007,387 | | | $ | (733,371) | | | $ | 274,065 | |
Net income attributable to Urban One | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 7,493 | | | 7,493 | |
Stock-based compensation expense | — | | | — | | | — | | | — | | | — | | | — | | | 1,384 | | | — | | | 1,384 | |
Repurchase of 396,052 shares of Class D common stock | — | | | — | | | — | | | — | | | — | | | — | | | (1,386) | | | — | | | (1,386) | |
Vesting of stock-based payment awards upon grant | — | | | — | | | — | | | — | | | 1 | | | — | | | 4,649 | | | — | | | 4,650 | |
Adjustment of redeemable non-controlling interests to estimated redemption value | — | | | — | | | — | | | — | | | — | | | — | | | (1,004) | | | — | | | (1,004) | |
BALANCE, as of March 31, 2024 | $ | — | | | $ | 10 | | | $ | 3 | | | $ | 2 | | | $ | 35 | | | $ | — | | | $ | 1,011,030 | | | $ | (725,878) | | | $ | 285,202 | |
Net loss attributable to Urban One | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (45,431) | | | (45,431) | |
Stock-based compensation expense | — | | | — | | | — | | | — | | | — | | | — | | | 1,079 | | | — | | | 1,079 | |
Repurchase of 449,277 shares of Class A common stock | — | | | (1) | | | — | | | — | | | — | | | — | | | (923) | | | — | | | (924) | |
Repurchase of 113,283 shares of Class D common stock | — | | | — | | | — | | | — | | | — | | | — | | | (178) | | | — | | | (178) | |
Adjustment of redeemable non-controlling interests to estimated redemption value | — | | | — | | | — | | | — | | | — | | | — | | | (373) | | | — | | | (373) | |
BALANCE, as of June 30, 2024 | $ | — | | | $ | 9 | | | $ | 3 | | | $ | 2 | | | $ | 35 | | | $ | — | | | $ | 1,010,635 | | | $ | (771,309) | | | $ | 239,375 | |
URBAN ONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023
(In thousands, except share data)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Convertible Preferred Stock | | Common Stock Class A | | Common Stock Class B | | Common Stock Class C | | Common Stock Class D | | Accumulated Other Comprehensive Income | | Additional Paid-In Capital | | Accumulated Deficit | | Total Stockholders’ Equity |
BALANCE, as of December 31, 2022 | $ | — | | | $ | 10 | | | $ | 3 | | | $ | 2 | | | $ | 34 | | | $ | 73,227 | | | $ | 993,484 | | | $ | (736,010) | | | $ | 330,750 | |
Cumulative effect of accounting change | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 589 | | | 589 | |
BALANCE, as of January 1, 2023 | $ | — | | | $ | 10 | | | $ | 3 | | | $ | 2 | | | $ | 34 | | | $ | 73,227 | | | $ | 993,484 | | | $ | (735,421) | | | $ | 331,339 | |
Net loss attributable to Urban One | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (2,922) | | | (2,922) | |
Stock-based compensation expense | — | | | — | | | — | | | — | | | — | | | — | | | 2,558 | | | — | | | 2,558 | |
Repurchase of 256,442 shares of Class D common stock | — | | | — | | | — | | | — | | | — | | | — | | | (1,324) | | | — | | | (1,324) | |
Vesting of stock-based payment awards upon grant | — | | | — | | | — | | | — | | | — | | | — | | | 3,234 | | | — | | | 3,234 | |
Adjustment of redeemable non-controlling interests to estimated redemption value | — | | | — | | | — | | | — | | | — | | | — | | | (1,308) | | | — | | | (1,308) | |
BALANCE, as of March 31, 2023 | $ | — | | | $ | 10 | | | $ | 3 | | | $ | 2 | | | $ | 34 | | | $ | 73,227 | | | $ | 996,644 | | | $ | (738,343) | | | $ | 331,577 | |
Net income attributable to Urban One | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 70,366 | | | 70,366 | |
Stock-based compensation expense | — | | | — | | | — | | | — | | | — | | | — | | | 1,305 | | | — | | | 1,305 | |
Repurchase of 18,459 shares of Class D common stock | — | | | — | | | — | | | — | | | — | | | — | | | (111) | | | — | | | (111) | |
Sale of MGM investment | — | | | — | | | — | | | — | | | — | | | (73,227) | | | — | | | — | | | (73,227) | |
Adjustment of redeemable non-controlling interests to estimated redemption value | — | | | — | | | — | | | — | | | — | | | — | | | 1,621 | | | — | | | 1,621 | |
