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Operator: Welcome to Urban One’s First Quarter Conference Call. During this conference call, Urban One will be sharing with you certain projections or other forward-looking statements regarding future events or its future performance. Urban One cautions you that certain factors, including risks and uncertainties referred to in the 10-K, 10-Q and other reports it periodically files with the Securities and Exchange Commission, could cause the company’s actual results to differ materially from those indicated by its projections or forward-looking statements. This call will present information as of June 10, 2024. Please note that Urban One disclaims any duty to update any forward-looking statements made in this presentation. In this call, Urban One may also discuss some non-GAAP financial measures in talking about its performance.

These measures will be reconciled to GAAP either during the course of this call, or in the company’s press release, which can be found on its website at www.urban1.com. A replay of the conference will be available from 5:30 p.m. Eastern Time, 6/10/2024 until 11:59 p.m. 6/17/2024. Callers may access the replay by calling 866-207-1041. International is 402-970-0847. Callers may dial direct. The replay access code is 1372800. Access to live audio and a replay of the conference call will also be available on Urban One’s corporate website at www.urban1.com. The replay will be made available on the website for seven days after the call. No other recordings or copies of this call are authorized or may be relied upon. I will now turn the call over to Alfred C.

Liggins, Chief Executive Officer of Urban One, who is joined by Peter D. Thompson, Chief Financial Officer.

Alfred Liggins: Thank you very much, operator, and also joining Peter and I, as usual; Jody Drewer, our Chief Financial Officer at TV One and CLEO; Kris Simpson, our General Counsel; and Karen Wishart, who is our EVP of Administration. And thank you. We haven’t done a call in a while because we’ve been going through a long and arduous audit with a new audit firm, but as you have seen from the filings and the press release, we are finally completed with the year-end 2023 audit and also our first quarter 2024 audit results as well. And so we’re officially back in compliance with NASDAQ. And so very happy about that and time to keep our eyes moving forward in terms of filings to come. And you saw from the year-end results, we were right in our range.

The guidance that we’ve been giving all along came in at $128.4 million of year-end adjusted EBITDA. Something that we’ve been asked on a consistent basis, and we haven’t been in a position to do or haven’t been willing to do at that point in time is talk about what we think 2024 is going to look like. But at almost the six-month mark, we want to provide 2024 EBITDA guidance. And we expect, depending on how robust political is to do $110 million to $120 million of EBITDA in the 2024 calendar year. So with that, you can triangulate where you think we’re going to be in terms of leverage ratios, et cetera. The political landscape is yet to play out. We’re hopeful about it, but it’s starting now. For us, the primary season wasn’t as robust as we had like it – would have liked it to be, but we could think that the presidential landscape will be quite robust, and we’re having really good conversations.

So with that, I will turn it over to Peter to get into the specifics of the numbers more than usual because we’re dealing with two reporting periods. So Peter?

Peter Thompson: Thank you, Alfred. Just a couple of clarifications. We’ve got audited results for 2023. Q1 would technically be unaudited. Although it’s been reviewed by EY and signed off. It’s not actually audited until they finish out the annual audit. And then the guidance number that Alfred referred to would be adjusted EBITDA in the $110 million, $120 million range. And with that, consolidated net revenue was down by 9.2% year-over-year for quarter ended December 31, 2023, approximately $120.3 million. Net revenue for the Radio segment was $41.7 million, decrease of 12.4% year-over-year by 23% on a same-station basis. According to Miller Kaplan, our local ad sales were down 6.8% against the market, that was down 7.2%. National ad sales were down 37.2% against the market, down 24.5%.

