WASHINGTON, Nov. 12, 2020 /PRNewswire/ -- Urban One,
Inc. (NASDAQ: UONEK and UONE) today reported its results for the
quarter ended September 30, 2020. Net
revenue was approximately $91.9
million, a decrease of 17.2% from the same period in 2019.
Broadcast and digital operating income1 was
approximately $44.2 million, an
increase of 1.3% from the same period in 2019. The Company reported
operating income of approximately $4.0
million for the three months ended September 30, 2020, compared to operating income
of approximately $31.1 million for
the same period in 2019. Net loss was approximately $12.8 million or $0.29 per share (basic) compared to net income of
approximately $5.4 million or
$0.12 per share (basic) for the same
period in 2019. Adjusted EBITDA2 was approximately
$39.6 million for the three months
ended September 30, 2020, compared to
approximately $38.7 million for the
same period in 2019.
![(PRNewsfoto/Urban One, Inc.) (PRNewsfoto/Urban One, Inc.)](https://mma.prnewswire.com/media/509218/Urban_One_Logo.jpg)
Alfred C. Liggins, III, Urban
One's CEO and President stated, "During the third quarter, we saw
continued sequential improvements in radio revenues: compared to Q2
2020, our radio segment revenues were up 54.3%. This improvement
will continue into fourth quarter, where same station radio
division revenues are currently pacing down only mid-single digits
compared to Q4 2019 including political advertising. Most
remarkably, despite the ongoing impact of the Covid-19 pandemic, we
were able to grow our Q3 2020 Adjusted EBITDA by 2.3% compared to
Q3 2019 and by 61.3% compared to Q2 2020. This was largely driven
by impressive performance in our TV, Digital and Reach Media
divisions, all of which grew their Adjusted EBITDA by double digit
percentages, or better, year-over-year. During this 2020 election
cycle we have seen record-breaking political advertising revenues,
in excess of $20 million across our
entire platform of radio, digital and TV assets. I believe this
reflects the increasing recognition of the importance of our
audience, and the trusted platform we provide our clients to reach
black America. This strong operating performance will push full
year 2020 Adjusted EBITDA guidance into the $125-$130 million
range, which will be a tremendous achievement given the
economic impact of Covid-19, and is a testament to the dedication
and talent of our staff. Our cash and liquidity position remains
robust, with approximately $102.2
million of cash on hand at September
30th. We received strong support from lenders for our recent
bond exchange offer, which extends the maturity of both our secured
notes and unsecured term loan, thereby giving the Company more
flexibility to opportunistically access capital markets during the
course of 2021. As part of the exchange agreement we will also
reduce our outstanding debt by $25
million. We expect year-end 2020 net leverage to be in the
range of 6-1-6.3x, which is lower than where we began the year. We
recently announced an exchange of radio assets with Entercom
Communications Corp, which, combined with the sale of WFUN St.
Louis to Gateway Creative Broadcasting for $8 million, will conservatively add over
$1 million of pro-forma BCF. We will
now have a formidable radio cluster in Charlotte, NC and I am very excited about our
prospects in that market."
RESULTS OF
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
STATEMENT OF
OPERATIONS
|
(unaudited)
|
|
(unaudited)
|
|
|
(in thousands, except
share data)
|
|
(in thousands, except
share data)
|
|
|
|
|
|
|
|
|
|
|
NET
REVENUE
|
$
91,912
|
|
$
111,055
|
|
$
262,795
|
|
$
331,075
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
Programming and
technical, excluding stock-based compensation
|
24,202
|
|
31,037
|
|
75,684
|
|
93,779
|
|
Selling, general and
administrative, excluding stock-based compensation
|
23,516
|
|
36,374
|
|
75,109
|
|
115,174
|
|
Corporate selling,
general and administrative, excluding stock-based
compensation
|
7,893
|
|
8,053
|
|
23,365
|
|
26,245
|
|
Stock-based
compensation
|
794
|
|
1,881
|
|
1,455
|
|
2,592
|
|
Depreciation and
amortization
|
2,489
|
|
2,593
|
|
7,419
|
|
14,451
|
|
Impairment of
long-lived assets
|
29,050
|
|
-
|
|
82,700
|
|
3,800
|
|
Total operating
expenses
|
87,944
|
|
79,938
|
|
265,732
|
|
256,041
|
|
Operating income (loss)
|
3,968
|
|
31,117
|
|
(2,937)
|
|
75,034
|
|
INTEREST
INCOME
|
178
|
|
45
|
|
212
|
|
131
|
|
INTEREST
EXPENSE
|
18,243
|
|
20,239
|
|
55,776
|
|
61,647
|
|
OTHER INCOME,
net
|
(1,684)
|
|
(1,299)
|
|
(3,282)
|
|
(4,669)
|
|
(Loss)
income before (benefit from) provision for income taxes
