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[Executive Summary & Business Update](index=1&type=section&id=Executive%20Summary%20%26%20Business%20Update) Urban One, Inc. reported a significant decline in Q2 2025 financial performance, with net revenue decreasing by 22.2% year-over-year to $91.6 million, alongside increased losses and reduced Adjusted EBITDA [Second Quarter 2025 Financial Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Urban One, Inc. experienced a significant Q2 2025 financial downturn, with net revenue falling **22.2%** to **$91.6 million**, alongside increased operating and net losses, and a **51.6%** drop in Adjusted EBITDA Q2 2025 Key Financial Highlights | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change (%) | | :----------------------- | :------------------ | :------------------ | :--------- | | Net Revenue | $91,600 | $117,700 | (22.2)% | | Operating Loss | $(120,700) | $(60,400) | 99.8% | | Net Loss | $(77,900) | $(45,400) | 71.6% | | Net Loss Per Share (Basic) | $(1.74) | $(0.94) | 85.1% | | Adjusted EBITDA | $14,000 | $28,900 | (51.6)% | [CEO Commentary and Business Outlook](index=1&type=section&id=CEO%20Commentary%20and%20Business%20Outlook) CEO Alfred C. Liggins, III, attributed weak Q2 results to underperforming Reach Media and Digital segments, reduced advertising demand, and subscriber churn, leading to a revised full-year Adjusted EBITDA guidance of **$60.0 million** and strategic debt repurchases - Second quarter results were impacted by weaker than expected performance in Reach Media and Digital segments, partly due to the timing of the annual Tom Joyner Fantastic Voyage (Q2 2024 revenue of **$9.6 million**, Q4 2025 event)[1](index=1&type=chunk) - Reach Media segment was **loss-making** for the quarter due to client attrition and lower CPMs[1](index=1&type=chunk) - Digital business experienced lower advertising demand and reduced streaming CPMs compared to Q2 2024[1](index=1&type=chunk) - Core radio advertising finished **down 11.8%** excluding digital, with national radio advertising demand experiencing double-digit declines; local radio pacing was flat year-over-year, showing some sequential improvement[1](index=1&type=chunk) - Cable TV advertising was **down 4.2%** and affiliate revenue was **down 11.7%** due to continuing subscriber churn[1](index=1&type=chunk) - Full-year Adjusted EBITDA guidance was reduced to **$60.0 million** due to broad economic headwinds[1](index=1&type=chunk) - The company repurchased **$64.0 million** of its 2028 Notes at an average price of approximately **51.8% of par**, reducing outstanding debt balance to **$492.3 million**[1](index=1&type=chunk) [Consolidated Statements of Operations](index=2&type=section&id=Consolidated%20Statements%20of%20Operations) The company's consolidated statements of operations reveal significant year-over-year declines in net revenue and substantial increases in operating and net losses for both the three and six months ended June 30, 2025 [Three Months Ended June 30, 2025 vs 2024](index=2&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20vs%202024) For Q2 2025, Urban One reported net revenue of **$91.6 million**, a **22.2%** decrease, with operating loss widening to **$120.7 million** and net loss to **$77.9 million**, primarily due to increased impairment charges Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------ | :------------------ | :------------------ | :--------- | :--------- | | Net Revenue | $91,631 | $117,744 | $(26,113) | (22.2)% | | Total Operating Expenses | $212,315 | $178,165 | $34,150 | 19.2% | | Operating Loss | $(120,684) | $(60,421) | $(60,263) | 99.7% | | Impairment of goodwill and intangible assets | $130,078 | $80,758 | $49,320 | 61.1% | | Net Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | $(32,471) | 71.5% | - The significant increase in operating loss was largely driven by a **61.1%** increase in impairment of goodwill and intangible assets[3](index=3&type=chunk) [Six Months Ended June 30, 2025 vs 2024](index=2&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20vs%202024) For the first six months of 2025, net revenue decreased **17.2%** to **$183.9 million**, with operating loss substantially higher at **$118.6 million** and