BALANCE, as of June 30, 2023 | $ | — | | | $ | 10 | | | $ | 3 | | | $ | 2 | | | $ | 34 | | | $ | — | | | $ | 999,459 | | | $ | (667,977) | | | $ | 331,531 | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
URBAN ONE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net (loss) income | $ | (37,362) | | | $ | 68,747 | |
Adjustments to reconcile net (loss) income to net cash from operating activities: | | | |
Bad debt expense | 48 | | | (311) | |
Depreciation and amortization | 4,843 | | | 4,483 | |
Amortization of debt financing costs | 994 | | | 968 | |
Amortization of launch assets | 2,490 | | | 2,490 | |
Amortization of content assets | 22,543 | | | 24,374 | |
Deferred income taxes | (16,010) | | | 21,365 | |
Amortization of right of use assets | 5,337 | | | 4,248 | |
Impairment of goodwill, intangible assets, and long-lived assets | 80,758 | | | 38,856 | |
Stock-based compensation expense | 2,463 | | | 5,598 | |
Gain on retirement of debt | (15,299) | | | (2,356) | |
| | | |
Realized gain on available-for-sale debt securities | — | | | (96,826) | |
Non-cash fair value adjustment of Employment Agreement Award | (6,263) | | | (1,818) | |
Other | (532) | | | 187 | |
Effect of change in operating assets and liabilities, net of assets acquired: | | | |
Trade accounts receivable, net | 10,542 | | | 19,774 | |
Prepaid expenses and other current assets | 4,599 | | | 2,260 | |
Other assets | (4,181) | | | 1,249 | |
Content assets and payables | (34,168) | | | (26,479) | |
Accounts payable | (1,010) | | | (699) | |
Accrued interest | (3,392) | | | (769) | |
Accrued compensation and related benefits | (4,080) | | | (8,419) | |
Other liabilities | (6,885) | | | (12,647) | |
Launch support | (1,750) | | | (2,500) | |
Net cash flows provided by operating activities | 3,685 | | | 41,775 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | |
Purchase of property and equipment | (4,039) | | | (4,118) | |
Restricted cash derecognized in deconsolidation of joint venture | — | | | (26,000) | |
Proceeds from sale of joint venture interest | — | | | 6,563 | |
| | | |
Proceeds from sale of available-for-sale debt securities | — | | | 136,826 | |
Proceeds from sale of equity securities | 829 | | | — | |
Cash receipts related to disposition of station | 3,500 | | | — | |
Investment in unconsolidated joint venture | (609) | | | — | |
Net cash flows (used in) provided by investing activities | (319) | | | 113,271 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | |
Purchase of ownership interest in Reach Media | (7,603) | | | — | |
Repurchase of long-term debt | (93,934) | | | (22,281) | |
Repurchase of common stock | (2,488) | | | (1,435) | |
Release of secured letters of credit deposit | 1,260 | | | — | |
Payment of dividends to non-controlling interest members of Reach Media | (1,799) | | | (2,001) | |
Net cash flows used in financing activities | (104,564) | | | (25,717) | |
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (101,198) | | | 129,329 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period | 233,570 | | | 101,879 | |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period | $ | 132,372 | | | $ | 231,208 | |
| | | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | | | |
Cash paid for: | | | |
Interest | $ | 27,691 | | | $ | 27,723 | |
Income taxes, net of refunds | $ | 2,140 | | | $ | 69 | |
| | | |
NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES: | | | |
Operating right-of-use assets obtained in exchange for lease obligations | $ | 6,983 | | | $ | 1,396 | |
Non-cash content asset additions | $ | 13,457 | | | $ | — | |
Adjustment of redeemable non-controlling interests to estimated redemption value | $ | 1,377 | | | $ | (313) | |
Asset retirement obligation capitalized | $ | 448 | | | $ | — | |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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 June 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.)
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 include 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 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 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.
