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Urban One, Inc. Reports Second Quarter Results

WASHINGTON, Aug. 1, 2019 /PRNewswire/ -- Urban One, Inc. (NASDAQ:UONEK and UONE) today reported its results for the quarter ended June 30, 2019.  Net revenue was approximately $121.6 million, an increase of 5.5% from the same period in 2018. Broadcast and digital operating income1 was approximately $46.3 million, an increase of 4.5% from the same period in 2018. The Company reported operating income of approximately $30.5 million for the three months ended June 30, 2019, compared to approximately $24.8 million for the same period in 2018. Net income was approximately $6.6 million or $0.15 per share (basic) compared to net income of approximately $23.6 million or $0.51 per share (basic) for the same period in 2018. Adjusted EBITDA2 was approximately $41.1 million for the three months ended June 30, 2019, compared to approximately $39.0 million for the same period in 2018.

(PRNewsfoto/Urban One, Inc.)

Alfred C. Liggins, III, Urban One's CEO and President stated, "We had a very strong quarter from an advertising revenue standpoint: radio advertising was up 6.8%, TV advertising was up 9.4%, and digital was up 16.8%. Our radio division is also pacing up approximately 8% for the third quarter, with robust demand for national business in our larger markets. We had a tough comp on TV affiliate fees, due to a $2.0 million one-time MVPD settlement in Q2 of 2018. Our digital division continued their turn-around from 2018, with positive Adjusted EBITDA for the quarter and year-to-date. Reach Media benefited from another successful cruise event, with the Tom Joyner Fantastic Voyage posting 12% year over year revenue growth. On the Cable TV business, as anticipated, we invested some additional programing and marketing expenses related to the DL Hughley Show as we continue to create and promote engaging new content. Overall, I am happy with our progress this quarter, and believe we can carry this positive momentum into the second half of the year."

RESULTS OF OPERATIONS



















Three Months Ended June 30,


Six Months Ended June 30, 



2019


2018


2019


2018

STATEMENT OF OPERATIONS

(unaudited)


(unaudited)



(in thousands, except share data)


(in thousands, except share data)











NET REVENUE

$                           121,571


$                         115,206


$                  220,020


$                        214,827


OPERATING EXPENSES









Programming and technical, excluding stock-based compensation

30,497


30,375


61,427


62,522


Selling, general and administrative, excluding stock-based compensation

44,730


40,490


77,758


75,467


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

8,214


10,155


17,803


19,117


Stock-based compensation

200


1,125


711


2,501


Depreciation and amortization 

3,584


8,248


11,858


16,536


Impairment of long-lived assets

3,800


-


3,800


6,556


Total operating expenses 

91,025


90,393


173,357


182,699


             Operating income

30,546


24,813


46,663


32,128


INTEREST INCOME

63


17


86


161


INTEREST EXPENSE

22,003


19,155


44,154


38,436


GAIN ON RETIREMENT OF DEBT

-


(626)


-


(865)


OTHER INCOME, net

(1,649)


(2,014)


(3,370)


(3,915)


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

10,255


8,315


5,965


(1,367)


PROVISION FOR (BENEFIT FROM) INCOME TAXES

3,118


(15,581)


5,366


(2,741)


CONSOLIDATED NET INCOME

7,137


23,896


599


1,374


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS

546


306


671


339


CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS

$                               6,591


$                           23,590


$                         (72)


$                            1,035











AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS









CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO
COMMON STOCKHOLDERS

$                               6,591


$                           23,590


$                         (72)


$                            1,035











Weighted average shares outstanding - basic3

45,061,821


46,033,402


45,175,521


46,321,633


Weighted average shares outstanding - diluted4

45,701,655


48,438,693


45,175,521


48,777,798

 

 


Three Months Ended June 30, 


Six Months Ended June 30, 


2019


2018


2019


2018

PER SHARE DATA - basic and diluted:

(unaudited)


(unaudited)