net loss widening to **$89.6 million**, primarily due to increased impairment charges Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------ | :------------------ | :------------------ | :--------- | :--------- | | Net Revenue | $183,866 | $222,154 | $(38,288) | (17.2)% | | Total Operating Expenses | $302,452 | $269,687 | $32,765 | 12.2% | | Operating Loss | $(118,586) | $(47,533) | $(71,053) | 149.5% | | Impairment of goodwill and intangible assets | $136,521 | $80,758 | $55,763 | 69.1% | | Net Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | $(51,706) | 136.3% | - The increase in operating loss was primarily due to a **69.1%** increase in impairment of goodwill and intangible assets[3](index=3&type=chunk) [Segment Reporting](index=3&type=section&id=Segment%20Reporting) This section details Urban One's segment performance, including reclassifications, net revenue, operating expenses, and Adjusted EBITDA, highlighting declines across most segments and the impact of impairment charges [Segment Reclassification and Presentation Changes](index=3&type=section&id=Segment%20Reclassification%20and%20Presentation%20Changes) Effective January 1, 2025, Urban One reclassified its CTV offering to the Cable Television segment and recast prior period segment expenses to align with the Chief Operating Decision Maker's (CODM) performance evaluation presentation - Effective January 1, 2025, the CTV offering was transferred from the Digital segment to the Cable Television segment to align with operations[4](index=4&type=chunk) - Prior period segment information for Sales and marketing and General and administrative expenses was reclassified to conform to the current presentation used by the CODM[4](index=4&type=chunk) [Net Revenue by Segment](index=3&type=section&id=Net%20Revenue%20by%20Segment) All segments experienced revenue declines in both the three and six months ended June 30, 2025, with Reach Media showing the most significant percentage decrease due to the timing of the Fantastic Voyage cruise [Three Months Ended June 30, 2025 vs 2024](index=3&type=section&id=Net%20Revenue%20by%20Segment%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20vs%202024) For Q2 2025, all segments reported decreased net revenue, with Reach Media experiencing the largest decline of **71.9%** due to the Fantastic Voyage cruise timing - For Q2 2025, all segments reported decreased net revenue, with Reach Media experiencing the largest decline of **71.9%** due to the Fantastic Voyage cruise timing[5](index=5&type=chunk)[12](index=12&type=chunk) Net Revenue by Segment (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :----------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio Broadcasting | $36,693 | $41,999 | $(5,306) | (12.6)% | | Reach Media | $5,315 | $18,929 | $(13,614) | (71.9)% | | Digital | $10,254 | $14,072 | $(3,818) | (27.1)% | | Cable Television | $40,070 | $43,312 | $(3,242) | (7.5)% | - Radio Broadcasting revenue decreased primarily due to weaker overall market demand from national advertisers and lower event revenues[12](index=12&type=chunk) - Digital revenue decreased primarily due to lower national digital sales and direct revenue streams[12](index=12&type=chunk) - Cable Television revenue decreased primarily due to subscriber churn[12](index=12&type=chunk) [Six Months Ended June 30, 2025 vs 2024](index=5&type=section&id=Net%20Revenue%20by%20Segment%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20vs%202024) For the first half of 2025, all segments continued to show revenue declines, with Reach Media again having the largest percentage drop of **59.2%**, influenced by the Fantastic Voyage timing - For the first half of 2025, all segments continued to show revenue declines, with Reach Media again having the largest percentage drop of **59.2%**, influenced by the Fantastic Voyage timing[6](index=6&type=chunk)[12](index=12&type=chunk) Net Revenue by Segment (Six Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :----------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio Broadcasting | $69,303 | $78,350 | $(9,047) | (11.5)% | | Reach Media | $11,168 | $27,401 | $(16,233) | (59.2)% | | Digital | $20,466 | $26,260 | $(5,794) | (22.1)% | | Cable Television | $84,263 | $91,317 | $(7,054) | (7.7)% | [Operating Expenses by Segment](index=3&type=section&id=Operating%20Expenses%20by%20Segment) Total consolidated operating expenses increased in both periods, primarily driven by higher impairment charges, though most segments saw decreased programming, technical, selling, general, and administrative expenses when excluding impairment [Three Months Ended June 30, 2025 vs 2024](index=3&type=section&id=Operating%20Expenses%20by%20Segment%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20vs%202024) Consolidated total operating expenses increased by **19.2%** to **$212.3 million**, largely due to a significant rise in impairment of goodwill and intangible assets - Consolidated total operating expenses increased by **19.2%** to **$212.3 million**, largely due to a significant rise in impairment of goodwill and intangible assets[3](index=3&type=chunk)[5](index=5&type=chunk) Consolidated Total Operating Expenses (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------ | :------------------ | :------------------ | :--------- | :--------- | | Consolidated Total Operating Expenses | $212,315 | $178,165 | $34,150 | 19.2% | | Impairment of goodwill and intangible assets | $130,078 | $80,758 | $49,320 | 61.1% | - Operating expenses, excluding depreciation and amortization, stock-based compensation, and impairment, decreased by approximately **$15.2 million (16.3%)** due to lower expenses across most segments and reduced third-party professional fees[14](index=14&type=chunk) [Six Months Ended June 30, 2025 vs 2024](index=5&type=section&id=Operating%20Expenses%20by%20Segment%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20vs%202024) Consolidated total operating expenses for the first six months increased by **12.2%** to **$302.5 million**, primarily due to a **69.1%** increase in impairment charges - Consolidated total operating expenses for the first six months increased by **12.2%** to **$302.5 million**, primarily due to a **69.1%** increase in impairment charges[3](index=3&type=chunk)[6](index=6&type=chunk) Consolidated Total Operating Expenses (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------ | :------------------ | :------------------ | :--------- | :--------- | | Consolidated Total Operating Expenses | $302,452 | $269,687 | $32,765 | 12.2% | | Impairment of goodwill and intangible assets | $136,521 | $80,758 | $55,763 | 69.1% | [Adjusted EBITDA by Segment](index=3&type=section&id=Adjusted%20EBITDA%20by%20Segment) Consolidated Adjusted EBITDA significantly decreased in both periods, with Reach Media and Digital segments reporting negative Adjusted EBITDA in 2025, highlighting their underperformance, while Cable Television remained the largest contributor despite a decline [Three Months Ended June 30, 2025 vs 2024](index=3&type=section&id=Adjusted%20EBITDA%20by%20Segment%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20vs%202024) Consolidated Adjusted EBITDA decreased by **51.7%** to **$14.0 million** in Q2 2025, with Reach Media and Digital segments reporting negative Adjusted EBITDA - Consolidated Adjusted EBITDA decreased by **51.7%** to **$14.0 million**; Reach Media and Digital segments reported negative Adjusted EBITDA[5](index=5&type=chunk)[23](index=23&type=chunk) Adjusted EBITDA by Segment (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :----------------- | :------------------ | :------------------ | :--------- | :--------- | | Consolidated | $13,960 | $28,922 | $(14,962) | (51.7)% | | Radio Broadcasting | $6,938 | $9,495 | $(2,557) | (26.9)% | | Reach Media | $(1,651) | $3,457 | $(5,108) | (147.7)% | | Digital | $(146) | $2,714 | $(2,860) | (105.4)% | | Cable Television | $18,056 | $16,022 | $2,034 | 12.7% | - Cable Television was the only segment to show an increase in Adjusted EBITDA[5](index=5&type=chunk) [Six Months Ended June 30, 2025 vs 2024](index=5&type=section&id=Adjusted%20EBITDA%20by%20Segment%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20vs%202024) Consolidated Adjusted EBITDA for the first half of 2025 decreased by **47.6%** to **$26.8 million**, with Reach Media and Digital segments remaining negative - Consolidated Adjusted EBITDA for the first half of 2025 decreased by **47.6%** to **$26.8 million**; Reach Media