Urban One Inc.
03/20/2026 | Press release | Distributed by Public on 03/20/2026 14:33
Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information should be read in conjunction with the Consolidated Financial Statements and Notes thereto included elsewhere in this report.
Overview
For the year ended December 31, 2025, consolidated net revenue decreased approximately 16.7% compared to the year ended December 31, 2024. For 2026, our strategy will be to: (i) grow market share; (ii) improve audience share in certain markets and improve revenue conversion of strong and stable audience share in certain other markets; and (iii) grow and diversify our revenue by executing our multimedia strategy.
Results of Operations
Revenue
Within our core radio business, we primarily derive revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station's audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.
Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.
The following chart shows the percentage of consolidated net revenue generated by each reporting segment.
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Years Ended December 31,
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|||||||||||
| 2025 | 2024 | ||||||||||
| Radio Broadcasting segment | 37.2 | % | 36.9 | % | |||||||
| Reach Media segment | 8.3 | % | 10.5 | % | |||||||
|
Digital segment(1)
|
12.8 | % | 14.0 | % | |||||||
|
Cable Television segment(1)
|
42.4 | % | 39.1 | % | |||||||
| All other - corporate/eliminations | (0.7) | % | (0.5) | % | |||||||
(1) Effective January 1, 2025, segment information for the prior periods has been recast in this Annual Report on Form 10-K to include reclassification of a portion of revenues from our connected TV offering from the Digital segment to the Cable Television segment.
The following chart shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business.
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Percentage of core radio business generated from local advertising | 63.4 | % | 59.8 | % | |||||||
| Percentage of core radio business generated from national advertising, including network advertising | 30.7 | % | 35.2 | % | |||||||
| Percentage of core radio business generated from other revenue | 5.9 | % | 5.0 | % | |||||||
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The following chart shows the sources of our net revenue for the years ended December 31, 2025 and 2024:
| Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Net Revenue: | |||||||||||||||||||||||
| Radio advertising | $ | 150,021 | $ | 175,731 | $ | (25,710) | (14.6) | % | |||||||||||||||
| Political advertising | 1,430 | 20,439 | (19,009) | (93.0) | % | ||||||||||||||||||
|
Digital advertising(1)
|
47,829 | 59,064 | (11,235) | (19.0) | % | ||||||||||||||||||
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Cable television advertising(1)
|
89,410 | 98,532 | (9,122) | (9.3) | % | ||||||||||||||||||
| Cable television affiliate fees | 69,399 | 77,071 | (7,672) | (10.0) | % | ||||||||||||||||||
| Event revenues & other | 16,282 | 18,837 | (2,555) | (13.6) | % | ||||||||||||||||||
| Net revenue | $ | 374,371 | $ | 449,674 | $ | (75,303) | (16.7) | % | |||||||||||||||
(1) Effective January 1, 2025, segment information for the prior periods has been recast in this Annual Report on Form 10-K to include reclassification of a portion of revenues from our connected TV offering from the Digital segment to the Cable Television segment.
Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities.
Within our Digital segment, Interactive One generates the majority of the Company's digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.
Our Cable Television segment generates the Company's cable television revenue and derives its revenue principally from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. Our Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company's programming under the terms of the distribution contracts.
Expenses
Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. We strive to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider ("ISP") hosting services and other internet content delivery expenses. Major expenses for our Cable Television business include content acquisition and amortization, sales and marketing.
We generally incur marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.
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URBAN ONE, INC. AND SUBSIDIARIES
RESULTS OF OPERATIONS
The following table summarizes our historical consolidated results of operations:
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 (in thousands)
| Years Ended December 31, | |||||||||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||||||||
| Net revenue | $ | 374,371 | $ | 449,674 | $ | (75,303) | (16.7) | % | |||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Programming and technical, excluding stock-based compensation | 125,396 | 135,235 | (9,839) | (7.3) | % | ||||||||||||||||||
|
Selling, general and administrative, excluding stock-based compensation(a)
|
207,300 | 224,837 | (17,537) | (7.8) | % | ||||||||||||||||||
| Stock-based compensation | 1,907 | 5,716 | (3,809) | (66.6) | % | ||||||||||||||||||
| Depreciation and amortization | 18,073 | 7,716 | 10,357 | *NM | |||||||||||||||||||
| Impairment of goodwill and intangible assets | 191,816 | 151,755 | 40,061 | 26.4 | % | ||||||||||||||||||
| Total operating expenses | 544,492 | 525,259 | 19,233 | 3.7 | % | ||||||||||||||||||
| Operating loss | (170,121) | (75,585) | (94,536) | *NM | |||||||||||||||||||
| Interest and investment income | 2,492 | 5,980 | (3,488) | (58.3) | % | ||||||||||||||||||
| Interest expense | (38,806) | (48,571) | 9,765 | (20.1) | % | ||||||||||||||||||
| Gain on retirement of debt | 44,009 | 23,271 | 20,738 | 89.1 | % | ||||||||||||||||||
| Other (expense) income, net | (463) | 896 | (1,359) | *NM | |||||||||||||||||||
| Loss from operations before benefit from (provision for) income taxes | (162,889) | (94,009) | (68,880) | 73.3 | % | ||||||||||||||||||
| Benefit from (provision for) income taxes | 16,010 | (9,759) | 25,769 | *NM | |||||||||||||||||||
| Net loss from consolidated operations | (146,879) | (103,768) | (43,111) | 41.5 | % | ||||||||||||||||||
| Loss from unconsolidated joint venture | - | (411) | 411 | *NM | |||||||||||||||||||
| Net loss | (146,879) | (104,179) | (42,700) | 41.0 | % | ||||||||||||||||||
| Net (loss) income attributable to non-controlling interests | (10) | 1,215 | (1,225) | *NM | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (146,869) | $ | (105,394) | $ | (41,475) | 39.4 | % | |||||||||||||||
*NM - Not meaningful
(a) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
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Net revenue
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 374,371 | $ | 449,674 | $ | (75,303) | (16.7) | % | |||||||||||||
During the year ended December 31, 2025, we recognized approximately $374.4 million in net revenue compared to approximately $449.7 million during the year ended December 31, 2024. These amounts are net of agency and outside sales representative commissions. We recognized approximately $139.1 million of revenue from our Radio Broadcasting segment during the year ended December 31, 2025, compared to approximately $165.8 million for the year ended December 31, 2024, a decrease of approximately $26.7 million. The decrease was primarily driven by weaker overall demand from national and local advertisers and non-returning political revenues. We recognized approximately $31.1 million of revenue from our Reach Media segment during the year ended December 31, 2025, compared to approximately $47.3 million for the year ended December 31, 2024, a decrease of approximately $16.1 million. The decrease was primarily driven by a decrease in syndicated revenue and event revenue. We recognized approximately $47.8 millionof revenue from our Digital segment during the year ended December 31, 2025, compared to $62.8 millionduring the year ended December 31, 2024, a decrease of approximately $15.0 million. The decrease was primarily driven by a decrease in direct revenue streams and a decrease in Reach and Radio national streaming revenue. We recognized approximately $159.0 million of revenue from our Cable Television segment during the year endedDecember 31, 2025, compared to $176.1 million during the year ended December 31, 2024, a decrease of approximately $17.1 million. The decrease was primarily drivenby the churn of subscribers and lower advertising sales.
Operating expenses
Programming and technical, excluding stock-based compensation
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 125,396 | $ | 135,235 | $ | (9,839) | (7.3) | % | |||||||||||||
Programming and technical expenses for the Radio Broadcasting segment include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution and broadcast of programming content on our radio stations. Expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $125.4 million for the year ended December 31, 2025 compared to approximately $135.2 million for the year ended December 31, 2024, decrease of approximately $9.8 million. The decrease in programming and technical expenses for the year ended December 31, 2025, compared to the same periodin 2024, was due to lower expenses across most segments. Expenses in our Digital segment decreased approximately $1.4 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily to lower headcount costs, lower rent expense, and lower video production costs. Expenses in our Reach Media segment decreased approximately $1.8 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily toa decrease in talent fees, decreased profit share, and decreased affiliate station compensation. Expenses in our Cable Television segment decreased approximately $6.7 million for the year ended December 31, 2025 compared to the year ended December 31, 2024 due primarily to lower programming asset amortization, lower headcount costs, and a reduction in program development write-offs. Expenses in our Radio Broadcasting segment decreased approximately $0.1 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily driven by higher music license expenses offset by lower headcount costs, barter expenses, and lower tower rental costs.