(unaudited)


(unaudited)


(in thousands, except per share data)


(in thousands, except per share data)









  Consolidated net income (loss) attributable to common stockholders (basic)

$                          0.15


$                        0.51


$                    (0.00)


$                          0.02









  Consolidated net income (loss) attributable to common stockholders (diluted)

$                          0.14


$                        0.49


$                    (0.00)


$                          0.02









SELECTED OTHER DATA








     Broadcast and digital operating income 1

$                      46,344


$                    44,341


$                  80,835


$                      76,838

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

38.1%


38.5%


36.7%


35.8%









Broadcast and digital operating income reconciliation:
















   Consolidated net income (loss) attributable to common stockholders

$                        6,591


$                    23,590


$                       (72)


$                        1,035

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








      Interest income

(63)


(17)


(86)


(161)

      Interest expense

22,003


19,155


44,154


38,436

      Provision for (benefit from) income taxes

3,118


(15,581)


5,366


(2,741)

      Corporate selling, general and administrative expenses

8,214


10,155


17,803


19,117

      Stock-based compensation

200


1,125


711


2,501

      Gain on retirement of debt

-


(626)


-


(865)

      Other income, net

(1,649)


(2,014)


(3,370)


(3,915)

      Depreciation and amortization

3,584


8,248


11,858


16,536

      Noncontrolling interest in income of subsidiaries

546


306


671


339

      Impairment of long-lived assets

3,800


-


3,800


6,556

      Broadcast and digital operating income

$                      46,344


$                    44,341


$                  80,835


$                      76,838









Adjusted EBITDA2

$                      41,055


$                    38,987


$                  70,092


$                      67,476









Adjusted EBITDA reconciliation:
















   Consolidated net income (loss) attributable to common stockholders:

$                        6,591


$                    23,590


$                       (72)


$                        1,035

      Interest income

(63)


(17)


(86)


(161)

      Interest expense

22,003


19,155


44,154


38,436

      Provision for (benefit from) income taxes

3,118


(15,581)


5,366


(2,741)

      Depreciation and amortization

3,584


8,248


11,858


16,536

      EBITDA

$                      35,233


$                    35,395


$                  61,220


$                      53,105

      Stock-based compensation

200


1,125


711


2,501

      Gain on retirement of debt

-


(626)


-


(865)

      Other income, net

(1,649)


(2,014)


(3,370)


(3,915)

      Noncontrolling interest in income of subsidiaries

546


306


671


339

      Employment Agreement Award, incentive plan award expenses and other compensation

806


2,285


2,713


3,873

      Contingent consideration from acquisition

90


(79)


167


1,451

      Severance-related costs

401


801


822


999

      Cost method investment income from MGM National Harbor

1,628


1,794


3,358


3,432

      Impairment of long-lived assets

3,800


-


3,800


6,556

      Adjusted EBITDA

$                      41,055


$                    38,987


$                  70,092


$                      67,476

 

 


June 30, 2019


December 31, 2018

(unaudited) 





(in thousands)

SELECTED BALANCE SHEET DATA:



Cash and cash equivalents and restricted cash

$                    15,331


$                   15,890


Intangible assets, net

891,080


916,824


Total assets

1,269,308


1,237,409


Total debt (including current portion, net of original issue discount and issuance costs)

894,596


912,463


Total liabilities

1,076,934


1,048,477


Total stockholders' equity

181,206


178,700


Redeemable noncontrolling interest

11,168


10,232








June 30, 2019


Applicable Interest
Rate


(in thousands)



SELECTED LEVERAGE DATA:



2017 Credit Facility, net of original issue discount and issuance costs of approximately
$6.1 million (subject to variable rates) (a)

$                  316,206


6.44%


7.375% senior secured notes due April 2022, net of original issue discount and issuance
costs of approximately $2.9 million (fixed rate)

347,121


7.375%


2018 Credit Facility, net of original issue discount and issuance costs of approximately
$4.2 million (fixed rate)

173,608


12.875%


MGM National Harbor Loan, net of original issue discount and issuance costs of
approximately $2.4 million (fixed rate)

48,661


11.00%


Asset-backed credit facility (subject to variable rates) (a)

9,000


6.00%


(a)  Subject to variable Libor or Prime plus a spread that is incorporated into the applicable interest rate set forth above.