and
noncontrolling interest in income of subsidiaries
|
(12,413)
|
|
12,222
|
|
(55,219)
|
|
18,187
|
|
(BENEFIT FROM)
PROVISION FOR INCOME TAXES
|
(136)
|
|
6,535
|
|
(21,526)
|
|
8,342
|
|
CONSOLIDATED NET
(LOSS) INCOME
|
(12,277)
|
|
5,687
|
|
(33,693)
|
|
9,845
|
|
NET INCOME
ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
495
|
|
328
|
|
846
|
|
999
|
|
CONSOLIDATED NET
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
(12,772)
|
|
$
5,359
|
|
$
(34,539)
|
|
$
8,846
|
|
|
|
|
|
|
|
|
|
|
AMOUNTS ATTRIBUTABLE
TO COMMON STOCKHOLDERS
|
|
|
|
|
|
|
|
|
CONSOLIDATED NET
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
(12,772)
|
|
$
5,359
|
|
$
(34,539)
|
|
$
8,846
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding - basic3
|
44,175,385
|
|
44,315,077
|
|
44,738,635
|
|
44,912,673
|
|
Weighted average
shares outstanding - diluted4
|
44,175,385
|
|
46,118,702
|
|
44,738,635
|
|
46,965,245
|
|
|
|
|
|
|
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
|
2020
|
|
2019
|
|
2020
|
|
2019
|
PER SHARE DATA -
basic and diluted:
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(unaudited)
|
|
(in thousands, except
per share data)
|
|
(in thousands, except
per share data)
|
|
|
|
|
|
|
|
|
Consolidated net (loss) income attributable to common stockholders
(basic)
|
$
(0.29)
|
|
$
0.12
|
|
$
(0.77)
|
|
$
0.20
|
|
|
|
|
|
|
|
|
Consolidated net (loss) income attributable to common stockholders
(diluted)
|
$
(0.29)
|
|
$
0.12
|
|
$
(0.77)
|
|
$
0.19
|
|
|
|
|
|
|
|
|
SELECTED OTHER
DATA
|
|
|
|
|
|
|
|
Broadcast and digital
operating income 1
|
$
44,194
|
|
$
43,644
|
|
$
112,002
|
|
$
122,122
|
Broadcast and digital
operating income margin (% of net revenue)
|
48.1%
|
|
39.3%
|
|
42.6%
|
|
36.9%
|
|
|
|
|
|
|
|
|
Broadcast and
digital operating income reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net (loss) income attributable to common
stockholders
|
$
(12,772)
|
|
$
5,359
|
|
$
(34,539)
|
|
$
8,846
|
Add back non-broadcast and digital operating income items included
in consolidated net
(loss) income:
|
|
|
|
|
|
|
|
Interest
income
|
(178)
|
|
(45)
|
|
(212)
|
|
(131)
|
Interest
expense
|
18,243
|
|
20,239
|
|
55,776
|
|
61,647
|
(Benefit from)
provision for income taxes
|
(136)
|
|
6,535
|
|
(21,526)
|
|
8,342
|
Corporate selling,
general and administrative expenses
|
7,893
|
|
8,053
|
|
23,365
|
|
26,245
|
Stock-based
compensation
|
794
|
|
1,881
|
|
1,455
|
|
2,592
|
Other income,
net
|
(1,684)
|
|
(1,299)
|
|
(3,282)
|
|
(4,669)
|
Depreciation and
amortization
|
2,489
|
|
2,593
|
|
7,419
|
|
14,451
|
Noncontrolling interest
in income of subsidiaries
|
495
|
|
328
|
|
846
|
|
999
|
Impairment of
long-lived assets
|
29,050
|
|
-
|
|
82,700
|
|
3,800
|
Broadcast and digital
operating income
|
$
44,194
|
|
$
43,644
|
|
$
112,002
|
|
$
122,122
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA2
|
$
39,568
|
|
$
38,671
|
|
$
96,365
|
|
$
106,017
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
reconciliation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net
(loss) income attributable to common stockholders
|
$
(12,772)
|
|
$
5,359
|
|
$
(34,539)
|
|
$
8,846
|
Interest
income
|
(178)
|
|
(45)
|
|
(212)
|
|
(131)
|
Interest
expense
|
18,243
|
|
20,239
|
|
55,776
|
|
61,647
|
(Benefit from)
provision for income taxes
|
(136)
|
|
6,535
|
|
(21,526)
|
|
8,342
|
Depreciation and
amortization
|
2,489
|
|
2,593
|
|
7,419
|
|
14,451
|
EBITDA
|
$
7,646
|
|
$
34,681
|
|
$
6,918
|
|
$
93,155
|
Stock-based
compensation
|
794
|
|
1,881
|
|
1,455
|
|
2,592
|
Other income,
net
|
(1,684)
|
|
(1,299)
|
|
(3,282)
|
|
(4,669)
|
Noncontrolling interest
in income of subsidiaries
|
495
|
|
328
|
|
846
|
|
999
|
Employment Agreement
Award, incentive plan award expenses and other
compensation
|
1,008
|
|
860
|
|
2,318
|
|
3,576
|
Contingent
consideration from acquisition
|
5
|
|
53
|
|
(1)
|
|
219
|
Severance-related
costs
|
559
|
|
358
|
|
2,145
|
|
1,178
|
Cost method investment
income from MGM National Harbor
|
1,695
|
|
1,809
|
|
3,266
|
|
5,167
|
Impairment of
long-lived assets
|
29,050
|
|
-
|
|
82,700
|
|
3,800
|
Adjusted
EBITDA
|
$
39,568
|
|
$
38,671
|
|
$
96,365
|
|
$
106,017
|
|
|
|
|
|
|
|
|
|
September 30,
2020
|
|
December 31,
2019
|
(unaudited)
|
|
|
|
|
(in
thousands)
|
SELECTED BALANCE
SHEET DATA:
|
|
|
Cash and cash
equivalents and restricted cash
|
$
102,696
|
|
$
33,546
|
|
Intangible assets,
net
|
795,856
|
|
881,708
|
|
Total
assets
|
1,210,537
|
|
1,249,919
|
|
Total debt (including
current portion, net of original issue discount and issuance
costs)
|
877,125
|
|
876,253
|
|
Total
liabilities
