Urban One, Inc.

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Ladies and gentlemen, thank you for standing by and welcome to Urban One's first half 2023 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-Ks, 10-Qs, 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 December 7, 2023. Please note that Urban One disclaims any duty to update any forward-looking statements made in the presentation. In this call, Urban One may also discuss some non-GAAP financial measures and 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.urbanone.com. A replay of the conference call will be available from 12 o'clock noon today, running through midnight at December 14th. Callers may access the replay by dialing 1-866-207- 1041. International dialers may call 402-970-0847. The replay access code is 371-8185. Access to live audio and a replay of the conference call will also be available on Urban One's corporate website at www.urbanone.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'll 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.

Thank you very much, Operator, and welcome everyone to our first half conference call for 2023. With me also, in addition to Peter D. Thompson, is Chris Simpson, who is our General Counsel. and Jody Drewer, who is our chief financial officer at TV1. We really start earnings, got the Q1 and Q2 commentary. Radio in the first half of the year was decent and is showing softness in the second half of the year. The cable television business struggled in the first half of the year due to ratings in turn and in ADU, Q1 in particular. However, that has actually stabilized going into the back half of the year, so they've flip-flopped. Our digital business is actually moving along as planned in a surprising way. you know, to the upside in Q4. And with all of that, you know, we are comfortable continuing to reaffirm our full year EBITDA guidance of the range of $125 to $128 million of EBITDA. This is, you know, also the first call we've had with our investment in MGM being fully monetized, and it's showing in our cash balance and we have been to one large investor conference and gotten a lot of questions about what are our plans for our cash now that our Richmond referendum for the casino investment failed to pass for a second time. And so we're thinking through all of those things now. And certainly debt pay down is something that is a top consideration. And so we're going to be happy to talk more about that in Q&A if anybody wants to get a bit more granular on it. With that, I want to turn it over to Peter so he can go into the specifics of the numbers. And then we'll open it up to Q&A.

