0001558370-22-016424 | 10-Q | XBRL Viewer

INCOME TAXES (Details) - USD ($)	3 Months Ended	9 Months Ended
Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
INCOME TAXES
Provision (benefit) for income taxes	$ 3,364,000	$ 6,257,000	$ 12,675,000	$ 12,366,000
Pre-tax income from continuing operations	7,937,000	$ 20,712,000	$ 50,122,000	$ 45,760,000
Effective Income Tax Rate Reconciliation, Percent			25.30%
Decrease unrecognized tax benefits related to state tax	$ 680,000		$ 680,000
State tax law changes, tax expense			$ 131,000
Estimated effective annual income tax rate reconciliation, percentage			30.30%
PPP loan
INCOME TAXES
Provision (benefit) for income taxes			$ 2,400,000

SEGMENT INFORMATION (Details) $ in Thousands	3 Months Ended	9 Months Ended
Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
SEGMENT INFORMATION
Number of reportable segments \| segment			4
NET REVENUE	$ 121,403	$ 111,463	$ 352,562	$ 310,496
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	85,474	74,652	234,441	207,419
Depreciation and Amortization:	2,505	2,336	7,391	6,925
Impairment of Long-Lived Assets:	14,450		31,383	0
Operating income (loss):	18,974	34,475	79,347	96,152
Capital expenditures by segment are as follows:	2,220	1,728	6,091	4,182
Total Assets:	1,250,696		1,250,696		$ 1,261,108
Radio Broadcasting
SEGMENT INFORMATION
NET REVENUE	40,407	38,541	109,091	101,793
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	27,647	25,356	76,803	71,054
Depreciation and Amortization:	837	814	2,477	2,335
Impairment of Long-Lived Assets:	14,450		31,383
Operating income (loss):	(2,527)	12,371	(1,572)	28,404
Capital expenditures by segment are as follows:	1,480	655	2,736	1,882
Total Assets:	614,962		614,962		627,948
Radio Broadcasting \| Intersegment Eliminations [Member]
SEGMENT INFORMATION
NET REVENUE	(845)	(844)	(2,744)	(2,481)
Reach Media
SEGMENT INFORMATION
NET REVENUE	10,071	9,939	31,194	27,169
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	6,974	6,281	19,449	17,457
Depreciation and Amortization:	50	49	143	160
Operating income (loss):	3,047	3,609	11,602	9,552
Capital expenditures by segment are as follows:	17	68	191	100
Total Assets:	42,165		42,165		33,451
Digital
SEGMENT INFORMATION
NET REVENUE	20,986	14,981	54,353	40,466
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	13,408	9,596	34,489	26,449
Depreciation and Amortization:	329	307	995	945
Operating income (loss):	7,249	5,078	18,869	13,072
Capital expenditures by segment are as follows:	320	342	955	914
Total Assets:	33,134		33,134		32,915
Cable Television
SEGMENT INFORMATION
NET REVENUE	50,784	48,846	160,668	143,549
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	26,130	24,650	77,829	69,721
Depreciation and Amortization:	955	932	2,853	2,799
Operating income (loss):	23,699	23,264	79,986	71,029
Capital expenditures by segment are as follows:	1	68	617	250
Total Assets:	410,861		410,861		367,896
Corporate/Eliminations
SEGMENT INFORMATION
NET REVENUE	(845)	(844)	(2,744)	(2,481)
Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):	11,315	8,769	25,871	22,738
Depreciation and Amortization:	334	234	923	686
Operating income (loss):	(12,494)	(9,847)	(29,538)	(25,905)
Capital expenditures by segment are as follows:	402	$ 595	1,592	$ 1,036
Total Assets:	$ 149,574		$ 149,574		$ 198,898

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2022

7. SEGMENT INFORMATION:

The Company has four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. These segments operate in the United States and are consistently aligned with the Company’s management of its businesses and its financial reporting structure.

The radio broadcasting segment consists of all broadcast results of operations. The Reach Media segment consists of the results of operations for the related activities and operations of our syndicated shows. The digital segment includes the results of our online business, including the operations of Interactive One, as well as the digital components of our other reportable segments. The cable television segment consists of the Company’s cable TV operation, including results of operations of TV One and CLEO TV. Corporate/Eliminations represents financial activity associated with our corporate staff and offices and intercompany activity among the four segments.

Operating loss or income represents total revenues less operating expenses, depreciation and amortization, and impairment of long-lived assets. Intercompany revenue earned and expenses charged between segments are recorded at estimated fair value and eliminated in consolidation.

The accounting policies described in the summary of significant accounting policies in Note 1 – Organization and Summary of Significant Accounting Policies are applied consistently across the segments.

Detailed segment data for the three and nine months ended September 30, 2022 and 2021, is presented in the following tables:


	Three Months Ended
	September 30,
	2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	40,407	$	38,541
Reach Media		10,071		9,939
Digital		20,986		14,981
Cable Television		50,784		48,846
Corporate/Eliminations*		(845)		(844)
Consolidated	$	121,403	$	111,463

Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	27,647	$	25,356
Reach Media		6,974		6,281
Digital		13,408		9,596
Cable Television		26,130		24,650
Corporate/Eliminations		11,315		8,769
Consolidated	$	85,474	$	74,652

Depreciation and Amortization:
Radio Broadcasting	$	837	$	814
Reach Media		50		49
Digital		329		307
Cable Television		955		932
Corporate/Eliminations		334		234
Consolidated	$	2,505	$	2,336

Impairment of Long-Lived Assets:
Radio Broadcasting	$	14,450	$	—
Reach Media		—		—
Digital		—		—
Cable Television		—		—
Corporate/Eliminations		—		—
Consolidated	$	14,450	$	—

Operating income (loss):
Radio Broadcasting	$	(2,527)	$	12,371
Reach Media		3,047		3,609
Digital		7,249		5,078
Cable Television		23,699		23,264
Corporate/Eliminations		(12,494)		(9,847)
Consolidated	$	18,974	$	34,475

* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(845)	$	(844)


Capital expenditures by segment are as follows:
Radio Broadcasting	$	1,480	$	655
Reach Media		17		68
Digital		320		342
Cable Television		1		68
Corporate/Eliminations		402		595
Consolidated	$	2,220	$	1,728


	Nine Months Ended
	September 30,
	2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	109,091	$	101,793
Reach Media		31,194		27,169
Digital		54,353		40,466
Cable Television		160,668		143,549
Corporate/Eliminations*		(2,744)		(2,481)
Consolidated	$	352,562	$	310,496

Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	76,803	$	71,054
Reach Media		19,449		17,457
Digital		34,489		26,449
Cable Television		77,829		69,721
Corporate/Eliminations		25,871		22,738
Consolidated	$	234,441	$	207,419

Depreciation and Amortization:
Radio Broadcasting	$	2,477	$	2,335
Reach Media		143		160
Digital		995		945
Cable Television		2,853		2,799
Corporate/Eliminations		923		686
Consolidated	$	7,391	$	6,925

Impairment of Long-Lived Assets:
Radio Broadcasting	$	31,383	$	—
Reach Media		—		—
Digital		—		—
Cable Television		—		—
Corporate/Eliminations		—		—
Consolidated	$	31,383	$	—

Operating income (loss):
Radio Broadcasting	$	(1,572)	$	28,404
Reach Media		11,602		9,552
Digital		18,869		13,072
Cable Television		79,986		71,029
Corporate/Eliminations		(29,538)		(25,905)
Consolidated	$	79,347	$	96,152

* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(2,744)	$	(2,481)


Capital expenditures by segment are as follows:
Radio Broadcasting	$	2,736	$	1,882
Reach Media		191		100
Digital		955		914
Cable Television		617		250
Corporate/Eliminations		1,592		1,036
Consolidated	$	6,091	$	4,182


	As of
	September 30,		December 31,
	2022		2021
	(Unaudited)
	(In thousands)
Total Assets:
Radio Broadcasting	$	614,962	$	627,948
Reach Media		42,165		33,451
Digital		33,134		32,915
Cable Television		410,861		367,896
Corporate/Eliminations		149,574		198,898
Consolidated	$	1,250,696	$	1,261,108

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Preferred Stock Convertible Preferred Stock	Common Stock Common Stock Class A	Common Stock Common Stock Class B	Common Stock Common Stock Class C	Common Stock Common Stock Class D	Additional Paid-In Capital	Accumulated Deficit	Total
BALANCE at Dec. 31, 2020	$ 0	$ 4	$ 3	$ 3	$ 38	$ 991,769	$ (804,919)	$ 186,898
Consolidated net income	0	0	0	0	0	0	31,749	31,749
Stock-based compensation expense	0	0	0	0	0	478	0	478
Repurchase of shares of common stock	0	0	0	0	(1)	(943)	0	(944)
Issuance of shares of Class A common stock	0	4	0	0	0	33,273	0	33,277
Exercise of options for common stock	0	0	0	0	0	366	0	366
Adjustment of redeemable noncontrolling interests to estimated redemption value	0	0	0	0	0	(3,671)	0	(3,671)
BALANCE at Sep. 30, 2021	0	8	3	3	37	1,021,272	(773,170)	248,153
BALANCE at Dec. 31, 2021	0	9	3	2	37	1,020,636	(766,567)	254,120
Consolidated net income	0	0	0	0	0	0	35,616	35,616
Stock-based compensation expense	0	1	0	0	1	5,467	0	5,469
Repurchase of shares of common stock	0	0	0	0	(4)	(26,482)		(26,486)
Exercise of options for common stock	0	0	0	0	0	50	0	50
Adjustment of redeemable noncontrolling interests to estimated redemption value	0	0	0	0	0	(2,717)	0	(2,717)
BALANCE at Sep. 30, 2022	$ 0	$ 10	$ 3	$ 2	$ 34	$ 996,954	$ (730,951)	$ 266,052

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

STOCKHOLDERS' EQUITY

9 Months Ended

Sep. 30, 2022

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

6. STOCKHOLDERS’ EQUITY:

On June 16, 2020, the Company’s Board of Directors authorized an amendment (the “Potential Amendment”) of Urban One's certificate of incorporation to effect a reverse stock split across all classes of common stock by a ratio of not less than one-for-two and not more than one-for-fifty at any time prior to December 31, 2021, with the exact ratio to be set at a whole number within this range as determined by the Board of Directors in its discretion. The Company’s shareholders approved the Potential Amendment at the annual meeting of the shareholders June 16, 2020. The Company has not acted on the Potential Amendment but may do so in the future at the discretion of the Board of Directors.

In August 2020, the Company entered into an arrangement (the “2020 Open Market Sales Agreement”) to sell shares, from time to time, of its Class A common stock, par value $0.001 per share (the “Class A Shares”). During the year ended December 31, 2020, the Company issued 2,859,276 shares of its Class A Shares at a weighted average price of $5.39 for approximately $14.7 million of net proceeds after associated fees and expenses. In January 2021, the Company, issued and sold an additional 1,465,826 shares for approximately $9.3 million of net proceeds after associated fees and expenses, which completed the 2020 Open Market Sales Agreement. Subsequently, in January 2021, the Company entered into an arrangement (the “2021 Open Market Sale Agreement”) to sell additional Class A Shares from time to time. During the three months ended March 31, 2021, the Company issued and sold 420,439 Class A Shares

for approximately $2.8 million of net proceeds after associated fees and expenses. During the three months ended June 30, 2021, the Company issued and sold an additional 1,893,126 Class A Shares for approximately $21.2 million of net proceeds after associated fees and expenses, which completed its 2021 Open Market Sales Agreement.

On May 17, 2021, the Company entered into an Open Market Sale Agreement (the “Class D Sale Agreement”) under which the Company may offer and sell, from time to time at its sole discretion, shares of its Class D common stock, par value $0.001 per share (the “Class D Shares”). On May 17, 2021, the Company filed a prospectus supplement pursuant to the Class D Sale Agreement for the offer and sale of its Class D Shares having an aggregate offering price of up to $25.0 million. As of September 30, 2022, the Company has not sold any Class D Shares under the Class D Sale Agreement. The Company may from time to time also enter into new additional ATM programs and issue additional common stock from time to time under those programs.

On October 29, 2021, Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc., Catherine L. Hughes, Founder and Chairperson of Urban One, Inc., and entities affiliated with one or both of them, converted a total of 883,890 shares of Class C Common Stock from their personal holdings into 883,890 shares of Class A Common Stock, also in their personal holdings.

Stock Repurchase Program

From time to time, the Board of Directors has authorized repurchases of shares of the Company’s Class A and Class D common stock. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”). Under open authorizations, repurchases may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Shares are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company’s Class A and/or Class D common stock and other factors, and subject to restrictions under applicable law. When in effect, the Company executes upon stock repurchase programs in a manner consistent with market conditions and the interests of the stockholders, including maximizing stockholder value.

On March 7, 2022, the Board of Directors authorized and approved a share repurchase program for up to $25 million of the currently outstanding shares of the Company’s Class A and/or Class D common stock over a period of 24 months. During the three months ended September 30, 2022, the Company repurchased 100,803 shares of Class D common stock in the amount of $439,000 at an average price of $4.35 per share and during the nine months ended September 30, 2022, the Company repurchased 4,766,392 shares of Class D common stock in the amount of approximately $25.0 million at an average price of $5.25 per share. The Company did not repurchase any Shares of Class A common stock during the nine months ended September 30, 2022. As of September 30, 2022, the Company did not have any amount remaining under its most recent and open authorization with respect to its Class A and Class D common stock. During the three and nine months ended September 30, 2021, the Company did not repurchase any shares of Class A common stock and repurchased 6,715 shares of Class D common stock in the amount of $39,000 at an average price of $5.80 per share.

On September 27, 2022, the Compensation Committee authorized the repurchase up to $500,000 worth of shares in the aggregate from employees who want to sell in connection with the Company’s most recent employee stock grant. During the three and nine months ended September 30, 2022 the Company did not repurchase any shares of Class A or Class D stock under this authorization.

In addition, the Company has limited but ongoing authority to purchase shares of Class D common stock (in one or more transactions at any time there remain outstanding grants) under the Company’s 2009 Stock Plan and 2019 Equity and Performance Incentive Plan (both as defined below). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2009 Stock Plan and the 2019 Equity and Performance Incentive Plan, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a “Stock Vest Tax Repurchase”). During the three months ended September 30, 2022 and 2021, the Company executed Stock Vest Tax Repurchases of 325,872 shares of Class D Common Stock in the amount of approximately $1.4 million at an average price of $4.23 per share and 3,285 shares of Class D Common Stock in the amount of $18,000 at an average price of $5.38 per share, respectively. During the nine months September 30, 2022 and 2021, the Company executed Stock Vest Tax Repurchases of 344,702 shares of Class D Common Stock in the amount of approximately $1.5 million at an average price of $4.29 per share and 512,632 shares of Class D Common Stock in the amount of $922,000 at an average price of $1.80 per share, respectively.

Stock Option and Restricted Stock Grant Plan

The Company’s 2009 stock option and restricted stock plan (the “2009 Stock Plan”) was originally approved by the stockholders at the Company’s annual meeting on December 16, 2009. The Company had the authority to issue up to 8,250,000 shares of Class D Common Stock under the 2009 Stock Plan. Since its original approval, from time to time, the Board of Directors adopted and as required, our stockholders approved certain amendments to and restatement of the 2009 Stock Plan (the “Amended and Restated 2009 Stock Plan”). The amendments under the Amended and Restated 2009 Stock Plan primarily affected (i) the number of shares with respect to which options and restricted stock grants may be granted under the 2009 Stock Plan and (ii) the maximum number of shares that can be awarded to any individual in any one calendar year. In 2015, the Board of Directors adopted, and our stockholders approved an amendment that replenished the authorized plan shares, increasing the number of shares of Class D common stock available for grant back up to 8,250,000 shares. The new stock option and restricted stock plan (“2019 Equity and Performance Incentive Plan”), currently in effect was approved by the stockholders at the Company’s annual meeting on May 21, 2019. The Board of Directors adopted, and on May 21, 2019, our stockholders approved, the 2019 Equity and Performance Incentive Plan which was funded with 5,500,000 shares of Class D Common Stock. On June 23, 2021, the Company’s Board of Directors authorized an amendment of the Urban One 2019 Equity and Performance Incentive Plan to increase the number of shares available for grant and to provide the grant of Class A as well as Class D shares. The amendment was approved by the Company’s shareholders and added 5,519,575 shares of Class D Shares and added 2,000,000 Class A Shares. As of September 30, 2022, 3,656,278 shares of Class D common stock and 1,250,000 shares of Class A common stock were available for grant under the 2019 Equity and Performance Incentive Plan. The Company uses an average life for all option awards. The Company settles stock options upon exercise by issuing stock.

On September 27, 2022, the Compensation Committee of the Board of Directors of the Company awarded Catherine Hughes, Chairperson, 201,961 restricted shares of the Company’s Class D common stock, and stock options to purchase 101,702 shares of the Company’s Class D common stock. The grants were effective September 27, 2022, and immediately vested on September 27, 2022.

On September 27, 2022, the Compensation Committee awarded Catherine Hughes, Chairperson, 281,250 restricted shares of the Company’s Class A common stock. The grant was effective September 27, 2022, and cliff vests January 5, 2025.

On June 12, 2019, the Compensation Committee awarded Catherine Hughes, Chairperson, 427,148 restricted shares of the Company’s Class D common stock, and stock options to purchase 189,843 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021.

On September 27, 2022, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer, 336,602 restricted shares of the Company’s Class D common stock, and stock options to purchase 169,503 shares of the Company’s Class D common stock. The grants were effective September 27, 2022, and immediately vested on September 27, 2022.

On September 27, 2022, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer, 468,750 restricted shares of the Company’s Class A common stock. The grant was effective September 27, 2022, and cliff vests January 5, 2025.

On June 12, 2019, the Compensation Committee awarded Alfred Liggins, Chief Executive Officer and President, 711,914 restricted shares of the Company’s Class D common stock, and stock options to purchase 316,406 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021.

On September 27, 2022, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 115,248 restricted shares of the Company’s Class D common stock, and stock options to purchase 58,036 shares of the Company’s Class D common stock. The grants were effective September 27, 2022, and immediately vested on September 27, 2022.

On September 27, 2022, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 150,000 restricted shares of the Company’s Class D common stock. The grant was effective September 27, 2022, and cliff vests January 5, 2025.