And political advertising was the largest driver of that decline in Q4, down $6.6 million in the Radio division or 76% year-over-year, which was expected. That was not unexpected. Net revenue for the Reach segment was $10.8 million in the fourth quarter, down 9.7% from the prior year. Adjusted EBITDA was $3.4 million, up 10.6% for the quarter. Net revenues for the digital segment decreased by 12.5% in Q4 to $21.2 million. Direct national sales were down, while local radio, stream and podcast revenue were all up. Adjusted EBITDA was $3.5 million, which was up 82%. We recognized approximately $47.3 million of revenue from our cable television segment during the quarter, a decrease of 4.9%. Cable TV advertising revenue was up 1.9%. An updated rate card reflecting current delivery drove the overall rate down but increased volume along with additional units applied towards ADU helped to mitigate the rate impact.

Cable TV affiliate revenue was down by 13.4% with favorable rate increases offset by net churn. Cable subscribers for TV One, as measured by Nielsen finished Q4 2023 at $42.9 million – sorry, 42.9 million subs compared to 44.0 million at the end of Q3, and CLEO TV had 41.4 million Nielsen subs. Moving on to the Q1 revenues. Consolidated net revenue was down by 5% year-over-year at approximately $104.4 million. Net revenue for the Radio segment was $36.4 million, an increase of 3.3% year-over-year, but a decrease of 7.9% on a same-station basis. According to Miller Kaplan, our local ad sales were down 1.9% against the market that was down 7.9%. And our national ad sales were down 18% against a market that was down 4.3%. Net revenue the Reach segment was $8.5 million first quarter, down 22.4% from the prior year.

Adjusted EBITDA was $1.8 million, down 47.7% for the quarter. Net revenues for the digital segment decreased by 7.3% for Q1 to $14 million. Direct national sales were down, while CTV, local radio, streaming and podcast revenues were all up for the quarter. Adjusted EBITDA was $3 million, down 20.1%. We recognized approximately $46.2 million of revenue from our cable television segment during the quarter, decrease of 6.9%. And cable TV advertising revenue was down 1.8%, an updated rate card reflecting current delivery, drove average unit rates down, but increased volume and increased Urban One sponsorships help mitigate the rate impact. Cable TV affiliate revenue was down by 12.8% with favorable rate increases of $1 million, offset by a negative $4 million of churn.

Cable subscribers for TV One as measured by Nielsen, finished Q1 2024 at $40.7 million compared to $42.9 million at the end of Q4. And CLEO TV had 38.5 million Nielsen subs. Turning to operating expenses for Q4. Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets increased to approximately $105.6 million for the quarter, up 1.6% from the prior year. Radio operating expenses were up 6.5% or $2.1 million. The Houston Radio acquisition, which was effective August 1, 2023, added approximately $3.1 million of expense. So if you normalize for that, expenses were actually down. On a same-station basis, variable expenses relative to revenue such as sales commission, bonus compensation, bad debt and national rep fees were all down.

Reach operating expenses were down by 15.1%, driven by reduced variable expenses tied to revenue such as talent compensation, sales commissions and bonus compensation. Operating expenses in the digital segment were down 17.2%, driven predominantly by variable traffic acquisition and sales expenses tied to lower direct advertising revenue. Cable TV expenses were down 4.5% year-over-year. Content amortization was up by $1.5 million, driven by an increase of $600,000 for 2023 originals, and $1 million for pre-2023 write-offs related to programming tax credits. That was noncash, and that was added back to adjusted EBITDA. This increase was offset by a reduction in promotional media spend of $1.7 million due to the timing of return in series. $900,000 driven by reduced bonuses and $200,000 of reduced travel and expenses in the quarter.

Operating expenses in Corporate and Elimination segment were up approximately $5.9 million, primarily as a result of a higher non-cash expense for the CEO’s TV One award and higher third-party consulting and audit expenses. For adjusted EBITDA, we added back $2.8 million for the non-cash TV One award expense and $2.6 million for nonrecurring professional fees related to the audit. And $1.7 million for prior period balance sheet adjustments, including a write-off for computer hardware losses. For the first quarter, operating expenses, excluding depreciation and amortization, stock-based comp and impairment of long-lived assets increased to approximately $88.3 million, up 11.6% from approximately $79.1 million incurred in the first quarter of 2023.