Thank you, Alfred. So for the first six months, consolidated net revenue was up 3.8% year over year. The Indianapolis radio acquisition added approximately $7.6 million, and the Reach Cruise event generated $10.1 million in the second quarter, but was absent from 2022. So normalizing for those two items, net revenue was down 3.9%, or down 3.2% excluding political advertising. Net revenue for the radio segment increased 8.3% year over year, but decreased 1.3% on a same station basis, excluding political net revenues increased by 1% on the same station basis. According to Miller Kaplan, and on the same station basis, our local ad sales were down 4.6%, against a market that was down 2.7%. National ad sales were down 2.4% against a market that was down 7.7%. The radio spot markets were down 1.6% in Q1 and down 6.8% in Q2. Spot markets were down 7.5% in Q3. And we finished Q3 down 0.6% overall. down 14.4% on the same station basis, and down 12% on the same station basis excluding political. For Q4, we're currently pacing down 11.6% all in, down 21.2% same station, and down 10.1% same station ex-political. With national down 26%, local down 2.1%. So we definitely experienced some softening in market revenues for the second half of the year, although Q4 local has improved sequentially over Q3. Net revenue for Reach Media was $31 million for the first half of the year, and that included the $10.1 million for the Tom Joyner Fantastic Voyage cruise event, and that compared to $21.1 million last year. And just at EBITDA was $8.1 million, including $1.75 million from the cruise, and was down from $8.6 million last year. Advertising revenue was down for the first half of the year, and affiliate station compensation expense was up. Net revenue for the cable television segment was $102.1 million for the first half of the year, a decrease of 6.8%. Cable TV advertising revenue was down 5.8%, or $3.5 million, with an unfavorable rate volume impact of $2 million, and an additional $1.3 million of ADU deficiency. P2554 prime delivery was down 31% in Q1 and down 21% in Q2. Cable TV affiliate revenue was down by 7.8% or $3.9 million, with favorable rate increases of $2.2 million, more than offset by $5.3 million of net churn, and $800,000 of increased launch support. Net revenue for our digital segment increased by 1.8% for the first half of the year, which includes $1 million of revenue from the Indianapolis acquisition. Direct sales from our national New York office were down as advertisers pulled back somewhat on marketing budgets due to recession concerns, and fewer advertisers committed to Black History Month and the Juneteenth efforts compared to a year ago. Streaming revenue from our radio station inventory was up. However, increased traffic acquisition costs, sales and marketing expenses offset those revenue increases, and adjusted EBITDA was $9.9 million for the first half compared to $12.3 million for the same period last year. For the six-month period end of June 2023, consolidated adjusted EBITDA was $67.8 million, down $21.7 million, or down 24.3% from last year. $4.1 million of the decrease is from the sale of MGM. The Indianapolis acquisition added about $1.8 million, but radio and reach segments were down by $1.1 million combined. Digital segment was down by $2.4 million, and cable TV was down $13.8 million due to the advertising revenue decrease, subscriber churn, and some increased content amortization costs. Cable subscribers for TV1, as measured by Nielsen, finished Q2 23 at $45.1 million compared to $46.5 million at the end of 2022, Clio TV had 42.5 million Nielsen subs. Operating expenses excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets increased to approximately $172.8 million for the six months period ended June 30th. Up 16.2% for approximately $148.7 million incurred for the comparable period in 2022. There was an increase of approximately $8.3 million related to Reach's cruise event, $1.2 million in other radio event expenses, $4.6 million in cable TV content amortization, $5 million in employee compensation expenses, $3.8 million in contract labor, talent costs, and consultant fees, $2.7 million in corporate professional fees, $2.2 million in variable expenses, and $1 million in travel, entertainment, marketing, and office expenses. These increases were partially offset by a decrease of approximately $3.3 million in the Employment Agreement Award expense and also a decrease of $1.6 million for corporate business development costs. Approximately $5.9 million of those increased expenses related to the Indianapolis radio acquisition. and that's included in the totals that I just mentioned above. Radio operating expenses were up by $6.4 million, with the Indianapolis cluster adding about $5.4 million of that increase. Atlanta's birthday bash event added about $1 million of expense. Reach operating expenses were up $10.4 million, with $8.3 million of that from the cruise, $1.2 million of additional affiliate station compensation, and $750,000 in additional talent compensation. Operating expenses in the digital segment were up by $3 million, driven predominantly by variable expenses related to traffic acquisition and audience extension, which were up by $1.3 million, and also ad production and marketing, which was up by $1.6 million. Cable TV expense was up by $6.4 million with the content amortization, the largest part of that up by $4.6 million. Operating expenses in the corporate and elimination segment were down by $2.2 million, including a favorable variance of $3.3 million for the non-cash TV1 employment award charge, and $1.6 million for reduced corporate business development, which was offset by increases in professional fees and some employee compensation. Impairment of goodwill, intangible, and long-lived assets was $38.9 million for the first half of the year. $16.8 million of that was associated with the sale of KROIFM, the radio broadcasting license in Houston, and non-cash impairment charges of $22.1 million were recorded for radio broadcasting licenses, primarily in the Philadelphia market. On April 21, 2023, Radio 1 Entertainment Holdings closed on the sale of 100% of the MGM National Harbor interest. The company received approximately $136.8 million at the time of the settlement of the put interest, representing the put price. Other income net was $96.5 million for the first half, primarily as a result of the gain on that sale. The company repurchased $25 million of its 2028 notes, an average price of approximately 89.1% of par in the first quarter, resulting in a net gain on retirement of debt of approximately $2.4 million. Total gross debt balance is now $725 million, down from $825 million at the start of 2022. Interest expense decreased to approximately $28 million for the fourth quarter, down 11.8% from last year due to the debt paydowns. The provision for income taxes was approximately $22 million for the first half, and the company paid cash income taxes in the amount of $1.3 million. Net income was approximately $67.4 million, or $1.42 per share, compared to $32.8 million, or $0.64 per share for the first half. prior year. Capital expenditure was approximately $4.1 million in the first half. The company repurchased 274,901 shares of Class D common stock in the amount of $1.4 million. As of June 30, 2023, gross debt was $725 million, ending unrestricted cash was $230.7 million. resulting in net debt of approximately $494.3 million compared to $143.5 million of LTM reported adjusted EBITDA. Pro forma for the MGM sale, LTM adjusted EBITDA was $139.1 million. giving a total net leverage ratio of 3.55 times at the end of the period. And with that, I'll hand back to Alfred.

Thank you, Peter. Operator, did you open up for questions?

Certainly. Thank you. Ladies and gentlemen, if you do wish to ask a question, please press 1 and then 0 on your telephone keypad. You can withdraw your question at any time by repeating the 1-0 command. And if using a speakerphone, please pick up the handset before pressing those numbers. Again, if you have a question, please press 1-0 at this time. And one moment here. We'll go to Brad Kern with Fort Baker. Please go ahead.

Hi. Thanks for the call and for taking my question. First one I had was how do you think about the IRR on open market debt purchases versus other use of cash proceeds? Do you think that the Sort of a 12%-ish IRR is a high enough return to justify cash deployment there. And, you know, when you think about your cost of capital, how do you think about the way that you would deploy that cash when you think about returns?