Principles of Consolidation
The consolidated financial statements include the accounts and operations of Urban One and subsidiaries in which Urban One has a controlling financial interest, which is generally determined when the Company holds a majority voting interest. All intercompany accounts and transactions have been eliminated in consolidation. 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 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:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
| (In thousands) |
Other current liabilities | | | |
Customer advances and unearned income | $ | 4,137 | | $ | 4,851 |
Unearned event income | 338 | | 4,864 |
Reserve for audience deficiency | 18,608 | | 12,779 |
Professional fee accrual | 3,595 | | 1,658 |
Operating expense accruals | 1,312 | | 5,090 |
Accrued stock compensation | — | | 4,650 |
Employment agreement award (as defined in Note 7) | 4,776 | | 3,685 |
Launch liability | — | | 1,750 |
Deferred barter revenue | 2,350 | | 1,848 |
Other | 1,351 | | 1,656 |
Total other current liabilities | $ | 36,467 | | $ | 42,831 |
| | | |
Other long-term liabilities | | | |
Employment agreement award (as defined in Note 7) | $ | 11,931 | | $ | 19,285 |
Launch liability | 3,500 | | 3,500 |
Other | 3,387 | | 2,210 |
Total long-term liabilities | $ | 18,818 | | $ | 24,995 |
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:
| | | | | | | | | | | |
| Six Months Ended June 30, |
| 2024 | | 2023 |
| | | |
| (In thousands) |
Cash and cash equivalents | $ | 131,890 | | $ | 230,731 |
Restricted cash | 482 | | 477 |
Total cash, cash equivalents, and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ | 132,372 | | $ | 231,208 |
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 six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Radio Broadcasting | | Reach Media | | Digital | | Cable Television | | All Other - Corporate/Eliminations | | Consolidated |
Three Months Ended June 30, 2024 | | | | | | | | | | | |
| | | | | | | | | | | |
Radio Advertising | $ | 37,235 | | $ | 8,845 | | $ | — | | $ | — | | $ | (659) | | | $ | 45,421 |
Political Advertising | 1,344 | | 450 | | 358 | | — | | — | | 2,152 |
Digital Advertising | — | | — | | 15,529 | | — | | — | | 15,529 |
Cable Television Advertising | — | | — | | — | | 22,170 | | — | | 22,170 |
Cable Television Affiliate Fees | — | | — | | — | | 19,315 | | — | | 19,315 |
Event Revenues & Other | 3,420 | | 9,634 | | — | | 12 | | 91 | | 13,157 |
Net Revenues | $ | 41,999 | | $ | 18,929 | | $ | 15,887 | | $ | 41,497 | | $ | (568) | | $ | 117,744 |
| | | | | | | | | | | |
Three Months Ended June 30, 2023 | | | | | | | | | | | |
| | | | | | | | | | | |
Radio Advertising | $ | 36,925 | | $ | 9,325 | | $ | — | | $ | — | | $ | (1,115) | | | $ | 45,135 |
Political Advertising | 363 | | — | | 47 | | — | | — | | 410 |
Digital Advertising | — | | — | | 18,861 | | — | | — | | 18,861 |
Cable Television Advertising | — | | — | | — | | 30,247 | | — | | 30,247 |
Cable Television Affiliate Fees | — | | — | | — | | 22,184 | | — | | 22,184 |
Event Revenues & Other | 1,908 | | 10,727 | | — | | (1) | | 181 | | 12,815 |
Net Revenues | $ | 39,196 | | $ | 20,052 | | $ | 18,908 | | $ | 52,430 | | $ | (934) | | $ | 129,652 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Radio Broadcasting | | Reach Media | | Digital | | Cable Television | | All Other - Corporate/Eliminations | | Consolidated |
Six Months Ended June 30, 2024 | | | | | | | | | | | |
| | | | | | | | | | | |
Radio Advertising | $ | 70,988 | | $ | 17,226 | | $ | — | | $ | — | | $ | (1,453) | | | $ | 86,761 |
Political Advertising | 2,511 | | 498 | | 379 | | — | | — | | 3,388 |
Digital Advertising | — | | — | | 29,475 | | — | | — | | 29,475 |
Cable Television Advertising | — | | — | | — | | 47,535 | | — | | 47,535 |
Cable Television Affiliate Fees | — | | — | | — | | 40,103 | | — | | 40,103 |
Event Revenues & Other | 4,851 | | 9,677 | | — | | 85 | | 279 | | 14,892 |
Net Revenues | $ | 78,350 | | $ | 27,401 | | $ | 29,854 | | $ | 87,723 | | $ | (1,174) | | $ | 222,154 |
| | | | | | | | | | | |
Six Months Ended June 30, 2023 | | | | | | | | | | | |
| | | | | | | | | | | |
Radio Advertising | $ | 70,765 | | $ | 19,613 | | $ | — | | $ | — | | $ | (2,136) | | | $ | 88,242 |
Political Advertising | 610 | | — | | 48 | | — | | — | | 658 |
Digital Advertising | — | | — | | 33,932 | | — | | — | | 33,932 |
Cable Television Advertising | — | | — | | — | | 56,069 | | — | | 56,069 |
Cable Television Affiliate Fees | — | | — | | — | | 46,020 | | — | | 46,020 |
Event Revenues & Other | 3,001 | | 11,355 | | (1) | | 19 | | 226 | | 14,600 |