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Selling, general and administrative, excluding stock-based compensation
| Years Ended December 31, | Change | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 207,300 | $ | 224,837 | $ | (17,537) | (7.8) | % | |||||||||||||
Selling, general and administrative expenses include expenses associated with our sales departments, offices and facilities and personnel, marketing and promotional expenses, corporate costs, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors' data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include traffic acquisition costs for our Digital segment. Corporate expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.
Selling, general and administrative expenses were approximately $207.3 million for the year ended December 31, 2025 compared to $224.8 million for the year ended December 31, 2024, a decrease of approximately $17.5 million. Expenses in our Radio Broadcasting segment decreased by approximately $10.7 million for the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to lower revenue, lower headcount costs, lower facility and rental costs, lower national rep fees, and lower bank charges. Expenses in our Digital segment decreased approximately $2.5 million for the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to a decrease in traffic acquisition costs due to lower revenue, a decrease in sales production costs, a decrease in legal costs and lower headcount costs. Expenses in our Cable Television segment decreased approximately $4.7 million or the year ended December 31, 2025, compared to the year ended December 31, 2024 due primarily to the timing of media campaigns, fewer promotional event expenses, lower headcount costs, lower facility and rental costs, and a decrease in payroll expenses. Reach Media and Corporate selling, general and administrative expenses were primarily flat year-over-year.
Stock-based compensation
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 1,907 | $ | 5,716 | $ | (3,809) | (66.6) | % | |||||||||||||
Stock-based compensation expense was approximately $1.9 million for the year ended December 31, 2025 compared to approximately $5.7 million for the year ended December 31, 2024, a decrease of approximately $3.8 million. The decrease in stock-based compensation was primarily due to no executive grants being made during 2025.
Depreciation and amortization
| Years Ended December 31, | Change | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 18,073 | $ | 7,716 | $ | 10,357 | *NM | ||||||||||||||
Depreciation andamortization expense was approximately $18.1 million for the year ended December 31, 2025, compared to approximately $7.7 million for the year ended December 31, 2024, increase of approximately $10.4 million. This increase is primarily driven by the additional TV One Trade Name and radio broadcasting license amortization of approximately $11.6 million as described in Note12 - Goodwill, Net And Other Intangible Assets, Net,offset by lower depreciation expense for property and equipment.
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Impairment of goodwill and intangible assets
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 191,816 | $ | 151,755 | $ | 40,061 | 26.4 | % | |||||||||||||
Impairment of goodwill and intangible assets was approximately $191.8 million during the year ended December 31, 2025 compared to approximately $151.8 million for the year ended December 31, 2024, increase of approximately $40.1 million. See Note 12 - Goodwill, Net And Other Intangible Assets, Net of the Company's consolidated financial statements for further discussion.
Interest and investment income
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 2,492 | $ | 5,980 | $ | (3,488) | (58.3) | % | |||||||||||||
Interest and investment income was approximately $2.5 million for the year ended December 31, 2025compared to approximately $6.0 million for the year ended December 31, 2024, a decrease of approximately $3.5 million. The decrease was primarily due to lower interest-bearing cash and cash equivalents balances during the year ended December 31, 2025, than in the corresponding period in 2024.
Interest expense
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | (38,806) | $ | (48,571) | $ | 9,765 | (20.1) | % | |||||||||||||
Interest expense decreased to approximately $38.8 million for the year ended December 31, 2025, compared to approximately $48.6 million for the year ended December 31, 2024, decrease of approximately $9.8 million. The decrease is due to lower overall debt balances outstanding. See Note 13 - Debt of the Company's consolidated financial statements for further discussion.
Gain on retirement of debt
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 44,009 | $ | 23,271 | $ | 20,738 | 89.1 | % | |||||||||||||
Gain on retirement of debt was approximately $44.0 million for the year ended December 31, 2025 compared to approximately $23.3 million for the year ended December 31, 2024, an increase of approximately $20.7 million. As discussed above, during the year ended December 31, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6%of par, resulting in a net gain on retirement of debt of approximately $44.0 million. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par, resulting in a net gain on retirement of debt of approximately $23.3 million.
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Benefit from (provision for) income taxes
| Years Ended December 31, |
Change
|
|||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | 16,010 | $ | (9,759) | $ | 25,769 | *NM | ||||||||||||||
For the year ended December 31, 2025, we recorded a benefit from income taxes of approximately $16.0 million on the pre-tax loss of $162.9 million resulting with an annual effective tax rate of 9.8%. The difference between the effective rate and the Company's statutory rate relates primarily to the effect of state taxes, changes in our valuation allowance, uncertain tax positions, and permanent differences associated with non-deductible officer compensation. For the year ended December 31, 2024, we recorded a provision for income taxes of approximately $9.8 million on pre-tax loss of $94.0 million resulting with an annual effective tax rate of (10.4)%. The difference between the effective rate and the Company's statutory rate relates primarily to the effect of state taxes, changes in our valuation allowance, uncertain tax positions, and permanent differences associated with non-deductible officer compensation.
Net (loss) income attributable to non-controlling interests
| Years Ended December 31, | Change | |||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||
| $ | (10) | $ | 1,215 | $ | (1,225) | *NM | ||||||||||||||
Net loss attributable to non-controlling interests decreased by approximately $1.2 million. The change was primarily driven by the decreased profitability in the Reach Media business compared to the year ended December 31, 2024.
Key Performance Indicators and Non-GAAP Financial Measures
The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP. We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business.
Measurement of Performance
We monitor and evaluate the growth and operational performance of our business using net income and the following key metrics:
(a)Net revenue: The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue. Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenue is recognized in the period in which advertisements are broadcast. Net revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events, and other revenue. Net revenue is recognized for our online business as impressions are delivered. Net revenue is recognized for our Cable Television business as advertisements are run or impressions delivered, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support.
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(b)Broadcast and digital operating income: The radio broadcasting industry commonly refers to "station operating income" which consists of net loss before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term "broadcast and digital operating income." Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to "station operating income" or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.
Broadcast and digital operating income decreased to approximately $92.4 million for the year ended December 31, 2025, compared to approximately $140.2 millionfor the year ended December 31, 2024, a decrease of approximately $47.7 millionor (34.1)%. This decrease was due to lower broadcast and digital operating income at each of our segments except our Cable Television segment. Our Radio Broadcasting segment generated approximately $21.2 million of broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $39.2 millionduring the year ended December 31, 2024, primarily due to lower radio and political revenues offset by lower selling, general and administrative expenses. Reach Media generated approximately $1.4 millionof broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $15.5 millionduring the year ended December 31, 2024, primarily due to lower advertising and political revenues offset by lower programming and technical expenses. Our Digital segment generated approximately $2.4 millionof broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $18.1 millionduring the year ended December 31, 2024, primarily due to lower digital advertising revenues offset by lower programming and technical and selling, general and administrative expenses. Finally, our Cable Television segment generated approximately $67.5 millionof broadcast and digital operating income during the year ended December 31, 2025, compared to approximately $67.0 millionduring the year ended December 31, 2024, primarily due to lower programming and technical and selling, general and administrative expenses.
(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill and intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate costs, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as "EBITDA." Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company's operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an "all other" category which the Company refers to as "All other - corporate/eliminations." Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
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Summary of Performance
The table below provides a summary of our performance based on the metrics described above:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net revenue | $ | 374,371 | $ | 449,674 | |||||||
| Broadcast and digital operating income | 92,442 | 140,181 | |||||||||
| Adjusted EBITDA | 56,657 | 103,463 | |||||||||
| Net loss attributable to common stockholders | (146,869) | (105,394) | |||||||||
The reconciliation of net loss attributable to common stockholders to broadcast and digital operating income is as follows:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net loss attributable to common stockholders | $ | (146,869) | $ | (105,394) | |||||||
| Add back/(deduct) certain non-broadcast and digital operating income items included in net loss: | |||||||||||
| Interest and investment income | (2,492) | (5,980) | |||||||||
| Interest expense | 38,806 | 48,571 | |||||||||
| (Benefit from) provision for income taxes | (16,010) | 9,759 | |||||||||
|
Corporate selling, general and administrative expenses(1)
|
50,767 | 50,579 | |||||||||
| Stock-based compensation | 1,907 | 5,716 | |||||||||
| Gain on retirement of debt | (44,009) | (23,271) | |||||||||
| Other expense (income), net | 463 | (896) | |||||||||
| Loss from unconsolidated joint venture | - | 411 | |||||||||
| Depreciation and amortization | 18,073 | 7,716 | |||||||||
| Net (loss) income attributable to non-controlling interests | (10) | 1,215 | |||||||||
| Impairment of goodwill and intangible assets | 191,816 | 151,755 | |||||||||
| Broadcast and digital operating income | $ | 92,442 | $ | 140,181 | |||||||
(1) Corporate selling, general and administrative expenses consists of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.
