Core Viewpoint - Urban One, Inc. has announced the expiration and final results of its offers to exchange and purchase existing senior secured notes, indicating strong participation from eligible holders and a strategic move to refinance its debt obligations [1][2]. Offer Details - The company offered to exchange its outstanding 7.375% Senior Secured Notes due 2028 for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash [1]. - The tender offer aimed to purchase up to $185 million of the existing notes for up to $111 million in cash [1]. - Additionally, the company provided a subscription offer for up to $60.6 million in newly issued 10.500% First Lien Senior Secured Notes due 2030 [1]. Participation and Results - As of the expiration date, the company received valid tenders representing approximately $476.02 million, or about 97.580% of the existing notes outstanding [2]. - The tender offer was oversubscribed, with $475.52 million tendered by participants, leading to proration of accepted notes [3]. Supporting Noteholders - Prior to the expiration date, eligible holders subscribed to purchase approximately $4.4 million of the new first lien notes, with supporting noteholders expected to backstop the remaining $56.2 million [4]. Consent Solicitation - The company received the requisite consents from eligible holders to adopt proposed amendments to the existing notes indenture, which include eliminating restrictive covenants and modifying default provisions [5]. Conditions and Settlement - The consummation of the offers and consent solicitation is subject to certain conditions, including the performance of supporting noteholders under the transaction support agreement [6][7]. - The settlement date is expected around December 18, 2025 [7]. Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S., owning various media assets including TV One and multiple radio stations [11].

Accessibility StatementSkip Navigation SILVER SPRING, Md., Dec. 1, 2025 /PRNewswire/ --Â Urban One, Inc. (NASDAQ: UONEK and UONE)Â (the "Company") today announced the early results of the previously announced offers: (a) to exchange (the "Exchange Offer") any and all of the Company's outstanding 7.375% Senior Secured Notes due 2028 (the "Existing Notes") held by Eligible Holders (as defined below) for newly issued 7.625% Second Lien Senior Secured Notes due 2031 (the "Exchange Notes"), to be issued by the C ...

Group 1 - The article does not provide any specific information or insights regarding a company or industry [1]

Financial Performance - For Q3 2025, Urban One, Inc. reported net revenue of approximately $92.7 million, a decrease of 16.0% from Q3 2024[1] - Operating income for Q3 2025 was approximately $2.5 million, compared to an operating loss of approximately $26.2 million in Q3 2024[1] - Adjusted EBITDA for Q3 2025 was approximately $14.2 million, down from approximately $25.4 million in Q3 2024[1] - The net loss for Q3 2025 was approximately $2.8 million, compared to a net loss of approximately $31.8 million in Q3 2024[2] - Adjusted EBITDA for the nine months ended September 30, 2025, was $41.018 million, down from $76.593 million in the same period of 2024, representing a decline of approximately 46.4%[6] - The net loss attributable to common stockholders for the three months ended September 30, 2025, was $(2.83) million, compared to a loss of $(31.798) million in the same period of 2024[6] - The net loss attributable to common stockholders for the nine months ended September 30, 2025, was $92,474,000[22] Revenue Breakdown - Core radio revenues, excluding political, decreased by 8.1%, with the Radio segment pacing down 30.2% all-in for Q4 2025[1] - Revenues from Reach Media and Digital segments fell by 40.0% and 30.0% respectively, which was at the lower end of expectations[1] - Cable TV advertising revenue declined by 5.4%, and affiliate revenue decreased by 9.1% due to ongoing subscriber churn[1] - Revenue from the Radio Broadcasting segment decreased to approximately $34.7 million, down from $39.7 million, reflecting a decline of about 12.6% due to weaker market demand[9] - Revenue from the Reach Media segment fell to approximately $6.1 million, a decrease of approximately 40.2% from $10.2 million, primarily due to reduced national sales[9] - Digital segment revenue decreased to approximately $12.7 million, down about 30.6% from $18.3 million, driven by declines in direct and political revenue streams[9] - Cable Television segment revenue was approximately $39.8 million, a decrease of about 7.0% from $42.8 million, attributed to subscriber churn and lower advertising sales[9] Operating Expenses - Total operating expenses for Q3 2025 