On June 12, 2019, the Compensation Committee awarded Peter Thompson, Chief Financial Officer, 243,750 restricted shares of the Company’s Class D common stock, and stock options to purchase 108,333 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021.

On September 27, 2022, the Compensation Committee awarded David Kantor, Chief Executive Officer – Radio Division, 100,160 restricted shares of the Company’s Class D common stock, and stock options to purchase 50,438 shares of the Company’s Class D common stock. The grants were effective September 27, 2022, and immediately vested on September 27, 2022.

On June 12, 2019, the Compensation Committee awarded David Kantor, Chief Executive Officer – Radio Division, 211,838 restricted shares of the Company’s Class D common stock, and stock options to purchase 94,150 shares of the Company’s Class D common stock. The grants were effective June 5, 2020 and vested on January 6, 2021.

On September 27, 2022, the Compensation Committee awarded Karen Wishart, Chief Administrative Officer, 39,007 restricted shares of the Company’s Class D common stock, and stock options to purchase 19,643 shares of the Company’s Class D common stock. The grants were effective September 27, 2022, and immediately vested on September 27, 2022.

On September 27, 2022, the Compensation Committee awarded C. Kristopher Simpson, General Counsel, 23,936 restricted shares of the Company’s Class D common stock, and stock options to purchase 12,054 shares of the Company’s Class D common stock. The grants were effective September 27, 2022, and immediately vested on September 27, 2022

On September 27, 2022, the Compensation Committee awarded 195,032 restricted shares of the Company’s Class D common stock, and stock options to purchase 208,298 shares of the Company’s Class D common stock to certain employees pursuant to the Company’s long-term incentive plan. The grants were effective September 27, 2022 with various vest dates of January 5, 2023, March 31, 2023 and September 29, 2023.

Pursuant to the terms of each of our stock plans and subject to the Company’s insider trading policy, a portion of each recipient’s vested shares may be sold in the open market for tax purposes on or about the vesting dates.

Stock-based compensation expense for the three months ended September 30, 2022 and 2021, was approximately $5.0 million and $53,000, respectively, and for the nine months ended September 30, 2022 and 2021, was approximately $5.5 million and $478,000, respectively.

The Company granted a total of 877,174 stock options during the three months ended September 30, 2022 and granted a total of 884,061 stock options during the nine months ended September 30, 2022. The Company did not grant any stock options during the three months ended September 30, 2021, and granted 20,000 stock options during the nine months ended September 30, 2021.

Transactions and other information relating to stock options for the nine months ended September 30, 2022, are summarized below:


				Weighted-Average
				Remaining	Aggregate
	Number of	Weighted-Average		Contractual Term	Intrinsic
	Options	Exercise Price		(In Years)	Value
Outstanding at December 31, 2021	3,770,913	$	2.18	5.68	$	4,660,000
Grants	884,061	$	4.22	—		—
Exercised	(60,240)	$	0.83	—		—
Forfeited/cancelled/expired/settled	—	$	—	—		—
Balance as of September 30, 2022	4,594,734	$	2.59	5.98	$	7,701,000
Vested and expected to vest at September 30, 2022	4,541,393	$	2.57	5.93	$	7,700,000
Unvested at September 30, 2022	465,798	$	4.23	9.99	$	10,000
Exercisable at September 30, 2022	4,128,936	$	2.40	5.52	$	7,691,000

The aggregate intrinsic value in the table above represents the difference between the Company’s stock closing price on the last day of trading during the nine months ended September 30, 2022, and the exercise price, multiplied by the number of shares that would have been received by the holders of in-the-money options had all the option holders exercised their options on September 30, 2022. This amount changes based on the fair market value of the Company’s stock.

There were zero and 60,240 options exercised during the three and nine months ended September 30, 2022. There were 22,500 and 219,756 options exercised during the three and nine months ended September 30, 2021, respectively. A total of 422,385 and 439,180 options vested during the three and nine months ended September 30, 2022, respectively. A total of 70,796 and 903,643 options vested during the three and nine months ended September 30, 2021, respectively.

As of September 30, 2022, approximately $1.3 million of total unrecognized compensation cost related to stock options is expected to be recognized over a weighted-average period of 19 months. The weighted-average fair value per share of shares underlying stock options was $1.67 at September 30, 2022.

The Company granted 1,302,928 and 1,357,687 restricted shares of Class D common stock during the three and nine months ended September 30, 2022, respectively. The Company granted 38,684 and 101,057 restricted shares of Class D common stock during the three and nine months ended September 30, 2021, respectively.

The Company granted 750,000 restricted shares of Class A common stock during the three and nine months ended September 30, 2022. The Company did not grant any restricted shares of Class A common stock during the three and nine months ended September 30, 2021.

On July 5, 2022, each of the four non-executive directors received 11,848 shares of restricted stock, valued at $50,000 based upon the closing price of the Company’s Class D common stock on the grant date. The shares vest in equal portions over two years. On July 6, 2021, each of the four non-executive directors received 9,671 shares of restricted stock, valued at $50,000 based upon the closing price of the Company’s Class D common stock on the grant date. The shares vest in equal portions over two years.

Transactions and other information relating to restricted shares of Class D common stock grants for the nine months ended September 30, 2022, are summarized below:


		Average
		Fair Value
		at Grant
	Shares	Date
Unvested at December 31, 2021	76,056	$	3.90
Grants	1,357,687	$	4.27
Vested	(999,479)	$	4.25
Forfeited/cancelled/expired	—	$	—
Unvested at September 30, 2022	434,264	$	4.27

For awards of Class A common stock during the three and nine months ended September 30, 2022 and 2021, the Company granted 750,000 shares of restricted stock on September 27, 2022, at an average fair value at grant date of $5.39 per share. There were no shares

that vested or were cancelled during the period. There were 750,000 unvested shares of restricted Class A common stock as of September 30, 2022 with an average fair value at grant date of $5.39.

Restricted stock grants for Class D shares were and are included in the Company’s outstanding share numbers on the effective date of grant. As of September 30, 2022, approximately $1.8 million of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over a weighted-average period of 17 months.

Restricted stock grants for Class A shares were and are included in the Company’s outstanding share numbers on the effective date of grant. As of September 30, 2022, approximately $4.0 million of total unrecognized compensation cost related to restricted stock grants is expected to be recognized over a weighted-average period of 27 months.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

STOCKHOLDERS' EQUITY - Additional Information (Details)							1 Months Ended		3 Months Ended				9 Months Ended		12 Months Ended
STOCKHOLDERS' EQUITY - Additional Information (Details)	Sep. 27, 2022 USD ($) shares	Jul. 05, 2022 USD ($) director shares	Oct. 29, 2021 shares	Jul. 06, 2021 USD ($) director shares	Jun. 23, 2021 shares	Jun. 12, 2019 shares	Nov. 04, 2022 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Jun. 30, 2021 USD ($) shares	Mar. 31, 2021 USD ($) shares	Sep. 30, 2022 USD ($) $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Dec. 31, 2020 USD ($) $ / shares	Mar. 07, 2022 USD ($)	Dec. 31, 2021 $ / shares shares	May 17, 2021 USD ($) $ / shares	Aug. 31, 2020 $ / shares	May 21, 2019 shares	Jun. 02, 2015 shares	Dec. 31, 2009 shares
STOCKHOLDERS' EQUITY
Number of shares issued during period \| $														$ 33,277,000
Net proceeds after associated fees and expenses \| $													$ 0	33,277,000
Stock Repurchased During Period, Value \| $													26,486,000	944,000
Share-based Compensation, Total \| $									$ 5,000,000.0	$ 53,000			$ 5,469,000	$ 478,000
Stock options
STOCKHOLDERS' EQUITY
Stock options to purchase common stock									877,174	0			884,061	20,000
Number of options vested in period									422,385	70,796			439,180	903,643
Share-based Compensation Arrangement by Share-based Payment Award Options exercised Number of Shares									0	22,500			60,240	219,756
Number of Options, Vested and expected to vest									4,541,393				4,541,393
Employee [Member]
STOCKHOLDERS' EQUITY
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value \| $ / shares													$ 1.67
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition													19 months
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Stock Options \| $									$ 1,300,000				$ 1,300,000
Class A And Class D Common Stock [Member]
STOCKHOLDERS' EQUITY
Stock repurchase , Authorized amount \| $																$ 25,000,000
Stock Repurchased During Period, Shares									0				0
Class A And Class D Common Stock [Member] \| Maximum
STOCKHOLDERS' EQUITY
Stock repurchase , Authorized amount \| $	$ 500,000
Common Class D [Member]
STOCKHOLDERS' EQUITY
Stock Repurchased During Period, Shares									100,803	6,715			4,766,392	6,715
Stock Repurchased During Period, Value \| $									$ 439,000	$ 39,000			$ 25,000,000.0	$ 39,000
Repurchase Of Common Stock Price Per Share \| $ / shares									$ 4.35	$ 5.80			$ 5.25	$ 5.80
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized																					8,250,000
Common Class D [Member] \| Subsequent events
STOCKHOLDERS' EQUITY
Stock repurchase , Authorized amount remaining \| $							$ 443,000
Stock Repurchased During Period, Shares							13,577
Stock Repurchased During Period, Value \| $							$ 57,000
Repurchase Of Common Stock Price Per Share \| $ / shares							$ 4.23
Common Class D [Member] \| Open Market Sales Agreement
STOCKHOLDERS' EQUITY
Shares issued and sold													0
Common Class D [Member] \| Class D Sale Agreement
STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share) \| $ / shares																		$ 0.001
Common Class D [Member] \| Scenario, Plan [Member] \| Class D Sale Agreement \| Maximum
STOCKHOLDERS' EQUITY
Aggregate offering price \| $																		$ 25,000,000.0
Common Class D [Member] \| Restricted stock awards [Member]
STOCKHOLDERS' EQUITY
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition													17 months
Other than options, granted									1,302,928	38,684			1,357,687	101,057
Total unrecognized compensation, other than options \| $									$ 1,800,000				$ 1,800,000
Common Class D [Member] \| Stock Plan 2009 [Member]
STOCKHOLDERS' EQUITY
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized																						8,250,000
Common Class D [Member] \| Stock Vest Tax Repurchase [Member]
STOCKHOLDERS' EQUITY
Stock Repurchased During Period, Shares									325,872	3,285			344,702	512,632
Stock Repurchased During Period, Value \| $									$ 1,400,000	$ 18,000			$ 1,500,000	$ 922,000
Repurchase Of Common Stock Price Per Share \| $ / shares									$ 4.23	$ 5.38			$ 4.29	$ 1.80
Common Class D [Member] \| 2019 Equity and Performance Incentive Plan
STOCKHOLDERS' EQUITY
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant									3,656,278				3,656,278							5,500,000
Additional shares authorized					5,519,575
Common Class D [Member] \| Chief Financial Officer [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	115,248
Common Class D [Member] \| Chief Financial Officer [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Two [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	150,000
Common Class D [Member] \| Chief Financial Officer [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Three [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures						243,750
Common Class D [Member] \| Chief Financial Officer [Member] \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	58,036
Common Class D [Member] \| Chief Financial Officer [Member] \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche Three [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock						108,333
Common Class D [Member] \| Chief Administrative Officer [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	39,007
Common Class D [Member] \| Chief Administrative Officer [Member] \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	19,643
Common Class D [Member] \| Employee [Member] \| Long Term Incentive Plan \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	195,032
Common Class D [Member] \| Employee [Member] \| Long Term Incentive Plan \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	208,298
Common Class D [Member] \| Chief Executive Officer and President [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	336,602
Common Class D [Member] \| Chief Executive Officer and President [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Three [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock						316,406
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures						711,914
Common Class D [Member] \| Chief Executive Officer and President [Member] \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	169,503
Common Class D [Member] \| Four Non-Executive Directors [Member] \| Restricted stock awards [Member]
STOCKHOLDERS' EQUITY
Stock issued during period, value, restricted stock award fair value \| $		$ 50,000		$ 50,000
Number of non-executive directors, received awards \| director		4		4
Vesting period		2 years		2 years
Restricted stock issued		11,848		9,671
Common Class D [Member] \| Cathy Hughes [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	201,961
Common Class D [Member] \| Cathy Hughes [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Three [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures						427,148
Common Class D [Member] \| Cathy Hughes [Member] \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	101,702
Common Class D [Member] \| Cathy Hughes [Member] \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche Three [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock						189,843
Common Class D [Member] \| C.Kristopher Simpson \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	23,936
Common Class D [Member] \| C.Kristopher Simpson \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	12,054
Common Class D [Member] \| Chief Executive Officer \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	100,160
Common Class D [Member] \| Chief Executive Officer \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Two [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures						211,838
Common Class D [Member] \| Chief Executive Officer \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche One [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock	50,438
Common Class D [Member] \| Chief Executive Officer \| Employees Stock Option [Member] \| Share-based Compensation Award, Tranche Two [Member]
STOCKHOLDERS' EQUITY
Stock options to purchase common stock						94,150
Class A Common Stock [Member]
STOCKHOLDERS' EQUITY
Stock Repurchased During Period, Shares										0			0	0
Shares converted			883,890
Class A Common Stock [Member] \| 2020 Open Market Sale Agreement
STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share) \| $ / shares																			$ 0.001
Number of shares issued during period \| $															$ 2,859,276
Volume weighted average price \| $ / shares															$ 5.39
Net proceeds after associated fees and expenses \| $								$ 9,300,000							$ 14,700,000
Number of additional shares issued and sold								1,465,826
Class A Common Stock [Member] \| 2021 Open Market Sale Agreement
STOCKHOLDERS' EQUITY
Net proceeds after associated fees and expenses \| $											$ 21,200,000	$ 2,800,000
Shares issued and sold											1,893,126	420,439
Class A Common Stock [Member] \| Restricted stock awards [Member]
STOCKHOLDERS' EQUITY
Employee Service Share-based Compensation, Non-vested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition													27 months
Other than options, granted									750,000				750,000	0
Average fair value at grant date (in dollars per share) \| $ / shares									$ 5.39				$ 5.39
Other than options, vested In period													0
Other than options, cancelled in period									0				0
Other than options, unvested, number									750,000				750,000
Other than options, unvested, weighted average grant date fair value \| $ / shares									$ 5.39				$ 5.39
Total unrecognized compensation, other than options \| $									$ 4,000,000.0				$ 4,000,000.0
Class A Common Stock [Member] \| 2019 Equity and Performance Incentive Plan
STOCKHOLDERS' EQUITY
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant									1,250,000				1,250,000
Additional shares authorized					2,000,000
Class A Common Stock [Member] \| Chief Executive Officer and President [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Two [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	468,750
Class A Common Stock [Member] \| Cathy Hughes [Member] \| Restricted stock awards [Member] \| Share-based Compensation Award, Tranche Two [Member]
STOCKHOLDERS' EQUITY
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures	281,250
Common Stock Class B
STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share) \| $ / shares									$ 0.001				$ 0.001				$ 0.001
Common stock, shares issued									2,861,843				2,861,843				2,861,843
Common Stock Class C
STOCKHOLDERS' EQUITY
Common stock, par value (in dollars per share) \| $ / shares									$ 0.001				$ 0.001				$ 0.001
Shares converted			883,890
Common stock, shares issued									2,045,016				2,045,016				2,045,016