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The reconciliation of net loss attributable to common stockholders to Adjusted EBITDA is as follows:
| Years Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net loss attributable to common stockholders | $ | (146,869) | $ | (105,394) | |||||||
| Add back/(deduct) certain Adjusted EBITDA items included in net loss: | |||||||||||
| Interest and investment income | (2,492) | (5,980) | |||||||||
| Interest expense | 38,806 | 48,571 | |||||||||
| (Benefit from) provision for income taxes | (16,010) | 9,759 | |||||||||
| Depreciation and amortization | 18,073 | 7,716 | |||||||||
| EBITDA | $ | (108,492) | $ | (45,328) | |||||||
| Stock-based compensation | 1,907 | 5,716 | |||||||||
| Gain on retirement of debt | (44,009) | (23,271) | |||||||||
| Other expense (income), net | 463 | (896) | |||||||||
| Loss from unconsolidated joint venture | - | 411 | |||||||||
| Net (loss) income attributable to non-controlling interests | (10) | 1,215 | |||||||||
|
Corporate costs(a)
|
2,211 | 8,658 | |||||||||
|
Litigation settlement costs(b)
|
3,078 | - | |||||||||
|
Debt refinancing costs(c)
|
7,698 | - | |||||||||
| Severance-related costs | 1,753 | 2,712 | |||||||||
| Impairment of goodwill and intangible assets | 191,816 | 151,755 | |||||||||
| Loss from ceased non-core business initiatives | 242 | 2,491 | |||||||||
| Adjusted EBITDA | $ | 56,657 | $ | 103,463 | |||||||
(a) Corporate costs primarily include professional fees and other nonrecurring items related to the material weakness remediation efforts.
(b) Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical period (see Note 17- Commitments And Contingencies).
(c) Debt refinancing costs include third-party transaction costs related to the First Lien Senior Secured Notes and Second Lien Senior Secured Notes. (see Note13 - Debt)
Liquidity and Capital Resources
Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance is approximately $26.4 million as of December 31, 2025. As of December 31, 2025, there were $10.0 million of borrowings outstanding on the Current ABL Facility (as defined below) which has up to $75.0 million in overall capacity (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Credit Facility). Subsequent to the drawdown, the Company's borrowing capacity was approximately $40.3 million as of December 31, 2025.
The Company regularly considers the impact of macroeconomic conditions on our business. Uncertainty in the macroeconomic environment with continued increases in inflation and interest rates, changes in governmental spending and its resulting impact on the national and more localized economies and banking volatility, may have an adverse effect on our revenues.
From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are usually retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company's outstanding debt and/or equity securities and other factors, and subject to restrictions under applicable law.
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On June 10, 2024, the Company's Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D Common Stock (collectively, the "2024 Stock Repurchase Program").
During the year ended December 31, 2025, the Company repurchased 85,188 shares of Class A Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $1.3 million, or an average price of $15.77 per share. 90,889 shares of Class A Common Stock that remained in Treasury Stock, at cost as of December 31, 2025. During the year ended December 31, 2024, the Company repurchased 285,084 shares of Class A Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $5.0 million, or an average price of $17.70 per share. 90,889 shares of Class A Common Stock remained in Treasury Stock, at cost as of December 31, 2024.
During the year ended December 31, 2025, the Company repurchased 113,575 shares of Class D Common Stock under the 2024 Stock Repurchase Program for an aggregate purchase price of approximately $0.8 million, or an average price of $7.30 per share. During the year ended December 31, 2025, the Company executed Stock Vest Tax Repurchases of 68,173 shares of Class D Common Stock for an aggregate purchase price of approximately $0.5 million, or an average price of $7.20 per share.
During the year ended December 31, 2024, the Company repurchased 119,161 shares of Class D Common Stock under the 2024 Stock Repurchase Program in the amount of approximately $1.4 million at an average price of $12.20 per share. During the year ended December 31, 2024, the Company executed Stock Vest Tax Repurchases of 42,597 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $32.00 per share.
The 2024 Stock Repurchase Program has been cancelled due to certain restrictions on stock repurchases that were imposed in connection with our December 2025 Refinancing. See Note 13 - Debtof our consolidated financial statements for further discussion.
On September 27, 2022, the Compensation Committee authorized the repurchase of up to $0.5 million worth of shares in the aggregate from employees who want to sell in connection with the Company's most recent employee stock grant (the "Stock Grant Repurchase Authorization"). During the year ended December 31, 2025, the Company did not repurchase any shares of Class A stock under the $0.5 million Stock Grant Repurchase Authorization. During the year ended December 31, 2025 the Company repurchased 9,898 shares of Class D Common Stock for approximately $0.1 million at an average price of $9.80 per share. During the year ended December 31, 2024, the Company did not repurchase any shares of Class A stock under the Stock Grant Repurchase Authorization. During the year ended December 31, 2024, the Company repurchased 18,450 shares of Class D Common Stock for approximately $0.3 million at an average price of $14.20 per share. After giving effect to the above transactions, the Stock Grant Repurchase Authorization has approximately $0.1 million remaining shares under the authorization.
All repurchase amounts reflected above (both the number of shares repurchased and repurchase prices) are reflective of the reverse stock split effective January 22, 2026. See Note 15 - Stockholders Equityof our consolidated financial statements for further information on our common stock and stock repurchase plan.
On January 25, 2021, the Company closed on an offering of $825.0million in aggregate principal amount of 7.375% Senior Secured Notes due 2028 (the "2028 Notes") in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The 2028 Notes are general senior secured obligations of the Company and are guaranteed on a senior secured basis by certain of the Company's direct and indirect restricted subsidiaries. The 2028 Notes mature on February 1, 2028 and interest on the Notes accrues and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on August 1, 2021 at the rate of 7.375% per annum. On December 18, 2025, the Company completed, among other transactions, an exchange offer and consent solicitation for the 2028 Notes (the "Exchange Offer and Consent Solicitation") in connection with a refinancing transaction (the "2025 Refinancing"). As a result of the 2025 Refinancing (as defined in Note 13- Debt), as of December 31, 2025, there were approximately $11.8 million of the 2028 Notes outstanding. See Note 19 - Subsequent Eventsfor additional repurchase of the 2028 Notes.
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Prior to the 2025 Refinancing, the 2028 Notes and the guarantees were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by substantially all of the Company's and the guarantors' current and future property and assets (other than accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets that secure our asset-backed revolving credit facility on a first priority basis, including the capital stock of each guarantor and (ii) on a second priority basis by collateral securing our asset backed credit facility. However, as a result of the exchange offer and consent solicitation in connection with the 2025 Refinancing, these protections were largely removed from the 2028 Notes.
During the year ended December 31, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par. The Company recorded a net gain on retirement of debt of approximately $44.0 million during the year ended December 31, 2025. During the year ended December 31, 2024, the Company repurchased approximately $140.4 million of its 2028 Notes at an average price of approximately 82.3% of par. The Company recorded a net gain on retirement of debt of approximately $23.3 million for the year ended December 31, 2024. See Note 13 - Debtof our consolidated financial statements for further information on liquidity and capital resources in the footnotes to the consolidated financial statements.
As noted above, on December 18, 2025, the Company completed the 2025 Refinancing. As a part of the 2025 Refinancing, the Company issued $291.0 million aggregate principal amount of 7.625% Second Lien Senior Secured Notes due 2031 (the "2031 Second Lien Notes"). The 2031 Second Lien Notes and cash were issued in the Exchange Offer and Consent Solicitation for the 2028 Notes for the 2031 Second Lien Notes.
The 2031 Second Lien Notes were issued pursuant to an Indenture, dated December 18, 2025 (the "2031 Second Lien Notes Indenture"), among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2031 Second Lien Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act. The 2031 Second Lien Notes pay interest semiannually in arrears.