Yeah, can I – well, the other – Historically, we have looked at just sort of what that yield to worst is, and that's where you're seeing that 12%. But in today's environment, the fact of the matter is we're earning about 5% on our cash right now. So it's the delta between that 5% and that 12%. So it's not quite the double-digit return. But a couple things. First of all, finding places to put money to work at a 20% IRR, it's hard, right? We've done two radio acquisitions in the last year, and we like to pencil out our cash investments in the 20s, and we feel good about that, particularly the Houston one in particular was really strong. However, and we think that our casino investment would have been something in the 20s, albeit that would have been a long return of capital process. We wouldn't have been seeing cash coming through the door off the bat like you do from a radio acquisition. So that's kind of how we look at it, but irrespective of that, we want to get our debt down, right? You know, I think that we're not, you know, we're probably looking at, you know, we've historically done our open market purchases in like kind of blocks of 25 million authorizations, right? You know, and kind of weighted, you know, into it. You know, I suspect that we'll probably do, you know, take a similar approach, you know, but, you know, we're going to pick a, a quantum that we'd like to pay down and go after it and continue to look for other opportunities to earn 20% plus on our money. But I've talked to a lot of people out there that are investors, professional investors, finding those opportunities in today's environment, it's tough. But we keep looking.

Yeah, that makes sense. I appreciate that perspective. I mean, how committed, as you look around for those types of 20% plus return or whatever, opportunities, how committed are you to the media business, to radio and TV versus other diversifying ventures? I mean, what are you considering?

Yeah, I mean, look, we were in the radio business only, right? And then we got into the syndicated business when we bought Reach Media. Then we created TV One and got into the cable television business. Then we created Urban One, excuse me, Interactive One, and we got into the digital business. And we're a publisher for the most part, right? We're not like the other radio companies where – the bulk of our business is podcasting or streaming. And then we got into the gaming business. And so we generally like to look for businesses that are tangential to the assets that we have, meaning that the assets that we have have the ability to make us be more successful or can help us enter those businesses or actually be successful in those businesses than we might otherwise be. And it's worked out, right? We got into the gaming business with MGM because we were a media company based in Washington, D.C., and they were building a resort casino here. So that's kind of the stuff. you know, that we look at. So we're open to looking at other businesses. But, you know, we like to have a competitive, you know, advantage in some, you know, in some skill set. You know, I generally do not want to, you know, I wouldn't want to do anything where we're just out of our depth of knowledge, right? You know, to me that's, you know, high degree of execution risk, you're gambling, et cetera. You know, and so that's, you know, that's kind of how we look at it. But they could be some consumer-based businesses. I mean, if there was a, you know, if you had an online, you know, digital, you know, urban apparel retailer opportunity, right, that's something it's, And I'm just talking off the top of my head now. That's something where our marketing platform could be helpful, even though we're not in that business. We're not looking at any business like that, but that's an example of something that's not in our core business where we would probably take a long, hard look at. But I can also tell you, though, as it relates to our core businesses, we have to figure out what we're doing strategically in an ever-changing environment, right? How do we get some advantages, some scale advantages, some programming content advantages in our TV business? The radio acquisitions that we've made were very synergistic because we're consolidating in markets. So I think you've got to continue to look at how do you – How do you fortify those businesses as the ecosystem continues to change? Because we're going to be in those businesses, right? And so we've got to figure out how to flourish. But we try to be really careful about what we do. I would say that our number one priority is technology. to be in a defensive posture from the standpoint of making sure we continue to deliver. And if we can get an opportunity where we think we can earn a 20% return pretty competently, then we'll take a hard run at it. The casino investment, even though it didn't pay back for a while, we're pretty confident that if we spent $560 million building it, that it would return $100 million of EBITDA, and we would get that kind of return based on what we knew about the central Virginia market. Got it.

And so you just touched on this, but you've mentioned in the past that you're looking for efficient uses. opportunities to achieve more efficiency on the linear television business given the challenges there with sort of melting subs. So how are you thinking about that?

I don't have the answer yet. We were one of the four or five parties that were interested in the BET Media Group when it was being shopped in a process You know, we made an offer. Our offer was not at the level that, you know, Paramount, you know, wanted to transact that. And I don't, you know, evidently nobody made an offer, you know, at that level. That's the reason, you know, they stopped the process. You know, but there would have been a great deal of synergy there, right? from a programming cost standpoint, advertising sales standpoint, you know. And so we looked at that, you know. Quite frankly, we also then kind of just pivoted our attention, you know, to this Richmond referendum. And, yeah, that election was November 7th, and now, you know, it failed, so we're now coming up for water. I mean, excuse me, coming up for air. We're in the middle of doing our budgets for next year, you know. We didn't have a bunch of M&A idea projects just sitting on the sideline that we were considering simultaneously as we were doing the referendum effort. And so now we're getting our budgets done, paying down some debt, and then figure out what the opportunities are. So there's nothing on deck this moment.