LONG-TERM DEBT - Additional Information (Details)							1 Months Ended		3 Months Ended			9 Months Ended		12 Months Ended
LONG-TERM DEBT - Additional Information (Details)	Feb. 19, 2021 USD ($)	Jan. 08, 2021	Nov. 09, 2020 USD ($)	Nov. 13, 2019 USD ($)	Apr. 18, 2017 USD ($)	Apr. 17, 2015 USD ($)	Apr. 18, 2017 USD ($)	Apr. 21, 2016 USD ($)	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Aug. 01, 2021	Jan. 15, 2021	Jan. 07, 2021 USD ($)	Oct. 31, 2020	Jun. 25, 2020 USD ($)	Dec. 31, 2018	Dec. 20, 2018 USD ($)	Oct. 15, 2015	Feb. 24, 2015 USD ($)
Debt Instrument [Line Items]
Deferred financing costs included in interest expense												$ 1,503,000	$ 1,776,000
Debt Instrument, Description					In addition to any mandatory or optional prepayments, the Company was required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months required an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company was required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility.							The 2018 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility, as amended, also contained certain financial covenants, including a maintenance covenant requiring the Company's total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021, 6.75 to 1.00 in 2022 and 6.25 to 1.00 in 2023.
(GAIN) LOSS ON RETIREMENT OF DEBT									$ (1,837,000)		$ 0	$ (3,692,000)	6,949,000
Amortization of debt premium												3,500,000
Gain (Loss) on Extinguishment of Debt									1,837,000		0	3,692,000	(6,949,000)
Senior Secured Notes Due 2022
Debt Instrument [Line Items]
Long-term Debt, Gross						$ 350,000,000.0
Debt Instrument, Description						The 7.375% Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015 and matured on April 15, 2022
2028 Notes Offering
Debt Instrument [Line Items]
Face amount of debt																	$ 825,000,000
Interest rate																	7.375%
Percentage of issue price		100
Debt issuance costs									15,400,000			15,400,000
Deferred financing costs included in interest expense									498,000		$ 480,000	1,500,000	$ 1,800,000
(GAIN) LOSS ON RETIREMENT OF DEBT									$ (1,800,000)	$ (1,900,000)				$ (6,900,000)
Debt Instrument, Redemption Price, Percentage									91.10%	91.00%
Amount redeemable									$ 25,000,000.0	$ 25,000,000.0		$ 25,000,000.0
Debt instrument effective interest rate									7.85%			7.85%		7.96%
Debt Instrument, Repurchase Amount									$ 25,000,000.0	$ 25,000,000.0		$ 25,000,000.0
Debt Instrument, Redemption Price, Percentage									91.10%	91.00%
Gain (Loss) on Extinguishment of Debt									$ 1,800,000	$ 1,900,000				$ 6,900,000
MGM National Harbor Loan
Debt Instrument [Line Items]
Face amount of debt																					$ 50,000,000.0
Interest rate									7.00%			7.00%
Limited ability for prepayment period												2 years
Debt issuance costs									$ 1,700,000			$ 1,700,000
Debt Instrument, Unamortized Discount (Premium), Net									$ 1,000,000.0			$ 1,000,000.0
Long Term Debt Percentage Paid In Kind												4.00%
7.375% Senior Secured Notes due April 2022
Debt Instrument [Line Items]
Face amount of debt			$ 347,000,000
Interest rate			7.375%			7.375%			7.375%			7.375%			7.375%			7.375%				7.375%
Percentage of exchange offer			99.15%
8.75% Senior Secured Notes due December 2022
Debt Instrument [Line Items]
Interest rate			8.75%						8.75%			8.75%				8.75%		8.75%
Percentage of voting stock as lien for secured debt in case of foreign subsidiary			65.00%
Percentage of non-voting stock as lien for secured debt in case of foreign subsidiary			100.00%
Percentage of excess cash flow			50.00%
Debt Instrument, Redemption Price, Percentage												100.00%
Amount redeemable									$ 15,000,000			$ 15,000,000
Debt Instrument, Repurchase Amount									15,000,000			$ 15,000,000
Debt Instrument, Redemption Price, Percentage												100.00%
ABL Facility
Debt Instrument [Line Items]
Face amount of debt				$ 37,500,000
Debt Instrument, Term	5 years
Period prior to maturity of senior secured notes	91 days
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000			37,500,000				$ 25,000,000
Letter of credit facility, maximum capacity	$ 5,000,000			$ 7,500,000					5,000,000			$ 5,000,000											$ 1,200,000
Percentage Borrowing Of Eligible Accounts	85.00%							85.00%
Period prior to the earlier to occur of the term loan maturity or stated maturity				30 days
Borrowings outstanding									0			$ 0
Line of Credit Facility, Current Borrowing Capacity	$ 50,000,000
ABL Amendment
Debt Instrument [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity				$ 25,000,000
Letter of Credit Facility
Debt Instrument [Line Items]
Debt Instrument, Description												Until its termination on settlement of the 2028 Notes, borrowings under the 2018 Credit Facility were subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company's total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company's existing credit facilities nor the trustee under the Company's existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfied the requirements of the definition of “Permitted Refinancing” (as defined in the agreements governing the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notified the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagreed with such determination (including a reasonable description of the basis upon which it disagrees).
Standby Letters of Credit
Debt Instrument [Line Items]
Letter of credit facility, maximum capacity									5,000,000			$ 5,000,000
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability									871,000			871,000
2017 Credit Facility
Debt Instrument [Line Items]
Face amount of debt									350,000,000.0			$ 350,000,000.0
Interest rate					7.375%		7.375%
Covenant Compliance Description For Maintaining Interest Coverage Ratio												maintaining an interest coverage ratio of no less than:
Covenant Compliance Description For Maintaining Total Leverage Ratio												maintaining a senior leverage ratio of no greater than:
Long-term Debt, Gross					$ 350,000,000		$ 350,000,000
Debt Instrument, Description							Until its termination on settlement of the 2028 Notes, the 2017 Credit Facility matured on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 7.375% Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.0% for 2021.
2018 Credit Facility
Debt Instrument [Line Items]
Face amount of debt									10,000,000			$ 10,000,000							$ 3,600,000		$ 192,000,000.0
Interest rate																				9.25%
Debt Instrument, Description												The 2018 Credit Facility was scheduled to mature on December 31, 2022 (the “Maturity Date”). In connection with the November 2020 Exchange Offer, we also entered into an amendment to certain terms of our 2018 Credit Facility including the extension of the maturity date to March 31, 2023. Interest rates on borrowings under the 2018 Credit Facility were either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings had been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings had been repaid. Interest payments began on the last day of the 3-month period commencing on the Funding Date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repay $10 million of the 2018 Credit Facility. The amendment was accounted for as a modification in accordance with the provisions of ASC 470, “Debt”.
Debt Instrument Additional Interest Payment Term On Prepayment												The term loans could be voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company was required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company was also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which excluded any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor, to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par.
Debt Instrument, Unamortized Discount (Premium), Net									3,800,000			$ 3,800,000
2018 Credit Facility \| Debt Financing Cost
Debt Instrument [Line Items]
Debt issuance costs									$ 875,000			$ 875,000
Credit Facility 2017 And 2018 \| 7.375% Senior Secured Notes due April 2022
Debt Instrument [Line Items]
Interest rate									7.375%			7.375%
Credit Facility 2017 And 2018 \| 8.75% Senior Secured Notes due December 2022
Debt Instrument [Line Items]
Interest rate									8.75%			8.75%

SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2022

SEGMENT INFORMATION

Schedule of segment reporting information


	Three Months Ended
	September 30,
	2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	40,407	$	38,541
Reach Media		10,071		9,939
Digital		20,986		14,981
Cable Television		50,784		48,846
Corporate/Eliminations*		(845)		(844)
Consolidated	$	121,403	$	111,463

Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	27,647	$	25,356
Reach Media		6,974		6,281
Digital		13,408		9,596
Cable Television		26,130		24,650
Corporate/Eliminations		11,315		8,769
Consolidated	$	85,474	$	74,652

Depreciation and Amortization:
Radio Broadcasting	$	837	$	814
Reach Media		50		49
Digital		329		307
Cable Television		955		932
Corporate/Eliminations		334		234
Consolidated	$	2,505	$	2,336

Impairment of Long-Lived Assets:
Radio Broadcasting	$	14,450	$	—
Reach Media		—		—
Digital		—		—
Cable Television		—		—
Corporate/Eliminations		—		—
Consolidated	$	14,450	$	—

Operating income (loss):
Radio Broadcasting	$	(2,527)	$	12,371
Reach Media		3,047		3,609
Digital		7,249		5,078
Cable Television		23,699		23,264
Corporate/Eliminations		(12,494)		(9,847)
Consolidated	$	18,974	$	34,475

* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(845)	$	(844)


Capital expenditures by segment are as follows:
Radio Broadcasting	$	1,480	$	655
Reach Media		17		68
Digital		320		342
Cable Television		1		68
Corporate/Eliminations		402		595
Consolidated	$	2,220	$	1,728


	Nine Months Ended
	September 30,
	2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Broadcasting	$	109,091	$	101,793
Reach Media		31,194		27,169
Digital		54,353		40,466
Cable Television		160,668		143,549
Corporate/Eliminations*		(2,744)		(2,481)
Consolidated	$	352,562	$	310,496

Operating Expenses (including stock-based compensation and excluding depreciation and amortization and impairment of long-lived assets):
Radio Broadcasting	$	76,803	$	71,054
Reach Media		19,449		17,457
Digital		34,489		26,449
Cable Television		77,829		69,721
Corporate/Eliminations		25,871		22,738
Consolidated	$	234,441	$	207,419

Depreciation and Amortization:
Radio Broadcasting	$	2,477	$	2,335
Reach Media		143		160
Digital		995		945
Cable Television		2,853		2,799
Corporate/Eliminations		923		686
Consolidated	$	7,391	$	6,925

Impairment of Long-Lived Assets:
Radio Broadcasting	$	31,383	$	—
Reach Media		—		—
Digital		—		—
Cable Television		—		—
Corporate/Eliminations		—		—
Consolidated	$	31,383	$	—

Operating income (loss):
Radio Broadcasting	$	(1,572)	$	28,404
Reach Media		11,602		9,552
Digital		18,869		13,072
Cable Television		79,986		71,029
Corporate/Eliminations		(29,538)		(25,905)
Consolidated	$	79,347	$	96,152

* Intercompany revenue included in net revenue above is as follows:
Radio Broadcasting	$	(2,744)	$	(2,481)


Capital expenditures by segment are as follows:
Radio Broadcasting	$	2,736	$	1,882
Reach Media		191		100
Digital		955		914
Cable Television		617		250
Corporate/Eliminations		1,592		1,036
Consolidated	$	6,091	$	4,182


	As of
	September 30,		December 31,
	2022		2021
	(Unaudited)
	(In thousands)
Total Assets:
Radio Broadcasting	$	614,962	$	627,948
Reach Media		42,165		33,451
Digital		33,134		32,915
Cable Television		410,861		367,896
Corporate/Eliminations		149,574		198,898
Consolidated	$	1,250,696	$	1,261,108

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2022

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of net revenue (and sources)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Advertising	$	45,081	$	43,089	$	128,726	$	119,033
Political Advertising		2,766		711		5,137		1,991
Digital Advertising		20,063		14,981		53,427		40,351
Cable Television Advertising		26,801		22,969		86,336		66,638
Cable Television Affiliate Fees		23,923		25,877		74,210		76,760
Event Revenues & Other		2,769		3,836		4,726		5,723
Net Revenue (as reported)	$	121,403	$	111,463	$	352,562	$	310,496

Schedule of contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income and unearned event income)


	September 30, 2022		December 31, 2021		September 30, 2021
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	13,653	$	10,735	$	9,403

Contract liabilities:
Customer advances and unearned income	$	10,296	$	7,494	$	8,357
Reserve for audience deficiency		8,306		6,020		6,332
Unearned event income		3,338		—		6,700

Schedule of calculation of basic and diluted earnings per share from continuing operations

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(Unaudited)				(Unaudited)
Numerator:
Net income attributable to common stockholders	$	4,213	$	13,876	$	35,616	$	31,749
Denominator:
Denominator for basic net income per share - weighted average outstanding shares		46,625,484		51,190,105		49,504,238		49,816,663
Effect of dilutive securities:
Stock options and restricted stock		3,581,124		3,890,289		3,667,555		4,015,472
Denominator for diluted net income per share - weighted-average outstanding shares		50,206,608		55,080,394		53,171,793		53,832,135

Net income attributable to common stockholders per share – basic	$	0.09	$	0.27	$	0.72	$	0.64
Net income attributable to common stockholders per share – diluted	$	0.08	$	0.25	$	0.67	$	0.59

Schedule of fair values of our financial assets and liabilities measured at fair value on a recurring basis


	Total		Level 1		Level 2		Level 3

	(Unaudited)
	(In thousands)
As of September 30, 2022
Liabilities subject to fair value measurement:
Employment agreement award (a)	$	27,297	$	—	$	—	$	27,297

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (b)	$	19,964	$	—	$	—	$	19,964

As of December 31, 2021
Liabilities subject to fair value measurement:
Employment agreement award (a)	$	28,193	$	—	$	—	$	28,193

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (b)	$	17,015	$	—	$	—	$	17,015

(a)

Each quarter, pursuant to an employment agreement (the “Employment Agreement”) executed in April 2008, the Chief Executive Officer (“CEO”) is eligible to receive an award (the “Employment Agreement Award”) amount equal to approximately 4% of any proceeds from distributions or other liquidity events in excess of the return of the Company’s aggregate investment in TV One. The Company reviews the factors underlying this award at the end of each quarter including the valuation of TV One (based on the estimated enterprise fair value of TV One as determined by a discounted cash flow analysis). The Company’s obligation to pay the award was triggered after the Company recovered the aggregate amount of capital contributions in TV One, 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. A third-party valuation firm assisted the Company in estimating TV One’s fair value using a discounted cash flow analysis. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value. In September 2022, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior Employment Agreement.

(b)

The redeemable noncontrolling interest in Reach Media is measured at fair value using a discounted cash flow methodology. A third-party valuation firm assisted the Company in estimating the fair value. Significant inputs to the discounted cash flow analysis include forecasted operating results, discount rate and a terminal value.

Schedule of changes in Level 3 liabilities measured at fair value on a recurring basis


	Employment		Redeemable
	Agreement		Noncontrolling
	Award		Interests

	(In thousands)

Balance at December 31, 2021	$	28,193	$	17,015
Net income attributable to noncontrolling interests		—		1,831
Distribution		(3,092)		—
Dividends paid to noncontrolling interests		—		(1,599)
Change in fair value		2,196		2,717
Balance at September 30, 2022	$	27,297	$	19,964

The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date	$	(2,196)	$	—

Schedule of significant unobservable input value


			As of		As of
			September 30,		December 31,
		Significant	2022		2021

		Unobservable	Significant Unobservable
Level 3 liabilities	Valuation Technique	Inputs	Input Value
Employment agreement award	Discounted Cash Flow	Discount Rate	10.5	%	9.5	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate	0.5	%	0.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate	11.5	%	11.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate	0.4	%	0.4	%

Schedule of the components of lease expense and the weighted average remaining lease term and the weighted average discount rate

The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021

	(Unaudited)						(Unaudited)
	(Dollars In thousands)						(Dollars In thousands)
Operating Lease Cost (Cost resulting from lease payments)	$	3,185		$	3,265		$	9,607		$	9,814
Variable Lease Cost (Cost excluded from lease payments)		10			10			30			30
Total Lease Cost	$	3,195		$	3,275		$	9,637		$	9,844

Operating Lease - Operating Cash Flows (Fixed Payments)	$	3,501		$	3,465		$	10,507		$	10,215
Operating Lease - Operating Cash Flows (Liability Reduction)	$	2,524		$	2,274		$	7,452		$	6,696

Weighted Average Lease Term - Operating Leases		4.79	years		5.07	years		4.79	years		5.07	years
Weighted Average Discount Rate - Operating Leases		11.00	%		11.00	%		11.00	%		11.00	%

Schedule of maturities of lease liabilities


For the Year Ended December 31,	(Dollars in thousands)
For the remaining three months ending December 31, 2022	$	3,405
2023		12,293
2024		11,226
2025		6,499
2026		4,195
Thereafter		9,888
Total future lease payments		47,506
Imputed interest		10,890
Total	$	36,616

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2022

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS

3. GOODWILL AND RADIO BROADCASTING LICENSES:

Impairment Testing

In accordance with ASC 350, “Intangibles - Goodwill and Other,” we do not amortize our indefinite-lived radio broadcasting licenses and goodwill. Instead, we perform a test for impairment annually across all reporting units, or on an interim basis when events or changes in circumstances or other conditions suggest impairment may have occurred in any given reporting unit. Other intangible

assets continue to be amortized on a straight-line basis over their useful lives. We perform our annual impairment test as of October 1 of each year. We evaluate all events and circumstances on an interim basis to determine if an interim indicator is present.

Valuation of Broadcasting Licenses

During the second quarter of 2022, there continued to be slowing in certain general economic conditions and a rising interest rate environment, which we deemed to be an impairment indicator that warranted interim impairment testing of certain markets’ radio broadcasting licenses. As a result of its impairment testing, the Company recorded a non-cash impairment charge of approximately $10.7 million during the three months ended June 30, 2022, associated with our Atlanta, Dallas, Houston, and Raleigh radio market broadcasting licenses. Included in this amount is approximately $3.7 million which relates to periods ending prior to January 1, 2022. Accordingly, the Company recorded an out-of-period non-cash impairment charge of approximately $3.7 million during the three months ended June 30, 2022. The fair value of the radio broadcasting licenses were overstated by approximately $1.1 million, $2.8 million, and $2.1 million as of December 31, 2019, March 31, 2020, and December 31, 2021, respectively, and understated by approximately $2.3 million as of September 30, 2020. The Company determined that the errors were not material to any previous period and that correcting the error in the three-month and six-month periods ended June 30, 2022 would not materially misstate estimated net revenue or pre-tax income for the full year, as of and for the period ended December 31, 2022, or the earnings trend and therefore could be corrected in the period ending June 30, 2022. In addition, we recorded an impairment charge of approximately $1.9 million in the three months ended June 30, 2022, associated with the estimated asset sale consideration for one of our Indianapolis radio broadcasting licenses.

During the three months ended September 30, 2022, economic conditions continued to slow and interest rates continued to rise. The Company performed additional impairment tests, and recorded a non-cash impairment charge of approximately $14.5 million associated with our Atlanta, Charlotte, Dallas, Houston, Philadelphia, Raleigh and Richmond radio market broadcasting licenses. We did not identify any impairment indicators for the three and nine months ended September 30, 2021, and, therefore, no interim impairment testing was performed.

Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for 2022.


Radio Broadcasting	September 30,			June 30,
Licenses	2022 (a)			2022 (a)
Impairment charge (in millions)	$	14.5		$	12.6	(*)
Discount Rate		9.5	%		9.5	%
Year 1 Market Revenue Growth Rate Range		0.5	%		1.4% – 1.8	%
Long-term Market Revenue Growth Rate Range		0.6% – 1.0	%		0.7% – 1.0	%
Mature Market Share Range		6.2% – 23.2	%		6.2% – 23.2	%
Mature Operating Profit Margin Range		28.3% – 36.1	%		28.3% – 36.1	%

(a)Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

(*)Includes an impairment charge whereby the license fair value is based on estimated asset sale consideration.

Valuation of Goodwill

As noted above, during the quarters ended September 30, 2022 and June 30, 2022, we identified impairment indicators at certain of our radio markets, and, as such, we performed an interim analysis for certain radio market goodwill. During the three months ended June 30, 2022, the Company recorded a non-cash impairment charge of approximately $4.3 million to reduce the carrying value of our Atlanta market goodwill balance. No impairment was identified for the three months ended September 30, 2022. We did not identify any impairment indicators at any of our other reporting units for the nine months ended September 30, 2022. We did not identify any impairment indicators at any of our reporting units for the nine months ended September 30, 2021, and therefore, no further interim impairment testing was performed. Below are some of the key assumptions used in the income approach model for estimating reporting unit fair values for the interim impairment assessments for 2022.


Goodwill (Radio Market	September 30,			June 30,
Reporting Units)	2022 (a)			2022 (a)
Impairment charge (in millions)	$	—		$	4.3
Discount Rate		9.5	%		9.5	%
Year 1 Market Revenue Growth Rate Range		(0.3)	%		(2.5)% - 1.5	%
Long-term Market Revenue Growth Rate Range		1.0	%		0.7% – 1.0	%
Mature Operating Profit Margin Range		33.4	%		19.5% – 32.9	%

(a)

Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Goodwill Valuation Results

The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments.