and Digital segments remained negative[6](index=6&type=chunk)[25](index=25&type=chunk) Adjusted EBITDA by Segment (Six Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :----------------- | :------------------ | :------------------ | :--------- | :--------- | | Consolidated | $26,817 | $51,179 | $(24,362) | (47.6)% | | Radio Broadcasting | $9,786 | $15,129 | $(5,343) | (35.3)% | | Reach Media | $(2,202) | $5,287 | $(7,489) | (141.6)% | | Digital | $(88) | $5,061 | $(5,149) | (101.7)% | | Cable Television | $36,648 | $35,323 | $1,325 | 3.7% | [Detailed Financial Performance Analysis](index=9&type=section&id=Detailed%20Financial%20Performance%20Analysis) This section provides a detailed analysis of Urban One's financial performance, examining net revenue by source, operating expenses, impairment charges, and other key financial metrics [Net Revenue by Source](index=9&type=section&id=Net%20Revenue%20by%20Source) All revenue sources experienced declines in both the three and six months ended June 30, 2025, with Event revenues & other showing the most significant percentage drop due to the Fantastic Voyage cruise timing, alongside a sharp decrease in political advertising [Three Months Ended June 30, 2025 vs 2024](index=9&type=section&id=Net%20Revenue%20by%20Source%20-%20Three%20Months%20Ended%20June%2030%2C%202025%20vs%202024) For Q2 2025, Event revenues & other plummeted by **81.2%**, and Political advertising decreased by **88.2%**, with all other revenue streams also experiencing declines - For Q2 2025, Event revenues & other plummeted by **81.2%**, and Political advertising decreased by **88.2%**; all other revenue streams also saw declines[13](index=13&type=chunk) Net Revenue by Source (Three Months Ended June 30) | Revenue Source | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio advertising | $38,627 | $45,421 | $(6,794) | (15.0)% | | Political advertising | $254 | $2,152 | $(1,898) | (88.2)% | | Digital advertising | $10,241 | $13,714 | $(3,473) | (25.3)% | | Cable Television advertising | $22,977 | $23,985 | $(1,008) | (4.2)% | | Cable Television affiliate fees | $17,061 | $19,315 | $(2,254) | (11.7)% | | Event revenues & other | $2,471 | $13,157 | $(10,686) | (81.2)% | | **Total Net Revenue** | **$91,631** | **$117,744** | **$(26,113)** | **(22.2)%** | [Six Months Ended June 30, 2025 vs 2024](index=9&type=section&id=Net%20Revenue%20by%20Source%20-%20Six%20Months%20Ended%20June%2030%2C%202025%20vs%202024) For the first half of 2025, Event revenues & other decreased by **73.2%**, and Political advertising by **88.1%**, contributing to an overall **17.2%** decrease in net revenue - For the first half of 2025, Event revenues & other decreased by **73.2%**, and Political advertising by **88.1%**; all other revenue streams also experienced declines, contributing to the overall **17.2%** decrease in net revenue[13](index=13&type=chunk) Net Revenue by Source (Six Months Ended June 30) | Revenue Source | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio advertising | $74,844 | $86,761 | $(11,917) | (13.7)% | | Political advertising | $404 | $3,388 | $(2,984) | (88.1)% | | Digital advertising | $20,452 | $25,881 | $(5,429) | (21.0)% | | Cable Television advertising | $48,402 | $51,129 | $(2,727) | (5.3)% | | Cable Television affiliate fees | $35,778 | $40,103 | $(4,325) | (10.8)% | | Event revenues & other | $3,986 | $14,892 | $(10,906) | (73.2)% | | **Total Net Revenue** | **$183,866** | **$222,154** | **$(38,288)** | **(17.2)%** | [Operating Expenses (Excluding Non-Cash Items)](index=10&type=section&id=Operating%20Expenses%20(Excluding%20Non-Cash%20Items)) Operating expenses, excluding depreciation, amortization, stock-based compensation, and impairment, decreased by approximately **$15.2 million (16.3%)** for Q2 2025, primarily due to lower expenses across most segments and reduced third-party professional fees Operating Expenses (Excluding Non-Cash Items) | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------------------------------------------------------------------ | :------------------- | :------------------- | :--------- | :--------- | | Operating expenses (excluding D&A, stock-based comp, and impairment) | $78,100 | $93,300 | $(15,200) | (16.3)% | - The decrease was