Makes sense. Maybe just a higher level question. You have four different classes of sharers. I think that when you're looking at the overall capitalization of the business and declining multiples in their core businesses, the enterprise value multiple, and it's tough to even see what those are in the space right now given all of the stress across some of your peers. You guys are in a pretty nice position relative to them, but How do you think about that? I mean, is there value in having that sort of controlling voting shares? Or do you think that you could potentially achieve a higher valuation were you just to collapse those to just one share class and simplify that? Like, is that a remnant of maybe a prior outlook on the world? Or is that something that you view as important going forward to have that sort of, you know, four different share classes with different voting.

Yeah. Yeah. Um, so look, I, um, uh, you say, does it have value? Um, the answer is yes, it does have value, particularly in this environment. You know, we're a certified minority certified, uh, African-American controlled company. At times, we've been African-American owned, which is also a different designation because identifiable African-American ownership has been over 50%. The family controls about, you know, owns about 50% of the economics of the company. But we've benefited greatly from the minority certification, you know. being out there, and we've been certified for a long time. So I do think that there's absolutely value there. There are lots of companies that want to do business with minority-owned companies and minority-controlled companies for their diversity efforts. But here's what I can also tell you. If we flattened the share structure and had one class of shares, I've got zero confidence that investors are going to pile into our stock and give us any sort of multiple uplifts. It's just not going to happen, right? I'm not seeing it in any companies across the sectors that we're in, whether it's radio companies or whether it's cable network companies. I don't think the mid-single-digit multiples of radio and cable television programmers has anything to do with you have their share structures, right? It has everything to do with people's view on those industries.

Okay, that's interesting. I mean, I just think from a defensive stance, while the equity multiple may not be explosively higher on that alone, I mean, there's been a lot of research on discounts for controlled businesses, and when you're – a levered business that people are looking at LTV, I would think you'd want to do anything you can to create as much cushion as possible.

We create cushion by paying down our debt or issuing equity, and we've never had any problem issuing equity. We don't have them in place now, but in the past we've had our ATM programs into place. and in place. And I forgot, was it 20 or 21? It was, I forgot, you know, it was one year. No, it was 21. Fairly active, you know, issuing, I think we, we show almost $50 million worth of equity. Yeah. You know, when our stock got some significant lift from being a African-American focused and controlled company because of the whole sort of meme from, there was a moment in time wherein, you know, our stocks, companies like ours were running, we took advantage of it. And so if we need more equity capital, we're willing to issue shares to give ourselves more cushion.

Okay. So then the financial question, for 2024, do you have expectations yet for what the contribution of political advertising might be and your ex-political EBITDA kind of range for looking a year ahead?

Yeah, we're going through it right now. We're in the middle of our budgets. It won't be as robust as 22 because we had the Georgia Senate runoffs there, and we got a lot of money for that. But, you know, we think political for our radio business would give us probably some sort of double-digit, you know, millions of, let's call it, you know, $10 million of revenue. Again, that's the early start on our budget, you know. And it was kind of like 18, you know, in 22. But we got... literally $6 million in Atlanta alone, you know, in 22 largely due to the Senate races.

That was in 20. 18 and 20 of which six was in Atlanta, and then we did 13 and 22. 13 and 22. Thank you for clarifying. Which four and a half was in Atlanta. So still one half was in Atlanta, but six in the previous cycle in Atlanta.

Yeah.

Great. Okay. Thanks for taking my questions. Appreciate it. Yep. Appreciate it. All right.

And next we can go to Matt Swope with Baird. Please go ahead.

Good morning, Alfred and Peter. Maybe just to continue on some of the same themes. Alfred, where would you like your leverage to be? You've given us some numbers in the past, but where are you comfortable where you think you're sort of out of harm's way regardless of what the economy does?

I don't know, because harm's way keeps changing, right? I would say that, you know, I like our leverage with a three handle on it. I think we're probably going to finish the year at, you know, call it 3.8, something like that. And I'd like us to march, you know, get down into the low threes. Yeah, so... But I don't, you know, I've got no interest in levering up the company, you know, to take a swing at, you know, something that I think is a good. There was a time when you could lever up these companies and make the assumption that your leverage is going to come down really quickly and, you know, and therefore you can take some execution risk on something. You know, but that's when you're dealing with businesses that you know, that are growing, you know, on a consistent basis, meaning that the macro economic profile of these businesses, the market, you know, is growing. And that used to be the radio business, and that used to be the TV business, and you could count on that. You know, those aren't those businesses. These aren't those businesses any longer. So, you know, we're of a mindset that we wouldn't do that. So that's the reason I kind of started off the conversation you know, today talking about, you know, we are looking at, you know, debt pay downs.