Net Revenues | $ | 74,376 | | $ | 30,968 | | $ | 33,979 | | $ | 102,108 | | $ | (1,910) | | $ | 239,521 |
Contract Assets and Liabilities
Contract assets and contract liabilities that are not separately stated in the Company’s condensed consolidated balance sheets as of June 30, 2024, and December 31, 2023 were as follows:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
| (In thousands) |
Contract assets: | | | |
Unbilled receivables | $ | 4,706 | | | $ | 5,437 | |
Contract liabilities: | | | |
Customer advances and unearned income | $ | 4,137 | | | $ | 4,851 | |
Reserve for audience deficiency | 18,608 | | | 12,779 | |
Unearned event income | 338 | | | 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, $2.5 million was recognized as revenue during the six months ended June 30, 2024. For the reserve for audience deficiency as of January 1, 2024, $1.5 million was recognized as revenue during the six months ended June 30, 2024. For unearned event income as of January 1, 2024, $4.9 million was recognized as revenue during the six months ended June 30, 2024.
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 $9.4 million and $9.6 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $18.7 million and $18.8 million for of the six months ended June 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 June 30, 2024 and December 31, 2023 is as follows:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| | | |
Weighted-average amortization period | 8.1 | | 8.1 |
Remaining weighted-average amortization period | 2.4 | | 2.9 |
Launch support asset amortization for the three and six months ended June 30, 2024 and 2023.
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (In thousands) | | (In thousands) |
Launch support asset amortization | $ | 1,245 | | | $ | 1,245 | | | $ | 2,490 | | | $ | 2,490 | |
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 to revenue.
5. ADVERTISING AND PROMOTIONS
The Company expenses advertising and promotional costs as incurred. Total advertising and promotional expenses were approximately $7.8 million and $8.7 million for the three months ended June 30, 2024 and 2023, respectively, and approximately $14.8 million and $15.8 million for the six months ended June 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 the 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.
The following table sets forth the calculation of basic and diluted earnings per share from continuing operations:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (In thousands, except per share data) |
Numerator: | | | | | | | |
Net (loss) income attributable to Class A, Class B, Class C and Class D stockholders | $ | (45,431) | | | $ | 70,366 | | | $ | (37,938) | | | $ | 67,444 | |
Denominator: | | | | | | | |
Weighted-average outstanding shares | 48,483,639 | | | 47,629,163 | | | 48,434,513 | | | 47,514,722 | |
Effect of dilutive securities: | | | | | | | |
Stock options and restricted stock | — | | | 2,987,272 | | | — | | | 2,858,992 | |
Weighted-average outstanding shares | 48,483,639 | | | 50,616,435 | | | 48,434,513 | | | 50,373,714 | |
| | | | | | | |
EPS attributable to Class A, Class B, Class C and Class D stockholders per share – basic | $ | (0.94) | | | $ | 1.48 | | | $ | (0.78) | | | $ | 1.42 | |
EPS attributable to Class A, Class B, Class C and Class D stockholders per share – diluted | $ | (0.94) | | | $ | 1.39 | | | $ | (0.78) | | | $ | 1.34 | |
For the three and six months ended June 30, 2024, there were approximately 6.3 million and 5.1 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 six months ended June 30, 2023 there were no material 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.
As of June 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:
| | | | | | | | | | | | | | | | | | | | | | | |
| Total | | Level 1 | | Level 2 | | Level 3 |
| | | | | | | |
| (In thousands) |
As of June 30, 2024 | | | | | | | |
Liabilities subject to fair value measurement: | | | | | | | |
Employment Agreement Award(a) | $ | 16,707 | | | $ | — | | | $ | — | | | $ | 16,707 | |
| | | | | | | |
Mezzanine equity subject to fair value measurement: | | | | | | | |
Redeemable non-controlling interests(b) | $ | 9,071 | | | $ | — | | | $ | — | | | $ | 9,071 | |
| | | | | | | |
Assets subject to fair value measurement: | | | | | | | |
Cash equivalents-money market funds(c) | $ | 102,807 | | | $ | 102,807 | | | $ | — | | | $ | — | |
| | | | | | | |
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 an exit price methodology. Significant inputs to the exit price analysis include revenue growth rates, future operating profit margins, discount rate and an exit multiple.