|
1,036,995
|
|
1,056,280
|
|
Total stockholders'
equity
|
162,425
|
|
183,075
|
|
Redeemable
noncontrolling interest
|
11,117
|
|
10,564
|
|
|
|
|
|
|
|
September 30,
2020
|
|
Applicable Interest
Rate
|
|
(in
thousands)
|
|
|
SELECTED LEVERAGE
DATA:
|
|
|
2017 Credit Facility,
net of original issue discount and issuance costs of approximately
$4.2 million (subject to variable rates) (a)
|
$
313,923
|
|
5.00%
|
|
7.375% senior secured
notes due April 2022, net of original issue discount and issuance
costs of approximately $1.7 million (fixed rate)
|
348,315
|
|
7.375%
|
|
2018 Credit Facility,
net of original issue discount and issuance costs of approximately
$2.9 million (fixed rate)
|
131,789
|
|
12.875%
|
|
MGM National Harbor
Loan, net of original issue discount and issuance costs of
approximately $1.7 million (fixed rate)
|
55,598
|
|
11.00%
|
|
Asset-backed credit
facility (subject to variable rates) (a)
|
27,500
|
|
2.40%
|
(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, 10-Q/A, 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.
Beginning in March 2020, the
Company noted that the COVID-19 pandemic and the resulting
government stay at home orders across the markets in which we
operate were dramatically impacting certain of the Company's
revenues. Most notably, a number of advertisers across significant
advertising categories have reduced or ceased advertising spend due
to the outbreak and stay at home orders which effectively shut many
businesses down. This has been particularly true within our
radio segment which derives substantial revenue from local
advertisers who have been particularly hard hit due to social
distancing and government interventions. Further, the COVID-19
outbreak has caused the postponement of our 2020 Tom Joyner
Foundation Fantastic Voyage cruise and impaired ticket sales of
other tent pole special events, some of which we had to cancel. We
do not carry business interruption insurance to compensate us for
losses that may occur as a result of any of these interruptions and
continued impacts from the COVID-19 outbreak. Continued or future
outbreaks and/or the speed at which businesses reopen (or reclose)
in the markets in which we operate could have material impacts on
our liquidity and/or operations including causing potential
impairment of assets and of our financial results.
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
September 30,
|
|
|
|
|
|
|
|
|
|
2020
|
|
2019
|
|
$
Change
|
|
|
%
Change
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
(in
thousands)
|
|
|
|
|
|
|
Net
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
Advertising
|
|
$
|
34,919
|
|
$
|
50,813
|
|
$
|
(15,894)
|
|
|
-31.3%
|
|
Political
Advertising
|
|
|
4,324
|
|
|
300
|
|
|
4,024
|
|
|
1341.3%
|
|
Digital
Advertising
|
|
|
8,121
|
|
|
8,171
|
|
|
(50)
|
|
|
-0.6%
|
|
Cable Television
Advertising
|
|
|
19,603
|
|
|
20,649
|
|
|
(1,046)
|
|
|
-5.1%
|
|
Cable Television
Affiliate Fees
|
|
|
24,421
|
|
|
25,330
|
|
|
(909)
|
|
|
-3.6%
|
|
Event Revenues &
Other
|
|
|
524
|
|
|
5,792
|
|
|
(5,268)
|
|
|
-91.0%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Revenue (as
reported)
|
|
$
|
91,912
|
|
$
|
111,055
|
|
$
|
(19,143)
|
|
|
-17.2%
|
|
Net revenue decreased to approximately $91.9 million for the quarter ended September 30, 2020, from approximately
$111.1 million for the same period in
2019. The decrease in net revenue was due primarily to the COVID-19
pandemic which continued to weaken demand for advertising in
general, impaired ticket sales and caused the postponement or
cancellation of major tent pole special events. Net revenues from
our radio broadcasting segment decreased 31.9% compared to the same
period in 2019. Based on reports prepared by the independent
accounting firm Miller, Kaplan, Arase & Co., LLP ("Miller Kaplan"), the markets we operate in
(excluding Richmond and
Raleigh, both of which no longer
participate in Miller Kaplan)
decreased 30.0% in total revenues. With the exception of our
Philadelphia market, we
experienced net revenue declines in all of our radio markets for
the quarter, primarily due to lower advertising sales. We
recognized approximately $44.7
million of revenue from our cable television segment during
the three months ended September 30,
2020, compared to approximately $46.0
million for the same period in 2019 due to decreases in both
advertising and affiliate sales. Net revenue from our Reach Media
segment decreased approximately $3.2
million for the quarter ended September 30, 2020, compared to the same period
in 2019 due primarily to the cancellation of special events.
