Le Lézard
Classified in: Business, Covid-19 virus
Subjects: ERN, ERP, BLK, DEI

URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS


WASHINGTON, Aug. 9, 2022 /PRNewswire/ -- Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the quarter ended June 30, 2022. Net revenue was approximately $118.8 million, an increase of 10.4% from the same period in 2021. The Company reported operating income of approximately $23.8 million for the three months ended June 30, 2022, compared to approximately $37.9 million for the three months ended June 30, 2021. Broadcast and digital operating income1 was approximately $55.1 million, an increase of 11.2% from the same period in 2021. Net income was approximately $15.0 million or $0.30 per share (basic) compared to $17.9 million or $0.36 per share (basic) for the same period in 2021. Adjusted EBITDA2 was approximately $47.5 million for the three months ended June 30, 2022, compared to approximately $44.8 million for the same period in 2021.

Alfred C. Liggins, III, Urban One's CEO and President stated, "We had a strong finish to Q2, driven by continued robust growth in digital and cable television advertising, both of which were up double digits. Our spot radio business outperformed the markets in which we operate by 230 Bps, and I was pleased with our overall 10.4% revenue growth, as a result of which we were able to post adjusted EBITDA growth of 6.1% y-o-y. Like other media businesses, we have experienced a slow-down in Q3, particularly in core radio which is currently pacing down low-to-mid single-digits. Given our diversified mix of assets, I still anticipate consolidated net revenues to grow in Q3, and we remain well positioned for political advertising later in the year. We will continue to be disciplined with capital allocation decisions and our cash position remains strong. We finished the quarter with net leverage below 4.0x, in line with our goal to continue to reduce leverage over time."

RESULTS OF OPERATIONS



















Three Months Ended June 30,


Six Months Ended June 30,



2022


2021


2022


2021

STATEMENT OF OPERATIONS

(unaudited)


(unaudited)



(in thousands, except share data)


(in thousands, except share data)











NET REVENUE

$                           118,810


$                         107,593


$                  231,159


$                        199,033


OPERATING EXPENSES









Programming and technical, excluding stock-based compensation

28,351


26,513


56,869


51,603


Selling, general and administrative, excluding stock-based compensation

35,346


31,510


70,774


61,466


Corporate selling, general and administrative, excluding stock-based
compensation

11,528


9,153


20,864


19,273


Stock-based compensation

336


172


460


425


Depreciation and amortization 

2,481


2,325


4,886


4,589


Impairment of long-lived assets

16,933


-


16,933


-


Total operating expenses 

94,975


69,673


170,786


137,356


             Operating income 

23,835


37,920


60,373


61,677


INTEREST INCOME

-


168


59


172


INTEREST EXPENSE

15,886


15,853


31,813


33,898


(GAIN) LOSS ON RETIREMENT OF DEBT

(1,855)


-


(1,855)


6,949


OTHER INCOME, net

(9,725)


(2,362)


(11,711)


(4,046)


Income before provision for income taxes and noncontrolling
interest in income of subsidiaries 

19,529


24,597


42,185


25,048


PROVISION FOR INCOME TAXES

3,725


6,119


9,311


6,109


CONSOLIDATED NET INCOME

15,804


18,478


32,874


18,939


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

770


612


1,471


1,066


CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON
STOCKHOLDERS

$                             15,034


$                           17,866


$                    31,403


$                          17,873











AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS









CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON
STOCKHOLDERS

$                             15,034


$                           17,866


$                    31,403


$                          17,873











Weighted average shares outstanding - basic3

50,806,346


49,789,892


50,994,612


49,124,056


Weighted average shares outstanding - diluted4

54,658,543


53,780,918


54,871,963


53,186,619










 

 


Three Months Ended June 30, 


Six Months Ended June 30, 


2022


2021


2021


2020

PER SHARE DATA - basic and diluted:

(unaudited)


(unaudited)


(unaudited)


(unaudited)


(in thousands, except per share data)


(in thousands, except per share data)









    Consolidated net income attributable to common stockholders (basic)

$                          0.30


$                        0.36


$                      0.62


$                          0.36

    Consolidated net income attributable to common stockholders (diluted)

$                          0.28


$                        0.33


$                      0.57


$                          0.34









SELECTED OTHER DATA








Broadcast and digital operating income 1

$                      55,113


$                    49,570


$                103,516


$                      85,964

Broadcast and digital operating income margin (% of net revenue)