(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 six months ended June 30, 2024 and 2023. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 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 | — | | 576 |
Purchase of ownership interest in Reach Media | — | | (7,603) | |
Dividends paid to non-controlling interests | — | | (1,799) | |
Change in fair value(a) | (6,263) | | | 1,377 |
Balance as of June 30, 2024 | $ | 16,707 | | $ | 9,071 |
| | | | | | | | | | | |
| 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 | — | | 1,303 |
Dividends paid to non-controlling interests | — | | (2,001) | |
Change in fair value(a) | (1,818) | | | (313) |
Balance as of June 30, 2023 | $ | 23,923 | | $ | 24,287 |
(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 six months ended June 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:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | June 30, 2024 | | December 31, 2023 | |
| | | | | | | | | |
Level 3 liabilities | | Valuation Technique | | Significant Unobservable Inputs | | Significant Unobservable Input Value(a) | |
Employment Agreement Award | | Discounted cash flow | | Discount rate | | 13.0 | % | | 10.0 | % | |
Employment Agreement Award | | Discounted cash flow | | Operating profit margin range | | 38.0% - 41.2 % | | 35.0% - 42.3 % | |
Employment Agreement Award | | Discounted cash flow | | Revenue growth rate range | | (2.1)% - 2.5 % | | (2.1)% - 2.5 % | |
Employment Agreement Award | | Market approach | | Average recurring EBITDA multiple | | 4.5 | x | | 6.3 - 6.5 x | |
Redeemable non-controlling interests | | Discounted cash flow | | Discount rate | | N/A | | 12.5 | % | |
Redeemable non-controlling interests | | Discounted cash flow | | Operating profit margin range | | N/A | | 24.5% - 31.9 % | |
Redeemable non-controlling interests | | Discounted cash flow | | Revenue growth rate range | | N/A | | 1.2% - 16.5 % | |
Redeemable non-controlling interests | | Discounted cash flow | | Exit multiple | | N/A | | 4.0 | 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 Radio Broadcasting Licenses of the Company's condensed consolidated financial statements for further discussion.
Financial Instruments
As of June 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 June 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 $614.5 million and fair value of approximately $477.8 million as of June 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 June 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 its 50/50 partnership 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:
| | | | | | | | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 | | Period of Amortization |
| | | | | |
| (In thousands) | | |
Produced content assets: | | | | | |
Completed | $ | 155,040 | | $ | 132,273 | | |
In-production | 9,046 | | 11,726 | | |
Licensed content assets acquired: | | | | | |
Acquired | 36,074 | | 35,520 | | |
Content assets, at cost | 200,160 | | 179,519 | | 1‑5 Years |
Less: accumulated amortization | (81,787) | | | (67,323) | | | |
Content assets, net | 118,373 | | 112,196 | | |
Less: current portion | (35,850) | | | (29,748) | | | |
Noncurrent portion | $ | 82,523 | | $ | 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 six months ended June 30, 2024 and 2023 is as follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (In thousands) | | (In thousands) |
Content amortization - acquired | $ | 3,342 | | | $ | 3,891 | | | $ | 6,698 | | | $ | 10,202 | |
Content amortization - produced | 7,758 | | | 7,325 | | | 15,845 | | | 14,172 | |
Total content amortization | $ | 11,100 | | | $ | 11,216 | | | $ | 22,543 | | | $ | 24,374 | |
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 agreements 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 agreement between Reach Media and the Foundation automatically renews annually. The agreement may be terminated: by mutual agreement; by one of the parties should its financial requirements not be met; or if a party is in breach by the non-breaching party, which shall have the right, but not the obligation, to terminate unilaterally. The Foundation owed Reach Media approximately $0.5 million and $1.0 million as of June 30, 2024 and December 31, 2023, respectively.
The Fantastic Voyage was operated in May 2024 and May 2023. For the six months ended June 30, 2024, the revenues, expenses, and operating income were approximately $9.6 million, $8.4 million, and $1.2 million, respectively, compared to the six months ended June 30, 2023 for which they were $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 June 30, 2024 and December 31, 2023.
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 $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 $1.0 million during the three months ended June 30, 2023. The Company incurred expenses of approximately $0.8 million and $1.8 million during the six months ended June 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 dis