Finally, net revenues for our digital segment increased
$281,000 for the three months ended
September 30, 2020, compared to the
same period in 2019.
Operating expenses, excluding depreciation and amortization,
stock-based compensation and impairment of long-lived assets,
decreased to approximately $55.6
million for the quarter ended September 30, 2020, down 26.3% from the
approximately $75.5 million incurred
for the comparable quarter in 2019. The overall operating expense
decrease was driven by lower programming and technical expenses,
lower selling, general and administrative expenses and lower
corporate selling, general and administrative expenses across all
of our divisions. Due to COVID-19, all special events scheduled to
take place during the quarter were either cancelled or postponed to
a later date, for a savings in special events expense of
approximately $4.6 million.
During the quarter ended September 30,
2020, we saved approximately $6.8
million in employee compensation expense reductions through
a combination of layoffs, furloughs and pay cuts. We have also
incurred savings of approximately $1.0
million in reduced or delayed marketing spend, $2.6 million in lower programming content
amortization, $1.6 million in
contract labor, talent costs and consulting/professional fees and
$1.4 million in reduced travel and
office expenses. In addition, there were lower variable
expenses such as commissions and rep fees, traffic acquisition
costs and music license fees of approximately $1.8 million.
Depreciation and amortization expense decreased to approximately
$2.5 million for the quarter ended
September 30, 2020, compared to
approximately $2.6 million for the
same quarter in 2019.
Interest expense decreased to approximately $18.2 million for the quarter ended September 30, 2020, compared to approximately
$20.2 million for the same period in
2019. The Company made cash interest payments of approximately
$9.2 million on its outstanding debt
for the quarter September 30, 2020,
compared to cash interest payments of approximately $11.7 million on its outstanding debt for the
quarter ended September 30, 2019. As
of September 30, 2020, the Company
had approximately $27.5 million in
borrowings outstanding on its ABL Facility.
The impairment of long-lived assets for the three months ended
September 30, 2020, was related to a
non-cash impairment charge of approximately $10.0 million recorded to reduce the carrying
value of our Atlanta and
Indianapolis market goodwill
balances and a charge of approximately $19.1
million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia and Raleigh radio market broadcasting
licenses.
During the three months ended September
30, 2020, the benefit from income taxes was $136,000 compared to the provision for income
taxes approximately $6.5 million for
the three months ended September 30,
2019. The decrease in the provision for income taxes was
primarily due to the application of the actual effective tax rate
for the year to date and a pre-tax loss of approximately
$12.4 million during the quarter. For
the three months ended September 30,
2019, we recorded a provision for income taxes of
approximately $6.5 million on pre-tax
income from continuing operations of approximately $12.2 million, which results in a tax rate of
53.5%. The tax rate for the third quarter of 2019 is based on an
estimated annual effective tax rate of 35.5%, and discrete tax
provision adjustments of approximately $1.9
million primarily due to provision to return adjustments
related to state apportionment. The tax provision resulted in
an effective tax rate of 1.1% and 53.5% for the three months ended
September 30, 2020 and 2019,
respectively. The Company paid $509,000 and $458,000 in taxes for the quarters ended
September 30, 2020 and 2019,
respectively.
Other income, net, was approximately $1.7
million and approximately $1.3
million for the three months ended September 30, 2020 and 2019, respectively. We
recognized other income in the amount of approximately $1.7 million and $1.8
million for the three months ended September 30, 2020 and 2019, respectively,
related to our MGM investment. We recognized a loss of $509,000 for the three months ended September 30, 2019 related to the sale of its
remaining Detroit station and translators.
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 September 30, 2020 compared to the three months
ended September 30, 2019.
Other pertinent financial information includes capital
expenditures of $526,000 and
approximately $1.8 million for the
quarters ended September 30, 2020 and
2019, respectively.