were approximately $90.2 million, down from $136.6 million in Q3 2024[2] - Operating expenses for the three months ended September 30, 2025, were approximately $83.7 million, a decrease from $87.4 million in the same period of 2024[11] - Total operating expenses for the nine months ended September 30, 2025, were $392,619,000, resulting in an operating loss of $116,076,000[22] Debt and Assets - During Q3 2025, Urban One repurchased $4.5 million of its 2028 Notes at an average price of approximately 52.0% of par, reducing outstanding debt to $487.8 million[1] - Total assets as of September 30, 2025, were $723.476 million, down from $944.790 million as of December 31, 2024[7] - Total debt as of September 30, 2025, was $484.278 million, a decrease from $579.069 million as of December 31, 2024[7] - Cash and cash equivalents decreased to $79.810 million from $137.574 million as of December 31, 2024[7] Stock and Shares - For the three months ended September 30, 2025, Urban One had 44,366,979 shares of common stock outstanding on a weighted average basis (basic), a decrease from 47,105,290 shares for the same period in 2024[29] - The company repurchased approximately $0.3 million of Class A Common Stock and $0.4 million of Class D Common Stock during the three months ended September 30, 2025[18] Impairment and Expenses - The company recorded no impairment of goodwill and intangible assets for the three months ended September 30, 2025, compared to an impairment of approximately $46.8 million in 2024[12] - Depreciation and amortization expense increased by approximately $4.9 million to $6.1 million for the three months ended September 30, 2025, due to changes in asset classification[13] - Interest expense decreased by approximately $2.2 million to $9.4 million for the three months ended September 30, 2025, compared to $11.6 million in 2024[15] Company Operations - As of September 30, 2025, Urban One owned and/or operated 74 broadcast stations, including 57 FM or AM stations and 15 HD stations, across 13 major African-American markets in the U.S.[26] - Urban One's digital platform, iOne Digital, serves the African American community through various websites, enhancing its reach and engagement with urban consumers[26] - The company operates syndicated programming through its controlling interest in Reach Media, which includes popular shows like the Rickey Smiley Morning Show[26] - Urban One's broadcast and digital operating income is a key metric for assessing the performance of its core operating segments, reflecting the diverse nature of its business[29] - The company provides advertisers with a unique delivery mechanism to reach African American and urban audiences, leveraging its multimedia operations[26] Conference Call Information - A replay of the conference call discussing the third quarter results will be available from November 4, 2025, until November 14, 2025[25] - The conference call is scheduled for November 4, 2025, at 10:00 a.m. EST, allowing stakeholders to discuss the company's performance and future outlook[24] Programming Focus - Urban One's focus on original programming and classic series aims to entertain and inspire a diverse audience of adult Black viewers, serving over 35 million households[26]

Financial Data and Key Metrics Changes - Consolidated net revenue was approximately $92.7 million, down 16% year over year [9] - Adjusted EBITDA for the third quarter was $14.2 million, a decrease of 44.1% [15] - Net loss was approximately $2.8 million or $0.06 per share, compared to a net loss of $31.8 million or $0.68 per share for the previous year [16] Business Line Data and Key Metrics Changes - Revenue for the Radio Broadcasting segment was $34.7 million, a decrease of 12.6% year over year [9] - Net revenue for the Reach Media segment was $6.1 million, down 40% from the prior year [10] - Net revenues for the Digital segment were down 30.6% at $12.7 million [11] - Cable Television segment revenue was approximately $39.8 million, a decrease of 7% [12] Market Data and Key Metrics Changes - Local ad sales were down 6.5% against a market that was down 10.1%, indicating outperformance [9] - National ad sales were down 29.1% against a market that was down 21.5%, indicating underperformance [10] - Cable subscribers to TV One decreased to 34.1 million from 34.3 million at the end of Q2 [12] Company Strategy and Development Direction - The company is adjusting its guidance for the year, lowering the EBITDA forecast from $60 million to a range of $56 million to $58 million [7] - A second reduction in force was completed in October as part of ongoing cost reduction efforts [14] - The company is exploring potential M&A