46.4 %


46.1 %


44.8 %


43.2 %









Broadcast and digital operating income reconciliation:
















    Consolidated net income attributable to common stockholders

$                      15,034


$                    17,866


$                  31,403


$                      17,873

    Add back non-broadcast and digital operating income items included in consolidated net
income:








Interest income

-


(168)


(59)


(172)

Interest expense

15,886


15,853


31,813


33,898

Provision for income taxes

3,725


6,119


9,311


6,109

Corporate selling, general and administrative expenses

11,528


9,153


20,864


19,273

Stock-based compensation

336


172


460


425

(Gain) loss on retirement of debt

(1,855)


-


(1,855)


6,949

Other income, net

(9,725)


(2,362)


(11,711)


(4,046)

Depreciation and amortization

2,481


2,325


4,886


4,589

Noncontrolling interest in income of subsidiaries

770


612


1,471


1,066

Impairment of long-lived assets

16,933


-


16,933


-

Broadcast and digital operating income

$                      55,113


$                    49,570


$                103,516


$                      85,964









Adjusted EBITDA2

$                      47,508


$                    44,765


$                  89,512


$                      75,002









Adjusted EBITDA reconciliation:
















    Consolidated net income attributable to common stockholders

$                      15,034


$                    17,866


$                  31,403


$                      17,873

Interest income

-


(168)


(59)


(172)

Interest expense

15,886


15,853


31,813


33,898

Provision for income taxes

3,725


6,119


9,311


6,109

Depreciation and amortization

2,481


2,325


4,886


4,589

EBITDA

$                      37,126


$                    41,995


$                  77,354


$                      62,297

Stock-based compensation

336


172


460


425

(Gain) loss on retirement of debt

(1,855)


-


(1,855)


6,949

Other income, net

(9,725)


(2,362)


(11,711)


(4,046)

Noncontrolling interest in income of subsidiaries

770


612


1,471


1,066

Corporate development costs

762


941


1,019


2,334

Employment Agreement Award, incentive plan award expenses and other compensation

903


911


1,482


1,509

Contingent consideration from acquisition

-


240


-


280

Severance-related costs

109


312


242


573

Cost method investment income from MGM National Harbor

2,149


1,944


4,117


3,615

Impairment of long-lived assets

16,933


-


16,933


-

Adjusted EBITDA

$                      47,508


$                    44,765


$                  89,512


$                      75,002

 

 


June 30, 2022


December 31, 2021

(unaudited) 





(in thousands)

SELECTED BALANCE SHEET DATA:



Cash and cash equivalents and restricted cash

$                  143,003


$                 152,218


Intangible assets, net

774,905


780,133


Total assets

1,254,764


1,261,108


Total debt (including current portion, net of issuance costs)

787,381


818,616


Total liabilities

976,513


989,973


Total stockholders' equity

259,561


254,120


Redeemable noncontrolling interests

18,690


17,015








June 30, 2022


Applicable Interest
Rate


(in thousands)



SELECTED LEVERAGE DATA:



7.375% senior secured notes due February 2028, net of issuance costs of
approximately $12.6 million (fixed rate)

$                  787,381


7.375 %

 

Cautionary Note Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to Urban One at the time of this release. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond Urban One's control, that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.  Important factors that could cause actual results to differ materially are described in Urban One's reports on Forms 10-K, 10-K/A, 10-Q, 10-Q/A, 8-K and other filings with the Securities and Exchange Commission (the "SEC"), including the current report on Form 8-K filed August 09, 2022 with this press release. Urban One does not undertake any duty to update any forward-looking statements.

The COVID-19 pandemic could have an impact on certain of our revenue and alternative revenue sources on a going forward basis.  While parts of the country are recovering, other parts could see a resurgence of the pandemic and this could impact our results of operations, particularly in our larger markets such as Dallas, Houston and Atlanta. During the early portion of the pandemic, a number of advertisers across a variety of significant advertising categories reduced advertising spend due to the pandemic. This has been particularly true within our radio segment which derives substantial revenue from local advertisers, including in areas such as Texas, Ohio and Georgia. The economies in these areas were hit particularly hard due to social distancing and other government interventions. Further, the COVID-19 pandemic has caused a shift in the way people work and commute, which in some instances has altered demand for our broadcasting radio advertising. Finally, the COVID-19 outbreak caused the postponement or cancellation of certain of our tent pole special events or otherwise impaired or limited ticket sales for such events. A resurgence could have a similar future impact. We do not carry business interruption insurance to compensate us for losses and such losses may continue to occur as a result of the ongoing and fluctuating nature of the COVID-19 pandemic. New outbreaks or surges in new cases due to variants in the markets in which we operate could have material impacts on our liquidity, operations including potential impairment of assets, and our financial results. Likewise, our income from our investment in MGM National Harbor Casino has at times been negatively impacted by closures and limitations on occupancy imposed by state and local governmental authorities.

Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.

 



Three Months Ended June 30,










2022


2021


$ Change



% Change



  (Unaudited)









(in thousands)







Net Revenue:














Radio Advertising


$

44,518


$

42,605


$

1,913



4.5 %


Political Advertising



1,839



500



1,339



267.8 %


Digital Advertising



17,881



15,016



2,865



19.1 %


Cable Television Advertising



29,120



22,968



6,152



26.8 %


Cable Television Affiliate Fees



24,318



25,396



(1,078)



-4.2 %


Event Revenues & Other



1,134



1,108



26



2.3 %
















Net Revenue (as reported)


$

118,810


$

107,593


$

11,217



10.4 %


 

Net revenue increased to approximately $118.8 million for the quarter ended June 30, 2022, from approximately $107.6 million for the same period in 2021. Net revenues from our radio broadcasting segment increased 4.9% compared to the same period in 2021. Net revenue from our radio broadcasting segment, excluding political advertising, increased 1.3% compared to the same period in 2021. Reach Media's net revenues increased 17.8% for the three months ended June 30, 2022, compared to the same period in 2021, due primarily to increased demand. We recognized approximately $53.4 million and $48.5 million of revenue from our cable television segment during the three months ended June 30, 2022, and 2021, respectively, due primarily to increased advertising sales. Net revenue for our digital segment increased approximately $2.8 million for the three months ended June 30, 2022, compared to the same period in 2021 primarily from higher direct revenues.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, increased to approximately $75.2 million for the quarter ended June 30, 2022, up 12.0% from the approximately $67.2 million incurred for the comparable quarter in 2021. The overall operating expense increase was driven by higher programming and technical expenses, higher selling, general and administrative expenses, and higher corporate selling, general and administrative expenses.

As a result of corresponding increases in revenue, we've incurred an increase in the following expenses: increase of approximately $2.3 million in employee compensation expenses, $2.3 million in variable expenses, $1.5 million in travel, entertainment and office expenses, $1.3 million in contract labor, talent costs and consulting fees, and $1.0 million in marketing and event spending.

Depreciation and amortization expense increased to approximately $2.5 million for the quarter ended June 30, 2022, compared to approximately $2.3 million for the quarter ended June 30, 2021.

Interest expense remained flat at approximately $15.9 million for the quarters ended June 30, 2022 and 2021. The Company made cash interest payments of $924,000 for the quarter ended June 30, 2022, compared to cash interest payments of $172,000 on its outstanding debt for the quarter ended June 30, 2021. During the three months ended June 30, 2022, the PPP loan and related accrued interest was forgiven and recorded as other income in the amount of $7.6 million. During the quarter ended June 30, 2022, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 91.0% of par, resulting in a net gain on retirement of debt of approximately $1.9 million for the quarter ended June 30, 2022.

The impairment of long-lived assets for the three months ended June 30, 2022, was related to a non-cash impairment charge of approximately $4.3 million recorded to reduce the carrying value of our Atlanta market goodwill balance and a charge of approximately $10.7 million associated with our Atlanta, Dallas, Houston, and Raleigh radio market broadcasting licenses, of which approximately $3.7 million relates to periods ending prior to January 1, 2022. The fair value of the radio broadcasting licenses were overstated by approximately $1.1 million, $2.8 million, and $2.1 million as of December 31, 2019, March 31, 2020, and December 31, 2021, respectively, and understated by approximately $2.3 million as of September 30, 2020.  Accordingly, the Company recorded an out-of-period non-cash impairment charge of approximately $3.7 million during the three months ended June 30, 2022. The Company determined that correcting the error in the three-month period ended June 30, 2022 does not materially misstate the statement of operations for this period. In addition, we recorded an impairment charge of approximately $1.9 million associated with the estimated asset sale consideration for one of our Indianapolis radio broadcasting licenses.