During the three months ended September
30, 2020, the Company did not repurchase any shares of Class
A or Class D common stock. During the three months ended
September 30, 2019, the Company
repurchased 6,345 shares of Class A common stock in the amount of
$14,000 and repurchased 448,742
shares of Class D common stock in the amount of $975,000.
The Company, in connection with its prior 2009 stock option and
restricted stock plan and its current 2019 Equity and Performance
Incentive Plan (the "2019 Plan"), is authorized to purchase shares
of Class D common stock to satisfy employee tax obligations in
connection with the vesting of share grants under the plan. During
the three months ended September 30,
2020, the Company executed a Stock Vest Tax Repurchase of
3,195 shares of Class D Common Stock in the amount of $6,000. During the three months ended
September 30, 2019, the Company
executed a Stock Vest Tax Repurchase of 13,264 shares of Class D
Common Stock in the amount of $25,000.
On August 18, 2020, the Company
entered into an Open Market Sales Agreement with Jefferies LLC
("Jefferies") under which the Company may offer and sell, from time
to time at its sole discretion, (the "Current ATM Program") shares
of its Class A common stock, par value $0.001 per share (the "Class A Shares") up to an
aggregate offering price of $25
million. Jefferies is acting as sales agent for the Current
ATM Program. In August 2020, the
Company issued 2,859,276 shares of its Class A Shares at a weighted
average price of $5.39 for
approximately $14.8 million of net
proceeds after associated fees and expenses. While the Company
still has Class A Shares available for issuance under the Current
ATM Program, the Company may also enter into new additional ATM
programs and issue additional common stock from time to time under
those programs.
On October 2, 2020, a private
offer to certain eligible noteholders to exchange (the "Exchange
Offer") any and all of its outstanding $350.0 million aggregate principal amount of
7.375% Senior Secured Notes due 2022 (the "Existing Notes") for
newly issued 8.75% Senior Secured Notes due 2022 (the "New Notes")
commenced. As of the expiration date, October 30, 2020, an aggregate of $347.0 million principal amount of Existing Notes
were validly tendered and not validly withdrawn. Eligible holders
who validly tendered and did not validly withdraw their Existing
Notes received the early participation payments and accrued and
unpaid interest in cash on their Existing Notes accepted for
exchange to, but not including, the Settlement Date for the
Exchange Offer. In connection with the settlement of the Exchange
Offer and Consent Solicitation, on November
9, 2020, the Company issued $347,016,000 aggregate principal amount of the
New Notes.
Supplemental Financial Information:
For comparative
purposes, the following more detailed, unaudited statements of
operations for the three and nine months ended September 30, 2020 and 2019 are included.
|
|
|
|
|
Three Months Ended
September 30, 2020
|
|
|
|
|
|
(in thousands,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
Reach
|
|
|
|
Cable
|
|
Corporate/
|
|
|
|
|
|
Consolidated
|
Broadcasting
|
Media
|
|
Digital
|
Television
|
Eliminations
|
|
|
|
|
|
|
STATEMENT OF
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
REVENUE
|
$
|
91,912
|
$
|
31,645
|
$
|
7,751
|
$
|
8,451
|
$
|
44,746
|
$
|
(681)
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
technical
|
|
24,202
|
|
8,128
|
|
2,758
|
|
2,340
|
|
11,343
|
|
(367)
|
|
Selling, general and
administrative
|
|
23,516
|
|
12,137
|
|
1,271
|
|
4,514
|
|
5,870
|
|
(276)
|
|
Corporate selling,
general and administrative
|
|
7,893
|
|
-
|
|
603
|
|
6
|
|
1,207
|
|
6,077
|
|
Stock-based
compensation
|
|
794
|
|
103
|
|
-
|
|
-
|
|
-
|
|
691
|
|
Depreciation and
amortization
|
|
2,489
|
|
759
|
|
59
|
|
483
|
|
934
|
|
254
|
|
Impairment of
long-lived assets
|
|
29,050
|
|
29,050
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total operating
expenses
|
|
87,944
|
|
50,177
|
|
4,691
|
|