Radio operating expenses were up 13.1% or $3.5 million. The Houston Radio acquisition added approximately $3.2 million of expense. So the bulk of the expense increase related to the Houston acquisition. Reach operating expenses were down 10.9% driven by decreased affiliate station compensation expense and lower programming talent costs. Operating expenses in the digital segment were down 3.1%, driven predominantly by lower traffic acquisition costs, which related to lower direct revenues. Cable TV expenses were down 1.5% year-over-year. Content amortization expense was down $2.1 million driven by an increase of $800,000 for originals, which was incremental hours, offset by $2.9 million of acquisitions going out of license. $1 million increase in marketing and promotion expense was due to timing of campaigns, and there was a $0.5 million increase in travel to the Urban One Honors event.

Operating expenses in Corporate and Elimination segment, up by approximately $7.3 million, primarily as a result of higher third-party professional fees. We had a $5 million non-recurring professional fee related to the prolonged audit and remediation of controls, which was added back to adjusted EBITDA. Consolidated adjusted EBITDA was $26.4 million for the fourth quarter, down 30.5%. Consolidated broadcast and digital operating income was approximately $38 million a decrease of 19.6%. Consolidated adjusted EBITDA was $21.5 million for the first quarter, down 28.9%. Consolidated broadcast and digital operating income was approximately $32 million, a decrease of 18.5%. Interest income for Q4 increased to $2.5 million compared to $0.5 million in the prior year.

Interest expense decreased to approximately $14.2 million for the fourth quarter down from $14.6 million in the prior year due to the lower overall debt balances. And the company made cash interest payments of approximately $121,000 in the quarter. Interest income increased to $2 million in the first quarter from $300,000 last year. Interest expense decreased to approximately $13 million for Q1, down from $14.1 million last year due to the lower overall debt balances. The company made cash interest payments of approximately $26.8 million in the quarter. And during the quarter, the company repurchased $75 million of its 2028 notes at an average price of 88.3% par. The next semiannual debt service payment is due on August 1. A $5 million impairment charge is recorded in Q4, primarily for our Washington, D.C. radio market and there were no impairments recorded in first quarter 2024.

Provision for income taxes was approximately $2.7 million for the fourth quarter and the company paid cash income taxes in the amount of $337,000. Provision for income taxes was approximately $2.5 million for the first quarter and the company paid cash taxes of approximately $1.6 million. Net loss was approximately $11 million or $0.23 per share compared to a net loss of $1.9 million or $0.04 per share for the fourth quarter of 2022. And for the first quarter, net income was approximately $7.5 million or $0.15 per share compared to a net loss of $2.9 million or $0.06 per share for the first quarter of 2023. During the fourth quarter, the company repurchased approximately 396,000 shares of Class D common stock in the amount of $1.4 million. During the first quarter, the company repurchased approximately 256,000 shares of Class D common stock in the amount of approximately $1.3 million.

And that related to the employee stock pool. Capital expenditures for the quarter were approximately $1.8 million. And as at December 31, 2023, total gross debt was $725 million. Ending unrestricted cash was $233.1 million, resulting in net debt of approximately $491.9 million, which we compared to $128.4 million of LTM, adjusted EBITDA for a total net leverage ratio of 3.83x. Pro forma for the Houston Radio acquisition, total net leverage was 3.74x. As of March 31, 2024, total gross debt was $650 million. Ending unrestricted cash was $155.3 million, resulting in net debt of approximately $494.7 million, which we compared to $119.6 million of LTM. Reported adjusted EBITDA for a total net leverage ratio of 4.14x, and pro forma for the Houston Radio acquisition, total net leverage was 4.08x.

And with that, I shall hand back to Alfred.