 

       

Cautionary Note Regarding Forward-Looking Statements

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

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



Three Months Ended June 30,









2019


2018


$ Change



% Change



  (Unaudited)








(in thousands)






Net Revenue:













Radio Advertising


$

52,194


$

48,880


$

3,314



6.8%

Political Advertising



317



1,182



(865)



-73.2%

Digital Advertising



7,663



6,559



1,104



16.8%

Cable Television Advertising



19,816



18,118



1,698



9.4%

Cable Television Affiliate Fees



26,599



28,020



(1,421)



-5.1%

Event Revenues & Other



14,982



12,447



2,535



20.4%














Net Revenue (as reported)


$

121,571


$

115,206


$

6,365



5.5%

 

 

Net revenue increased to approximately $121.6 million for the quarter ended June 30, 2019, from approximately $115.2 million for the same period in 2018. Net revenues from our radio broadcasting segment increased 6.2% compared to the same period in 2018. We experienced net revenue declines most significantly in our Charlotte, Cincinnati, Columbus, and Richmond markets, with our Atlanta, Cleveland, Houston, Raleigh and Washington DC markets experiencing growth for the quarter. We recognized approximately $46.4 million of revenue from our cable television segment during the three months ended June 30, 2019, compared to approximately $46.8 million for the same period in 2018, with an increase primarily in advertising sales, which was offset by a decline in affiliate sales and other revenue. Net revenue from our Reach Media segment increased 14.6% for the quarter ended June 30, 2019, compared to the same period in 2018 due primarily to higher special event revenue. The "Tom Joyner Fantastic Voyage" took place during the second quarters of 2019 and 2018 and generated revenue of approximately $10.4 million and $9.3 million, respectively for Reach Media. In addition, the Tom Joyner One More Time Experience, a multi-city tour event for 2019 added revenue for the quarter. Finally, net revenues for our digital segment increased 17.0% for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to increases in direct and indirect revenues.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, increased to approximately $83.4 million for the quarter ended June 30, 2019, up 3.0% from the approximately $81.0 million incurred for the comparable quarter in 2018. The overall operating expense increase was driven primarily by higher selling, general and administrative expenses, due to stronger performance of special events as well as increased expenses for certain marketing campaigns.

Depreciation and amortization expense decreased to approximately $3.6 million for the quarter ended June 30, 2019, compared to approximately $8.2 million for the quarter ended June 30, 2018.  The decrease in expense is due to the mix of assets approaching or near the end of their useful lives, most notably the Company's affiliate agreements.

Interest expense increased to approximately $22.0 million for the quarter ended June 30, 2019, compared to approximately $19.2 million for the same period in 2018. During the quarter ended June 30, 2019, the Company recorded interest expense of approximately $1.4 million on its operating leases as a result of adopting ASC 842 on January 1, 2019. The Company made cash interest payments of approximately $24.6 million on its outstanding debt for the quarter ended June 30, 2019, compared to cash interest payments of approximately $19.2 million on its outstanding debt for the quarter ended June 30, 2018. On December 20, 2018, the Company closed on a new $192.0 million unsecured credit facility (the "2018 Credit Facility") and a new $50.0 million loan secured by its interest in the MGM National Harbor Casino (the "MGM National Harbor Loan"). As of June 30, 2019, the Company had approximately $9.0 million in borrowings outstanding on its ABL Facility.

The gain on retirement of debt of $626,000 for the quarter ended June 30, 2018, was due to the redemption of approximately $14 million of our 2020 Notes at a discount.