	Radio		Reach				Cable
	Broadcasting		Media		Digital		Television
	Segment		Segment		Segment		Segment		Total

	(In thousands)
Gross goodwill	$	155,000	$	30,468	$	27,567	$	165,044	$	378,079
Additions		437		—		—		—		437
Impairments		(4,325)		—		—		—		(4,325)
Accumulated impairment losses		(117,748)		(16,114)		(20,345)		—		(154,207)
Audacy asset exchange		(470)		—		—		—		(470)
Net goodwill at September 30, 2022	$	32,894	$	14,354	$	7,222	$	165,044	$	219,514

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details)		3 Months Ended			6 Months Ended	9 Months Ended		12 Months Ended
	Jan. 01, 2019	Sep. 30, 2022 USD ($) item	Jun. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) item segment	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Jun. 01, 2021 USD ($)	Feb. 19, 2021 USD ($)	Jan. 25, 2021 USD ($)	Jan. 15, 2021	Nov. 09, 2020	Oct. 31, 2020	Jun. 25, 2020 USD ($)	Nov. 13, 2019 USD ($)	Dec. 31, 2018	Dec. 20, 2018 USD ($)	Apr. 18, 2017 USD ($)	Nov. 30, 2016 USD ($)	Apr. 21, 2016 USD ($)	Apr. 10, 2015 USD ($)
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Number of independently formatted, revenue producing broadcast stations \| item		66				66
Number of FM or AM stations owned or operated \| item		55				55
Number of HD stations owned or operated \| item		9				9
Number of low power television stations owned or operated \| item		2				2
Number of most populous market \| item		13				13
Number of reportable segments \| segment						4
Restricted cash		$ 19,974,000				$ 19,974,000		$ 19,973,000
Carrying value of debt		775,000,000				775,000,000		832,505,000
Accumulated deficit		(730,951,000)				(730,951,000)		(766,567,000)
Revenue from Contract with Customer, Including Assessed Tax		121,403,000		$ 111,463,000		352,562,000	$ 310,496,000
Payment for launch support						5,000,000.0
Reassessed Estimated Fair Value of Award		27,300,000				27,300,000		28,200,000
Selling, General and Administrative Expense, Total		41,076,000		33,102,000		111,850,000	94,599,000
Operating income (loss)		18,974,000		34,475,000		79,347,000	96,152,000
Goodwill		219,514,000				219,514,000		223,402,000
Operating Expenses, Total		102,429,000		76,988,000		273,215,000	214,344,000
Unearned Event Income						3,338,000	6,700,000
Impairment of Long-Lived Assets Held-for-use		14,450,000				31,383,000	0
Operating Lease, Right-of-Use Asset		34,258,000				34,258,000		38,044,000
Operating Lease, Liability		36,616,000				36,616,000
Retained Earnings (Accumulated Deficit), Total		(730,951,000)				(730,951,000)		(766,567,000)
INTEREST EXPENSE		15,310,000		15,896,000		47,123,000	49,794,000
Radio Broadcasting Licenses		498,532,000				498,532,000		505,148,000
Related party expenses		969,000		1,200,000		2,700,000	2,800,000
Due to Other Related Parties, Current		1,400,000				1,400,000		$ 423,000
Impairment loss, goodwill						4,325,000
Accounting Standards Update 2016-02
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Lease, Practical Expedients, Package [true false]	true
Barter Transactions [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Revenue from Contract with Customer, Including Assessed Tax		536,000		433,000		1,400,000	1,300,000
Cost of Goods and Services Sold		364,000		295,000		937,000	909,000
Selling, General and Administrative Expense, Total		172,000		138,000		504,000	413,000
Radio broadcasting and Reach Media segments [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Sales Commissions and Fees		4,600,000		4,300,000		12,600,000	12,000,000.0
Fantastic Voyage [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Operating Income Guarantee						1,750,000
Digital Segment [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Goodwill		7,222,000				7,222,000
Impairment loss, goodwill						$ 0
Launch support asset
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Finite Lived Intangible Assets Weighted Average Amortization Period						8 years 1 month 6 days		7 years 1 month 6 days
Finite Lived Intangible Assets Remaining Weighted Average Amortization Period						4 years 1 month 6 days		3 years 3 months 18 days
Additional Non-cash Launch Support for Carriage Initiation						$ 13,800,000
Selling, General and Administrative Expense, Total		153,000		229,000		523,000	687,000
Amortization of Intangible Assets		1,100,000		106,000		2,600,000	317,000
Content Assets [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Impairment of finite-lived intangible assets						$ 0	1,400,000
Licensing Agreements [Member] \| Minimum
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Finite-lived intangible asset, useful life						1 year
Licensing Agreements [Member] \| Maximum
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Finite-lived intangible asset, useful life						5 years
Radio Market Reporting Units [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Impairment loss, goodwill		0	$ 4,300,000
Radio Market Reporting Units [Member] \| Radio broadcasting and Reach Media segments [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Impairment loss, goodwill						$ 4,300,000
Radio Broadcasting Licenses [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Impairment charge, indefinite lived intangible asset		$ 14,500,000			$ 12,600,000	27,100,000
Tom Joyner Foundation Inc [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Reimbursement Expenditure Guarantee						$ 1,000,000.0
Percentage of Performance Bonus						50.00%
Tom Joyner Foundation Inc [Member] \| Fantastic Voyage [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Operating Income Guarantee						$ 250,000
Chief Executive Officer
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Percentage Of Award Amount		4.00%				4.00%
2028 Notes
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Fair value of debt								$ 851,800,000
MGM National Harbor Loan
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		7.00%				7.00%
Face amount of debt																		$ 50,000,000.0
Other Income		$ 2,100,000		2,100,000		$ 6,200,000	5,700,000
ABL Facility [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross		0				0		0
7.375% Senior Secured Notes due February 2028
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross		775,000,000.0				775,000,000.0		825,000,000.0
Fair value of debt		652,900,000				652,900,000
Carrying value of debt		$ 775,000,000				$ 775,000,000		825,000,000
Debt Instrument, Interest Rate, Stated Percentage		7.375%				7.375%
Face amount of debt											$ 825,000,000
8.75% Senior Secured Notes due December 2022
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Debt Instrument, Interest Rate, Stated Percentage		8.75%				8.75%						8.75%	8.75%	8.75%
PPP loan
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Fair value of debt								7,500,000
Carrying value of debt		$ 0				$ 0		7,505,000
Face amount of debt									$ 7,500,000
Other Income		7,600,000	$ 7,600,000
Tv One Llc [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Sales Commissions and Fees		$ 4,800,000		4,000,000.0		$ 15,300,000	12,300,000
Reach Media Inc [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Noncontrolling Interest, Ownership Percentage by Parent		80.00%				80.00%
Customer Advances [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Unearned Event Income						$ 0	0
Unearned Income [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Revenue from Contract with Customer, Including Assessed Tax		$ 245,000		279,000		2,300,000	2,900,000
2017 Credit Facility
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Long-term Debt, Gross																			$ 350,000,000
Debt Instrument, Interest Rate, Stated Percentage																			7.375%
Face amount of debt		350,000,000.0				350,000,000.0
2018 Credit Facility
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																	9.25%
Face amount of debt		10,000,000				10,000,000									$ 3,600,000			$ 192,000,000.0
ABL Facility
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Face amount of debt																$ 37,500,000
Line of Credit Facility, Maximum Borrowing Capacity										$ 50,000,000						$ 37,500,000					$ 25,000,000
Related Party Agreement Expenditures Transactions [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Due to Related Parties		2,900,000				2,900,000
Due from related party								41,000
Related Party Agreement Office Facilities Transactions [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Due to Related Parties		5,000				5,000		$ 4,000
Employment Agreement Award [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Selling, General and Administrative Expense, Total		$ 714,000		$ 1,200,000		$ 2,200,000	$ 2,700,000
MGM National Harbor [Member]
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES [Line Items]
Investment Owned, at Cost																				$ 35,000,000		$ 5,000,000

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2022

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

(a)

Organization

Urban One, Inc. (a Delaware corporation referred to as “Urban One”) and its subsidiaries (collectively, the “Company”) is an urban-oriented, multi-media company that primarily targets African-American and urban consumers. Our core business is our radio broadcasting franchise which is the largest radio broadcasting operation that primarily targets African-American and urban listeners. As of September 30, 2022, we owned and/or operated 66 independently formatted, revenue producing broadcast stations (including 55 FM or AM stations, 9 HD stations, and the 2 low power television stations we operate), located in 13 of the most populous African-American markets in the United States. While a core source of our revenue has historically been and remains the sale of local and national advertising for broadcast on our radio stations, our strategy is to operate the premier multi-media entertainment and information content platform targeting African-American and urban consumers. Thus, we have diversified our revenue streams by making acquisitions and investments in other complementary media properties. Our diverse media and entertainment interests include TV One, LLC (“TV One”), which operates two cable television networks targeting African-American and urban viewers, TV One and CLEO TV; our 80.0% ownership interest in Reach Media, Inc. (“Reach Media”) which operates the Rickey Smiley Morning Show and our other syndicated programming assets, including the Get Up! Mornings with Erica Campbell Show, Russ Parr Morning Show and the DL Hughley Show; and Interactive One, LLC (“Interactive One”), our wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius and Bossip, HipHopWired and MadameNoire digital platforms and brands. We also hold 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 communicate with African-American and urban audiences.

Our core radio broadcasting franchise operates under the brand “Radio One.” We also operate other media brands, such as TV One, CLEO TV, Reach Media and Interactive One, while developing additional branding reflective of our diverse media operations and our targeting of African-American and urban audiences.

As part of our consolidated financial statements, consistent with our financial reporting structure and how the Company currently manages its businesses, we have provided selected financial information on the Company’s four reportable segments: (i) radio broadcasting; (ii) Reach Media; (iii) digital; and (iv) cable television. (See Note 7 – Segment Information.)

Interim Financial Statements

(b)

Interim Financial Statements

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In management’s opinion, the interim financial data presented herein include all adjustments (which include only normal recurring adjustments) necessary for a fair presentation. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations.

Results for interim periods are not necessarily indicative of results to be expected for the full year. This Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2021 Annual Report on Form 10-K/A filed October 11, 2022.

Financial Instruments

(c)

Financial Instruments

Financial instruments as of September 30, 2022 and December 31, 2021, consisted of cash and cash equivalents, restricted cash, trade accounts receivable, asset-backed credit facility, and long-term debt. The carrying amounts approximated fair value for each of these financial instruments as of September 30, 2022 and December 31, 2021, except for the Company’s long-term debt. On January 25, 2021, the Company borrowed $825 million in aggregate principal amount of senior secured notes due February 2028 (the “2028 Notes”). The 7.375% 2028 Notes had a carrying value of approximately $775.0 million and fair value of approximately $652.9 million as of September 30, 2022, and had a carrying value of approximately $825.0 million and fair value of approximately $851.8 million as of December 31, 2021. The fair values of the 2028 Notes, classified as Level 2 instruments, were determined based on the trading values

of these instruments in an inactive market as of the reporting date. On June 1, 2021, the Company borrowed approximately $7.5 million on a new PPP loan (as defined in Note 4 – Long-Term Debt). During the three months ended June 30, 2022, the PPP loan and related accrued interest was forgiven and recorded as other income in the amount of $7.6 million. The PPP Loan had a carrying value of approximately $7.5 million and fair value of approximately $7.5 million as of December 31, 2021. The fair value of the PPP Loan, classified as a Level 2 instrument, was determined based on the fair value of a similar instrument as of the reporting date using updated interest rate information derived from changes in interest rates since inception to the reporting date. There was no balance outstanding on the Company’s asset-backed credit facility as of September 30, 2022 and December 31, 2021.

Revenue Recognition

(d)

Revenue Recognition

In accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. In general, our spot advertising (both radio and cable television) as well as our digital advertising continues to be recognized when aired and delivered. For our cable television affiliate revenue, the Company grants a license to the affiliate to access its television programming content through the license period, and the Company earns a usage-based royalty when the usage occurs. Finally, for event advertising, the performance obligation is satisfied at a point in time when the activity associated with the event is completed.

Within our radio broadcasting and Reach Media segments, the Company recognizes revenue for broadcast advertising at a point in time when a commercial spot runs. The revenue is reported net of agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing. Generally, clients remit the gross billing amount to the agency or outside sales representative, and the agency or outside sales representative remits the gross billing, less their commission, to the Company. For our radio broadcasting and Reach Media segments, agency and outside sales representative commissions were approximately $4.6 million and $4.3 million for the three months ended September 30, 2022 and 2021, respectively. Agency and outside sales representative commissions were approximately $12.6 million and $12.0 million for the nine months ended September 30, 2022 and 2021, respectively.

Within our digital segment, including Interactive One, which generates the majority of the Company’s digital revenue, 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. Advertising revenue is recognized at a point in time either as impressions (the number of times advertisements appear in viewed pages) are delivered or when “click through” purchases are made, where applicable. In addition, Interactive One derives revenue from its affiliate partners, in which it provides third-party clients with services including digital platforms and related expertise. Revenue is recognized primarily as a share of the third party’s reported revenue.

Our cable television segment derives advertising revenue from the sale of television air time to advertisers and recognizes revenue at a point in time when the advertisements are run. To the extent there is a shortfall in contracts where the ratings were guaranteed, a portion of the revenue is deferred until the shortfall is settled, typically by providing additional advertising units generally within one year of the original airing. Our cable television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements based on a per subscriber fee multiplied by the most recent subscriber counts reported by the applicable affiliate. The Company recognizes the affiliate fee revenue at a point in time as its performance obligation to provide the programming is met. The Company has a right of payment each month as the programming services and related obligations have been satisfied. For our cable television segment, agency and outside sales representative commissions were approximately $4.8 million and $4.0 million for the three months ended September 30, 2022 and 2021, respectively. Agency and outside sales representative commissions were approximately $15.3 million and $12.3 million for the nine months ended September 30, 2022 and 2021, respectively.

Revenue by Contract Type

The following chart shows the sources of our net revenue for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Advertising	$	45,081	$	43,089	$	128,726	$	119,033
Political Advertising		2,766		711		5,137		1,991
Digital Advertising		20,063		14,981		53,427		40,351
Cable Television Advertising		26,801		22,969		86,336		66,638
Cable Television Affiliate Fees		23,923		25,877		74,210		76,760
Event Revenues & Other		2,769		3,836		4,726		5,723
Net Revenue (as reported)	$	121,403	$	111,463	$	352,562	$	310,496

Contract assets and liabilities

Contract assets (unbilled receivables) and contract liabilities (customer advances and unearned income, reserve for audience deficiency and unearned event income) that are not separately stated in our consolidated balance sheets at September 30, 2022, December 31, 2021 and September 30, 2021 were as follows:


	September 30, 2022		December 31, 2021		September 30, 2021
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	13,653	$	10,735	$	9,403

Contract liabilities:
Customer advances and unearned income	$	10,296	$	7,494	$	8,357
Reserve for audience deficiency		8,306		6,020		6,332
Unearned event income		3,338		—		6,700

Unbilled receivables consist of earned revenue on behalf of customers that have not yet been billed and are included in accounts receivable on the consolidated balance sheets. Customer advances and unearned income represents advance payments by customers for future services under contract that are generally incurred in the near term and are included in other current liabilities on the consolidated balance sheets. The reserve for audience deficiency represents the portion of revenue that is deferred until the shortfall in contracts where the ratings were guaranteed is settled, typically by providing additional advertising units generally within one year of the original airing. Unearned event income represents payments by customers for upcoming events.

For customer advances and unearned income as of January 1, 2022, $245,000 and approximately $2.3 million, was recognized as revenue during the three and nine months ended September 30, 2022, respectively. For customer advances and unearned income as of January 1, 2021, $279,000 and approximately $2.9 million was recognized as revenue during the three and nine months ended September 30, 2021, respectively. For unearned event income, no revenue was recognized during the nine months ended September 30, 2022 and September 30, 2021.

Practical expedients and exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less, or (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

Launch Support

(e)

Launch Support

The cable television segment has entered into certain affiliate agreements requiring various payments for launch support. Launch support assets are used to initiate carriage under affiliation agreements and are amortized over the term of the respective contracts. For the nine months ended September 30, 2022, the Company paid approximately $5.0 million for carriage initiation. For the nine months ended September 30, 2022, there was non-cash launch support additions of approximately $13.8 million for carriage initiation that will be paid in cash in future periods. The Company did not pay any launch support for carriage initiation during the three and nine months ended September 30, 2021. The weighted-average amortization period for launch support is approximately 8.1 years as of September 30, 2022, and approximately 7.1 years as of December 31, 2021. The remaining weighted-average amortization period for launch support is 4.1 years and 3.3 years as of September 30, 2022 and December 31, 2021, respectively. Amortization is recorded as a reduction to revenue to the extent that revenue is recognized from the vendor, and any excess amortization is recorded as launch support amortization expense. For the three months ended September 30, 2022 and 2021, launch support asset amortization of approximately $1.1 million and $106,000, respectively, was recorded as a reduction of revenue, and $153,000 and $229,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. For the nine months ended September 30, 2022 and 2021, launch support asset amortization of approximately $2.6 million and $317,000, respectively, was recorded as a reduction of revenue, and $523,000 and $687,000, respectively, was recorded as an operating expense in selling, general and administrative expenses. Launch assets are included in other intangible assets on the consolidated balance sheets, except for the portion of the unamortized balance that is expected to be amortized within one year which is included in other current assets.

Barter Transactions

(f)

Barter Transactions

For barter transactions, the Company provides broadcast advertising time in exchange for programming content and certain services. The Company includes the value of such exchanges in both broadcasting net revenue and operating expenses. The valuation of barter time is based upon the fair value of the network advertising time provided for the programming content and services received. For the three months ended September 30, 2022 and 2021, barter transaction revenues were $536,000 and $433,000, respectively. Additionally, for the three months ended September 30, 2022 and 2021, barter transaction costs were reflected in programming and technical expenses of $364,000 and $295,000, respectively, and selling, general and administrative expenses of $172,000 and $138,000, respectively. For the nine months ended September 30, 2022 and 2021, barter transaction revenues were approximately $1.4 million and $1.3 million, respectively. Additionally, for the nine months ended September 30, 2022 and 2021, barter transaction costs were reflected in programming and technical expenses of $937,000 and $909,000, respectively, and selling, general and administrative expenses of $504,000 and $413,000, respectively.