No, I appreciate that. And you guys have definitely done about as good a job as anybody in the industry at that.

I appreciate it. I mean, look, we got a lot to lose. The family has a lot to lose, you know, um, uh, if you, if you have a misstep, right. You know, and, um, uh, and we're 40 plus years old and, uh, And so, you know, sometimes the equity holders aren't aligned with the debt holders, but, you know, we are aligned with the debt holders, you know, in this instance, because it's really about, you know, being safe and preserving your viability, right?

Sure. No, that makes sense. And as you think, Peter, about the buyback part of this, I guess a couple questions that with all the cash i guess could one would be could you give us a cash update as of where it is today but then two would be what's the minimum cash you need on the balance sheet at times it's been like five or ten million dollars right do you need to have more cash in the balance sheet than that um look we were talking about that uh a week or so ago i think probably

50 is a decent number. Could it be lower than that? Yeah. We've got some lumpy payments, you know, from a coupon standpoint. Obviously, that goes down if we buy back debt, but obviously the semi-annual coupon is chunky. And then some of the TV1 programming deals can be somewhat chunky. Probably a range is 30 to 50 in terms of what we really need on the balance sheets. Obviously, we've got a lot more than that. Cash on hand today, I think it's $227.5 million approximately. And that is obviously after we've made the Houston acquisition, which was $27.5 million. So that's where we're at on that. Go ahead.

I was going to say, as you think about the bond buyback possibilities, given that kind of that you could do something like 150 or 175, even just going off the numbers you just said. Does it make any sense just to do a broader tender for a much bigger number? Are you restricted at all by the fact that you haven't put your 3Q out yet? Do you have to get some figures out before you can do some of this?

Yeah, look, if we were doing open market repurchases, I think we would need to do it after Q3 unless we transacted with someone who signed, you know, a big boiler. So we were protected in that sense. So there may be an opportunity to go and find a block and sign up with a, you know, sign up with a big boiler and do some sooner than later. Framing that, we'll file Q3 before the end of the year, and then we'll put a plan in place. I think as Alfred was saying, our historic MO has been to authorize blocks of $25 million and have B of A go out in the market and find us blocks. So I think we probably take that path. To your point, if we were going to do $150 million, then I think we would probably look at a tender. I don't think we're going to go that. I don't think we're going to go that route. Not decided yet, but I think Alfred's direction is saying blocks of up to 25 and see where we're at.

Gotcha. That's certainly helpful. And then, Alfred, is the casino idea dead at this point? I know at times you looked at places other than Richmond. Would you look at something else again?

Yeah, absolutely. I mean, it's a great business. We made a lot of money on our MGM investment. We made like four and a half times our investment. There's risk, right? You can overbuild. Interest rates are higher now. So that was going to put pressure on the returns. And it's a political process, right? And we think that when gaming, in fact, getting gaming licenses is a political process, and we think we have some advantages there. I mean, I think we're really the only sort of African-American-owned organization that's really focused on investing in this industry that I know of, you know, on a, you know, on a significant level. So, yeah, we would absolutely look at other, you know, stuff. I don't know what's going to happen. You know, that fifth license is going to go somewhere in Virginia. We haven't gotten focused yet to see if there's any way that, you know, we can participate on any level. I don't know which city it would go to and, you know, who the players, you know, would be. There's potentially iGaming that's going to come to the state of Maryland. You know, it's public knowledge, you know, that legislators there are looking to try to move a bill out of the General Assembly this session. And that's very different than sports betting, you know, because sports betting is not profitable, but iGaming has no idea how they're planning to administer the iGaming structure and licenses. So what I'm seeing is that what they'll probably do is send out a bill that would actually put the question on the ballot. So pass a referendum to get passed and then figure out what the structure would be. By the way, our deal with MGM didn't give us access to any online activities or revenue. So no online sports betting. If iGaming came, we wouldn't have participated in it. Only the bricks and mortar operations, you know, would we, you know, did we have any sort of like claim And so that was yet another reason to go ahead and monetize. So yeah, we would look at other stuff, but those opportunities don't grow on trees.

Got it. And maybe just a last quick one for Peter. With the Houston radio sale that's in your divestiture trust to Spanish Broadcasting, we saw that you extended the timeline on that. Is there any pressure on that deal? Does that have any other impact on anything else you're doing in Houston or any other issues?