At any time, the Company may redeem all or a part of the 2031 Second Lien Notes at a redemption price equal to 100.0% of the principal amount of the 2031 Second Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
Upon a Change of Control (as defined in the 2031 Second Lien Notes Indenture) the Company will be required to make an offer to purchase all of the 2031 Second Lien Notes, at an offer price equal to 101% of the aggregate principal amount of 2031 Second Lien Notes plus accrued and unpaid interest, if any, to but excluding the date of repurchase (a "2031 Second Lien Notes Change of Control Offer"). If not less than 90% in aggregate principal amount of the 2031 Second Lien Notes outstanding are purchased pursuant to a 2031 Second Lien Notes Change of Control Offer by the Company or a third party, the Company or such third party will have the right to redeem all 2031 Second Lien Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
The 2031 Second Lien Notes and related guarantees are the Company's and the guarantors' respective senior secured obligations and are secured on a second-lien priority basis by the collateral (and on a third-lien basis by the ABL Priority Collateral (as defined in the 2030 First Lien Notes Indenture) owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and the intercreditor agreements (the "Intercreditor Agreements") providing for the relative priorities of the respective security interests in the assets securing the 2031 Second Lien Notes, the 2030 First Lien Notes (as defined below), obligations under the Current ABL Facility (as defined below) and any future secured debt of the Company and guarantors, and certain other matters relating to the administration of security interests. The 2031 Second Lien Notes are guaranteed by the Company and each of the Company's material subsidiaries. Under the terms of the 2031 Second Lien Notes Indenture and subject to the Intercreditor Agreements, the 2031 Second Lien Notes and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including the obligations of the Company and the guarantors under the 2030 First Lien Notes and the Current ABL Facility and rank senior in right of payment to any future subordinated indebtedness of the Company and each guarantor. The 2031 Second Lien Notes and related guarantees are effectively senior to any unsecured indebtedness of the Company and each guarantor and, subject to the Intercreditor Agreements, indebtedness of the Company and each guarantor secured by liens junior to the liens securing the 2031 Second Lien Notes.
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The 2031 Second Lien Notes Indenture contains covenants that limit the Company's (and its restricted subsidiaries') ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries' ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or its subsidiaries' assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.
First Lien Notes
As a part of the 2025 Refinancing, on December 18, 2025, the Company issued $60.6 million aggregate principal amount of 10.500% First Lien Senior Secured Notes due 2030 (the "2030 First Lien Notes"). The 2030 First Lien Notes were issued pursuant to an Indenture, dated as of December 18, 2025 (the "2030 First Lien Notes Indenture") among the Company, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent. The 2030 First Lien Notes pay interest semiannually in arrears. The 2030 First Lien Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act, and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.
The 2030 First Lien Notes may be redeemed by the Company in whole or in part, at any time on and after April 1, 2028 at the redemption prices set forth in the 2030 First Lien Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Prior to April 1, 2028, the Company may redeem the 2030 First Lien Notes in whole or in part, at its option, upon not less than ten (10) nor more than sixty (60) days' prior notice at a redemption price equal to 100% of the principal amount of such 2030 First Lien Notes, plus the relevant Applicable Premium (as defined in the 2030 First Lien Notes Indenture), and accrued and unpaid interest, if any, to, but excluding, the redemption date; provided that at any time and from time to time prior to April 1, 2028, the Company may redeem up to 10% of the principal amount of the 2030 First Lien Notes in whole or in part, at its option, upon not less than ten (10) days' nor more than sixty (60) days' prior notice at a redemption price equal to 105% of the principal amount of such 2030 First Lien Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, at any time and from time to time prior to April 1, 2028, the Company may redeem the 2030 First Lien Notes with the Net Cash Proceeds (as defined in the 2030 First Lien Notes Indenture) received by the Company from any Equity Offering (as defined in the 2030 First Lien Notes Indenture) at a redemption price equal to 107.375% plus accrued and unpaid interest to, but excluding, the redemption date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the 2030 First Lien Notes (including Additional First Lien Notes (as defined in the 2030 First Lien Notes Indenture)), subject to certain conditions. Further, the Company may redeem all, but not less than all, of the outstanding 2030 First Lien Notes at a redemption price equal to 100.000% plus accrued and unpaid interest to, but excluding, the redemption date, if such redemption occurs in connection with, and subject to the consummation of, a Specified Acquisition Transaction (as defined in the 2030 First Lien Notes Indenture).
Upon a Change of Control (as defined in the 2030 First Lien Notes Indenture), the Company will be required to make an offer to purchase all of the 2030 First Lien Notes, at an offer price equal to 101% of the aggregate principal amount of 2030 First Lien Notes plus accrued and unpaid interest, if any, but excluding the date of repurchase (a "2030 First Lien Notes Change of Control Offer"). If not less than 90% in aggregate principal amount of the 2030 First Lien Notes outstanding are purchased pursuant to a 2030 First Lien Notes Change of Control Offer by the Company or a third party, the Company or such third party will have the right, upon not less than thirty (30) days' nor more than sixty (60) days' prior notice, given not more than thirty (30) days following such purchase pursuant to the 2030 First Lien Notes Change of Control Offer, to redeem all 2030 First Lien Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
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The 2030 First Lien Notes and related guarantees are the Company's and the guarantors' respective senior secured obligations and are secured on a first-lien priority basis by the collateral (and on a second-lien priority basis by the ABL Priority Collateral (as defined in the 2030 First Lien Notes Indenture)), owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and the Intercreditor Agreements providing for the relative priorities of the respective security interests in the assets securing the 2030 First Lien Notes, the 2031 Second Lien Notes, obligations under the Current ABL Facility and any future junior lien debt of the Company and the guarantors, and certain other matters relating to the administration of security interests. The 2030 First Lien Notes are guaranteed by the Company and each of the guarantors. Under the terms of the 2030 First Lien Notes Indenture and subject to the Intercreditor Agreements, the 2030 First Lien Notes and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness (including the 2031 Second Lien Notes and obligations under the Current ABL Facility, as applicable) of the Company and each guarantor and senior in right of payment to any future subordinated indebtedness of the Company and each guarantor, if any. The 2030 First Lien Notes and the guarantees are effectively senior to any unsecured indebtedness of the Company and each guarantor and subject to the Intercreditor Agreements, to indebtedness of the Company and each guarantor secured by liens junior to the liens securing the 2030 First Lien Notes.
The 2030 First Lien Notes Indenture contains covenants that limit the Company's (and its restricted subsidiaries') ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries' ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or its subsidiaries' assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.
The net proceeds from the offering of the 2030 First Lien Notes, along with cash on hand, were used to purchase $185.0 million of validly tendered 2028 Notes at a purchase price of $111.0 million and $1.1 million consent fee in cash, pay accrued and unpaid interest on the 2028 Notes accepted for exchange or purchase, as applicable, and other various fees and expenses related to the offers and the remainder, if any, for general corporate purposes.
Asset Backed Line of Credit
On February 19, 2021, the Company closed on an asset backed credit facility (the "2021 ABL Facility"). The 2021 ABL Facility is governed by a credit agreement by and among the Company, the other borrowers party thereto, the lenders party thereto from time to time and Bank of America, N.A., as administrative agent. The 2021 ABL Facility provides for up to $50.0 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The 2021 ABL Facility also provided for a letter of credit facility up to $5.0 million as a part of the overall $50.0 million in capacity.
At the Company's election, the interest rate on borrowings under the 2021 ABL Facility were based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2021 ABL Facility) or (ii) until execution of the Waiver and Amendment (as defined below) took effect, the then applicable margin relative to the London Interbank Offer Rate, ("LIBOR Loan") (as defined in the 2021 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.
On April 30, 2023, the Company entered into a waiver and amendment (the "Waiver and Amendment") to the 2021 ABL Facility. The Waiver and Amendment waived certain events of default under the 2021 ABL Facility related to the Company's failure to timely deliver certain Annual Financial Deliverables for the fiscal year ended December 31, 2022. Additionally, under the Waiver and Amendment, the 2021 ABL Facility was amended to provide that from and after the date thereof, any request for a new LIBOR Loan (as defined in the Current ABL Facility), for a continuation of an existing LIBOR Loan (as defined in the 2021 ABL Facility) or for a conversion of a Loan to a LIBOR Loan (as defined in the 2021 ABL Facility) would be deemed to be a request for a loan bearing interest at Term SOFR (as defined in the Amended 2021 ABL Facility) (the "SOFR Interest Rate Change").
Advances under the 2021 ABL Facility were limited to (a) eighty-five percent (85.0)% of the amount of Eligible Accounts (as defined in the 2021 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2021 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2021 ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the 2021 ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.
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All obligations under the 2021 ABL Facility were secured by a first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, and (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2021 ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.
The 2021 ABL Facility matured on the earlier to occur of (a) the date that is 5 years from the effective date of the 2021 ABL Facility, and (b) 91 days prior to the maturity of the Company's then outstanding 2028 Notes. The 2021 ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the 2021 ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.
As a part of and to facilitate the 2025 Refinancing (as defined in Note 13 - Debt), the Company entered into an amended and restated ABL facility pursuant to an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the "2025 ABL Facility"), which amended and restated the 2021 ABL Facility.