Earnings Per Share

(g)

Earnings Per Share

Basic earnings per share is computed on the basis of the weighted average number of shares of common stock (Classes A, B, C and D) outstanding during the period. Diluted earnings per share is computed on the basis of the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. The Company’s potentially dilutive securities include stock options and unvested restricted stock. Diluted earnings per share considers the impact of potentially dilutive securities except in periods in which there is a net loss, as the inclusion of the potentially dilutive common shares would have an anti-dilutive effect. The amount of earnings per share pertains to each of our classes of common stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Company’s Amended and Restated Certificate of Incorporation.

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(Unaudited)				(Unaudited)
Numerator:
Net income attributable to common stockholders	$	4,213	$	13,876	$	35,616	$	31,749
Denominator:
Denominator for basic net income per share - weighted average outstanding shares		46,625,484		51,190,105		49,504,238		49,816,663
Effect of dilutive securities:
Stock options and restricted stock		3,581,124		3,890,289		3,667,555		4,015,472
Denominator for diluted net income per share - weighted-average outstanding shares		50,206,608		55,080,394		53,171,793		53,832,135

Net income attributable to common stockholders per share – basic	$	0.09	$	0.27	$	0.72	$	0.64
Net income attributable to common stockholders per share – diluted	$	0.08	$	0.25	$	0.67	$	0.59

Fair Value Measurements

(h)

Fair Value Measurements

We report our financial and non-financial assets and liabilities measured at fair value on a recurring and non-recurring basis under the provisions of ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 2: Observable inputs other than those included in Level 1 (i.e., quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets).

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.

As of September 30, 2022, and December 31, 2021, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:


	Total		Level 1		Level 2		Level 3

	(Unaudited)
	(In thousands)
As of September 30, 2022
Liabilities subject to fair value measurement:
Employment agreement award (a)	$	27,297	$	—	$	—	$	27,297

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (b)	$	19,964	$	—	$	—	$	19,964

As of December 31, 2021
Liabilities subject to fair value measurement:
Employment agreement award (a)	$	28,193	$	—	$	—	$	28,193

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (b)	$	17,015	$	—	$	—	$	17,015

(a)

(b)

There were no transfers in or out of Level 1, 2, or 3 during the nine months ended September 30, 2022. The following table presents the changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30 2022:


	Employment		Redeemable
	Agreement		Noncontrolling
	Award		Interests

	(In thousands)

Balance at December 31, 2021	$	28,193	$	17,015
Net income attributable to noncontrolling interests		—		1,831
Distribution		(3,092)		—
Dividends paid to noncontrolling interests		—		(1,599)
Change in fair value		2,196		2,717
Balance at September 30, 2022	$	27,297	$	19,964

The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date	$	(2,196)	$	—

Losses and income included in earnings were recorded in the consolidated statements of operations as corporate selling, general and administrative expenses for the employment agreement award for the three and nine months ended September 30, 2022 and 2021.


			As of		As of
			September 30,		December 31,
		Significant	2022		2021

		Unobservable	Significant Unobservable
Level 3 liabilities	Valuation Technique	Inputs	Input Value
Employment agreement award	Discounted Cash Flow	Discount Rate	10.5	%	9.5	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate	0.5	%	0.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate	11.5	%	11.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate	0.4	%	0.4	%

Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements.

Certain assets and liabilities are measured at fair value on a non-recurring basis using Level 3 inputs as defined in ASC 820. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances. Included in this category are goodwill, radio broadcasting licenses and other intangible assets, net, that are written down to fair value when they are determined to be impaired, as well as content assets that are periodically written down to net realizable value. For the three months ended September 30, 2022, the Company recorded an impairment charge of approximately $14.5 million associated with our Atlanta, Charlotte, Dallas, Houston, Philadelphia, Raleigh and Richmond market radio broadcasting licenses. For the nine months ended September 30, 2022, the Company recorded an impairment charge of approximately $4.3 million related to its Atlanta market goodwill balance, and also an impairment charge of approximately $27.1 million associated with our Atlanta, Charlotte, Dallas, Houston, Indianapolis, Philadelphia, Raleigh and Richmond market radio broadcasting licenses. The Company concluded these assets were not impaired during the nine months ended September 30, 2021.

Redeemable noncontrolling interest

(k)

Redeemable noncontrolling interest

Redeemable noncontrolling interests are interests in subsidiaries that are redeemable outside of the Company’s control either for cash or other assets. These interests are classified as mezzanine equity and measured at the greater of estimated redemption value at the end of each reporting period or the historical cost basis of the noncontrolling interests adjusted for cumulative earnings allocations. The resulting increases or decreases in the estimated redemption amount are affected by corresponding charges against retained earnings, or in the absence of retained earnings, additional paid-in-capital.

Investments - Cost Method

(l)

Investments – Cost Method

On April 10, 2015, the Company made a $5 million investment in MGM’s world-class casino property, MGM National Harbor, located in Prince George’s County, Maryland, which has a predominately African-American demographic profile. On November 30, 2016, the Company contributed an additional $35 million to complete its investment. This investment further diversified our platform in the entertainment industry while still focusing on our core demographic. We account for this investment on a cost basis and our MGM investment is included in other assets on the consolidated balance sheets. Our MGM National Harbor investment entitles us to an annual cash distribution based on net gaming revenue. We recognized distribution income in the amount of approximately $2.1 million and $2.1 million, for the three months ended September 30, 2022 and 2021, respectively, and approximately $6.2 million and $5.7 million, for the nine months ended September 30, 2022 and 2021, respectively, which is recorded in other income on the consolidated statements of operations. The cost method investment is subject to a periodic impairment review. The Company reviewed the investment and concluded that no impairment to the carrying value was required. There has been no impairment of the investment to date.

Content Assets

(m)

Content Assets

Our cable television segment has entered into contracts to acquire entertainment programming rights and programs from distributors and producers. The license periods granted in these contracts generally run from one year to five years. Contract payments are made in installments over terms that are generally shorter than the contract period. Each contract is recorded as an asset and a liability at an amount equal to its gross contractual commitment when the license period begins, and the program is available for its first airing. For programming that is predominantly monetized as part of a content group, which includes our acquired and commissioned programs, capitalized costs are amortized based on an estimate of our usage and benefit from such programming. The estimates require management’s judgement and include consideration of factors such as expected revenues to be derived from the programming, the expected number of future airings, and, if applicable, the length of the license period. Acquired content is generally amortized on a straight-line basis over the term of the license which reflects the estimated usage. For certain content for which the pattern of usage is accelerated, amortization is based upon the actual usage. Amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses.

The Company also has programming for which the Company has engaged third parties to develop and produce, and it owns most or all rights (commissioned programming). In accordance with ASC 926, “Entertainment – Films,” content amortization expense for each period is recognized based on the revenue forecast model, which approximates the proportion that estimated advertising and affiliate revenues for the current period represent in relation to the estimated remaining total lifetime revenues as of the beginning of the current period. Management regularly reviews, and revises when necessary, its total revenue estimates, which may result in a change in the rate of amortization and/or a write-down of the asset to fair value.

Content that is predominantly monetized within a film group is assessed for impairment at the film group level and is tested for impairment if circumstances indicate that the fair value of the content within the film group is less than its unamortized costs. The Company did not record any impairment or additional amortization expense as a result of evaluating its contracts for impairment for the nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the Company recorded an impairment and additional amortization expense of approximately $1.4 million as a result of evaluating its contracts for impairment. Impairment and amortization of content assets is recorded in the consolidated statements of operations as programming and technical expenses. All produced and licensed content is classified as a long-term asset, except for the portion of the unamortized content balance that is expected to be amortized within one year which is classified as a current asset.

Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs.

Impact of Recently Issued Accounting Pronouncements

(j)

Impact of Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates” which defers the effective date of credit loss standard ASU 2016-13 by two years for smaller reporting companies and permits early adoption. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company is evaluating the impact of the adoption of ASU 2016-13 on its financial statements.

Employment Agreement Award

(n)

Employment Agreement Award

As discussed, in footnote 1(h), the Company accounts for the Employment Agreement Award at fair value. The Company estimated the fair value of the award at September 30, 2022, and December 31, 2021, to be approximately $27.3 million and $28.2 million, respectively, and accordingly adjusted its liability to this amount. The long-term portion is recorded in other long-term liabilities and the current portion is recorded in other current liabilities in the consolidated balance sheets. The expense associated with the Employment Agreement Award was recorded in the consolidated statements of operations as corporate selling, general and administrative expenses and was $714,000 and approximately $1.2 million for the three months ended September 30, 2022, and 2021, respectively, and was approximately $2.2 million and $2.7 million for the nine months ended September 30, 2022 and 2021, respectively.

The Company’s obligation to pay the Employment Agreement Award was triggered after the Company recovered the aggregate amount of its capital contribution in TV One and only upon actual receipt of distributions of cash or marketable securities or proceeds from a liquidity event with respect to the Company’s aggregate investment in TV One. 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 September 2022, the Compensation Committee approved terms for a new employment agreement with the CEO, including a renewal of the Employment Agreement Award upon similar terms as in the prior employment agreement.

Related Party Transactions

(o)

Related Party Transactions

Reach Media operates the Tom Joyner Foundation’s Fantastic Voyage^® (the “Fantastic Voyage^®”), a fund-raising event, on behalf of the Tom Joyner Foundation, Inc. (the “Foundation”), a 501(c)(3) entity. The agreement under which the Fantastic Voyage^® operates provides that Reach Media provide all necessary operations of the cruise and that Reach Media will be reimbursed its expenditures and receive a fee plus a performance bonus. Distributions from operating revenues are in the following order until the funds are depleted: up to $250,000 to the Foundation, reimbursement of Reach’s expenditures, up to a $1.0 million fee to Reach, a performance bonus of up to 50% of remaining operating revenues to Reach Media, with the balance remaining to the Foundation. For 2021 and 2023, $250,000 to the Foundation is guaranteed. Reach Media’s earnings for the Fantastic Voyage^® in any given year may not exceed $1.75 million. The Foundation’s remittances to Reach Media under the agreements are limited to its Fantastic Voyage^®related cash collections. Reach Media bears the risk should the Fantastic Voyage^® sustain a loss and bears all credit risk associated with the related passenger cruise package sales. The agreement between Reach and the Foundation automatically renews annually unless termination is mutually agreed or unless a party’s financial requirements are not met, in which case the party not in breach of their obligations has the right, but not the obligation, to terminate unilaterally. As of September 30, 2022, the Foundation owed Reach Media approximately $2.9 million and as of December 31, 2021, Reach Media owed the Foundation $41,000 under the agreements for the operation of the cruises. No cruise will sail in 2022; however, packages are currently being sold for the Fantastic Voyage^®for 2023.

Reach Media provides office facilities (including office space, telecommunications facilities, and office equipment) to the Foundation. Such services are provided to the Foundation on a pass-through basis at cost. Additionally, from time to time, the Foundation reimburses Reach Media for expenditures paid on its behalf at Reach Media-related events. Under these arrangements, as of September 30, 2022 and December 31, 2021, the Foundation owed $5,000 and $4,000, respectively, to Reach Media.

Alfred C. Liggins, President and Chief Executive Officer of Urban One, Inc., is a compensated member of the Board of Directors of Broadcast Music, Inc. (“BMI”), a performance rights organization to which the Company pays license fees in the ordinary course of business. During the three months ended September 30, 2022 and 2021, the Company incurred expense of $969,000 and approximately $1.2 million, respectively. During the nine months ended September 30, 2022 and 2021, the Company incurred expense of approximately $2.7 million and $2.8 million, respectively. As of September 30, 2022 and December 31, 2021, the Company owed BMI approximately $1.4 million and $423,000, respectively.

Leases

(i)

Leases

On January 1, 2019, with the adoption of ASC Topic 842, “Leases” (“ASC 842”), the Company adopted a package of practical expedients as allowed by the transition guidance which permitted the Company to carry forward the historical assessment of whether contracts contain or are leases, classification of leases and the remaining lease terms. The Company has also made an accounting policy election to exclude leases with an initial term of twelve months or less from recognition on the consolidated balance sheet. Short-term leases will be expensed over the lease term. The Company also elected to separate the consideration in the lease contracts between the lease and non-lease components. All variable non-lease components are expensed as incurred.

ASC 842 results in significant changes to the balance sheets of lessees, most significantly by requiring the recognition of right of use (“ROU”) assets and lease liabilities by lessees for those leases classified as operating leases. Upon adoption of ASC 842, deferred rent balances, which were historically presented separately, were combined and presented net within the ROU asset.

Many of the Company's leases provide for renewal terms and escalation clauses, which are factored into calculating the lease liabilities when appropriate. The implicit rate within the Company's lease agreements is generally not determinable and as such the Company’s collateralized borrowing rate is used.

The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021

	(Unaudited)						(Unaudited)
	(Dollars In thousands)						(Dollars In thousands)
Operating Lease Cost (Cost resulting from lease payments)	$	3,185		$	3,265		$	9,607		$	9,814
Variable Lease Cost (Cost excluded from lease payments)		10			10			30			30
Total Lease Cost	$	3,195		$	3,275		$	9,637		$	9,844

Operating Lease - Operating Cash Flows (Fixed Payments)	$	3,501		$	3,465		$	10,507		$	10,215
Operating Lease - Operating Cash Flows (Liability Reduction)	$	2,524		$	2,274		$	7,452		$	6,696

Weighted Average Lease Term - Operating Leases		4.79	years		5.07	years		4.79	years		5.07	years
Weighted Average Discount Rate - Operating Leases		11.00	%		11.00	%		11.00	%		11.00	%

As of September 30, 2022, maturities of lease liabilities were as follows:


For the Year Ended December 31,	(Dollars in thousands)
For the remaining three months ending December 31, 2022	$	3,405
2023		12,293
2024		11,226
2025		6,499
2026		4,195
Thereafter		9,888
Total future lease payments		47,506
Imputed interest		10,890
Total	$	36,616

Going Concern Assessment

(p)

Going Concern Assessment

As part of its internal control framework, the Company routinely performs a going concern assessment. We have concluded that the Company has sufficient capacity to meet its financing obligations, that cash flows from operations are sufficient to meet the liquidity needs and/or has sufficient capacity to access asset-backed facility funds to finance working capital needs should the need arise.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
CONSOLIDATED STATEMENTS OF OPERATIONS
NET REVENUE	$ 121,403	$ 111,463	$ 352,562	$ 310,496
OPERATING EXPENSES:
Programming and technical including stock-based compensation of $0 and $4, and $0 and $14, respectively	29,490	29,230	86,359	80,843
Selling, general and administrative, including stock-based compensation of $5 and $0, and $5 and $31, respectively	41,076	33,102	111,850	94,599
Corporate selling, general and administrative, including stock-based compensation of $5,004 and $49, and $5,464 and $433, respectively	14,908	12,320	36,232	31,977
Depreciation and amortization	2,505	2,336	7,391	6,925
Impairment of long-lived assets	14,450		31,383	0
Total operating expenses	102,429	76,988	273,215	214,344
Operating income	18,974	34,475	79,347	96,152
INTEREST INCOME	415	13	474	185
INTEREST EXPENSE	15,310	15,896	47,123	49,794
(GAIN) LOSS ON RETIREMENT OF DEBT	(1,837)	0	(3,692)	6,949
OTHER INCOME, net	(2,021)	(2,120)	(13,732)	(6,166)
Income before provision for income taxes and noncontrolling interests in income of subsidiaries	7,937	20,712	50,122	45,760
PROVISION FOR INCOME TAXES	3,364	6,257	12,675	12,366
CONSOLIDATED NET INCOME	4,573	14,455	37,447	33,394
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS	360	579	1,831	1,645
CONSOLIDATED NET INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS	$ 4,213	$ 13,876	$ 35,616	$ 31,749
Earnings Per Share
Net income attributable to common stockholders	$ 0.09	$ 0.27	$ 0.72	$ 0.64
DILUTED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
Net income attributable to common stockholders	$ 0.08	$ 0.25	$ 0.67	$ 0.59
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic	46,625,484	51,190,105	49,504,238	49,816,663
Diluted	50,206,608	55,080,394	53,171,793	53,832,135

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2022

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS

Schedule of Radio Broadcasting licenses impairment test

Below are some of the key assumptions used in the income approach model for estimating broadcasting licenses fair values for the interim impairment assessments for 2022.


Radio Broadcasting	September 30,			June 30,
Licenses	2022 (a)			2022 (a)
Impairment charge (in millions)	$	14.5		$	12.6	(*)
Discount Rate		9.5	%		9.5	%
Year 1 Market Revenue Growth Rate Range		0.5	%		1.4% – 1.8	%
Long-term Market Revenue Growth Rate Range		0.6% – 1.0	%		0.7% – 1.0	%
Mature Market Share Range		6.2% – 23.2	%		6.2% – 23.2	%
Mature Operating Profit Margin Range		28.3% – 36.1	%		28.3% – 36.1	%

(a)Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

(*)Includes an impairment charge whereby the license fair value is based on estimated asset sale consideration.

Schedule of goodwill impairment Radio Markets Reporting Units


Goodwill (Radio Market	September 30,			June 30,
Reporting Units)	2022 (a)			2022 (a)
Impairment charge (in millions)	$	—		$	4.3
Discount Rate		9.5	%		9.5	%
Year 1 Market Revenue Growth Rate Range		(0.3)	%		(2.5)% - 1.5	%
Long-term Market Revenue Growth Rate Range		1.0	%		0.7% – 1.0	%
Mature Operating Profit Margin Range		33.4	%		19.5% – 32.9	%

(a)

Reflects changes only to the key assumptions used in the interim testing for certain units of accounting.

Schedule of changes in carrying amount of goodwill

The table below presents the changes in the Company’s goodwill carrying values for its four reportable segments.