Alfred Liggins: And that’s a mouthful. So circling back on other questions that people have been asking. We gave the 2024 adjusted EBITDA guide. Thank you for the correction on the Q1 numbers being reviewed, but not audited, Peter. But full-year 2024 adjusted EBITDA guide of $110 million to $120 million. We are still very focused on continuing to manage the company’s leverage down. We do not have any M&A on the table plan. We’re always looking at things opportunistically. We have been focused on continuing to lower the company’s leverage, and we’ll continue to do that. Whenever we look at M&A opportunities, we like them to be not only accretive but hopefully delevering as well, particularly in the businesses that we’re in, where you can’t count on topline industry level growth.

So any sort of M&A kind of needs to fit into the synergistic category, which should produce accretive miss and deleveraging. So that’s where we’re sitting now in terms of stuff that’s on the table and what our intention is going forward for this year. So we have not come to any concrete decisions on capital allocation at this point in time. But those overarching goals and the thesis that I just laid out for you, guide our decision-making process. So with that, operator, I’d love to open it up for questions from the participants on the call.

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Operator: [Operator Instructions] And I have a question from [Tim Daggett with Schroders]. Please go ahead.

Unidentified Analyst: Hey, guys. Thanks for taking the questions. How should I think about the fixed charges for 2024, specifically CapEx and the taxes. It looks like your cash interest is about $48 million per year now after the pay down? And how much do you expect to spend this year on the CapEx and taxes? Thanks.

Peter Thompson: Yes. CapEx is penciled out at – I mean there are a couple of sort of big real estate projects we’re doing. We normally run sort of $7-ish million on CapEx. I think it could be $9 million or $10 million this year. I think we pencil it out around the $9 million mark. And then cash taxes, we don’t want to be a federal taxpayer for another couple of years. So I think probably – what are we looking at? A couple of million – one second, sorry, cash taxes. We’ve got a pencil out about $3 million this year, so kind of $9 million on CapEx and $3 million on taxes.

Alfred Liggins: And the big CapEx project is our consolidation in Indianapolis, right? I don’t know what you have penciled in for that. But we bought the MS cluster of radio stations in Indianapolis. We had our own operation there. We’ve actually been running two separate facilities for quite some time. We ultimately made a deal with the R, Radio One, Urban One original landlord to expand in that facility. So we moved everybody over to the Emmis facility while we’re building out the expansion in our original facility. So that’s taken. It took us longer to decide where to go and make the right deal. But once we actually get that done in Indianapolis, we’re probably going to save another $1 million a year in operating expense there from what we’re currently paying. So that’s what’s driving the CapEx for this year.

Unidentified Analyst: Okay. Great. So if I add that up, it’s about $60 million of fixed charges on interest, CapEx and taxes. Is there anything else that we should consider in terms of cash outflows at the midpoint of the $115 million of EBITDA less to $60 million, that kind of gets you to $55 million of free cash flow? Is there anything else I need to consider for this year?

Peter Thompson: Yes. The one thing that can swing a bit is cash versus TV One programming. And so for this year, we’ve got additional cash going out in the door that doesn’t get amortized until future periods. So you should probably pencil in $10-ish million for that. That’s the sort of big ticket item that won’t be easy to get out.

Alfred Liggins: Okay. That doesn’t necessarily come to pass, but that’s just the forecast as it is at the moment.

Unidentified Analyst: Sure. Thanks.

Operator: And our next question comes from [Dominic Wave with Stifel]. Please go ahead.

Unidentified Analyst: Hi. Thanks for taking the question. Can you just touch a little bit on kind of like – I know you guys kind of said that national ad was down a little more than the general market in the fourth and first quarter. Can you just describe a little color just on what you’re seeing there? Do you expect that to kind of persist? And then just a follow-up on, I know you guys said like your EBITDA target is dependent on how the political outcomes. Are you guys able to provide some sort of forecast what you’re thinking in political ad might come in at for 2024?