opportunities in light of anticipated deregulation in the industry [28][30] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2026, citing changes in operating strategy and a focus on improving performance in key markets [21][25] - The company is preparing for a political year, which is expected to drive demand [21] - Management acknowledged challenges faced in the current year but believes they are better positioned for future growth [25] Other Important Information - Operating expenses decreased to approximately $83.7 million for the quarter, a decrease of 4.2% from the prior year [12] - Interest expense decreased to approximately $9.4 million in Q3, down from $11.6 million last year [16] - The company repurchased $4.5 million of its 2028 notes at an average price of 52% [16] Q&A Session Summary Question: What is the outlook for 2026 and demand? - Management feels good about 2026 due to changes in operating strategy and the upcoming political year [21][25] Question: Are there plans for M&A activity? - Management is exploring M&A opportunities but currently has no transformative deals in progress [28][30] Question: Will the company continue debt buyback activity? - Management confirmed plans to continue executing on debt buybacks while maintaining liquidity [33]

Financial Data and Key Metrics Changes - Consolidated net revenue for Q3 2025 was approximately $92.7 million, down 16% year over year [6] - Adjusted EBITDA for the full year is being revised down to a range of $56-$58 million from a previous guidance of $60 million [5] - Consolidated adjusted EBITDA for Q3 was $14.2 million, a decrease of 44.1% [10] - Net loss for Q3 was approximately $2.8 million, or 6 cents per share, compared to a net loss of $31.8 million, or 68 cents per share for Q3 2024 [12] Business Line Data and Key Metrics Changes - Revenue for the radio broadcasting segment was $34.7 million, down 12.6% year over year; excluding political revenue, it was down 8.1% [6] - Reach Media segment net revenue was $6.1 million, down 40% from the prior year, with an adjusted EBITDA loss of approximately $200,000 [7] - Digital segment net revenues decreased by 30.6% to $12.7 million, with audio streaming down by $1.3 million year over year [7] - Cable television segment revenue was $39.8 million, a decrease of 7%, with advertising revenue down by 5.4% [8] Market Data and Key Metrics Changes - Local ad sales were down 6.5% against a market that was down 10.1%, indicating outperformance [6] - National ad sales were down 29.1% against a market that was down 21.5%, indicating underperformance [6] - Cable subscribers to TV One decreased to 34.1 million from 34.3 million at the end of Q2 [8] Company Strategy and Development Direction - The company is adjusting its operating strategy to address challenges faced in 2025, particularly in the Reach Media segment [15] - Focus on diversifying advertiser base to avoid over-reliance on a few major advertisers [15][16] - Plans to enhance performance in radio markets through format changes and targeting specific demographics, such as the Hispanic community in DC [17] - The company is exploring potential M&A opportunities in light of expected deregulation in the industry [19][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism for 2026, citing the upcoming political year and strategic changes made to address past challenges [15][17] - The company is cautious about leveraging and is focused on maintaining liquidity while exploring opportunities [23] - Management acknowledged the need to be careful with M&A transactions, considering the overall market conditions and debt levels [21][22] Other Important Information - Operating expenses decreased to approximately $83.7 million for the quarter, a decrease of 4.2% from the prior year [8] - The company repurchased $4.5 million of its 2028 notes, reducing gross debt to approximately $487.8 million [11][12] - Ending unrestricted cash balance was $79.3 million, resulting in a net debt of approximately $408.5 million [13] Q&A Session Summary Question: Outlook for 2026 and demand expectations - Management feels positive about 2026 due to political year and operational strategy changes [15] Question: Any plans for M&A activity? - Management is exploring M&A opportunities but currently has no transformative deals in progress [19][20] Question: Continuation of debt buyback activity - Management plans to maintain liquidity and assess opportunities before proceeding with further debt buybacks [23]