	Radio		Reach				Cable
	Broadcasting		Media		Digital		Television
	Segment		Segment		Segment		Segment		Total

	(In thousands)
Gross goodwill	$	155,000	$	30,468	$	27,567	$	165,044	$	378,079
Additions		437		—		—		—		437
Impairments		(4,325)		—		—		—		(4,325)
Accumulated impairment losses		(117,748)		(16,114)		(20,345)		—		(154,207)
Audacy asset exchange		(470)		—		—		—		(470)
Net goodwill at September 30, 2022	$	32,894	$	14,354	$	7,222	$	165,044	$	219,514

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share
Net income (loss) attributable to common stockholders	$ 4,213	$ 13,876	$ 35,616	$ 31,749
Denominator:
Denominator for basic net income (loss) per share - weighted average outstanding shares	46,625,484	51,190,105	49,504,238	49,816,663
Effect of dilutive securities:
Stock options and restricted stock	3,581,124	3,890,289	3,667,555	4,015,472
Denominator for diluted net income (loss) per share - weighted-average outstanding shares	50,206,608	55,080,394	53,171,793	53,832,135
Net income (loss) attributable to common stockholders per share - basic	$ 0.09	$ 0.27	$ 0.72	$ 0.64
Net income (loss) attributable to common stockholders per share -diluted	$ 0.08	$ 0.25	$ 0.67	$ 0.59

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-URI https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2022

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a)

Organization

(b)

Interim Financial Statements

(c)

Financial Instruments

(d)

Revenue Recognition

Revenue by Contract Type

The following chart shows the sources of our net revenue for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(Unaudited)
	(In thousands)
Net Revenue:
Radio Advertising	$	45,081	$	43,089	$	128,726	$	119,033
Political Advertising		2,766		711		5,137		1,991
Digital Advertising		20,063		14,981		53,427		40,351
Cable Television Advertising		26,801		22,969		86,336		66,638
Cable Television Affiliate Fees		23,923		25,877		74,210		76,760
Event Revenues & Other		2,769		3,836		4,726		5,723
Net Revenue (as reported)	$	121,403	$	111,463	$	352,562	$	310,496

Contract assets and liabilities


	September 30, 2022		December 31, 2021		September 30, 2021
	(Unaudited)				(Unaudited)
	(In thousands)
Contract assets:
Unbilled receivables	$	13,653	$	10,735	$	9,403

Contract liabilities:
Customer advances and unearned income	$	10,296	$	7,494	$	8,357
Reserve for audience deficiency		8,306		6,020		6,332
Unearned event income		3,338		—		6,700

Practical expedients and exemptions

We generally expense sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses.

(e)

Launch Support

(f)

Barter Transactions

(g)

Earnings Per Share

The following table sets forth the calculation of basic and diluted earnings per share from continuing operations (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021

	(Unaudited)				(Unaudited)
Numerator:
Net income attributable to common stockholders	$	4,213	$	13,876	$	35,616	$	31,749
Denominator:
Denominator for basic net income per share - weighted average outstanding shares		46,625,484		51,190,105		49,504,238		49,816,663
Effect of dilutive securities:
Stock options and restricted stock		3,581,124		3,890,289		3,667,555		4,015,472
Denominator for diluted net income per share - weighted-average outstanding shares		50,206,608		55,080,394		53,171,793		53,832,135

Net income attributable to common stockholders per share – basic	$	0.09	$	0.27	$	0.72	$	0.64
Net income attributable to common stockholders per share – diluted	$	0.08	$	0.25	$	0.67	$	0.59

(h)

Fair Value Measurements

Level 1: Inputs are unadjusted quoted prices in active markets for identical assets and liabilities that can be accessed at the measurement date.

Level 3: Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value instrument.

As of September 30, 2022, and December 31, 2021, respectively, the fair values of our financial assets and liabilities measured at fair value on a recurring basis are categorized as follows:


	Total		Level 1		Level 2		Level 3

	(Unaudited)
	(In thousands)
As of September 30, 2022
Liabilities subject to fair value measurement:
Employment agreement award (a)	$	27,297	$	—	$	—	$	27,297

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (b)	$	19,964	$	—	$	—	$	19,964

As of December 31, 2021
Liabilities subject to fair value measurement:
Employment agreement award (a)	$	28,193	$	—	$	—	$	28,193

Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests (b)	$	17,015	$	—	$	—	$	17,015

(a)

(b)


	Employment		Redeemable
	Agreement		Noncontrolling
	Award		Interests

	(In thousands)

Balance at December 31, 2021	$	28,193	$	17,015
Net income attributable to noncontrolling interests		—		1,831
Distribution		(3,092)		—
Dividends paid to noncontrolling interests		—		(1,599)
Change in fair value		2,196		2,717
Balance at September 30, 2022	$	27,297	$	19,964

The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date	$	(2,196)	$	—


			As of		As of
			September 30,		December 31,
		Significant	2022		2021

		Unobservable	Significant Unobservable
Level 3 liabilities	Valuation Technique	Inputs	Input Value
Employment agreement award	Discounted Cash Flow	Discount Rate	10.5	%	9.5	%
Employment agreement award	Discounted Cash Flow	Long-term Growth Rate	0.5	%	0.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Discount Rate	11.5	%	11.5	%
Redeemable noncontrolling interest	Discounted Cash Flow	Long-term Growth Rate	0.4	%	0.4	%

Any significant increases or decreases in discount rate or long-term growth rate inputs could result in significantly higher or lower fair value measurements.

(i)

Leases

The following table sets forth the components of lease expense and the weighted average remaining lease term and the weighted average discount rate for the Company’s leases:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021

	(Unaudited)						(Unaudited)
	(Dollars In thousands)						(Dollars In thousands)
Operating Lease Cost (Cost resulting from lease payments)	$	3,185		$	3,265		$	9,607		$	9,814
Variable Lease Cost (Cost excluded from lease payments)		10			10			30			30
Total Lease Cost	$	3,195		$	3,275		$	9,637		$	9,844

Operating Lease - Operating Cash Flows (Fixed Payments)	$	3,501		$	3,465		$	10,507		$	10,215
Operating Lease - Operating Cash Flows (Liability Reduction)	$	2,524		$	2,274		$	7,452		$	6,696

Weighted Average Lease Term - Operating Leases		4.79	years		5.07	years		4.79	years		5.07	years
Weighted Average Discount Rate - Operating Leases		11.00	%		11.00	%		11.00	%		11.00	%

As of September 30, 2022, maturities of lease liabilities were as follows:


For the Year Ended December 31,	(Dollars in thousands)
For the remaining three months ending December 31, 2022	$	3,405
2023		12,293
2024		11,226
2025		6,499
2026		4,195
Thereafter		9,888
Total future lease payments		47,506
Imputed interest		10,890
Total	$	36,616

(j)

Impact of Recently Issued Accounting Pronouncements

(k)

Redeemable noncontrolling interest

(l)

Investments – Cost Method

(m)

Content Assets

Tax incentives that state and local governments offer that are directly measured based on production activities are recorded as reductions in production costs.

(n)

Employment Agreement Award

(o)

Related Party Transactions

(p)

Going Concern Assessment

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Consolidated net income	$ 4,573,000	$ 14,455,000	$ 37,447,000	$ 33,394,000
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization			7,391,000	6,925,000
Amortization of debt financing costs			1,503,000	1,776,000
Amortization of content assets			30,990,000	30,356,000
Amortization of launch assets			3,142,000	1,003,000
Bad debt expense			(63,000)	825,000
Deferred income taxes			11,511,000	12,366,000
Amortization of right of use assets			6,589,000	5,760,000
Non-cash lease liability expense			2,994,000	3,299,000
Non-cash interest expense			0	158,000
Impairment of long-lived assets	14,450,000		31,383,000	0
Stock-based compensation	5,000,000.0	53,000	5,469,000	478,000
Non-cash fair value adjustment of Employment Agreement Award			2,196,000	2,698,000
Non-cash income on PPP loan forgiveness			(7,575,000)	0
(Gain) loss on retirement of debt	(1,837,000)	0	(3,692,000)	6,949,000
Gain on asset exchange agreement			0	404,000
Effect of change in operating assets and liabilities, net of assets acquired:
Trade accounts receivable			208,000	(8,574,000)
Prepaid expenses and other current assets			(2,279,000)	(149,000)
Other assets			(5,197,000)	(30,863,000)
Accounts payable			(270,000)	3,488,000
Accrued interest			(15,869,000)	2,212,000
Accrued compensation and related benefits			(2,571,000)	(5,641,000)
Other liabilities			(75,000)	1,975,000
Payment of launch support			(5,000,000)	0
Payments for content assets			(44,165,000)	(32,575,000)
Net cash flows provided by operating activities			54,067,000	36,264,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(5,256,000)	(4,182,000)
Proceeds from sale of broadcasting assets			3,080,000	8,000,000
Acquisition of broadcasting assets			(25,000,000)	0
Net cash flows (used in) provided by investing activities			(27,176,000)	3,818,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of Class A common stock, net of fees			0	33,277,000
Proceeds from exercise of stock options			50,000	366,000
Repurchase of 2028 Notes			(45,527,000)	0
Payment of dividends to noncontrolling interest members of Reach Media			(1,599,000)	(1,000,000)
Repurchase of common stock			(26,486,000)	(944,000)
Proceeds from 2028 Notes			0	825,000,000
Proceeds from PPP Loan			0	7,505,000
Debt refinancing costs			0	(11,157,000)
Repayment of MGM National Harbor Loan			0	(57,889,000)
Repayment of 7.375% Notes			0	(2,984,000)
Repayment of 8.75% Notes			0	(347,016,000)
Net cash flows used in financing activities			(73,562,000)	(2,109,000)
(DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH			(46,671,000)	37,973,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, beginning of period			152,218,000	73,858,000	$ 73,858,000
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, end of period	$ 105,547,000	$ 111,831,000	105,547,000	111,831,000	$ 152,218,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for: Interest			61,414,000	45,649,000
Cash paid for: Income taxes, net of refunds			945,000	782,000
NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES:
Assets acquired under Audacy asset exchange			0	28,193,000
Liabilities recognized under asset exchange			1,240,000	2,669,000
Right of use asset and lease liability additions			1,487,000	5,708,000
Non-cash launch additions			13,750,000	0
Non-cash content asset additions			21,171,000	0
Adjustment of redeemable noncontrolling interests to estimated redemption value			2,717,000	3,671,000
2018 Credit Facility.
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility			0	(129,935,000)
2017 Credit Facility.
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of credit facility			$ 0	$ (317,332,000)

STOCKHOLDERS' EQUITY - Stock options (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
STOCKHOLDERS' EQUITY
Number of Options, Exercised			(60,240)	(219,756)
Stock options
STOCKHOLDERS' EQUITY
Number of Options, Outstanding at Beginning of Year			3,770,913
Number of Options, Grants	877,174	0	884,061	20,000
Number of Options, Exercised			(60,240)
Number of Option, Forfeited/cancelled/expired/settled			0
Number of Options, Balance at End of Year	4,594,734		4,594,734		3,770,913
Number of Options, Vested and expected to vest	4,541,393		4,541,393
Number of Options, Unvested	465,798		465,798
Number of Options, Exercisable	4,128,936		4,128,936
Weighted-Average Exercise Price, Outstanding at Beginning of Year (in dollars per share)			$ 2.18
Weighted-Average Exercise Price, Grants (in dollars per share)			4.22
Weighted-Average Exercise Price, Exercised (in dollars per share)			0.83
Weighted-Average Exercise Price, Forfeited/cancelled/expired/settled (in dollars per share)			0
Weighted-Average Exercise Price, Balance at End of Year (in dollars per share)	$ 2.59		2.59		$ 2.18
Weighted-Average Exercise Price, Vested and expected to vest (in dollars per share)	2.57		2.57
Weighted-Average Exercise Price, Unvested (in dollars per share)	4.23		4.23
Weighted-Average Exercise Price, Exercisable (in dollars per share)	$ 2.40		$ 2.40
Weighted-Average Remaining Contractual Term, Outstanding (in years)			5 years 11 months 23 days		5 years 8 months 4 days
Weighted-Average Remaining Contractual Term, Grants (in years)			0 years
Weighted-Average Remaining Contractual Term, Exercised (in years)			0 years
Weighted-Average Remaining Contractual Term, Forfeited/cancelled/expired/settled (in years)			0 years
Weighted-Average Remaining Contractual Term, Vested and expected to vest (in years)			5 years 11 months 4 days
Weighted-Average Remaining Contractual Term, Unvested (in years)			9 years 11 months 26 days
Weighted-Average Remaining Contractual Term, Exercisable (in years)			5 years 6 months 7 days
Aggregate Intrinsic Value, Outstanding	$ 7,701,000		$ 7,701,000		$ 4,660,000
Aggregate Intrinsic Value, Grants	0		0
Aggregate Intrinsic Value, Exercised			0
Aggregate Intrinsic Value, Forfeited/cancelled/expired/settled	0		0
Aggregate Intrinsic Value, Vested and expected to vest	7,700,000		7,700,000
Aggregate Intrinsic Value, Unvested	10,000		10,000
Aggregate Intrinsic Value, Exercisable	$ 7,691,000		$ 7,691,000

LONG-TERM DEBT

9 Months Ended

Sep. 30, 2022

LONG-TERM DEBT

LONG-TERM DEBT

4. LONG-TERM DEBT:

Long-term debt consists of the following:


	September 30,		December 31,
	2022		2021
	(Unaudited)
	(In thousands)
7.375% Senior Secured Notes due February 2028	$	775,000	$	825,000
PPP Loan		—		7,505
Total debt		775,000		832,505
Less: current portion of long-term debt		—		—
Less: original issue discount and issuance costs		11,800		13,889
Long-term debt, net	$	763,200	$	818,616

2028 Notes

On January 7, 2021, the Company launched an offering (the “2028 Notes Offering”) of $825 million 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”). On January 8, 2021, the Company entered into a purchase agreement with respect to the 2028 Notes at an issue price of 100% and the 2028 Notes Offering closed on January 25, 2021.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.

The Company used the net proceeds from the 2028 Notes Offering, together with cash on hand, to repay or redeem: (1) the 2017 Credit Facility; (2) the 2018 Credit Facility; (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes; and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer (all as defined below). Upon settlement of the 2028 Notes Offering, the 2017 Credit Facility, the 2018 Credit Facility and the MGM National Harbor Loan were terminated and the indentures

governing the 7.375% Notes and the 8.75% Notes were satisfied and discharged. There was a net loss on retirement of debt of approximately $6.9 million for the year ended December 31, 2021 associated with the settlement of the 2028 Notes.

The 2028 Notes and the guarantees are 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 (the “ABL Priority Collateral”)), including the capital stock of each guarantor (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.

The associated debt issuance costs in the amount of approximately $15.4 million is reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs is charged to interest expense for all periods presented.

The amount of deferred financing costs included in interest expense for all instruments, for the three months ended September 30, 2022 and 2021, was $498,000 and $480,000, respectively. The amount of deferred financing costs included in interest expense for all instruments, for the nine months ended September 30, 2022 and 2021, was approximately $1.5 million and $1.8 million, respectively. The Company’s effective interest rate for 2022 is 7.85% and for 2021 was 7.96%.

During the quarter ended June 30, 2022, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 91.0% of par. The Company recorded a net gain on retirement of debt of approximately $1.9 million for the quarter ended June 30, 2022. During the quarter ended September 30, 2022, the Company repurchased approximately $25.0 million of its 2028 Notes at an average price of approximately 91.1% of par. The Company recorded a net gain on retirement of debt of approximately $1.8 million for the quarter ended September 30, 2022. See Note 9 – Subsequent Events.

The Company conducts a portion of its business through its subsidiaries. Certain of the Company’s subsidiaries have fully and unconditionally guaranteed the Company’s 2028 Notes.

PPP Loan

On January 29, 2021, the Company submitted an application for participation in the second round of the Paycheck Protection Program loan program (“PPP”). On June 1, 2021, the Company received proceeds of approximately $7.5 million. During the three months ended June 30, 2022, the PPP loan and related accrued interest was forgiven and recorded as other income in the amount of $7.6 million. The loan bore interest at a fixed rate of 1% per year and was not changed during the life of the loan. Prior to its being forgiven, the loan was scheduled to mature June 1, 2026.

8.75% Notes

In October 2020, the Company announced an offer to eligible holders of its 7.375% Senior Secured Notes due 2022 (the “7.375% Notes”) to exchange any and all of their 7.375% Notes for newly issued 8.75% Senior Secured Notes due 2022 (the “8.75 Notes”). The exchange offer closed on November 9, 2020 and, therefore, is referred to as the “November 2020 Exchange Offer”. Until their satisfaction and discharge on settlement of the 2028 Notes, the 8.75% Notes were governed by an indenture, dated November 9, 2020 (the “8.75% Notes Indenture”), by and between the Company, the guarantors therein (the “Guarantors”) and Wilmington Trust, National Association, as trustee (in such capacity, the “8.75% Notes Trustee”) and as notes collateral agent (in such capacity, “the 8.75% Notes Collateral Agent”). Interest on the 8.75% Notes accrued at the rate per annum equal to 8.75% and was payable, in cash, quarterly on January 15, April 15, July 15 and October 15 of each year, commencing on January 15, 2021, to holders of record on the immediately preceding January 1, April 1, July 1 and October 1, respectively.

The 8.75% Notes were general senior obligations and were guaranteed (the “Guarantees”) by the Guarantors. The 8.75% Notes and the Guarantees: (i) ranked equal in right of payment to all of the Company’s and the Guarantor’s existing and future senior indebtedness, (ii) were secured on a first-priority basis by the Notes Priority Collateral (as defined below) and on a second-priority basis by the ABL Priority Collateral (defined below) owned by the Company and the applicable Guarantor, in each case subject to certain liens permitted under the 8.75% Notes Indenture, (iii) were equal in priority to the collateral owned by the Company and the Guarantor with respect to obligations under the credit agreement, dated as of April 18, 2017, by and among the Company, various lenders therein and Guggenheim Securities Credit Partners, LLC, as administrative agent and any other Parity Lien Debt (as described in the 8.75% Notes Indenture), if

an, incurred after the date the 8.75% Notes were issued, (iv) ranked senior in right of payment to any existing or future subordinated indebtedness of the Company or Guarantors, (v) were initially guaranteed on a senior basis by each of the Company’s wholly-owned domestic subsidiaries (other than certain immaterial subsidiaries, unrestricted subsidiaries, and other certain exceptions), (vi) were effectively senior to all of the Company’s and the Guarantor’s existing and future unsecured indebtedness to the extent of the value of the collateral owned by the Company or applicable Guarantors and effectively senior to all existing and future ABL Debt Obligations (as defined in the 8.75% Notes Indenture) to the extent of the value of the Notes Priority Collateral (as defined below) owned by the Company or applicable Guarantor, (vii) were effectively subordinated to all of the Company’s and the Guarantor’s existing and future indebtedness that was secured by liens on assets that do not secure the Notes or the Guarantee to the extent of the value of such assets, (viii) were structurally subordinated to all of the Company’s and the Guarantor’s existing and future indebtedness and other claims and liabilities, including preferred stock, of subsidiaries of the Company that are not guarantors, and (ix) were effectively senior to any 7.375% Notes that remain outstanding after the November 2020 Exchange Offer with respect to any collateral proceeds.