7,343
|
|
19,354
|
|
6,379
|
|
Operating income (loss)
|
|
3,968
|
|
(18,532)
|
|
3,060
|
|
1,108
|
|
25,392
|
|
(7,060)
|
|
INTEREST
INCOME
|
|
178
|
|
-
|
|
-
|
|
-
|
|
178
|
|
-
|
|
INTEREST
EXPENSE
|
|
18,243
|
|
-
|
|
-
|
|
79
|
|
1,919
|
|
16,245
|
|
OTHER INCOME,
net
|
|
(1,684)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,684)
|
|
(Loss) income before
(benefit from) provision for income taxes and noncontrolling
interest in income of subsidiaries
|
|
(12,413)
|
|
(18,532)
|
|
3,060
|
|
1,029
|
|
23,651
|
|
(21,621)
|
|
(BENEFIT FROM)
PROVISION FOR INCOME TAXES
|
|
(136)
|
|
(1,820)
|
|
746
|
|
-
|
|
5,931
|
|
(4,993)
|
|
CONSOLIDATED NET
(LOSS) INCOME
|
|
(12,277)
|
|
(16,712)
|
|
2,314
|
|
1,029
|
|
17,720
|
|
(16,628)
|
|
NET INCOME
ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
495
|
|
-
|
|
-
|
|
-
|
|
-
|
|
495
|
|
NET (LOSS) INCOME
ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(12,772)
|
$
|
(16,712)
|
$
|
2,314
|
$
|
1,029
|
$
|
17,720
|
$
|
(17,123)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA2
|
$
|
39,568
|
$
|
11,743
|
$
|
3,221
|
$
|
1,574
|
$
|
26,360
|
$
|
(3,330)
|
|
|
|
|
|
|
Three Months Ended
September 30, 2019
|
|
|
|
|
|
|
|
(in thousands,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
Reach
|
|
|
|
Cable
|
|
Corporate/
|
|
|
|
|
|
|
|
Consolidated
|
Broadcasting
|
Media
|
|
Digital
|
Television
|
Eliminations
|
|
|
|
|
|
|
|
|
|
|
STATEMENT OF
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
REVENUE
|
$
|
111,055
|
$
|
46,467
|
$
|
10,917
|
$
|
8,170
|
$
|
45,981
|
$
|
(480)
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
technical
|
|
31,037
|
|
10,240
|
|
4,070
|
|
2,899
|
|
14,268
|
|
(440)
|
|
|
|
Selling, general and
administrative
|
|
36,374
|
|
19,274
|
|
4,411
|
|
4,619
|
|
8,177
|
|
(107)
|
|
|
|
Corporate selling,
general and administrative
|
|
8,053
|
|
-
|
|
518
|
|
1
|
|
1,476
|
|
6,058
|
|
|
|
Stock-based
compensation
|
|
1,881
|
|
262
|
|
12
|
|
11
|
|
-
|
|
1,596
|
|
|
|
Depreciation and
amortization
|
|
2,593
|
|
791
|
|
60
|
|
474
|
|
953
|
|
315
|
|
|
|
Total operating
expenses
|
|
79,938
|
|
30,567
|
|
9,071
|
|
8,004
|
|
24,874
|
|
7,422
|
|
|
|
Operating income (loss)
|
|
31,117
|
|
15,900
|
|
1,846
|
|
166
|
|
21,107
|
|
(7,902)
|
|
|
|
INTEREST
INCOME
|
|
45
|
|
-
|
|
-
|
|
-
|
|
-
|
|
45
|
|
|
|
INTEREST
EXPENSE
|
|
20,239
|
|
337
|
|
-
|
|
-
|
|
1,919
|
|
17,983
|
|
|
|
OTHER (INCOME)
EXPENSE, net
|
|
(1,299)
|
|
515
|
|
-
|
|
-
|
|
-
|
|
(1,814)
|
|
|
|
Income (loss) before
provision for (benefit from) income taxes and noncontrolling
interest in income of subsidiaries
|
|
12,222
|
|
15,048
|
|
1,846
|
|
166
|
|
19,188
|
|
(24,026)
|
|
|
|
PROVISION FOR
(BENEFIT FROM) INCOME TAXES
|
|
6,535
|
|
3,869
|
|
485
|
|
(13)
|
|
4,892
|
|
(2,698)
|
|
|
|
CONSOLIDATED NET
INCOME (LOSS)
|
|
5,687
|
|
11,179
|
|
1,361
|
|
179
|
|
14,296
|
|
(21,328)
|
|
|
|
NET INCOME
ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
328
|
|
-
|
|
-
|
|
-
|
|
-
|
|
328
|
|
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
5,359
|
$
|
11,179
|
$
|
1,361
|
$
|
179
|
$
|
14,296
|
$
|
(21,656)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA2
|
$
|
38,671
|
$
|
17,116
|
$
|
1,918
|
$
|
710
|
$
|
22,101
|
$
|
(3,174)
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2020
|
|
|
|
|
|
(in thousands,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
Reach
|
|
|
|
Cable
|
|
Corporate/
|
|
|
|
|
|
Consolidated
|
Broadcasting
|
Media
|
|
Digital
|
Television
|
Eliminations
|
|
|
|
|
|
|
STATEMENT OF
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
REVENUE
|
$
|
262,795
|
$
|
87,066
|
$
|
20,709
|
$
|
20,844
|
$
|
136,003
|
$
|
(1,827)
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
technical
|
|
75,684
|
|
25,604
|
|
9,144
|
|
7,902
|
|
34,163
|
|
(1,129)
|
|
Selling, general and
administrative
|
|
75,109
|
|
41,555
|
|
4,324
|
|
11,845
|
|
18,022
|
|
(637)
|
|
Corporate selling,
general and administrative
|
|
23,365
|
|
-
|
|
1,941
|
|
25
|
|
3,587
|
|
17,812
|
|
Stock-based
compensation
|
|
1,455
|