The decrease in stock-based compensation for the three months ended June 30, 2019, compared to the same period in 2018, is primarily due to grants and vesting of stock awards for certain executive officers and other management personnel.

The impairment of long-lived assets for the three months ended June 30, 2019, was related to a non-cash impairment charge of approximately $3.8 million associated with our Detroit market radio broadcasting license.

For the three months ended June 30, 2019, we recorded a provision for income taxes of approximately $3.1 million on pre-tax income from continuing operations of approximately $10.3 million, which results in a tax rate of 30.4%. This tax rate is based on an estimated annual effective tax rate of 30.9%. For the three months ended June 30, 2018, we recorded a benefit from income taxes of approximately $15.6 million on pre-tax income from continuing operations of approximately $8.3 million, which results in a tax rate of (187.4)%.  This tax rate is based on an estimated annual effective tax rate of (95.0)% and a discrete tax provision benefit adjustment of approximately $3.2 million related to state rate and legislative changes.  The Company paid $383,000 and $493,000 in taxes for the quarters ended June 30, 2019 and 2018, respectively.

Other income, net, was approximately $1.6 million and $2.0 million for the quarters ended June 30, 2019 and 2018, respectively. For the three months ended June 30, 2019 and 2018, the Company recognized approximately $1.6 million and $1.8 million, respectively, of cost method investment income from its MGM investment.

The increase in noncontrolling interests in income of subsidiaries was due primarily to higher net income recognized by Reach Media during the three months ended June 30, 2019, compared to the same period in 2018.

Other pertinent financial information includes capital expenditures of approximately $1.4 million and $1.2 million for the quarters ended June 30, 2019 and 2018, respectively. 

During the three months ended June 30, 2019, the Company repurchased 26,171 shares of Class A common stock in the amount of $56,000 and repurchased 899,765 shares of Class D common stock in the amount of approximately $1.8 million. During the three months ended June 30, 2018, the Company repurchased 232 shares of Class A common stock and repurchased 760,113 shares of Class D common stock in the amount of approximately $1.6 million. During the three months ended June 30, 2018, the Company repurchased share-based equity awards in the amount of approximately $1.1 million.

The Company, in connection with its 2009 stock plan, is authorized to purchase shares of Class D common stock to satisfy employee tax obligations in connection with the vesting of share grants under the plan. During the three months ended June 30, 2019, the Company executed a Stock Vest Tax Repurchase of 6,368 shares of Class D Common Stock in the amount of $13,000. During the three months ended June 30, 2018, the Company executed a Stock Vest Tax Repurchase of 10,646 shares of Class D Common Stock in the amount of $22,000.

Supplemental Financial Information:

For comparative purposes, the following more detailed, unaudited statements of operations for the three and six months ended June 30, 2019 and 2018 are included.

 




Three Months Ended June 30, 2019



(in thousands, unaudited)











Consolidated


 

Radio
Broadcasting


 

Reach

Media


Digital


 

Cable

Television


 

Corporate/

Eliminations














STATEMENT OF OPERATIONS:




























NET REVENUE

$

121,571

$

49,312


18,770


7,673


46,430


(614)


OPERATING EXPENSES:














Programming and technical 


30,497


10,124


4,015


2,642


14,156


(440)


Selling, general and administrative


44,730


20,548


10,762


4,440


8,994


(14)


Corporate selling, general and administrative


8,214


-


656


1


1,733


5,824


Stock-based compensation


200


93


6


11


3


87


Depreciation and amortization


3,584


851


59


460


1,901


313


Impairment of long-lived assets


3,800


3,800


-


-


-


-


Total operating expenses


91,025


35,416


15,498


7,554


26,787


5,770


           Operating income (loss) 


30,546


13,896


3,272


119


19,643


(6,384)


INTEREST INCOME


63


-


-


-


-


63


INTEREST EXPENSE


22,003


1,196


77


71


2,220


18,439


OTHER INCOME, net


(1,649)