Peter Thompson: Yes. So we budgeted $10 million for political this year, which is low relative to the last couple of even year cycles, but we did incredibly well down in Atlanta, the last two goes around. So $10 million, that’s hopefully conservative. And I think what we are seeing is a fair amount of that is starting to switch to digital. Normally, the bulk almost 80-plus percent of our political is radio. I think we’re starting to see some of that switch towards digital. And so digital could have some – our digital division could have some political upside that’s not necessarily factored in. And then on national, in general, we we’re – we’ve been outperforming on National for quite a while. And that just seems to have reversed and it’s reversed in terms of our corporate sales team, who – we had a bunch of clients who just didn’t come back in the same volume as they had before.

And so we got hurt a bit more than the market did. I think over time, that normalizes. And as we look into Q2, we’re actually doing better on national than we are relative to local. So it’s flip-flopped in Q2. But because we’re not as big as some of the other national radio players, one client that doesn’t recur that maybe a $3 million or $4 million client can really impact that comps. And so you saw some of that going on in our corporate sales activity.

Unidentified Analyst: Okay. Got it. Thank you for the color. And just lastly, if I can just follow up. Are you guys able to write any kind of read-through on how 2Q is coming along? Just any color, maybe not some official guidance, but kind of what you’re seeing?

Peter Thompson: Well, it’s soft with the exception of political. I think we’re continuing to experience churn in cable TV plus some softness in delivery there. So there’s softness in TV. There’s some softness in digital and then offsetting some of that is the political. So that’s kind of the shape of where it’s at.

Alfred Liggins: People have been given radio guidance. Our Q2 right now is trying to do in our radio business. All of that is factored. And so let’s say that Q2 is not going to be a great quarter for us. But all that’s factored into the guidance that we’re giving. Now we’re almost through Q2 now, right? And so we feel pretty good about being able to – the problem – the reason the guide is so wide is quite frankly, there’s a lot of big conversations going on around political, but you just can’t count on it until it actually hits, right? And so the conversations are encouraging. But until those orders are placed start running, we don’t like to get too optimistic. But even with a soft Q2, we feel okay about what we just outlined to you.

Unidentified Analyst: Okay. All right. Got it. That’s it for me. Appreciate answering the questions.

Operator: [Operator Instructions] Next question comes from Hal Steiner with BNP Paribas. Please go ahead.

Hal Steiner: Hey, guys. Thank you for taking my questions. On the back of the discussion on digital, could you just talk a little bit more about what’s been sort of driving the softness in digital? And I guess a little bit to a lesser extent, reach for the last 2Qs. And just what you’re sort of like going to be focusing on or trying to work on this year to sort of reverse some of those trends or improve performance there?

Alfred Liggins: Yes. I mean like I guess we haven’t talked about it as much. But there was a wave of diversity dollars that happened post-George Floyd that benefited minority targeted minority-owned media. You also – prior to that, you didn’t have advertising uncertainty in the marketplace. So a couple of things happened. Interest rates went up. National advertising got soft. You saw it everywhere, right? And you see it at Paramount and Disney, and you saw that the other radio companies. We had the diversity win at our backs that was helping us. And then you started – you have started to see a falloff and diversity started down in dollars, particularly as the concept of E&I becomes more and more understated by certain political fashion.

So you get an economic. And I always talk about a soft economic environment, but nobody really feels like we’re in a recession, but there absolutely was a national ad recession. People felt that across the media sector. Maybe Meta and Google didn’t experience it, but the rest of traditional media did and then you factor in a tail off in diversity dollars. And that’s what you see to contribute into digital and Reach. And so look, we’re working through – this is stuff that all happened kind of last six months, right? I would say six to nine months. We knew going into this year that Q1 was going to be tough, and we’re going to see fall off in dollars. I haven’t quite figured out of the sort of the three drivers. One driver being a shift – a continued shift out of traditional ad distribution systems into digital distribution systems.