|
214
|
|
59
|
|
6
|
|
-
|
|
1,176
|
|
Depreciation and
amortization
|
|
7,419
|
|
2,266
|
|
178
|
|
1,248
|
|
2,817
|
|
910
|
|
Impairment of
long-lived assets
|
|
82,700
|
|
82,700
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Total operating
expenses
|
|
265,732
|
|
152,339
|
|
15,646
|
|
21,026
|
|
58,589
|
|
18,132
|
|
Operating (loss) income
|
|
(2,937)
|
|
(65,273)
|
|
5,063
|
|
(182)
|
|
77,414
|
|
(19,959)
|
|
INTEREST
INCOME
|
|
212
|
|
-
|
|
-
|
|
-
|
|
178
|
|
34
|
|
INTEREST
EXPENSE
|
|
55,776
|
|
3
|
|
-
|
|
238
|
|
5,756
|
|
49,779
|
|
OTHER INCOME,
net
|
|
(3,282)
|
|
(1)
|
|
-
|
|
-
|
|
-
|
|
(3,281)
|
|
(Loss) income before
(benefit from) provision for income taxes and noncontrolling
interest in income of subsidiaries
|
|
(55,219)
|
|
(65,275)
|
|
5,063
|
|
(420)
|
|
71,836
|
|
(66,423)
|
|
(BENEFIT FROM)
PROVISION FOR INCOME TAXES
|
|
(21,526)
|
|
(11,693)
|
|
1,320
|
|
-
|
|
17,972
|
|
(29,125)
|
|
CONSOLIDATED NET
(LOSS) INCOME
|
|
(33,693)
|
|
(53,582)
|
|
3,743
|
|
(420)
|
|
53,864
|
|
(37,298)
|
|
NET INCOME
ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
846
|
|
-
|
|
-
|
|
-
|
|
-
|
|
846
|
|
NET (LOSS) INCOME
ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
(34,539)
|
$
|
(53,582)
|
$
|
3,743
|
$
|
(420)
|
$
|
53,864
|
$
|
(38,144)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA2
|
$
|
96,365
|
$
|
21,307
|
$
|
5,601
|
$
|
1,283
|
$
|
80,335
|
$
|
(12,161)
|
|
|
|
|
|
|
Nine Months Ended
September 30, 2019
|
|
|
|
|
|
|
(in thousands,
unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Radio
|
|
Reach
|
|
|
|
Cable
|
|
Corporate/
|
|
|
|
|
|
|
Consolidated
|
Broadcasting
|
|
Media
|
|
Digital
|
Television
|
Eliminations
|
|
|
|
|
|
|
|
|
STATEMENT OF
OPERATIONS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
REVENUE
|
$
|
331,075
|
$
|
132,528
|
$
|
36,660
|
$
|
23,280
|
$
|
140,234
|
$
|
(1,627)
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Programming and
technical
|
|
93,779
|
|
31,131
|
|
12,150
|
|
8,438
|
|
43,417
|
|
(1,357)
|
|
|
Selling, general and
administrative
|
|
115,174
|
|
57,561
|
|
16,712
|
|
13,831
|
|
27,241
|
|
(171)
|
|
|
Corporate selling,
general and administrative
|
|
26,245
|
|
-
|
|
2,062
|
|
2
|
|
4,617
|
|
19,564
|
|
|
Stock-based
compensation
|
|
2,592
|
|
450
|
|
31
|
|
39
|
|
9
|
|
2,063
|
|
|
Depreciation and
amortization
|
|
14,451
|
|
2,510
|
|
178
|
|
1,395
|
|
9,430
|
|
938
|
|
|
Impairment of
long-lived assets
|
|
3,800
|
|
3,800
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
Total operating
expenses
|
|
256,041
|
|
95,452
|
|
31,133
|
|
23,705
|
|
84,714
|
|
21,037
|
|
|
Operating income (loss)
|
|
75,034
|
|
37,076
|
|
5,527
|
|
(425)
|
|
55,520
|
|
(22,664)
|
|
|
INTEREST
INCOME
|
|
131
|
|
-
|
|
-
|
|
-
|
|
-
|
|
131
|
|
|
INTEREST
EXPENSE
|
|
61,647
|
|
1,012
|
|
-
|
|
-
|
|
5,757
|
|
54,878
|
|
|
OTHER (INCOME)
EXPENSE, net
|
|
(4,669)
|
|
517
|
|
-
|
|
-
|
|
-
|
|
(5,186)
|
|
|
Income (loss) before
provision for (benefit from) income taxes and noncontrolling
interest in income of subsidiaries
|
|
18,187
|
|
35,547
|
|
5,527
|
|
(425)
|
|
49,763
|
|
(72,225)
|
|
|
PROVISION FOR
(BENEFIT FROM) INCOME TAXES
|
|
8,342
|
|
9,121
|
|
1,343
|
|
(10)
|
|
12,559
|
|
(14,671)
|
|
|
CONSOLIDATED NET
INCOME (LOSS)
|
|
9,845
|
|
26,426
|
|
4,184
|
|
(415)
|
|
37,204
|
|
(57,554)
|
|
|
NET INCOME
ATTRIBUTABLE TO NONCONTROLLING INTERESTS
|
|
999
|
|
-
|
|
-
|
|
-
|
|
-
|
|
999
|
|
|
NET INCOME (LOSS)
ATTRIBUTABLE TO COMMON STOCKHOLDERS
|
$
|
8,846
|
$
|
26,426
|
$
|
4,184
|
$
|
(415)
|
$
|
37,204
|
$
|
(58,553)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA2
|
$
|
106,017
|
$
|
44,301
|
$
|
5,754
|
$
|
1,459
|
$
|
65,125
|
$
|
(10,622)
|
Urban One, Inc. will hold a conference call to discuss its
results for the third fiscal quarter of 2020. The conference call
is scheduled for Thursday, November 12,
2020 at 10:00 a.m. EST. To
participate on this call, U.S. callers may dial toll-free
1-877-226-8152; international callers may dial direct (+1)
234-720-6982. The Access Code is 163684.