On February 9, 2026, the Company entered into a First Amendment to Amended and Restated Credit Agreement (the "Current ABL Facility") which, through further amendment and restatement, made certain clarifying amendments to the 2025 ABL Facility. The Current ABL Facility clarified the maturity date of the 2025 ABL Facility and defines the "Maturity Date" to mean the earlier to occur of (a) December 18, 2030, (b) the date that is ninety-one (91) days prior to the maturity or expiration date applicable to any Material Indebtedness (other than the 2028 Notes) and (c) the date on which the 2028 Notes Non-Springing Maturity Condition fails to be true.
The Current ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Credit Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility.
The Current ABL Facility and related guarantees are the Company's and the guarantors' respective senior secured obligations and are secured on a first lien priority basis by the ABL Priority Collateral and a junior lien priority basis by all other collateral, in each case, owned by the Company and each guarantor, subject to certain exceptions, limitations, permitted liens and an Intercreditor Agreements providing for the relative priorities of the respective security interests in the assets securing the ABL Priority Collateral, the 2030 First Lien Notes, the 2031 Second Lien Notes and any future junior lien debt of the Company and the guarantors, and certain other matters relating to the administration of security interests. The obligations under the Current ABL Facility are guaranteed by the Company and each of the guarantors. Under the terms of the Current ABL Facility and subject to Intercreditor Agreements, the obligations and related guarantees rank pari passu in right of payment with all existing and future senior indebtedness of the Company and the guarantors, including the obligations of the Company and the guarantors under the 2030 First Lien Notes and the 2031 Second Lien Notes, and rank senior in right of payment to any future subordinated indebtedness of the Company and each guarantor. The obligations under the Current ABL Facility are effectively senior to any unsecured indebtedness of the Company and each guarantor and, subject to the Intercreditor Agreements, indebtedness of the Company and each guarantor secured by liens junior to the liens securing the obligations under the Current ABL Facility.
The Current ABL Facility contains covenants that limit the Company's (and its restricted subsidiaries') ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries' ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company's or its subsidiaries' assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; issue or sell stock of such subsidiaries; and consummate certain liability management transactions.
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The following table summarizes the interest rates in effect with respect to our debt as of December 31, 2025:
| Type of Debt |
Amount Outstanding |
Contractual Interest Rate |
|||||||||
| (in thousands) | |||||||||||
| 7.375% Senior Secured Notes due February 2028 | $ | 11,816 | 7.375 | % | |||||||
| 10.500% First Lien Senior Secured Notes due 2030 | 60,600 | 10.500 | % | ||||||||
| 7.625% Second Lien Secured Notes due 2031 | 291,020 | 7.625 | % | ||||||||
| Short-term borrowings under the Current ABL Facility | 10,000 | 5.800 | % | ||||||||
The following table provides a summary of our statements of cash flows for the years ended December 31, 2025and 2024:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| (in thousands) | |||||||||||
| Net cash flows provided by operating activities | $ | 4,160 | $ | 37,478 | |||||||
| Net cash flows used in investing activities | (10,322) | (1,643) | |||||||||
| Net cash flows used in financing activities | (105,054) | (131,831) | |||||||||
Net cash flows provided by operating activities were approximately $4.2 million and $37.5 million for the years ended December 31, 2025 and 2024, respectively. Cash flow from operating activities for the year ended December 31, 2025, decreased from the prior year primarily due to decreased profitability, timing of interest payments on the 2028 Notes due to the 2025 Refinancing and payment of the non-recurring debt refinancing costs.
Net cash flows used in investing activities were approximately $10.3 million and $1.6 million for the years ended December 31, 2025 and 2024, respectively. Net cash flows used in investing activities increased from the prior year primarily due to the cash receipts on disposition of station for approximately $5.6 million in the prior year. Additionally, we had capital expenditures of approximately $10.1 million and $7.2 million for the year ended December 31, 2025 and 2024, respectively.
Net cash flows used in financing activities were approximately $105.1 million and $131.8 million for the years ended December 31, 2025 and 2024, respectively. The decrease in net cash flow used in financing activities is driven primarily by the decrease in common stock and debt repurchase activity. We repurchased approximately $2.8 million and $8.1 million of our Class A and D Common Stock during the years ended December 31, 2025 and 2024, respectively.
During the years ended December 31, 2025 and 2024, the Company paid approximately $51.9 million and $115.6 million, respectively, to repurchase approximately $96.7 million and $140.4 million of our 2028 Notes. In addition, on December 18, 2025, the Company completed a tender and exchange offer, which resulted in a total cash outflows of $56.2 million, net of debt issuance costs. Furthermore, the Company drew $10.0 million on the Amended and Restated ABL Credit Agreement, which remains outstanding with a 3 - month maturity as of December 31, 2025.
Credit Rating Agencies
On a continuing basis, Standard and Poor's and other rating agencies may evaluate our indebtedness in order to assign a credit rating. Our corporate credit ratings by Standard & Poor's Rating Services are speculative-grade and have been downgraded and upgraded at various times during the last several years. Reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us, or increase our cost of doing business or otherwise negatively impact our business operations.
Recent Accounting Pronouncements
See Note 2 - Summary Of Significant Accounting Policiesof our consolidated financial statements for a summary of recently issued accounting pronouncements not yet adopted and recently adopted accounting pronouncements.
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CRITICAL ACCOUNTING ESTIMATES
Our accounting policies are described in Note 2 - Summary Of Significant Accounting Policiesof our consolidated financial statements. We prepare our consolidated financial statements in conformity with GAAP, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. We consider the following policies and estimates to be most critical in understanding the judgments involved in preparing our consolidated financial statements and the uncertainties that could affect our results of operations, financial condition, and cash flows.
Goodwill
Goodwill exists whenever the purchase price exceeds the fair value of tangible and identifiable intangible net assets acquired in business combinations. The Company assesses our goodwill for impairment at the reporting unit level. A reporting unit is an operating segment or a business one level below that operating segment if discrete financial information is available. We account for goodwill and broadcasting licenses under Accounting Standards Codification ("ASC") 350, "Intangibles - Goodwill and Other", ("ASC 350") which requires the Company to test goodwill at the reporting unit level on October 1 of each year, or more frequently when events or circumstances indicate that impairment may have occurred.
Impairment exists when the asset carrying values exceed their respective fair values. The excess is recorded to operations as an impairment charge. In testing for goodwill impairment, the Company uses a weighting of the income and market approaches. The income approach estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenues and projected revenues, operating profit margins, and discount rates. Additionally, the Company utilizes a market value approach to supplement the discounted cash flow model. The market value approach utilizes average EBITDA multiples from guideline public companies. The Company performs a market-based analysis by comparing the estimated fair value of the reporting units to the market capitalization of the Company. The Company recognizes an impairment charge to operations in the amount that the reporting unit's carrying value exceeds its fair value. Any impairment charge recognized cannot exceed the total amount of goodwill allocated to the reporting unit.
We believe our estimates of the fair value of our reporting units are critical accounting estimates as the value is significant in relation to our total assets, and our estimate of the value uses judgmental assumptions that incorporate variables based on past experiences and expectations about future operating performance. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and estimates and market factors. While we believe we have made reasonable estimates and assumptions to calculate the fair values, changes in any one estimate, assumption or a combination of estimates and assumptions, or changes in certain events or circumstances (including uncontrollable events and circumstances resulting from continued deterioration in the economy or credit markets) could require us to assess recoverability of our trade name, radio broadcasting licenses, and goodwill at times other than our annual October 1 assessments, and could result in changes to our estimated fair values and further write-downs to the carrying values of these assets. Impairment charges are non-cash in nature, and as with current and past impairment charges, any future impairment charges will not impact our cash needs or liquidity or our bank ratio covenant compliance.
Radio Market Reporting Units
On July 1, 2025, the Company determined the components of our Radio Broadcasting operating segment represent a single reporting unit. The change was primarily driven by the continued integration of the individual markets under a centralized leadership structure resulting in interdependent processes across Radio Broadcasting. Prior to July 1, 2025, the Company considered each of the thirteen Radio Markets separate reporting units.
The Company noted a continued decline in revenues in the Radio Market reporting units, indicating that it was more likely than not that the reporting units were impaired. Therefore, the Company performed a quantitative impairment assessment on the Radio Market reporting units to determine whether it was impaired as of May 31, 2025. Based on these analyses, the Company recognized an impairment loss of approximately $3.9 million associated with the Radio Broadcasting reporting units, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2025.
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Below are the key assumptions used in the income approach model for estimating the fair value of the Radio Market reporting units in the most recent interim impairment assessment performed as of May 31, 2025.
| Goodwill (Radio Market Reporting Units) | As of May 31, 2025 | ||||
| Discount rate |
9.5%
|
||||
| Projected revenues assumption rate range |
(34.5)% - 53.1%
|
||||
| Terminal rates range |
(25.0)% - (8.0)%
|
||||
| Operating profit margins range |
(4.9)% - 43.1%
|
||||
To the extent that there is a potential recession that further disrupts the economic environment impacting the financial performance or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the Company's reporting units.