(1)


-


-


-


(1,648)


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


10,255


12,701


3,195


48


17,423


(23,112)


PROVISION FOR (BENEFIT FROM) INCOME TAXES


3,118


3,260


745


-


4,369


(5,256)


CONSOLIDATED NET INCOME (LOSS) 


7,137


9,441


2,450


48


13,054


(17,856)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


546


-


-


-


-


546


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

6,591

$

9,441

$

2,450

$

48

$

13,054

$

(18,402)
















Adjusted EBITDA2

$

41,055

$

18,775

$

3,337

$

719

$

21,658

$

(3,434)

 

 



Three Months Ended June 30, 2018



(in thousands, unaudited)
























Consolidated


Radio
Broadcasting


Reach

Media


Digital


Cable
Television


Corporate/
Eliminations














STATEMENT OF OPERATIONS:




























NET REVENUE

$

115,206

$

46,452

$

16,380

$

6,559

$

46,828

$

(1,013)


OPERATING EXPENSES:














Programming and technical 


30,375


9,868


4,249


3,354


13,094


(190)


Selling, general and administrative


40,490


18,973


9,415


5,652


7,288


(838)


Corporate selling, general and administrative


10,155


-


782


4


2,228


7,141


Stock-based compensation


1,125


134


12


13


-


966


Depreciation and amortization


8,248


848


63


477


6,556


304


Total operating expenses


90,393


29,823


14,521


9,500


29,166


7,383


           Operating income (loss) 


24,813


16,629


1,859


(2,941)


17,662


(8,396)


INTEREST INCOME


17


-


-


-


-


17


INTEREST EXPENSE


19,155


351


-


-


1,919


16,885


GAIN ON RETIREMENT OF DEBT


(626)


-


-


-


-


(626)


OTHER INCOME, net


(2,014)


(220)


-


-


-


(1,794)


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


8,315


16,498


1,859


(2,941)


15,743


(22,844)


(BENEFIT FROM) PROVISION FOR INCOME TAXES


(15,581)


4,047


433


(239)


3,902


(23,724)


CONSOLIDATED NET INCOME (LOSS) 


23,896


12,451


1,426


(2,702)


11,841


880


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


306


-


-


-


-


306


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

23,590

$

12,451

$

1,426

$

(2,702)

$

11,841

$

574
















Adjusted EBITDA2

$

38,987

$

17,818

$

1,934

$

(2,435)

$

25,005

$

(3,335)

 

 





Six Months Ended June 30, 2019




(in thousands, unaudited)


























Consolidated


Radio

Broadcasting


Reach

Media


Digital


Cable
Television


Corporate/

Eliminations







STATEMENT OF OPERATIONS:




























NET REVENUE

$

220,020

$

86,061


25,743


15,110


94,253


(1,147)


OPERATING EXPENSES:














Programming and technical 


61,427


19,820


8,080


5,538


28,906


(917)


Selling, general and administrative


77,758


37,644


12,301


9,071


18,807


(65)


Corporate selling, general and administrative


17,803


-


1,390


1


3,142


13,270


Stock-based compensation


711


188


20


28


8


467


Depreciation and amortization


11,858


1,719


118


921


8,477


623


Impairment of long-lived assets


3,800


3,800


-


-


-


-


Total operating expenses


173,357


63,171


21,909


15,559


59,340


13,378


           Operating income (loss) 


46,663


22,890


3,834


(449)


34,913


(14,525)


INTEREST INCOME


86


-


-


-


-


86


INTEREST EXPENSE


44,154


2,390


153


142


4,337


37,132


OTHER INCOME, net


(3,370)


2


-


-


-


(3,372)


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


5,965


20,498


3,681


(591)


30,576


(48,199)


PROVISION FOR (BENEFIT FROM) INCOME TAXES


5,366


5,253


858


2


7,667


(8,414)


CONSOLIDATED NET INCOME (LOSS) 