Revenue Performance - For the three months ended September 30, 2025, net revenue was approximately $92.7 million, a decrease of 16.0% from $110.4 million in the same period in 2024[156]. - The Radio Broadcasting segment generated approximately $34.7 million in revenue for the three months ended September 30, 2025, down from $39.7 million in 2024, primarily due to weaker market demand[156]. - The Digital segment reported revenue of approximately $12.7 million for the three months ended September 30, 2025, compared to $18.3 million in 2024, reflecting a decrease of approximately $5.6 million[156]. - The Cable Television segment's revenue was approximately $39.8 million for the three months ended September 30, 2025, down from $42.8 million in 2024, driven by subscriber churn and lower advertising sales[156]. - Net revenue for the nine months ended September 30, 2025, was approximately $276.5 million, a decrease of $56.0 million or 16.8% compared to $332.5 million in the same period of 2024[169]. - Revenue for the nine months ended September 30, 2025, was approximately $148.6 million, a decrease of $20.6 million or 12.2% compared to $169.2 million in the same period of 2024[171]. Operating Income and Expenses - Operating expenses totaled approximately $90.2 million for the three months ended September 30, 2025, a decrease of 34.0% from $136.6 million in 2024[155]. - The company reported an operating income of approximately $2.5 million for the three months ended September 30, 2025, compared to an operating loss of $26.2 million in 2024[155]. - Selling, general and administrative expenses for the three months ended September 30, 2025, were approximately $49.0 million, down $4.5 million or 8.4% from $53.5 million in 2024[158]. - Stock-based compensation expense decreased to approximately $0.4 million for the three months ended September 30, 2025, a reduction of $0.8 million or 68.3% compared to $1.2 million in 2024[159]. - Depreciation and amortization expense increased to approximately $6.1 million for the three months ended September 30, 2025, an increase of $4.9 million compared to $1.2 million in 2024[160]. Net Loss and Improvements - The net loss attributable to common stockholders for the three months ended September 30, 2025, was approximately $2.8 million, a significant improvement from a net loss of $31.8 million in 2024, representing a 91.1% reduction[155]. - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was approximately $92.5 million, an increase of $22.7 million or 32.6% compared to a net loss of $69.7 million in 2024[168]. Advertising Revenue - The percentage of core radio business revenue generated from local advertising increased to 64.0% in Q3 2025, up from 60.5% in Q3 2024[147]. - The company experienced a 94.3% decline in political advertising revenue, dropping to $201,000 in Q3 2025 from $3.5 million in Q3 2024[148]. Cash Flow and Financing Activities - As of September 30, 2025, the company had cash, cash equivalents, and restricted cash of approximately $79.8 million, with no borrowings outstanding on the Current ABL Facility[191]. - Net cash flows provided by operating activities increased to approximately $8.1 million for the nine months ended September 30, 2025, compared to $1.9 million for the same period in 2024[213]. - Net cash flows used in financing activities decreased to approximately $58.6 million for the nine months ended September 30, 2025, from $118.2 million in 2024, with $51.9 million paid to repurchase 2028 Notes[216]. Impairment and Amortization - Impairment of goodwill and intangible assets was $0 for the three months ended September 30, 2025, compared to $46.8 million in 2024, marking a 100% decrease[161]. - The Company recognized an impairment loss of approximately $121.3 million associated with radio broadcasting licenses during the three months ended June 30, 2025[222]. - The useful life of broadcasting licenses was changed from indefinite-lived to finite-lived intangible assets effective June 1, 2025, resulting in amortization expense of $3.8 million for the three months ended September 30, 2025[226]. Debt and Obligations - The total outstanding aggregate principal amount of the senior secured notes due 2028 as of September 30, 2025, is approximately $487.8 million[205]. - The company had approximately $487.8 million of 2028 Notes outstanding as of September 30, 2025, with no other indebtedness reported[244]. - The company’s contractual obligations total approximately $723.5 million as of September 30, 2025, including various operating contracts and lease obligations[252]. Market Conditions and Future Outlook - Macroeconomic conditions, including tariffs, inflation, and interest rates, may adversely affect the company's revenues[192]. - Cash flows from operations and other sources of liquidity are expected to be sufficient to meet foreseeable cash requirements[214].

Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the United States [4] - The company owns TV One, LLC, which serves over 35 million households with a variety of original programming, classic series, and movies [4] - As of September 30, 2025, Urban One operates 74 independently formatted broadcast stations, including 57 FM or AM stations and 15 HD stations across 13 urban markets [4] - Urban One also has a controlling interest in Reach Media, Inc., which operates syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [4] - The company owns iOne Digital, a digital platform serving the African American community through various content and entertainment websites [4] Upcoming Events - Urban One will hold a conference call on November 4, 2025, at 10:00 a.m. EST to discuss its third fiscal quarter results [1] - U.S. callers can participate by dialing +1-888-596-4144, while international callers can dial +1-646-968-2525 with the Access Code 7822067 [1] - A replay of the conference call will be available from November 4, 2025, at 2:00 p.m. EST until November 14, 2025, at 11:59 p.m. EST [2]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Xcel Brands, Inc. (XELB) increased by 48% to $2.57 [3] - Astrotech Corporation (ASTC) rose by 21% to $5.85 [3] - Rumble Inc. (RUM) saw a 13% increase to $8.36 [3] - ClearPoint Neuro, Inc. (CLPT) gained 9% reaching $27.38 [3] - USA Rare Earth, Inc. (USAR) also increased by 9% to $24.92 [3] - Q/C Technologies, Inc. (QCLS) rose by 8% to $5.51 [3] - Lazydays Holdings, Inc. (GORV) increased by 8% to $2.61 [3] - K Wave Media Ltd. (KWM) saw a 7% rise to $2.78 [3] - Galectin Therapeutics Inc. (GALT) increased by 6% to $4.53 [3] - Wrap Technologies, Inc. (WRAP) rose by 6% to $2.86 [3] Premarket Losers - Black Titan Corporation Ordinary Shares (BTTC) decreased by 29% to $16.80 [4] - Masonglory Limited (MSGY) fell by 14% to $2.54 [4] - Aspire Biopharma Holdings, Inc. (ASBP) declined by 12% to $0.37 [4] - Urban One, Inc. (UONE) saw an 11% drop to $1.15 [4] - Reitar Logtech Holdings Limited (RITR) decreased by 7% to $2.74 [4] - Iveda Solutions, Inc. (IVDA) fell by 7% to $1.88 [4] - Erayak Power Solution Group Inc. (RAYA) decreased by 6% to $4.93 [4] - Megan Holdings Limited (MGN) saw a 6% drop to $3.32 [4] - Werewolf Therapeutics, Inc. (HOWL) declined by 5% to $1.81 [4] - SOS Limited (SOS) decreased by 4% to $2.04 [4]

Core Insights - A new study by Urban One reveals that Black culture is significantly shaping mainstream U.S. culture, indicating that brands must authentically engage with Black consumers to capitalize on growth opportunities [1][4][6] Group 1: Study Findings - 79% of U.S. consumers believe Black Americans have influence, with half acknowledging Black culture's presence in all aspects of American life [5][6] - Over 50% of consumers recognize Black cultural impact across various sectors, including music, fashion, food, politics, sports, and beauty [5] - 76% of U.S. consumers, and over 80% of Gen Z and Millennials, feel they benefit personally when Black culture is well-represented [5][6] Group 2: Brand Engagement - Brands that authentically connect with Black consumers can enhance trust, loyalty, and growth, while performative efforts tend to fade quickly [5][6] - Representation is crucial for building trust, especially among Gen Z and Millennials, who expect diversity and reward brands that meet these expectations [6] Group 3: Cultural Impact - Black culture sets trends that influence global markets, and brands that overlook the origins of these trends miss significant opportunities for authentic connection [5][6] - The study emphasizes that Cultural ROI is now a competitive advantage for brands seeking to thrive in the current market landscape [6]