The 8.75% 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 (the “ABL Priority Collateral”), including the capital stock of each Guarantor (which, in the case of foreign subsidiaries, is limited to 65% of the voting stock and 100% of the non-voting stock of each first-tier foreign subsidiary) (collectively, the “Notes Priority Collateral”) and (ii) on a second priority basis by the ABL Priority Collateral.

In connection with the November 2020 Exchange Offer, the 8.75% Notes were subject to a new intercreditor agreement, pursuant to which proceeds received by the 7.375% Notes Trustee with respect to collateral proceeds received by the 7.375% Notes Trustee for the 7.375% Notes under an existing parity lien intercreditor agreement were to be paid over to the 8.75% Notes Trustee for the 8.75% Notes to the extent of the amounts owed to the holders of the 8.75% Notes then outstanding.

The Company could redeem the 8.75% Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such 8.75% Notes plus accrued and unpaid interest, if any, to the redemption date.

Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repurchase, repay or redeem $15 million aggregate principal amount of the 8.75% Notes. Separately, within five business days after each Excess Cash Flow Calculation Date (as defined in the 8.75% Notes Indenture), the Company was to redeem an aggregate principal amount of 8.75% Notes equal to 50% of the Excess Cash Flow (as defined in the 8.75% Notes Indenture), provided that repurchases, repayments or redemption of 8.75% Notes with internally generated funds during the applicable calculation period would reduce on a dollar-for-dollar basis the amount of such redemption otherwise required on the applicable calculation date. Any such mandatory redemptions were to be at par (plus accrued and unpaid interest).

The premium paid to the bondholders in the amount of approximately $3.5 million is being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented.

2018 Credit Facility

On December 4, 2018, the Company and certain of its subsidiaries entered into a credit agreement (“2018 Credit Facility”), among the Company, the lenders party thereto from time to time, Wilmington Trust, National Association, as administrative agent, and TCG Senior Funding L.L.C, as sole lead arranger and sole bookrunner. The 2018 Credit Facility provided $192.0 million in term loan borrowings, which was funded on December 20, 2018. The net proceeds of term loan borrowings under the 2018 Credit Facility were used to refinance, repurchase, redeem or otherwise repay the Company's then outstanding 9.25% Senior Subordinated Notes due 2020.

Until its termination on settlement of the 2028 Notes, borrowings under the 2018 Credit Facility were subject to customary conditions precedent, as well as a requirement under the 2018 Credit Facility that (i) the Company's total gross leverage ratio on a pro forma basis be not greater than 8:00 to 1:00 (this total gross leverage ratio test steps down as described below), (ii) neither of the administrative agents under the Company's existing credit facilities nor the trustee under the Company's existing senior secured notes due 2022 have objected to the terms of the new credit documents and (iii) certification by the Company that the terms and conditions of the 2018 Credit Facility satisfied the requirements of the definition of “Permitted Refinancing” (as defined in the agreements governing

the Company's existing credit facilities) and neither of the administrative agents under the Company's existing credit facilities notified the Company within five (5) business days prior to funding the borrowings under the 2018 Credit Facility that it disagreed with such determination (including a reasonable description of the basis upon which it disagrees).

The 2018 Credit Facility was scheduled to mature on December 31, 2022 (the “Maturity Date”). In connection with the November 2020 Exchange Offer, we also entered into an amendment to certain terms of our 2018 Credit Facility including the extension of the maturity date to March 31, 2023. Interest rates on borrowings under the 2018 Credit Facility were either (i) from the Funding Date to the Maturity Date, 12.875% per annum, (ii) 11.875% per annum, once 50% of the term loan borrowings had been repaid or (iii) 10.875% per annum, once 75% of the term loan borrowings had been repaid. Interest payments began on the last day of the 3-month period commencing on the Funding Date. Within 90 days following the completion of the November 2020 Exchange Offer, the Company was required to repay $10 million of the 2018 Credit Facility. The amendment was accounted for as a modification in accordance with the provisions of ASC 470, “Debt”.

The Company's obligations under the 2018 Credit Facility were not secured. The 2018 Credit Facility was guaranteed on an unsecured basis by each entity that guarantees the Company's outstanding $350.0 million 2017 Credit Facility (as defined below).

The term loans could be voluntarily prepaid prior to February 15, 2020 subject to payment of a prepayment premium. The Company was required to repay principal to the extent then outstanding on each quarterly interest payment date, commencing on the last business day in March 2019, equal to one quarter of 7.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2019, commencing on the last business day in March 2020, one quarter of 10.0% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2021, and, commencing on the last business day in March 2021, one quarter of 12.5% of the aggregate initial principal amount of all term loans incurred on the Funding Date to December 2022. The Company was also required to use 75% of excess cash flow (“ECF payment”) as defined in the 2018 Credit Facility, which excluded any distributions to the Company or its restricted subsidiaries in respect of its interests in the MGM National Harbor, to repay outstanding term loans at par, paid semiannually and to use 100% of all distributions to the Company or its restricted subsidiaries received in respect of its interest in the MGM National Harbor to repay outstanding terms loans at par.

The 2018 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications). The 2018 Credit Facility, as amended, also contained certain financial covenants, including a maintenance covenant requiring the Company's total gross leverage ratio to be not greater than 8.0 to 1.00 in 2019, 7.5 to 1.00 in 2020, 7.25 to 1.00 in 2021, 6.75 to 1.00 in 2022 and 6.25 to 1.00 in 2023.

The original issue discount in the amount of approximately $3.8 million and associated debt issuance costs in the amount of $875,000 were reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented.

MGM National Harbor Loan

Concurrently, on December 4, 2018, Urban One Entertainment SPV, LLC (“UONESPV”) and its immediate parent, Radio One Entertainment Holdings, LLC (“ROEH”), each of which is a wholly owned subsidiary of the Company, entered into a credit agreement, providing $50.0 million in term loan borrowings (the “MGM National Harbor Loan”) which was funded on December 20, 2018. On June 25, 2020, the Company borrowed an incremental $3.6 million on the MGM National Harbor Loan and used the proceeds to pay down the higher coupon 2018 Credit Facility by the same amount.

Until its termination on settlement of the 2028 Notes, the MGM National Harbor Loan was scheduled to mature on December 31, 2022 and bore interest at 7.0% per annum in cash plus 4.0% per annum paid-in kind. The loan had limited ability to be prepaid in the first two years. The loan was secured on a first priority basis by the assets of UONESPV and ROEH, including all of UONESPV's shares held by ROEH, all of UONESPV's interests in MGM National Harbor, its rights under the joint venture operating agreement governing the MGM National Harbor and UONESPV's obligation to exercise its put right under the joint venture operating agreement in the event of a UONESPV payment default or bankruptcy event, in each case, subject to applicable Maryland gaming laws and approvals. Exercise by UONESPV of its put right under the joint venture operating agreement was subject to required lender consent unless the proceeds are used to retire the MGM National Harbor Loan and any remaining excess is used to repay borrowings, if any, under the 2018 Credit

Facility. The MGM National Harbor Loan also contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications).

The original issue discount in the amount of approximately $1.0 million and associated debt issuance costs in the amount of approximately $1.7 million was being reflected as an adjustment to the carrying amount of the debt obligation and amortized to interest expense over the term of the obligation using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented.

2017 Credit Facilities

On April 18, 2017, the Company closed on a senior secured credit facility (the “2017 Credit Facility”). The 2017 Credit Facility was governed by a credit agreement by and among the Company, the lenders party thereto from time to time and Guggenheim Securities Credit Partners, LLC, as administrative agent, The Bank of New York Mellon, as collateral agent, and Guggenheim Securities, LLC as sole lead arranger and sole book running manager. The 2017 Credit Facility provided for $350 million in term loan borrowings, all of which was advanced and outstanding on the date of the closing of the transaction.

Until its termination on settlement of the 2028 Notes, the 2017 Credit Facility matured on the earlier of (i) April 18, 2023, or (ii) in the event such debt is not repaid or refinanced, 91 days prior to the maturity of the Company’s 7.375% Notes (as defined below). At the Company’s election, the interest rate on borrowings under the 2017 Credit Facility are based on either (i) the then applicable base rate (as defined in the 2017 Credit Facility) as, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the prime rate published in the Wall Street Journal, (b) 1/2 of 1% in excess rate of the overnight Federal Funds Rate at any given time, (c) the one-month LIBOR rate commencing on such day plus 1.00%) and (d) 2%, or (ii) the then applicable LIBOR rate (as defined in the 2017 Credit Facility). The average interest rate was approximately 5.0% for 2021.

The 2017 Credit Facility was (i) guaranteed by each entity that guarantees the Company’s 7.375% Notes on a pari passu basis with the guarantees of the 7.375% Notes and (ii) secured on a pari passu basis with the Company’s 7.375% Notes. The Company’s obligations under the 2017 Credit Facility were secured, subject to permitted liens and except for certain excluded assets (i) on a first priority basis by certain notes priority collateral, and (ii) on a second priority basis by collateral for the Company’s asset-backed line of credit.

In addition to any mandatory or optional prepayments, the Company was required to pay interest on the term loans (i) quarterly in arrears for the base rate loans, and (ii) on the last day of each interest period for LIBOR loans. Certain voluntary prepayments of the term loans during the first six months required an additional prepayment premium. Beginning with the interest payment date occurring in June 2017 and ending in March 2023, the Company was required to repay principal, to the extent then outstanding, equal to 1∕4 of 1% of the aggregate initial principal amount of all term loans incurred on the effective date of the 2017 Credit Facility.

The 2017 Credit Facility contained customary representations and warranties and events of default, affirmative and negative covenants (in each case, subject to materiality exceptions and qualifications) which may be more restrictive than those governing the 7.375% Notes. The 2017 Credit Facility also contained certain financial covenants, including a maintenance covenant requiring the Company’s interest expense coverage ratio (defined as the ratio of consolidated EBITDA to consolidated interest expense) to be greater than or equal to 1.25 to 1.00 and its total senior secured leverage ratio (defined as the ratio of consolidated net senior secured indebtedness to consolidated EBITDA) to be less than or equal to 5.85 to 1.00.

The net proceeds from the 2017 Credit Facility were used to prepay in full the Company’s previous senior secured credit facility and the agreement governing such credit facility.

The 2017 Credit Facility contained affirmative and negative covenants that the Company was required to comply with, including:

(a)

maintaining an interest coverage ratio of no less than:

◾

1.25 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.

(b)

maintaining a senior leverage ratio of no greater than:

◾

5.85 to 1.00 on June 30, 2017 and the last day of each fiscal quarter thereafter.

(c)

limitations on:

◾

liens;

◾

sale of assets;

◾

payment of dividends; and

◾

mergers.

The original issue discount is being reflected as an adjustment to the carrying amount of the debt obligations and amortized to interest expense over the term of the credit facility using the effective interest rate method. The amortization of deferred financing costs was charged to interest expense for all periods presented.

7.375% Notes

On April 17, 2015, the Company closed a private offering of $350.0 million aggregate principal amount of 7.375% senior secured notes due 2022 (the “7.375% Notes”). The 7.375% Notes were offered at an original issue price of 100.0% plus accrued interest from April 17, 2015 and matured on April 15, 2022. Interest on the 7.375% Notes accrued at the rate of 7.375% per annum and was payable semiannually in arrears on April 15 and October 15, which commenced on October 15, 2015. The 7.375% Notes were guaranteed, jointly and severally, on a senior secured basis by the Company’s existing and future domestic subsidiaries, including TV One.

The Company used the net proceeds from the 7.375% Notes, to refinance a previous credit agreement, refinance certain TV One indebtedness, and finance the buyout of membership interests of Comcast in TV One and pay the related accrued interest, premiums, fees and expenses associated therewith.

Until their satisfaction and discharge on settlement of the 2028 Notes, the 7.375% Notes were the Company’s senior secured obligations and ranked equal in right of payment with all of the Company’s and the guarantors’ existing and future senior indebtedness, including obligations under the 2017 Credit Facility and the Company’s previously existing senior subordinated notes. The 7.375% Notes and related guarantees were equally and ratably secured by the same collateral securing the 2017 Credit Facility and any other parity lien debt issued after the issue date of the 7.375% Notes, including any additional notes issued under the Indenture, but were effectively subordinated to the Company’s and the guarantors’ secured indebtedness to the extent of the value of the collateral securing such indebtedness that does not also secure the 7.375% Notes. Collateral included substantially all of the Company’s and the guarantors’ current and future property and assets for accounts receivable, cash, deposit accounts, other bank accounts, securities accounts, inventory and related assets including the capital stock of each subsidiary guarantor.

On November 9, 2020, we completed the November 2020 Exchange Offer of 99.15% of our outstanding 7.375% Notes for $347 million aggregate principal amount of 8.75% Notes.

Asset-Backed Credit Facilities

On April 21, 2016, the Company entered into a senior credit agreement governing an asset-backed credit facility (the “2016 ABL Facility”) among the Company, the lenders party thereto from time to time and Wells Fargo Bank National Association, as administrative agent (the “Administrative Agent”). The 2016 ABL Facility originally provided for $25 million in revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. On November 13, 2019, the Company entered into an amendment to the 2016 ABL Facility, (the “2016 ABL Amendment”), which increased the borrowing capacity from $25 million in revolving loan borrowings to $37.5 million in order to provide for the working capital needs and general corporate requirements of the Company and provides for a letter of credit facility up to $7.5 million as a part of the overall $37.5 million in capacity. The 2016 ABL Amendment also redefined the “Maturity Date” to be “the earlier to occur of (a) April 21, 2021 and (b) the date that is thirty (30) days prior to the earlier to occur of (i) the Term Loan Maturity Date (as defined in the Term Loan Credit Agreement as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Term Loan Credit Agreement), and (ii) the Stated Maturity (as defined in the Senior Secured Notes Indenture (as defined in the Term Loan Credit Agreement)) of the Notes (as defined in the Senior Secured Notes Indenture as in effect on the Effective Date or as the same may be extended in accordance with the terms of the Senior Secured Notes Indenture).”

At the Company’s election, the interest rate on borrowings under the 2016 ABL Facility were based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the 2016 ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as

defined in the 2016 ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.

Advances under the 2016 ABL Facility were limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the 2016 ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the 2016 ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the 2016 ABL Facility), plus (ii) the aggregate amount of all other reserves, if any, established by Administrative Agent.

All obligations under the 2016 ABL Facility were secured by first priority lien on all (i) deposit accounts (related to accounts receivable), (ii) accounts receivable, (iii) all other property which constitutes ABL Priority Collateral (as defined in the 2016 ABL Facility). The obligations were also secured by all material subsidiaries of the Company.

The 2016 ABL Facility was subject to the terms of the Intercreditor Agreement (as defined in the 2016 ABL Facility) by and among the Administrative Agent, the administrative agent for the secured parties under the Company’s term loan and the trustee and collateral trustee under the senior secured notes indenture.

In connection with the offering of the 2028 Notes, the Company entered into an amendment of its 2016 ABL Facility to facilitate the issuance of the 2028 Notes. The amendments to the 2016 ABL Facility, include, among other things, a consent to the issuance of the 2028 Notes, revisions to terms and exclusions of collateral and addition of certain subsidiaries as guarantors.

On February 19, 2021, the Company closed on a new asset backed credit facility (the “Current ABL Facility”). The Current 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 Current ABL Facility provides for up to $50 million revolving loan borrowings in order to provide for the working capital needs and general corporate requirements of the Company. The Current ABL Facility also provides for a letter of credit facility up to $5 million as a part of the overall $50 million in capacity. On closing of the Current ABL Facility, the 2016 ABL Facility was terminated on February 19, 2021. As of September 30, 2022, there was no balance outstanding on the Current ABL Facility.

At the Company’s election, the interest rate on borrowings under the Current ABL Facility are based on either (i) the then applicable margin relative to Base Rate Loans (as defined in the Current ABL Facility) or (ii) the then applicable margin relative to LIBOR Loans (as defined in the Current ABL Facility) corresponding to the average availability of the Company for the most recently completed fiscal quarter.

Advances under the Current ABL Facility are limited to (a) eighty-five percent (85%) of the amount of Eligible Accounts (as defined in the Current ABL Facility), less the amount, if any, of the Dilution Reserve (as defined in the Current ABL Facility), minus (b) the sum of (i) the Bank Product Reserve (as defined in the Current ABL Facility), plus (ii) the AP and Deferred Revenue Reserve (as defined in the Current ABL Facility), plus (iii) without duplication, the aggregate amount of all other reserves, if any, established by Administrative Agent.

All obligations under the Current ABL Facility are 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 Current ABL Facility). The obligations are also guaranteed by all material restricted subsidiaries of the Company.

The Current ABL Facility matures on the earlier to occur of: (a) the date that is five (5) years from the effective date of the Current ABL Facility, and (b) 91 days prior to the maturity of the Company’s 2028 Notes. The Current ABL Facility is subject to the terms of the Revolver Intercreditor Agreement (as defined in the Current ABL Facility) by and among the Administrative Agent and Wilmington Trust, National Association.

Letter of Credit Facility

On February 24, 2015, the Company entered into a letter of credit reimbursement and security agreement providing for letter of credit capacity of up to $1.2 million. On October 8, 2019, the Company entered into an amendment to its letter of credit reimbursement and security agreement and extended the term to October 8, 2024. As of September 30, 2022, the Company had letters of credit totaling $871,000 under the agreement for certain operating leases and certain insurance policies. Letters of credit are issued under the agreement

are required to be collateralized with cash. In addition, the Current ABL Facility provides for letter of credit capacity of up to $5 million subject to certain limitations on availability.