During the three months ended June 30, 2022, we recorded a provision for income taxes of approximately $3.7 million compared to approximately $6.1 million for the three months ended June 30, 2021. The decrease in the provision for income taxes was primarily due to the application of the estimated annual effective tax rate for the year to date and pre-tax income of approximately $19.5 million during the quarter, and discrete tax benefits of approximately $2.1 million primarily related to non-taxable income forgiveness of the PPP Loan. The tax provision resulted in an effective tax rate of 19.1% and 24.9% for the three months ended June 30, 2022 and 2021, respectively. The Company paid income taxes of $696,000 for the quarter ended June 30, 2022 and paid income taxes of $814,000 for the quarter ended June 30, 2021.

Other income, net, was approximately $9.7 million and $2.4 million for the three months ended June 30, 2022 and 2021, respectively. We recognized other income in the amount of approximately $2.1 million and $1.9 million for the three months ended June 30, 2022 and 2021, respectively, related to our MGM investment. As noted above, during the three months ended June 30, 2022, the PPP loan and related accrued interest was forgiven and recorded as other income in the amount of $7.6 million

Other pertinent financial information includes capital expenditures of approximately $2.3 million and $1.6 million for the quarters ended June 30, 2022 and 2021, respectively. 

During the three months ended June 30, 2022, the Company did not repurchase any shares of Class A common stock and repurchased 4,665,589 shares of Class D common stock in the amount of approximately $24.6 million. During the three months ended June 30, 2021, the Company did not repurchase any shares of Class A or Class D common stock.

The Company, in connection with its prior 2009 stock option and restricted stock plan and its current 2019 Equity and Performance Incentive Plan (the "2019 Plan"), is authorized to purchase shares of Class D common stock to satisfy employee tax obligations in connection with the vesting of share grants under the plan. During the three months ended June 30, 2022, the Company executed a Stock Vest Tax Repurchase of 16,181 shares of Class D Common Stock in the amount of $91,000. During the three months ended June 30, 2021, the Company executed a Stock Vest Tax Repurchase of 14,051 shares of Class D Common Stock in the amount of $33,000.

Supplemental Financial Information:
For comparative purposes, the following more detailed, unaudited statements of operations for the three and six months ended June 30, 2022 and 2021 are included.

 






Three Months Ended June 30, 2022






(in thousands, unaudited)








































Radio  


Reach




Cable


Corporate/






Consolidated

Broadcasting

Media


Digital

Television

Eliminations







STATEMENT OF OPERATIONS:






























NET REVENUE

$

118,810

$

37,192

$

11,092

$

17,881

$

53,449

$

(804)


OPERATING EXPENSES:














Programming and technical 


28,351


9,120


3,727


3,308


12,579


(383)


Selling, general and administrative


35,346


16,418


1,916


6,904


10,530


(422)


Corporate selling, general and administrative


11,528


-


636


6


2,156


8,730


Stock-based compensation


336


-


-


-


286


50


Depreciation and amortization


2,481


825


46


332


952


326


Impairment of long-lived assets


16,933


16,933


-


-


-


-


Total operating expenses


94,975


43,296


6,325


10,550


26,503


8,301


           Operating income (loss)


23,835


(6,104)


4,767


7,331


26,946


(9,105)


INTEREST INCOME


-


-


-


-


-


-


INTEREST EXPENSE


15,886


50


-


79


1,919


13,838


GAIN ON RETIREMENT OF DEBT


(1,855)


-


-


-


-


(1,855)


OTHER INCOME, net


(9,725)


13


-


-


-


(9,738)


Income (loss) before provision for (benefit from) income taxes and
noncontrolling interest in income of subsidiaries 


19,529


(6,167)


4,767


7,252


25,027


(11,350)


PROVISION FOR (BENEFIT FROM) INCOME TAXES


3,725


(6,981)


1,368


-


7,355


1,983


CONSOLIDATED NET INCOME (LOSS)  


15,804


814


3,399


7,252


17,672


(13,333)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


770


-


-


-


-


770


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

15,034

$

814

$

3,399

$

7,252

$

17,672

$

(14,103)


















Adjusted EBITDA2

$

47,508

$

11,674

$

4,813

$

7,663

$

28,184

$

(4,826)

 

 






Three Months Ended June 30, 2021






(in thousands, unaudited)








































Radio  


Reach




Cable


Corporate/






Consolidated

Broadcasting

Media


Digital

Television

Eliminations







STATEMENT OF OPERATIONS:






