The following table presents sensitivity analyses for goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting units terminal rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of the reporting units.
|
Hypothetical Increase in the Recorded Impairment Charge as of May 31, 2025 |
||||||||
| Goodwill | ||||||||
| (in millions) | ||||||||
| Impairment Charge Recorded: | ||||||||
| Radio Market Reporting Units | $ | 3.9 | ||||||
| Hypothetical Change for Radio Market Reporting Units: | ||||||||
| A 100-basis point decrease in radio industry terminal rates | $ | 1.0 | ||||||
| A 100-basis point decrease in operating profit margin in the projection period | 1.0 | |||||||
| A 100-basis point increase in the applicable discount rate | 1.5 | |||||||
| A 5.0% reduction in the fair value of the Radio Market Reporting Units | 3.3 | |||||||
| A 10.0% reduction in the fair value of the Radio Markets Reporting Units | 6.7 | |||||||
On July 1, 2025, we determined the components of our Radio Broadcasting segment represent a single reporting unit. The change was primarily driven by the continued integration of the individual markets under a centralized leadership structure resulting in interdependent processes across Radio Broadcasting. The Company utilized a quantitative impairment assessment immediately before the change and performed a qualitative assessment immediately thereafter.
The Company performed an annual qualitative impairment assessment as of October 1, 2025 over Radio Broadcasting. The Company evaluated various factors, events or circumstances, including macroeconomic conditions, industry and market considerations, overall financial performance and other relevant reporting unit specific events.Based on the qualitative impairment assessment performed, no goodwill impairment losses were recognized.
See Note 12 - Goodwill, Net And Other Intangible Assets, Net, of our consolidated financial statements for further discussion.
Digital Reporting Unit
The Company noted a continued decline in revenues in the Digital reporting unit, indicating that it was more likely than not that the Digital reporting unit was impaired. Therefore, the Company performed a quantitative impairment assessment for the Digital reporting unit to determine whether it was impaired as of May 31, 2025. Based on these analyses, the Company recognized an impairment loss of approximately $6.6 million associated with the Digital reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2025.
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Below are the key assumptions used in the income approach model for estimating the fair value of the Digital reporting unit in the most recent interim impairment assessment performed as of May 31, 2025.
| Goodwill (Digital Reporting Unit) | As of May 31, 2025 | ||||
| Discount rate | 9.5% | ||||
| Projected revenues assumption rate range | (34.5)% - 53.1% | ||||
| Operating profits margins range | (4.9)% - 43.1% | ||||
The following table presents sensitivity analysis for the Digital reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and 10% reduction in fair value of the Digital reporting unit.
|
Hypothetical Increase in the Recorded Impairment Charge as of May 31, 2025 |
||||||||
| Goodwill | ||||||||
| (in millions) | ||||||||
| Impairment Charge Recorded: | ||||||||
| Digital Reporting Unit | $ | 4.9 | ||||||
| Hypothetical Change for Digital Reporting Unit | ||||||||
| A 100 basis point decrease in the digital industry terminal rates | $ | 0.4 | ||||||
| A 100 basis point decrease in the applicable operating profit margin | 1.7 | |||||||
| A 100 basis point increase in the applicable discount rate | 0.6 | |||||||
| A 5.0% reduction in the fair value of Digital Reporting Unit | 0.7 | |||||||
| A 10.0% reduction in the fair value of Digital Reporting Unit | 1.5 | |||||||
The Company performed an annual impairment assessment as of October 1, 2025 for the Digital reporting unit. Based on the impairment assessment performed, the Company performed a quantitative assessment for the Digital reporting unit. Based on the quantitative assessment, the Company recorded impairment losses of approximately $1.7 million to reduce the carrying value of our Digital goodwill balances.
See Note12- Goodwill, Net And Other Intangible Assets, Net, of our consolidated financial statements for further discussion.
Cable Television Reporting Unit
The Company performed an annual qualitative impairment assessment as of October 1, 2025 over Cable Television. The Company evaluated various factors, events or circumstances, including macroeconomic conditions, industry and market considerations, overall financial performance and other relevant reporting unit specific events.Based on the qualitative impairment assessment performed, no goodwill impairment losses were recognized.
As of December 31, 2025, the Company noted a continued decline in revenue, forecasted revenue growth and operating profit margin brought on by declining industry and macro-economic conditions in the Cable Television reporting unit, indicating that it was more likely than not that the Cable Television reporting unit was impaired. Therefore, the Company performed a quantitative impairment assessment for the Cable Television reporting unit to determine whether it was impaired as of December 31, 2025. Based on these analyses, the Company recognized an impairment loss of approximately $53.1 million associated with the Cable Television reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2025.
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Below are the key assumptions used in the income approach model for estimating the fair value of the Cable Television reporting unit in the most recent interim impairment assessment performed as of December 31, 2025.
| Goodwill (Cable Television Reporting Unit) | As of December 31, 2025 | ||||
| Discount rate | 14.0 | % | |||
| Operating profit margins range | 20.0% - 33.9% | ||||
| Projected revenues assumption rate range | (6.7)% - (2.0)% | ||||
| Market Approach - average recurring EBITDA multiple | 4.1x | ||||
The following table presents sensitivity analysis for the Cable Television reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and a 10% reduction in fair value of the Cable Television reporting unit.
|
Hypothetical Increase in the Recorded Impairment Charge as of December 31, 2025 |
||||||||
| Goodwill | ||||||||
| (in millions) | ||||||||
| Impairment Charge Recorded: | ||||||||
| Cable Television Reporting Unit | $ | 53.1 | ||||||
| Hypothetical Change for Cable Television Reporting Unit | ||||||||
| A 100 basis point decrease in the television industry terminal rates | $ | 2.0 | ||||||
| A 100 basis point decrease in the applicable operating profit margin | 3.0 | |||||||
| A 100 basis point increase in the applicable discount rate | 5.0 | |||||||
| A 5.0% reduction in the fair value of Cable Television Reporting Unit | 11.6 | |||||||
| A 10.0% reduction in the fair value of Cable Television Reporting Unit | 23.1 | |||||||
See Note 12- Goodwill, Net And Other Intangible Assets, Net, of our consolidated financial statements for further discussion.
Reach Media Reporting Unit
The Company performed an annual qualitative impairment assessment as of October 1, 2025 over Reach Media. The Company evaluated various factors, events or circumstances, including macroeconomic conditions, industry and market considerations, overall financial performance and other relevant reporting unit specific events.Based on the qualitative impairment assessment performed, no goodwill impairment losses were recognized.
As of December 31, 2025, the Company noted a continued decline in revenues and operating profit margin in the Reach Media reporting unit, indicating that it was more likely than not that the Reach Media reporting unit was impaired. Therefore, the Company performed a quantitative impairment assessment for the Reach Media reporting unit to determine whether it was impaired as of December 31, 2025. Based on these analyses, the Company recognized an impairment loss of approximately $0.5 million associated with the Reach Media reporting unit, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the year ended December 31, 2025.
Below are the key assumptions used in the income approach model for estimating the fair value of the Reach Media reporting unit in the most recent interim impairment assessment performed as of December 31, 2025.
| Goodwill (Reach Media Reporting Unit) | As of December 31, 2025 | ||||
| Discount rate | 15.0 | % | |||
| Projected revenues assumption rate range | (0.5)% - 2.5% | ||||
| Operating profit margins range | 7.0% - 9.3% | ||||
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The following table presents sensitivity analysis for the Reach Media reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and 10% reduction in fair value of the Reach Media reporting unit:
|
Hypothetical Increase in the Recorded Impairment Charge as of December 31, 2025 |
||||||||
| Goodwill | ||||||||
| (in millions) | ||||||||
| Impairment Charge Recorded: | ||||||||
| Reach Media Reporting Unit | $ | 0.5 | ||||||
| Hypothetical Change for Reach Media Reporting Unit | ||||||||
| A 100 basis point decrease in the Reach Media industry terminal rates | $ | 0.5 | ||||||
| A 100-basis point decrease in operating profit margin in the projection period | 2.0 | |||||||
| A 100 basis point increase in the applicable discount rate | 1.0 | |||||||
| A 5.0% reduction in the fair value of Reach Media Reporting Unit | 1.2 | |||||||
| A 10.0% reduction in the fair value of Reach Media Reporting Unit | 2.4 | |||||||
See Note 12 - Goodwill, Net And Other Intangible Assets, Net, of our consolidated financial statements for further discussion.