Future Minimum Principal Payments

Future scheduled minimum principal payments of debt as of September 30, 2022, are as follows:


	7.375% Senior
	Secured Notes due
	February 2028		Total

	(In thousands)
July - December 2022	$	—	$	—
2023		—		—
2024		—		—
2025		—		—
2026		—		—
2027 and thereafter		775,000		775,000
Total Debt	$	775,000	$	775,000

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 85,573	$ 132,245
Restricted cash	19,974	19,973
Trade accounts receivable, net of allowance for doubtful accounts of $7,925 and $8,743, respectively	127,301	127,446
Prepaid expenses	5,013	2,967
Current portion of content assets	40,288	25,883
Other current assets	8,939	4,760
Total current assets	287,088	313,274
CONTENT ASSETS, net	80,096	60,155
PROPERTY AND EQUIPMENT, net	27,529	26,291
GOODWILL	219,514	223,402
RIGHT OF USE ASSETS	34,258	38,044
RADIO BROADCASTING LICENSES	498,532	505,148
OTHER INTANGIBLE ASSETS, net	59,376	50,159
OTHER ASSETS	44,303	44,635
Total assets	1,250,696	1,261,108
CURRENT LIABILITIES:
Accounts payable	14,318	14,588
Accrued interest	9,589	25,458
Accrued compensation and related benefits	8,389	10,960
Current portion of content payables	30,481	18,972
Current portion of lease liabilities	9,640	10,072
Other current liabilities	40,217	26,421
Current portion of long-term debt	0	0
Total current liabilities	112,634	106,471
LONG-TERM DEBT, net of current portion, original issue discount and issuance costs	763,200	818,616
CONTENT PAYABLES, net of current portion	12,527	2,865
LONG-TERM LEASE LIABILITIES	26,976	31,228
OTHER LONG-TERM LIABILITIES	35,359	28,320
DEFERRED TAX LIABILITIES, net	13,984	2,473
Total liabilities	964,680	989,973
REDEEMABLE NONCONTROLLING INTERESTS	19,964	17,015
STOCKHOLDERS' EQUITY:
Convertible preferred stock, $.001 par value, 1,000,000 shares authorized; no shares outstanding at September 30, 2022 and December 31, 2021	0	0
Additional paid-in capital	996,954	1,020,636
Accumulated deficit	(730,951)	(766,567)
Total stockholders' equity	266,052	254,120
Total liabilities, redeemable noncontrolling interests and stockholders' equity	1,250,696	1,261,108
Common Stock Class A
STOCKHOLDERS' EQUITY:
Common stock value	10	9
Common Stock Class B
STOCKHOLDERS' EQUITY:
Common stock value	3	3
Common Stock Class C
STOCKHOLDERS' EQUITY:
Common stock value	2	2
Common Stock Class D
STOCKHOLDERS' EQUITY:
Common stock value	$ 34	$ 37

STOCKHOLDERS' EQUITY - Restricted stock grants (Details) - Common Stock Class D - Restricted stock awards [Member]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
STOCKHOLDERS' EQUITY
Shares, Unvested at beginning of year \| shares	76,056
Shares, Grants \| shares	1,357,687
Shares, Vested \| shares	(999,479)
Shares, Forfeited/cancelled/expired \| shares	0
Shares, Unvested at end of year \| shares	434,264
Average Fair Value at Grant Date, Unvested at beginning of year (in dollars per share) \| $ / shares	$ 3.90
Average Fair Value at Grant Date, Grants (in dollars per share) \| $ / shares	4.27
Average Fair Value at Grant Date, Vested (in dollars per share) \| $ / shares	4.25
Average Fair Value at Grant Date, Forfeited/cancelled/expired (in dollars per share) \| $ / shares	0
Average Fair Value at Grant Date, Unvested at end of year (in dollars per share) \| $ / shares	$ 4.27

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Valuation of Broadcasting Licenses (Details) - Radio Broadcasting Licenses [Member] - USD ($) $ in Millions	3 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Impairment of indefinite lived intangible assets	$ 14.5	$ 12.6	$ 27.1
Discount Rate	9.50%	9.50%	9.50%
Year 1 Market Revenue Growth Rate Range	0.50%		0.50%
Minimum
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Year 1 Market Revenue Growth Rate Range		1.40%
Long-term Market Revenue Growth Rate Range (Years 6 - 10)	0.60%	0.70%	0.60%
Mature Market Share Range	6.20%	6.20%	6.20%
Operating Profit Margin Range	28.30%	28.30%	28.30%
Maximum
Schedule of Goodwill, Radio Broadcasting Licenses And Other Intangible Assets [Line Items]
Year 1 Market Revenue Growth Rate Range		1.80%
Long-term Market Revenue Growth Rate Range (Years 6 - 10)	1.00%	1.00%	1.00%
Mature Market Share Range	23.20%	23.20%	23.20%
Operating Profit Margin Range	36.10%	36.10%	36.10%

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measurements on recurring and nonrecurring valuation techniques (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Measurement Input, Discount Rate [Member] \| Employment Agreement Award [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	10.50%	9.50%
Measurement Input, Discount Rate [Member] \| Redeemable Noncontrolling Interest [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	11.50%	11.50%
Measurement Input, Long-term Revenue Growth Rate [Member] \| Employment Agreement Award [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	0.50%	0.50%
Measurement Input, Long-term Revenue Growth Rate [Member] \| Redeemable Noncontrolling Interest [Member]
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair Value Assumptions Measurement Rate	0.40%	0.40%

ACQUISITIONS AND DISPOSITIONS (Asset acquisition pro forma) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
ACQUISITIONS AND DISPOSITIONS
Net revenue	$ 124,278	$ 116,018	$ 364,653	$ 323,592
Operating income	18,994	34,639	80,118	97,169
Net income	$ 4,585	$ 14,571	$ 38,022	$ 34,154

ACQUISITIONS AND DISPOSITIONS - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Aug. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Apr. 20, 2021
Asset Acquisition [Line Items]
Net Revenue		$ 121,403,000	$ 111,463,000	$ 352,562,000	$ 310,496,000
Operating income (loss)		18,974,000	$ 34,475,000	79,347,000	$ 96,152,000
Indiana Radio Cluster Asset Acquisition [Member]
Asset Acquisition [Line Items]
Asset acquisition transaction price	$ 25,000,000
Radio broadcasting licenses	23,600,000
Intangible asset	87,000
Right of use assets	1,200,000
Goodwill, asset acquisition	437,000
Operating lease liabilities	1,200,000
Net Revenue		1,300,000		1,300,000
Operating income (loss)		328,000		$ 328,000
Indiana Radio Cluster Asset Acquisition [Member] \| WHHH radio broadcasting license and intellectual property related to WNOW \| Disposal group, disposed of by sale, not discontinued operations
Asset Acquisition [Line Items]
Net loss recognized related to disposal transaction		$ (120,000)
Indiana Radio Cluster Asset Acquisition [Member] \| Towers and antennas
Asset Acquisition [Line Items]
Property, plant and equipment	162,000
Indiana Radio Cluster Asset Acquisition [Member] \| Transmitters
Asset Acquisition [Line Items]
Property, plant and equipment	326,000
Indiana Radio Cluster Asset Acquisition [Member] \| Studios
Asset Acquisition [Line Items]
Property, plant and equipment	208,000
Indiana Radio Cluster Asset Acquisition [Member] \| Vehicles
Asset Acquisition [Line Items]
Property, plant and equipment	111,000
Indiana Radio Cluster Asset Acquisition [Member] \| Furniture, fixtures, computer equipment and computer software
Asset Acquisition [Line Items]
Property, plant and equipment	$ 27,000
Audacy and Gateway
Asset Acquisition [Line Items]
Net gain from transaction						$ 404,000
Radio broadcasting licenses							$ 21,100,000
Right of use assets							1,700,000
Advertising credit liability							1,900,000
Operating lease liabilities							921,000
Unfavorable lease liability							812,000
Audacy and Gateway \| Land and land improvements
Asset Acquisition [Line Items]
Property, plant and equipment							1,800,000
Audacy and Gateway \| Towers and antennas
Asset Acquisition [Line Items]
Property, plant and equipment							2,000,000.0
Audacy and Gateway \| Buildings
Asset Acquisition [Line Items]
Property, plant and equipment							517,000
Audacy and Gateway \| Transmitters
Asset Acquisition [Line Items]
Property, plant and equipment							1,000,000.0
Audacy and Gateway \| Studios
Asset Acquisition [Line Items]
Property, plant and equipment							712,000
Audacy and Gateway \| Vehicles
Asset Acquisition [Line Items]
Property, plant and equipment							53,000
Audacy and Gateway \| Furniture and fixtures
Asset Acquisition [Line Items]
Property, plant and equipment							200,000
Audacy and Gateway \| Computer equipment
Asset Acquisition [Line Items]
Property, plant and equipment							67,000
Audacy and Gateway \| Other equipment
Asset Acquisition [Line Items]
Property, plant and equipment							$ 19,000

LONG-TERM DEBT - PPP Loan (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
	Jun. 01, 2021	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Proceeds from PPP Loan				$ 0	$ 7,505
PPP loan
Debt Instrument [Line Items]
Proceeds from PPP Loan	$ 7,500
Fixed interest rate per year	1.00%
Other Income		$ 7,600	$ 7,600

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Liabilities subject to fair value measurement:
Employment agreement award	$ 27,300	$ 28,200
Total	27,297	28,193
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests	19,964	17,015
Fair Value, Inputs, Level 3 [Member]
Liabilities subject to fair value measurement:
Total	27,297	28,193
Mezzanine equity subject to fair value measurement:
Redeemable noncontrolling interests	$ 19,964	$ 17,015

GOODWILL, RADIO BROADCASTING LICENSES AND OTHER INTANGIBLE ASSETS - Goodwill Valuation Results (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
GOODWILL AND RADIO BROADCASTING LICENSES
Gross goodwill	$ 378,079
Additions	437
Impairments	(4,325)
Accumulated impairment losses	(154,207)
Audacy asset exchange	(470)
Net goodwill	219,514	$ 223,402
Radio Broadcasting Segment [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Gross goodwill	155,000
Additions	437
Impairments	(4,325)
Accumulated impairment losses	(117,748)
Audacy asset exchange	(470)
Net goodwill	32,894
Reach Media Segment [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Gross goodwill	30,468
Additions	0
Impairments	0
Accumulated impairment losses	(16,114)
Net goodwill	14,354
Digital Segment [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Gross goodwill	27,567
Additions	0
Impairments	0
Accumulated impairment losses	(20,345)
Net goodwill	7,222
Cable Television Segment [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Gross goodwill	165,044
Additions	0
Impairments	0
Accumulated impairment losses	0
Net goodwill	$ 165,044

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Maturities of lease (Details) $ in Thousands	Sep. 30, 2022 USD ($)
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
For the remaining three months ending December 31, 2022	$ 3,405
2023	12,293
2024	11,226
2025	6,499
2026	4,195
Thereafter	9,888
Total future lease payments	47,506
Imputed interest	10,890
Total	$ 36,616

SUBSEQUENT EVENTS (Narrative) (Details) - USD ($)	1 Months Ended	3 Months Ended			9 Months Ended
SUBSEQUENT EVENTS (Narrative) (Details) - USD ($)	Nov. 04, 2022	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Subsequent Event [Line Items]
Stock Repurchased During Period, Value					$ 26,486,000	$ 944,000
2028 Notes Offering
Subsequent Event [Line Items]
Debt Instrument, Repurchase Amount		$ 25,000,000.0	$ 25,000,000.0		$ 25,000,000.0
Debt Instrument, Redemption Price, Percentage		91.10%	91.00%
Common Class D [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares		100,803		6,715	4,766,392	6,715
Stock Repurchased During Period, Value		$ 439,000		$ 39,000	$ 25,000,000.0	$ 39,000
Repurchase Of Common Stock Price Per Share		$ 4.35		$ 5.80	$ 5.25	$ 5.80
Subsequent events \| 2028 Notes Offering
Subsequent Event [Line Items]
Debt Instrument, Repurchase Amount	$ 18,300,000
Debt Instrument, Redemption Price, Percentage	85.70%
Subsequent events \| Common Class D [Member]
Subsequent Event [Line Items]
Stock Repurchased During Period, Shares	13,577
Stock Repurchased During Period, Value	$ 57,000
Repurchase Of Common Stock Price Per Share	$ 4.23
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 443,000

LONG-TERM DEBT - Schedule of long-term debt (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Aug. 01, 2021	Jan. 15, 2021	Nov. 09, 2020	Oct. 31, 2020	Dec. 31, 2018	Apr. 18, 2017	Oct. 15, 2015	Apr. 17, 2015
LONG-TERM DEBT
Total debt	$ 775,000	$ 832,505
Less: current portion of long-term debt	0	0
Less: original issue discount and issuance costs	11,800	13,889
Long-term debt, net	763,200	818,616
2018 Credit Facility
LONG-TERM DEBT
Interest rate							9.25%
2017 Credit Facility
LONG-TERM DEBT
Interest rate								7.375%
7.375% Senior Secured Notes due February 2028
LONG-TERM DEBT
Total debt	$ 775,000	825,000
Interest rate	7.375%
PPP loan
LONG-TERM DEBT
Total debt	$ 0	$ 7,505
MGM National Harbor Loan
LONG-TERM DEBT
Interest rate	7.00%
8.75% Senior Secured Notes due December 2022
LONG-TERM DEBT
Interest rate	8.75%			8.75%	8.75%	8.75%
7.375% Senior Secured Notes due April 2022
LONG-TERM DEBT
Interest rate	7.375%		7.375%		7.375%	7.375%			7.375%	7.375%

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair value measured on recurring basis (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2022 USD ($)
Employment Agreement Award [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 28,193
Distribution	(3,092)
Change in fair value	2,196
Balance, end of period	27,297
The amount of total (losses)/income for the period included in earnings attributable to the change in unrealized losses/income relating to assets and liabilities still held at the reporting date	(2,196)
Redeemable Noncontrolling Interest [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	17,015
Net income attributable to redeemable noncontrolling interests	1,831
Dividends paid to noncontrolling interests	(1,599)
Change in fair value	2,717
Balance, end of period	$ 19,964

COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)	Sep. 30, 2022	Feb. 19, 2021	Nov. 13, 2019	Feb. 24, 2015
Standby Letters of Credit
COMMITMENTS AND CONTINGENCIES
Letter of credit facility, maximum capacity	$ 5,000,000
Fair Value Disclosure, Off-balance Sheet Risks, Face Amount, Liability	871,000
ABL Facility
COMMITMENTS AND CONTINGENCIES
Letter of credit facility, maximum capacity	5,000,000	$ 5,000,000	$ 7,500,000	$ 1,200,000
Security Agreement [Member]
COMMITMENTS AND CONTINGENCIES
Letter of credit facility, maximum capacity	$ 1,200,000

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2022	Oct. 28, 2022
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Entity File Number	0-25969
Entity Registrant Name	URBAN ONE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-1166660
Entity Address, Address Line One	1010 Wayne Avenue
Entity Address, Address Line Two	14th Floor
Entity Address, City or Town	Silver Spring
Entity Address, State or Province	MD
City Area Code	301
Local Phone Number	429-3200
Entity Address, Postal Zip Code	20910
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Amendment Flag	false
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001041657
Current Fiscal Year End Date	--12-31
Common Stock Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		9,854,682
Title of 12(b) Security	Class A Common Stock
Trading Symbol	UONE
Security Exchange Name	NASDAQ
Common Stock Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,861,843
Common Stock Class C
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		2,045,016
Common Stock Class D
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		33,618,227
Title of 12(b) Security	Class D Common Stock
Trading Symbol	UONEK
Security Exchange Name	NASDAQ

GOODWILL AND RADIO BROADCASTING LICENSES - Additional Information (Details)	3 Months Ended				6 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2022 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($) segment	Dec. 31, 2021 USD ($)	Dec. 31, 2019 USD ($)
GOODWILL AND RADIO BROADCASTING LICENSES
Number of reportable segments \| segment						4
Goodwill, impairment loss						$ 4,325,000
Radio Broadcasting Licenses [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Impairment charge, indefinite lived intangible asset	$ 14,500,000				$ 12,600,000	$ 27,100,000
Radio Broadcasting Licenses [Member] \| INDIANA
GOODWILL AND RADIO BROADCASTING LICENSES
Impairment charge, indefinite lived intangible asset		$ 1,900,000
Radio Broadcasting Licenses [Member] \| Atlanta Dallas Houston And Raleigh Market Radio Broadcasting Licenses [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Fair value adjustment understated (overstated)			$ 2,300,000	$ (2,800,000)			$ (2,100,000)	$ (1,100,000)
Impairment charge, indefinite lived intangible asset		10,700,000
Radio Broadcasting Licenses [Member] \| Atlanta Dallas Houston And Raleigh Market Radio Broadcasting Licenses [Member] \| Revision of Prior Period, Adjustment [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Impairment charge, indefinite lived intangible asset		3,700,000
Radio Market Reporting Units [Member]
GOODWILL AND RADIO BROADCASTING LICENSES
Goodwill, impairment loss	$ 0	$ 4,300,000

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - shares	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Shares exercised	60,240	219,756
Common Stock Class A
Shares issued		3,779,391
Common Stock Class D
Shares repurchased	4,684,419	519,347

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Allowance for doubtful accounts receivable (in dollars)	$ 7,925	$ 8,743
Convertible Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Convertible Preferred stock, shares authorized	1,000,000	1,000,000
Convertible Preferred stock, shares outstanding	0	0
Common Stock Class A
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	30,000,000	30,000,000
Common stock, shares issued	9,854,682	9,104,916
Common stock, shares outstanding	9,854,682	9,104,916
Common Stock Class B
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	2,861,843	2,861,843
Common stock, shares outstanding	2,861,843	2,861,843
Common Stock Class C
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	2,045,016	2,045,016
Common stock, shares outstanding	2,045,016	2,045,016
Common Stock Class D
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	33,631,804	37,324,737
Common stock, shares outstanding	33,631,804	37,324,737

ACQUISITIONS AND DISPOSITIONS (Details) $ in Millions	Apr. 20, 2021 USD ($)	Jun. 13, 2022 USD ($)	Nov. 06, 2020 item
ACQUISITIONS AND DISPOSITIONS
ASSETS HELD FOR SALE		$ 3.2
WFUN FM
ACQUISITIONS AND DISPOSITIONS
Assets, held for sale, tangible and intangible disposed	$ 8.0
Proceeds from assets sold	$ 8.0
Number of radio stations transferred \| item			3