NET REVENUE

$

107,593

$

35,465

$

9,414

$

15,129

$

48,461

$

(876)


OPERATING EXPENSES:














Programming and technical 


26,513


8,608


3,388


2,414


12,461


(358)


Selling, general and administrative


31,510


13,757


2,001


6,385


9,886


(519)


Corporate selling, general and administrative


9,153


-


613


1


1,187


7,352


Stock-based compensation


172


4


-


-


16


152


Depreciation and amortization


2,325


792


53


315


937


228


Total operating expenses


69,673


23,161


6,055


9,115


24,487


6,855


           Operating income (loss)


37,920


12,304


3,359


6,014


23,974


(7,731)


INTEREST INCOME


168


-


-


-


-


168


INTEREST EXPENSE


15,853


43


-


79


1,919


13,812


OTHER INCOME, net


(2,362)


(406)


-


-


-


(1,956)


Income (loss) before provision for (benefit from) income taxes and
noncontrolling interest in income of subsidiaries 


24,597


12,667


3,359


5,935


22,055


(19,419)


PROVISION FOR (BENEFIT FROM) INCOME TAXES


6,119


2,923


846


-


5,568


(3,218)


CONSOLIDATED NET INCOME (LOSS)  


18,478


9,744


2,513


5,935


16,487


(16,201)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


612


-


-


-


-


612


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

17,866

$

9,744

$

2,513

$

5,935

$

16,487

$

(16,813)


















Adjusted EBITDA2

$

44,765

$

13,200

$

3,462

$

6,573

$

25,003

$

(3,473)

 

 






Six Months Ended June 30, 2022






(in thousands, unaudited)








































Radio  


Reach




Cable


Corporate/






Consolidated

Broadcasting

Media


Digital

Television

Eliminations







STATEMENT OF OPERATIONS:






























NET REVENUE

$

231,159

$

68,684

$

21,123

$

33,367

$

109,883

$

(1,898)


OPERATING EXPENSES:














Programming and technical 


56,869


17,996


7,140


6,577


25,920


(764)


Selling, general and administrative


70,774


31,160


4,021


14,498


22,229


(1,134)


Corporate selling, general and administrative


20,864


-


1,314


7


3,224


16,319


Stock-based compensation


460


-


-


-


325


135


Depreciation and amortization


4,886


1,640


93


665


1,899


589


Impairment of long-lived assets


16,933


16,933


-


-


-


-


Total operating expenses


170,786


67,729


12,568


21,747


53,597


15,145


           Operating income (loss)


60,373


955


8,555


11,620


56,286


(17,043)


INTEREST INCOME


59


-


-


-


-


59


INTEREST EXPENSE


31,813


99


-


158


3,838


27,718


GAIN ON RETIREMENT OF DEBT


(1,855)


-


-


-


-


(1,855)


OTHER INCOME, net


(11,711)


7


-


-


-


(11,718)


Income (loss) before provision for (benefit from) income taxes and
noncontrolling interest in income of subsidiaries 


42,185


849


8,555


11,462


52,448


(31,129)


PROVISION FOR (BENEFIT FROM) INCOME TAXES


9,311


(5,268)


2,300


-


14,102


(1,823)


CONSOLIDATED NET INCOME (LOSS)  


32,874


6,117


6,255


11,462


38,346


(29,306)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


1,471


-


-


-


-


1,471


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

31,403

$

6,117

$

6,255

$

11,462

$

38,346

$

(30,777)


















Adjusted EBITDA2

$

89,512

$

19,569

$

8,648

$

12,290

$

58,510

$

(9,505)

 

 






Six Months Ended June 30, 2021






(in thousands, unaudited)








































Radio  


Reach




Cable


Corporate/






Consolidated

Broadcasting


Media


Digital

Television

Eliminations







STATEMENT OF OPERATIONS:






























NET REVENUE

$

199,033

$

63,253

$

17,230

$

25,484

$

94,703

$

(1,637)


OPERATING EXPENSES:














Programming and technical 


51,603


17,101


6,797


5,226


23,196


(717)


Selling, general and administrative


61,466


28,569


3,126


11,625


19,054


(908)


Corporate selling, general and administrative


19,273


-


1,253


2


2,750


15,268


Stock-based compensation


425


28


-


-


71


326


Depreciation and amortization


4,589


1,522


111


638


1,866


452


Total operating expenses


137,356


47,220


11,287


17,491


46,937


14,421


           Operating income (loss)