There's a finite amount of time that the trust is authorized by the FCC, but they gave us a two-year window to get that done. One station's already been sold and closed with EMF, and the timeline that we extended for the second station for Spanish Broadcasting I think the schedule is for it to all be wrapped up by July or something like that, so well within the first year. But there is a two-year window that we have with the trust, but we suspect that it will be closed out well in advance of that.

And theoretically, you could extend it a little more if you wanted, even.

Yeah, you could.

Gotcha. Great. Okay. Thanks, guys. Appreciate the questions. Yeah. Thanks, Matt.

And next we can move to Kent Estramojo with Wellington. Please go ahead.

Morning, and thanks for taking my questions. And not to rehash Matt's question, but appreciate your still digesting the Richmond outcome. I'm just kind of curious if you have any thoughts as to, you know, timing for that fifth license or any kind of milestones or mile markers that investors should be looking for in terms of, you know, when that gets revisited.

I mean, it's a process that's going to probably play out in the General Assembly this year. Again, you know, we're nowhere in terms of whether or not we're, you know, looking into it, right? We haven't, you know, we really just kind of came up, you know, like I said, for air after, you know, And so, but I assume that something will happen in this session. I do know that there's a group of folks that want to propose, and I know that there's a state senator that is going to propose a bill to put it somewhere in Northern Virginia, like Reston or Tysons. So you got the Northern Virginia, there's gonna be a push for Northern Virginia. I'm hearing that the city of Petersburg is interested again, and would like to, to try to get it there as they did last go-around. But we wanted a second vote in Richmond, and so we lobbied against that. So I just don't have any information of what the state of play is other than people are positioning themselves for this legislative session. And I don't know what's going to happen. But I suspect that you'll see a direction – one way or the other coming out of this legislative session.

Appreciate that caller. And then just thinking about the adjacent investment opportunities or the prospective opportunities to invest further afield from radio and even gaming that you alluded to, do you have any additional constraints that you'd be putting on yourselves in terms of size or maybe a higher IRR threshold or leverage cap just given the additional risk of moving further afield?

we don't think about that. I mean, like, you know, I mean, I don't, we look at each deal on its merit. Yeah. I mean, I can tell you that, um, I mean, we're not a venture capital fund. We don't sit, you know, we're not sitting here making a bunch of early stage, you know, um, uh, you know, investments in, in, in, in, in startup companies that we think are gonna, you know, you know, be 10 baggers, right. You know, we generally have, kind of wanted to invest on things that we thought were going to deliver a cash return EBITDA that we could ultimately bring into the company and count, right? Because you could look at investment. Lots of people in the investment business make money on companies that actually don't make money, right? And just increase in value because of whatever reason. We've never... Because we come from cash flow generative businesses, we have a bias towards cash on cash returns. My sense is if you're going to look for a much higher return than 20 plus percent on something, you're probably going into something that's more speculative and newish and you know, an early stage. And that's just never, that's just not how our, you know, you know, our, our mindsets have worked, you know, in, you know, around here because of the nature of the businesses that we're already in.

Yeah. Fair enough. A four bagger will do. Um, so, uh, last one for me, uh, there were a few recent instances, um, of asset sales, you know, in the broader industry where non-commercial operators came in and kind of picked up pops at pretty interesting multiples. I'm just kind of curious if you have any sticks that are non-core to you that might be seen as strategic to, you know, the few non-coms that are out there.

Yeah. I mean, I've gotten approached, you know, recently, you know, for one of our markets, you know, I've actually gotten pushed for a couple of our markets. The problem is, and we've said no, and one of the, we thought about it, you know, and one of the problems is, is, you know, does it weaken our position in that market? versus something that we might want to do that's going to get us a bigger return. Not mentioning the market, but if one of them would make us weaker against a competitor there, and ultimately, we think there's an opportunity to buy the competitor and do really, really well. So I don't really want to take the pressure off of that competitor, you know, before they sell. And the money is not enough. It's not big enough, right, you know, to make a huge dent. You know, it's kind of like $7 million, $8 million or something like that. And we have cash flow already, you know, in that market. So if we peel that asset off, it's also going to degrade the cash flow you know, in, in, in, in that market, maybe run it to zero, right. You know? And so, you know, so you gotta lock that value. If you just use a five multiple for radio, which is probably low, you know, if you, if you, if you lose a million dollars of cashflow, you know, and somebody gives you eight, like you're, you're netting $3 million. It's not, it's not worth it. Right. You know? So, I mean, if we needed the cash for something, then that's a different story. But today we don't need the cash for it. But, yes, we've got a couple of those inbounds. But we've got nothing that somebody wants to pay $20 million for.