599


15,245


2,823


(593)


22,909


(39,785)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


671


-


-


-


-


671


NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

(72)

$

15,245

$

2,823

$

(593)

$

22,909

$

(40,456)
















Adjusted EBITDA2

$

70,092

$

28,899

$

3,990

$

892

$

43,524

$

(7,213)

 

 




Six Months Ended June 30, 2018




(in thousands, unaudited)
































Consolidated


Radio Broadcasting


Reach Media


Digital


Cable Television


Corporate/ Eliminations














STATEMENT OF OPERATIONS:




























NET REVENUE

$

214,827

$

85,965

$

22,899

$

14,705

$

93,014

$

(1,756)


OPERATING EXPENSES:














Programming and technical 


62,522


19,511


8,535


6,833


27,906


(263)


Selling, general and administrative


75,467


36,393


10,855


12,557


17,172


(1,510)


Corporate selling, general and administrative


19,117


-


1,540


5


4,195


13,377


Stock-based compensation


2,501


312


29


72


3


2,085


Depreciation and amortization


16,536


1,718


126


953


13,113


626


Impairment of long-lived assets


6,556


6,556


-


-


-


-


Total operating expenses


182,699


64,490


21,085


20,420


62,389


14,315


           Operating income (loss) 


32,128


21,475


1,814


(5,715)


30,625


(16,071)


INTEREST INCOME


161


-


-


-


-


161


INTEREST EXPENSE


38,436


688


-


-


3,838


33,910


GAIN ON RETIREMENT OF DEBT


(865)


-


-


-


-


(865)


OTHER INCOME, net


(3,915)


(438)


-


-


-


(3,477)


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


(1,367)


21,225


1,814


(5,715)


26,787


(45,478)


(BENEFIT FROM) PROVISION FOR INCOME TAXES


(2,741)


5,163


483


(747)


6,606


(14,246)


CONSOLIDATED NET INCOME (LOSS) 


1,374


16,062


1,331


(4,968)


20,181


(31,232)


NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS


339


-


-


-


-


339


NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS

$

1,035

$

16,062

$

1,331

$

(4,968)

$

20,181

$

(31,571)
















Adjusted EBITDA2

$

67,476

$

30,424

$

1,969

$

(3,131)

$

44,925

$

(6,711)

 

 

 

Urban One, Inc. will hold a conference call to discuss its results for the second fiscal quarter of 2019. The conference call is scheduled for Thursday, August 01, 2019 at 10:00 a.m. EDT. To participate on this call, U.S. callers may dial toll-free 1-800-230-1059; international callers may dial direct (+1) 612-234-9959.

A replay of the conference call will be available from 12:00 p.m. EDT August 01, 2019 until 11:59 a.m. EDT August 08, 2019. Callers may access the replay by calling 1-800-475-6701; international callers may dial direct (+1) 320-365-3844. The replay Access Code is 469279.

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

Urban One, Inc. (urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 59 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform and inspire a diverse audience of adult Black viewers. As one of the nation's largest radio broadcasting companies, Urban One currently owns and/or operates 60 broadcast stations (including all HD stations, translator stations and the low power television station we operate) branded under the tradename "Radio One" in 15 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Tom Joyner Morning Show, the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show.  In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George's County, Maryland. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African-American and urban audiences.

Notes:

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

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

3              For the three months ended June 30, 2019 and 2018, Urban One had 45,061,821 and 46,033,402 shares of common stock outstanding on a weighted average basis (basic), respectively.  For the six months ended June 30, 2019 and 2018, Urban One had 45,175,521 and 46,321,633 shares of common stock outstanding on a weighted average basis (basic), respectively. 

4              For the three months ended June 30, 2019 and 2018, Urban One had 45,701,655 and 48,438,693 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.  For the six months ended June 30, 2019 and 2018, Urban One had 45,175,521 and 48,777,798 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively. 

Cision

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