61,677


16,033


5,943


7,993


47,766


(16,058)


INTEREST INCOME


172


-


-


-


-


172


INTEREST EXPENSE


33,898


87


-


158


3,838


29,815


LOSS ON RETIREMENT OF DEBT


6,949


-


-


-


-


6,949


OTHER INCOME, net


(4,046)


(406)


-


-


-


(3,640)


Income (loss) before provision for (benefit from) income taxes and
noncontrolling interest in income of subsidiaries 


25,048


16,352


5,943


7,835


43,928


(49,010)


PROVISION FOR (BENEFIT FROM) INCOME TAXES


6,109


3,711


1,483


-


10,964


(10,049)


CONSOLIDATED NET INCOME (LOSS)  


18,939


12,641


4,460


7,835


32,964


(38,961)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


1,066


-


-


-


-


1,066


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

17,873

$

12,641

$

4,460

$

7,835

$

32,964

$

(40,027)


















Adjusted EBITDA2

$

75,002

$

17,774

$

6,140

$

8,962

$

49,815

$

(7,689)

 

Urban One, Inc. will hold a conference call to discuss its results for the second fiscal quarter of 2022. The conference call is scheduled for Tuesday, August 09, 2022 at 5:30 p.m. EDT. To participate on this call, U.S. callers may dial toll-free 1-877-226-8163; international callers may dial direct (+1) 234-720-6983. The Access Code is 2993856.

A replay of the conference call will be available from 8:30 p.m. EDT August 09, 2022 until 12:00 a.m. EDT August 12, 2022. Callers may access the replay by calling 1-866-207-1041; international callers may dial direct (+1) 402-970-0847. The replay Access Code is 8046193.

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

Urban One, Inc. (urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 59 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform and inspire a diverse audience of adult Black viewers. As of June 30, 2022, we owned and/or operated 64 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 8 HD stations, and the 2 low power television stations we operate) branded under the tradename "Radio One" in 13 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show. In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George's County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences.

Notes:

1              "Broadcast and digital operating income" consists of net (loss) income before depreciation and amortization, corporate selling, general and administrative expenses, stock-based compensation, income taxes, noncontrolling interest in income (loss) of subsidiaries, interest expense, impairment of long-lived assets, other (income) expense, loss (gain) on retirement of debt, gain on sale-leaseback and interest income. Broadcast and digital operating income is not a measure of financial performance under generally accepted accounting principles. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments because broadcast and digital operating income provides helpful information about our results of operations apart from expenses associated with our fixed assets and long-lived intangible assets, income taxes, investments, debt financings and retirements, overhead, stock-based compensation, impairment charges, and asset sales. 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 used by other companies. Broadcast and digital operating income does not purport to represent operating income or loss, or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance. A reconciliation of net income (loss) to broadcast and digital operating income has been provided in this release.

2              "Adjusted EBITDA" consists of net income (loss) plus (1) depreciation, amortization, income taxes, interest expense, noncontrolling interest in (loss) income of subsidiaries, impairment of long-lived assets, stock-based compensation, (gain) loss on retirement of debt, gain on sale-leaseback, Employment Agreement and incentive plan award expenses and other compensation, contingent consideration from acquisition, corporate development costs, severance-related costs, cost investment income, less (2) other income and interest income. Net income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as "EBITDA." Adjusted EBITDA and EBITDA are not measures of financial performance under generally accepted accounting principles. However, 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 because Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our acquisitions and debt financing, our taxes, impairment charges, and gain on retirements of debt. Accordingly, we believe that Adjusted EBITDA provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and long-lived intangible assets or capital structure. 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 segments (radio broadcasting, Reach Media, digital and cable television). Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as alternatives to those measurements as an indicator of our performance. A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA has been provided in this release.

3              For the three months ended June 30, 2022 and 2021, Urban One had 50,806,346 and 49,789,892 shares of common stock outstanding on a weighted average basis (basic), respectively. For the six months ended June 30, 2022 and 2021, Urban One had 50,994,612 and 49,124,056 shares of common stock outstanding on a weighted average basis (basic), respectively. 

4              For the three months ended June 30, 2022 and 2021, Urban One had 54,658,543 and 53,780,918 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively. For the six months ended June 30, 2022 and 2021, Urban One had 54,871,963 and 53,186,619 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively. 

SOURCE Urban One, Inc.


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