Understood. Thanks so much for your time, Alfred and Peter. Yeah.

And, again, that's 1-0 to ask a question. Next we can move to Marlene Ferraro with Bank of America.

Hi, Alfred. Peter, hope all is well. You've answered most of my questions, but just a quick follow-up. The 3.55 leverage that you mentioned, that's for 3Q, is that correct?

Correct.

Okay. And then by end of the year, you'll be around 3.8. Is that actually maybe some incremental debt reduction or just some moving around in cash? I mean, Well, the what the fact that is with the EBITDA? Yep.

Yeah, sorry, the fact that is moving upwards between where right now and between q2 and the end of the year? Was that the question or no?

You're at 3.55 for 3.2, and I was just asking if the around 3.8 by year end considers any incremental debt reduction, or is it just cash moving around a bit?

No, it's cash moving around, and obviously the back half, as we said, is going to be soft because of the lack of political. So Q4, you know, when you LTM it and then we roll into Q4, we're going to be missing... $8 million of political. So we'll just have a lower, you know, LTM EBITDA by the time we roll into Q4. Got it.

And then, you know, I think it was the last call you had mentioned free cash flow, maybe in the mid $60 million area. And that depended, you know, kind of where CapEx comes out to. Obviously with, you know, a number of moving parts, you know, whether it be Richmond or anything else, are you still thinking about it in that context for the year? And then any comments on CapEx potentially for next year that you'd be willing to share?

Yeah, I think it's lower than that now. Obviously, there was $5 million of referendum costs. And then as part of cleaning up all the material weaknesses, we've had to hire a bunch of consultants, and that's kind of $4 million and rising at the moment just to remediate a bunch of the stuff there. So those two things have eaten $9 million, $10 million of cash. So I think it's slightly – slightly less, although both of those are one time only, right. So that's where that's worth point pointing out. And CapEx. We don't know we're going through the budgets, as Alfred said, the one, the one sort of we are a couple of big things we you know, we need to consolidate in Indianapolis, and that's going to cost, you know, low, some some millions of dollars to put those facilities together and buy new equipment. So I think at the moment we might be looking at a kind of 10-ish million CapEx for next year. We normally run at seven, so that would be a little higher for next year, but it's preliminary. And we tend to manage the CapEx in a very tight manner, so there may be some other things that we choose not to do next year if we need to spend the money on the Indianapolis facility.

Got it. Great. That's all I have. Thank you.

Great. Thank you.

Next, we'll go to Hal Steiner with BNP Paribas. Please go ahead.

Hi, guys. Thanks for taking my question. I was hoping, could you just spend a little bit of time talking about the TV network side of the business and maybe just run through? I guess I'm focusing really on the affiliate fees in terms of what could be the timing of any carriage renewals, if there's any big ones, and just maybe what your strategy is heading into all that.

Carriage renewals, we just renewed Verizon. They were up in October, and we just renewed them for another couple years. Our next carriage renewal is not until the end of 25, right, Jody? In the third quarter of 25. In the third quarter of 25. So we've got a small one. We've got one small streamer that, You know, we did a one-year extension on that. We've got to come up with it. It's small, but our big deals don't come up until the first one is the end of 25, and then the next one is the end of 26, beginning of 27. Yes, and that's 97% of our sub-base is locked up through the third quarter of 25. 60% is locked up through the third quarter.

Got it. Got it. That's great. Okay, that's very helpful. I guess just, can you maybe give a little color about how you think about sort of just what like your sort of positioning is and sort of the bundle, right? I mean, there's just a lot of talk about that and concern about that and how the bundle sort of evolves. And just if you could give any color about what you think your position is and ability to stay in there, it would help.

I mean, we feel good about it. I mean, you know, we've always been an independent network. I mean, we've never, you know, been part of a big group. And, yeah, I mean, I think that the environment, you know, has changed. But there has also, you know, been a move towards, you know, more diverse content, which, you know, we have. I do think that the fact that we're an African-American owned entity is, you know, is important. And so, I mean, we've, you know, we've got great relationships with the, you know, with all the operators except for we're not on DISH. And then we're not on YouTube TV or Hulu at this point in time. So we've got to, you know, try to figure that out. But, yeah. I mean, I'm not going to BS you. I mean, I know the environment's changed dramatically, but nothing has led us to believe that operators still don't see TV1 and now Clio as valuable, including the renewal that we just did two weeks ago.