Radio Broadcasting Licenses
As of March 31, 2025 and May 31, 2025, projected market revenues and operating profit margin declined creating a triggering event indicating that the fair value of certain of the Company's radio broadcasting licenses was more likely than not to be less than their carrying value.
To determine the fair value of the broadcasting licenses, the Company utilized the income approach which values a license by calculating the value of a hypothetical startup company that initially has no assets except the asset to be valued (the broadcasting license). The Company performed a discounted cash flow model for broadcasting licenses across relevant radio markets. The key assumptions used in the discounted cash flow model for broadcasting licenses include market revenues, projected revenues by markets, market shares, operating profit margins, and discount rates.
The Company recognized an impairment loss of approximately$6.4 millionassociated with five radio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the three months ended March 31, 2025.
The Company recognized an impairment loss of approximately $121.3 millionassociated with twelveradio markets within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statement of operations during the three months ended June 30, 2025.
During the year ended December 31, 2025 the Company recognized impairment loss of approximately $127.8 million within the Radio Broadcasting segment, included in impairment of goodwill and intangible assets, on the consolidated statements of operations.
Below are the key assumptions used in the income approach model for estimating the fair value of the broadcasting licenses for the thirteen radio markets in the interim impairment assessment performed as of May 31, 2025.
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|
Unit of Accounting(a)
|
Carrying Value (in millions) | Excess % FV over Carrying Value | Discount Rates |
Projected Revenues Assumptions |
Market Shares |
Operating Profit Margins | ||||||||||||||||||||||||||||||||
| 1 | $52.0 | Impaired | 9.5 | % | (1.5)% - 0.1% | 2.5% - 15.0% | 5.0% - 30.0% | |||||||||||||||||||||||||||||||
| 2 | 3.1 | 408.1% | 9.5 | % | (2.1)% - (0.4)% | 3.2% - 19.0% | 5.0% - 30.0% | |||||||||||||||||||||||||||||||
| 4 | 8.2 | Impaired | 9.5 | % | (1.3)% - 0.3% | 4.3% - 26.0% | 0.8% - 17.0% | |||||||||||||||||||||||||||||||
| 5 | 7.5 | Impaired | 9.5 | % | (2.3)% - (0.5)% | 1.2% - 7.0% | 2.5% - 15.0% | |||||||||||||||||||||||||||||||
| 6 | 6.9 | Impaired | 9.5 | % | (3.2)% - (0.5)% | 2.5% - 15.0% | 3.3% - 20.0% | |||||||||||||||||||||||||||||||
| 7 | 7.1 | Impaired | 9.5 | % | (2.2)% - (0.5)% | 2.0% - 12.0% | 2.5% - 15.0% | |||||||||||||||||||||||||||||||
| 8 | 13.0 | Impaired | 9.5 | % | (1.6)% - 0.0% | 0.8% - 5.0% | 2.5% - 15.0% | |||||||||||||||||||||||||||||||
| 10 | 93.0 | Impaired | 9.5 | % | (1.8)% - (0.1)% | 3.7% - 22.0% | 5.0% - 30.0% | |||||||||||||||||||||||||||||||
| 11 | 12.0 | Impaired | 9.5 | % | (1.9)% - (0.4)% | 5.5% - 33.0% | 2.8% - 17.0% | |||||||||||||||||||||||||||||||
| 12 | 9.8 | Impaired | 9.5 | % | (2.1)% - (0.4)% | 1.0% - 6.0% | 2.5% - 15.0% | |||||||||||||||||||||||||||||||
| 13 | 12.1 | Impaired | 9.5 | % | (1.7)% - (0.2)% | 2.8% - 17.0% | 1.7% - 20.0% | |||||||||||||||||||||||||||||||
| 14 | 1.6 | Impaired | 9.5 | % | (2.0)% - (0.5)% | 2.2% - 13.0% | 2.5% - 15.0% | |||||||||||||||||||||||||||||||
| 16 | 25.0 | Impaired | 9.5 | % | (1.9)% - (0.2)% | 2.3% - 14.0% | 2.7% - 20.0% | |||||||||||||||||||||||||||||||
(a)The units of accounting are not disclosed on a specific market basis in order not to make publicly available information that could be competitively harmful to the Company. Units of accounting, not presented in this table, were previously disposed of by the Company.
To the extent that there is a potential recession (local to any of the markets in which we operate or nationally) that further disrupts the economic environment impacting the financial performances, market shares, or changes in interest rates, these events could negatively affect the key assumptions and result in significantly lower fair value of the broadcasting licenses.
The following table presents sensitivity analyses for radio broadcasting licenses and goodwill of reporting units within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in industry or reporting unit terminal rates; (ii) a 100 basis point decrease in operating profit margins; (iii) a 100 basis point increase in the discount rate; and (iv) both a 5.0% and 10.0% reduction in the fair values of broadcasting licenses.
|
Hypothetical Increase in the Recorded Impairment Charge as of May 31, 2025 |
||||||||
|
Broadcasting Licenses |
||||||||
| (in millions) | ||||||||
| Impairment Charge Recorded: | ||||||||
| Radio Broadcasting Reporting Units | $ | 121.3 | ||||||
| Hypothetical Change for Radio Broadcasting Reporting Units: | ||||||||
| A 100-basis point decrease in operating profit margins in the projection period | $ | 11.8 | ||||||
| A 100-basis point increase in the applicable discount rates | 9.8 | |||||||
| A 5.0% reduction in the fair value of broadcasting licenses | 6.3 | |||||||
| A 10.0% reduction in the fair value of broadcasting licenses | 12.7 | |||||||
(a) Goodwill impairment charge applies only to further goodwill impairment and not to any potential license impairment that could result from changing other assumptions. If there is no incremental impairment, impact will be zero.
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Due to industry and macro-economic conditions along with ongoing declines in national and local radio listenership, and forecasted cash flows for Radio Broadcasting, the Company reassessed the useful life for the broadcasting licenses. As a result of the reassessment, the Company concluded that the useful life should change from indefinite-lived to finite-lived intangible assets effective June 1, 2025. The Company has adopted an accelerated amortization method and will amortize the assets with a carrying value of approximately $130.0 million as of June 1, 2025 over a 9-18 year period This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense of approximately $9.0 million included in depreciation and amortization, on the consolidated statements of operations for the year ended December 31, 2025.
See Note 12- Goodwill, Net And Other Intangible Assets, Net, of our consolidated financial statements for further discussion.
TV One Trade Name
Due to industry and macro-economic conditions along with ongoing subscriber churn, and forecasted cash flows for the Cable Television segment, the Company reassessed the useful life for the trade name TV One (the "TV One Trade Name"). As a result of the reassessment, the Company concluded that the useful life should change from indefinite-lived to a finite-lived intangible asset effective January 1, 2025. The Company has adopted an accelerated amortization method and started to amortize this asset with a carrying value of approximately $26.6 million as of January 1, 2025 over a 20-year period. This was considered a change in estimate, was accounted for prospectively, and resulted in amortization expense of approximately $2.5 million included in depreciation and amortization, on the consolidated statement of operations for the year ended December 31, 2025.
See Note 12- Goodwill, Net And Other Intangible Assets, Net, of our consolidated financial statements for further discussion.
Fair Value Measurements
The Company accounts for an award in the CEO's employment agreement (the "Employment Agreement") at fair value. According to the Employment Agreement, the CEO is eligible to receive an award (the "Employment Agreement Award") in an amount equal to approximately 4.2% of any proceeds from distributions or other liquidity events in excess of the return of the Company's aggregate investment in Cable Television. The Company's obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in Cable Television, and payment is required only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to such invested amount. The long-term portion of the award is recorded in other long-term liabilities, and the current portion is recorded in other current liabilities in the consolidated balance sheets. The CEO was fully vested in the award upon execution of the Employment Agreement, and the award lapses if the CEO voluntarily leaves the Company or is terminated for cause. In April 2024, the Compensation Committee of the Board of Directors of the Company approved terms for a new employment agreement with the CEO, which were effective January 2022, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement.
As a part of its 2025 Refinancing, the terms of the CEO's Employment Agreement were amended to limit his total cash compensation (the "Cash Compensation Limits"). The Cash Compensation Limits do not apply and are not operative for any fiscal year in which the Company's leverage ratio (as defined in the indenture governing the 2030 First Lien Notes) as of December 31 of such fiscal year is less than 4.75:1.00. The Cash Compensation Limits also do not limit any compensation paid to the CEO in the form of common stock. Finally, the Cash Compensation Limits terminate once certain original holders, and their respective affiliates no longer own any of the 2030 First Lien Notes.