And when I say digital distribution systems, you’re really talking about Google and Meta. A lot of news publishers have been struggling. And then the second bucket would be what’s just the general ad recession that’s happening and when does that national ad recession, when does that correct itself and then how much of it is sort of the diversity bucket falling off. I don’t know how to wait sort of blame there yet. And so the strategy of how you turn that around is not fully in place. I would say right now, we’re giving you a view of where we’re going to land this year, but the strategy of how we’re going to take that EBITDA number back to north, I don’t have a solid answer for you right this second. And so I don’t know how much of that is just internal investment in the assets that we already have.

I don’t know if there is any accretive in deleveraging M&A that helps us a lot. I’ve always felt that there needs to be some sort of scale solution for both our TV and our radio business. But again, that’s tricky, right? When you do those kinds of deals, you got to make sure that you’re taking into account any sort of market decline that most people are not very good at predicting so.

Hal Steiner: Got it. That was all very helpful. Thank you for that Alfred. Okay. I mean maybe on just the expense side then. I know sort of in SG&A and sort of on the corporate expense line for SG&A. I know that has been – there’s sort of an elevated investment in there for the last two quarters like that spending has been going up, which I was a little bit surprised about. And I guess I’m just like, do you have any commentary on sort of thoughts to try to reduce any of those expenses going forward?

Peter Thompson: Yes. I kind of called it out. It’s a onetime audit and consultancy fees in corporate SG&A that’s driving it up. We had a super expensive and prolonged audit. I mean there’s $5 million of additional expenses in Q1. And by the way, I should have called that out as a deduct on the cash flow question that I got earlier because we’re adding that back for adjusted EBITDA, but obviously, that’s cash that’s going out. But that’s what’s driving it. And there were some – in Q4, there were some tidy-up entries of about $1.7 million, which I also called out that went back over a period three-plus years that we ran through corporate SG&A in fourth quarter as part of the detailed order cleanup.

Hal Steiner: Okay. Got it. Sorry for not – for missing some of that.

Peter Thompson: No, no, I was – I probably wasn’t clear enough. There was a lot I was going through.

Hal Steiner: Understood. Thank you. And then I guess my only other one is just sort of where sort of the cash balance now like as of today? And I hear you, it sounds like you’re very focused really mostly sort of on kind of continuing to manage leverage down and all of that. I guess one asset that’s been sort of thrown out or recently talked about was sort of Bounce TV and Scripps might be marketing that. And I’m just curious if – do you have any thoughts on that asset?

Alfred Liggins: Yes. We signed the NDA. We’re going to participate in the process. We have not – we don’t have any information yet. It’s a competitor. The best places to look for synergies that create – that provide accretive acquisitions, the stuff that can help you delever are places where you can create great synergies. And so there’s programming synergies, promotion synergies, same target audience sales synergies. I have no idea what I couldn’t even tell you exactly right now what the particulars of the balance numbers are because we’ve been focused on this. And I have no idea what the potential acquisition expectation of cost would be. I think I saw something in a Scripps con call where they kind of called out what they thought it was worth.

And so we’re at the very early stages of that. But just like BET, which made sense, we absolutely will be now at the table looking at it because it makes sense, but everything is relative as to price, right? And a lot of things happen. If somebody is willing to pay more than you’re willing to pay because it works for them for some other reasons or in the case of BET, it didn’t – they didn’t achieve their price expectations, so they decided not to sell.

Peter Thompson: And then on the cash on hand today, $162.9 million. So up a little bit quarter end?

Hal Steiner: Great. Thank you guys so much for taking my questions.

Operator: And we have no further questions at this time.

Alfred Liggins: Thank you, operator, and we look forward to talking to you all next quarter, and thank you for your patience and us getting these statements caught up today. Talk to you next quarter. Thank you.

Operator: That does conclude our conference for today. Thank you for your participation. You may now disconnect.