A replay of the conference call will be available from
1:00 p.m. EST November 12, 2020 until 12:00 a.m. EST November
15, 2020. Callers may access the replay by calling
1-866-207-1041; international callers may dial direct (+1)
402-970-0847. The replay Access Code is 8586903.
Access to live audio and a replay of the conference call will
also be available on Urban One's corporate website at
www.urban1.com. The replay will be made available on the website
for seven days after the call.
Urban One, Inc. (urban1.com), together with its
subsidiaries, is the largest diversified media company that
primarily targets Black Americans and urban consumers in
the United States. The Company
owns TV One, LLC (tvone.tv), a television network serving
more than 59 million households, offering a broad range of original
programming, classic series and movies designed to entertain,
inform and inspire a diverse audience of adult Black viewers. As of
October 2020, Urban One
currently owns and/or operates 61 broadcast stations (including all
HD stations, translator stations and the low power television
stations we operate) branded under the tradename "Radio One" in 14
urban markets in the United
States. Through its controlling interest in Reach Media,
Inc. (blackamericaweb.com), the Company also operates
syndicated programming including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley
Show. In addition to its radio and television broadcast assets,
Urban One owns iOne Digital (ionedigital.com), our
wholly owned digital platform serving the African-American
community through social content, news, information, and
entertainment websites, including its Cassius, Bossip, HipHopWired
and MadameNoire digital platforms and brands. We also have invested
in a minority ownership interest in MGM National Harbor, a gaming
resort located in Prince George's County,
Maryland. Through our national multi-media operations, we
provide advertisers with a unique and powerful delivery mechanism
to the African-American and urban audiences.
Notes:
1
"Broadcast and digital operating income" consists of net (loss)
income before depreciation and amortization, corporate selling,
general and administrative expenses, stock-based compensation,
income taxes, noncontrolling interest in income (loss) of
subsidiaries, interest expense, impairment of long-lived assets,
other (income) expense, loss (gain) on retirement of debt, gain on
sale-leaseback and interest income. Broadcast and digital operating
income is not a measure of financial performance under generally
accepted accounting principles. Nevertheless, broadcast and digital
operating income is a significant measure used by our management to
evaluate the operating performance of our core operating segments
because broadcast and digital operating income provides helpful
information about our results of operations apart from expenses
associated with our fixed assets and long-lived intangible assets,
income taxes, investments, debt financings and retirements,
overhead, stock-based compensation, impairment charges, and asset
sales. Our measure of broadcast and digital operating income is
similar to industry use of station operating income; however, it
reflects our more diverse business and therefore is not completely
analogous to "station operating income" or other similarly titled
measures used by other companies. Broadcast and digital operating
income does not purport to represent operating income or 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 September 30,
2020 and 2019, Urban One had 44,175,385 and 44,315,077
shares of common stock outstanding on a weighted average basis
(basic), respectively. For the nine months ended September 30, 2020 and 2019, Urban One had
44,738,635 and 44,912,673 shares of common stock outstanding on a
weighted average basis (basic), respectively.
4
For the three months ended September 30,
2020 and 2019, Urban One had 44,175,385 and 46,118,702
shares of common stock outstanding on a weighted average basis
(fully diluted for outstanding stock awards), respectively. For the
nine months ended September 30, 2020
and 2019, Urban One had 44,738,635 and 46,965,245 shares of common
stock outstanding on a weighted average basis (fully diluted
for outstanding stock awards), respectively.
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SOURCE Urban One, Inc.