The Company estimated the fair value of the Employment Agreement Award as of December 31, 2025 and 2024, at approximately $7.1millionand $10.4 million, respectively, and, accordingly, adjusted the liability to that amount. The fair value estimate incorporated a number of assumptions and estimates, including but not limited to projected revenues assumptions, future operating profit margins, discount rates, peer companies, average recurring EBITDA multiples and weighting of the income and market approach. As the Company will measure changes in the fair value of this award at each reporting period as warranted by certain circumstances, different estimates or assumptions may result in a change to the fair value of the award amount previously recorded.
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Content Assets
Content assets that are expected to be predominantly monetized on our networks with other programming are considered monetized as a group. Acquired programs' capitalized costs are amortized based on projected usage, generally resulting in an amortization pattern that is the greater of straight-line over the contract term or projected usage. Owned original programming (commissioned programming), including films and television series, are amortized on a straight-line or accelerated basis based on viewership patterns, not to exceed 10 years, or if still in production, 5 years from the delivery of the most recent episode, if later.
The Company utilizes judgment to determine the amortization patterns of the Company's content assets. Key assumptions include the categorization of content based on shared characteristics and the use of a quantitative model to predict revenue from expected usage of the programming. For grouping of assets with similar characteristics, which the Company defines as genre, this model considers projected viewership which is based on (i) estimated household universe; (ii) ratings; and (iii) expected number of airings across different broadcast time slots. Any adjustments to the assumptions are applied prospectively in the period of the change.
For content that is predominantly monetized as a group, unamortized costs are tested for impairment whenever events or changes in circumstances indicate that the fair value of the group may be less than its unamortized costs. Groups are tested for impairment by comparing the cash flows of the group to the aggregate unamortized costs of the group. If the unamortized costs exceed the projected cash flows, an impairment charge is recorded for the excess and allocated to individual titles within the group on a pro rata basis using the relative carrying value of the titles. Program rights with no future programming usefulness are substantially abandoned, resulting in the write-off of remaining unamortized cost.
Capital and Commercial Commitments
Indebtedness
As of December 31, 2025, we had approximately $291.0 million of our 2031 Second Lien Notes, $60.6 million of our 2030 First Lien Notes and $11.8 million of our 2028 Notes outstanding within our corporate structure. See Note 13 - Debtof our consolidated financial statements. In addition, the Company entered into an amended and restated ABL facility (the "Current ABL Facility") as a part of the 2025 Refinancing pursuant to an Amended and Restated Credit Agreement. The ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Credit Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million. As of December 31, 2025, there was $10.0 million outstanding on the Amended and Restated ABL Credit Agreement. Subsequent to the drawdown, the Company's borrowing capacity was approximately $40.3 million as of December 31, 2025. See Note 19 - Subsequent Eventsof our consolidated financial statements, for a further understanding of debt repayments made subsequent to FY 2025 year-end.
Lease Obligations
We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next 48 years.
Operating Contracts and Agreements
We have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming related agreements, and other general operating agreements that expire over the next 6 years.
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Royalty Agreements
Musical works rights holders, songwriters and music publishers, have been traditionally represented by PRO's, such as the ASCAP, BMI and SESAC. The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional PRO's, particularly ASCAP and BMI, and new entities, such as GMR, have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal, and as a result certain of our PRO licenses are currently the subject of renewal negotiations that could impact, and potentially increase, our music license fees. In addition, there is no guarantee that additional PRO's will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.
The Radio Music Licensing Committee (the "RMLC"), of which we are a represented participant, has negotiated and entered into, on behalf of participating members, an Interim License Agreement with the ASCAP effective January 1, 2022 and to remain in effect until the date on which the parties reach agreement as to, or there is court determination of, new interim or final fees, terms, and conditions of a new license for the five year period commencing on January 1, 2022 and concluding on December 31, 2026. On February 7, 2022, the RMLC and GMR reached a settlement and achieved certain conditions which effectuate a 4 year license to which the Company is a party for the period April 1, 2022 to March 31, 2026. The license includes an optional 3 year extended term that the Company has opted into. On August 19, 2025, the RMLC announced that it had settled litigation with BMI and ASCAP concerning licensing arrangements and that the settlement has led to new license agreements for members organizations. Both agreements are retroactive to January 1, 2022, and run through December 31, 2029. Each of the new BMI and ASCAP licenses maintain the same percentage-of-revenue license fee structure of the prior licensing arrangements and continue to provide for broad coverage of over-the-air programming, as well as simulcast/website transmissions of podcasts/archived content. While the percentage rates in the new licensing arrangements are higher than the old rates, they are lower than the rates sought by each of BMI and ASCAP in the now-settled litigation. The rate increase resulted in additional expense of approximately $3.1 million for the historical periods under settlement, which is included in programming and technical expenses on the consolidated statement of operations for the year ended December 31, 2025.
On November 1, 2024, RMLC announced that it had won a ruling in its rate determination proceedings with SESAC with respect to fees paid by RMLC-represented stations. The determination sets the rates for the period January 1, 2023, through December 31, 2026, and is retroactive in its application. RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations.
Reach Media Redeemable Non-Controlling Interests
Beginning on January 1, 2018, the non-controlling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the "Put Right"). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D Common Stock of Urban One, at the discretion of Urban One. The non-controlling interest shareholders of Reach Media exercised 50.0% of their Put Right on January 29, 2024 for $7.6 million. On February 14, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for $3.2 million, increasing the Company's interest in Reach Media to 94.6% and decreasing the interest of the non-controlling interest shareholders from 10.0% to 5.4%. During the first quarter of 2026, the remaining non-controlling interest shareholders of Reach Media gave notice of their intent to exercise their put right and on February 25, 2026, the Company purchased the remaining 5.4% of non-controlling interest for $1.3 million giving the Company 100% ownership of Reach Media.
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Contractual Obligations Schedule
The following table represents our scheduled contractual obligations as of December 31, 2025:
| Payments Due by Period | ||||||||||||||||||||||||||||||||||||||||||||
| Contractual Obligations | 2026 | 2027 | 2028 | 2029 | 2030 |
2031 and Beyond |
Total | |||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||||||
|
10.500% First Lien Senior Secured Notes(1)
|
$ | 5,002 | $ | 6,363 | $ | 6,363 | $ | 6,363 | $ | 63,782 | $ | - | $ | 87,873 | ||||||||||||||||||||||||||||||
|
7.625% Second Lien Secured Notes(1)
|
17,444 | 22,190 | 22,190 | 22,190 | 22,190 | 302,115 | 408,320 | |||||||||||||||||||||||||||||||||||||
| Current ABL facility | 10,145 | - | - | - | - | - | 10,145 | |||||||||||||||||||||||||||||||||||||
|
7.375% Subordinated Notes(2)
|
871 | 871 | 12,252 | - | - | - | 13,995 | |||||||||||||||||||||||||||||||||||||
|
Other operating contracts/agreements(3)
|
63,846 | 34,876 | 30,100 | 5,827 | 4,055 | 4,055 | 142,759 | |||||||||||||||||||||||||||||||||||||
| Operating lease obligations | 10,989 | 9,318 | 9,057 | 9,065 | 7,457 | 19,794 | 65,680 | |||||||||||||||||||||||||||||||||||||
| Total | $ | 108,297 | $ | 73,619 | $ | 79,962 | $ | 43,445 | $ | 97,484 | $ | 325,964 | $ | 728,771 | ||||||||||||||||||||||||||||||
(1) Includes interest obligations based on effective interest rates on senior secured notes outstanding as of December 31, 2025. Interest is payable semi-annually in arrears on April 1 and October 1 of each year.
(2) Includes interest obligations based on effective interest rates on senior secured notes outstanding as of December 31, 2025. Interest is payable semi-annually in arrears on February 1 and August 1 of each year.
(3) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming related agreements, launch liability payments, and other general operating agreements. Also includes contracts that our Cable Television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements.
Of the total amount of other operating contracts and agreements included in the table above, approximately $118.2 million has not been recorded on the consolidated balance sheets as of December 31, 2025, as it does not meet recognition criteria. Approximately $12.2 million relates to certain commitments for content agreements for the Company's Cable Television segment, approximately $34.7 million relates to employment agreements, and the remainder relates to other programming, network and operating agreements.
Off-Balance Sheet Arrangements
The Current ABL Credit Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million, with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility. As of December 31, 2025 there was $10.0 million outstanding on the Current ABL Facility. Subsequent to the drawdown, the Company's borrowing capacity was approximately $40.3 million as of December 31, 2025. The Company repaid the entirety of this draw in the first quarter of 2026. As of December 31, 2024, there was no outstanding balance on the prior 2021 ABL facility.
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