Got it. And I mean, a lot of what you said is what I would have imagined, so I really appreciate that color and that affirmation. I guess on the digital side of the business, I get, you know, obviously slowing a little bit with some of the cyclical pressures. But could you maybe speak a little bit more about just your ability to kind of grow that business? And if there's maybe properties out there that could be more targets to easily add in? Any color you could give me there would be helpful.

I'm happy that it's profitable, right? Like, you know, and yeah, you're right. There's ad revenue pressures everywhere. And so, you know, digital is so tricky, right? So right now you've got to add revenue pressures, but I think we've been doing decently, you know, in that slowing environment. The tricky part about digital, particularly with acquisitions, is that, you know, the audience size has changed so dramatically depending on how, the big platforms of Google or Meta decide to prioritize people's content and change their algorithms so you could go out and buy something. Very few of these digital platforms have their own natural, organic, go-to-their.com traffic. They're getting their traffic from some other source or platform. I think I read something in BuzzFeed you know, last conference call when they were talking about their ad revenue came down significantly and why. And I think I remember the number one thing they pointed out was that the big platforms are prioritizing their own content, you know, or their own, you know, verticals over third party. And it's reduced their ability to monetize their content. So what does that mean for acquisitions? You go out and you buy something that you think has, whatever, 10 million unique visitors and 500 million page views, and then six months later, an algorithm's changed, and that's been cut in half. That happens. It's happened to us on a smaller scale. And so you've got to be really, really, really, really careful. We look at digital acquisitions. We look at something every year. In fact, we were nosing around a public company this year that ended up doing a deal somewhere else. So yeah, we want to figure out how to do that to scale it, but it's tricky.

I understand. Thank you. Thank you for that color.

And lastly, and then, Operator, we're going to open it up to one more question. And lastly, a lot of these digital acquisitions, these guys don't make any money, right? So they want you to – yeah, they want you to – and remember I said earlier that we tend to be cash flow buyers, right? So they want you to give them a value, and they don't make money. It's a problem. BuzzFeed bought – this company Complex, which was like one of the top urban content publishers in the space, had a big brand for a long time, was doing $100 million of revenue. They lost $11 million, and BuzzFeed paid $300 million for them. Yeah, and I just like, we just, We just can never do anything like that.

Yeah, no, I understand. If you mind, if I could just ask one before you switch to the last question. I was just going to ask on the – for the terms of the indenture, I think you need to make an offer to repurchase the bonds with the amount of excess proceeds. But I guess your belief would be through doing debt buybacks and maybe any other sort of investments, you'll fulfill – you'll have no excess proceeds back. Excess proceeds left by the time it is, you would have to make that repurchase offer. Is that correct?

We don't know, but there's a number of things that we've invested in that count towards those investments that aren't just, you know, buying radio assets, right? Like our Houston transaction counts. There's some programming investments that we make that count. You know, so... So we're not sitting there right now with $137 million of investable baskets that we got to deal with. It's something significantly less than that already. But as Peter said to me yesterday, we're not going to go out and make a stupid acquisition just so we don't have to offer to buy back bonds at par. That's not going to happen. But to your point, We're probably at something close to $80 million of the 137 already sheltered, if you will, through stuff that we invest in on a regular basis. And I don't know what's going to happen between now and April.

Thank you guys so much for the questions.

Thank you. And our last question here will come from Brad Kern with Fork Breaker. Please go ahead.

Hi, thanks for going to me again. So on the use of cash, you brought in Churchill Downs as a partner. Would you be open to being sort of a minority partner in another, whether it's another gaming company? endeavor or some other sort of minority partner where you're not in control of the investment, but you're sort of either a capital solution provider, maybe there's even something strategic. How are you thinking about those types of opportunities?

Yeah, we would look at something like that. However, we are a bit spoiled because our MGM deal gave us like a cash return off the bat, off the top of gaming revenue. So that was one of those unique situations where we put money in And we got money out like, you know, kind of like, you know, the first year. And, you know, we looked at one deal with a small public gaming company. They wanted us to invest like 20 or 25 million bucks in it. But They had us subordinated under a whole bunch of stuff, and it was like a really traditional equity investment. And they were upvaluing it from what their value was, and so we didn't like it. Yeah. So we're spoiled. We would look at being a minority investor. I think that would be one of those situations where if we ended up making a real equity investment and we're sitting behind debt and it's got to be paid down and there's no dividends or restricted payments going out to the equity for a significant period of time where you'd want you know, not a 20% return, you'd want something, you know, go much higher. But we've seen two investments like that. And we pass on above.

Okay, appreciate it. Yeah, the discipline makes sense.

Thanks a lot. Thanks, Brad. Thanks, everyone. Appreciate time.

And that does conclude the conference for today. Thanks for participation and for using AT&T Teleconference. You may now disconnect.