primarily due to lower expenses across most segments and lower third-party professional fees[14](index=14&type=chunk) [Impairment of Goodwill and Intangible Assets](index=10&type=section&id=Impairment%20of%20Goodwill%20and%20Intangible%20Assets) Impairment losses significantly increased to **$130.1 million** in Q2 2025, primarily driven by a **$121.3 million** impairment of radio broadcasting licenses within the Radio Broadcasting segment due to declining market revenues and operating profit margins, leading to a change in their useful life to finite-lived assets Impairment of Goodwill and Intangible Assets | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :--------- | :--------- | | Impairment of goodwill and intangible assets | $130,078 | $80,758 | $49,320 | 61.1% | - The Q2 2025 impairment loss was driven by approximately **$121.3 million** of impairment of radio broadcasting licenses within the Radio Broadcasting segment, **$4.9 million** within the Digital reporting unit, and **$3.9 million** in the Radio Broadcasting reporting units[15](index=15&type=chunk) - Primary factors leading to impairment were a continued decline of projected gross market revenues and a decline in operating profit margin, along with ongoing declines in national and local radio listenership[15](index=15&type=chunk) - Effective June 1, 2025, the Company prospectively changed the useful life of radio broadcasting licenses from indefinite-lived to finite-lived intangible assets, recording amortization expense of **$1.3 million** for Q2 2025[15](index=15&type=chunk) [Depreciation and Amortization](index=10&type=section&id=Depreciation%20and%20Amortization) Depreciation and amortization expense increased by **$0.5 million (17.7%)** to **$3.5 million** in Q2 2025, primarily due to TV One Trade Name amortization and new radio broadcasting license amortization, partially offset by lower depreciation on leasehold improvements Depreciation and Amortization Expense | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | Depreciation and amortization | $3,523 | $2,993 | $530 | 17.7% | - The increase was due to TV One Trade Name amortization and radio broadcasting license amortization, offset by additional depreciation on leasehold improvements during Q2 2024[16](index=16&type=chunk) [Interest and Investment Income](index=10&type=section&id=Interest%20and%20Investment%20Income) Interest and investment income decreased by **$1.2 million (65.3%)** to **$0.6 million** in Q2 2025, driven by lower cash and cash equivalents balances compared to the prior year Interest and Investment Income | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | Interest and investment income | $616 | $1,777 | $(1,161) | (65.3)% | - The decrease was driven by lower cash and cash equivalents balances during Q2 2025[17](index=17&type=chunk) [Interest Expense and Debt Retirement](index=10&type=section&id=Interest%20Expense%20and%20Debt%20Retirement) Interest expense decreased by **$2.7 million (21.8%)** to **$9.7 million** in Q2 2025, as the company repurchased **$64.0 million** of its 2028 Notes at approximately **51.8% of par**, resulting in a significant net gain on retirement of debt of **$30.3 million** Interest Expense and Gain on Retirement of Debt | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | Interest expense | $9,704 | $12,404 | $(2,700) | (21.8)% | | Gain on retirement of debt | $30,297 | $7,425 | $22,872 | 308.0% | - During Q2 2025, the Company repurchased approximately **$64.0 million** of its 2028 Notes at a weighted average price of approximately **51.8% of par**[18](index=18&type=chunk) [Benefit from Income Taxes](index=10&type=section&id=Benefit%20from%20Income%20Taxes) For Q2 2025, the company recorded a benefit from income taxes of **$21.4 million** on a pre-tax loss of **$99.4 million**, resulting in an effective tax rate of **21.5%**, which included **$6.4 million** of discrete tax expense related to the change in accounting estimate for radio broadcasting licenses Benefit from Income Taxes | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | | :-------------------------- | :------------------- | :------------------- | | Benefit from income taxes | $21,382 | $18,512 | | Pre-tax loss | $(99,351) | $(63,609) | | Annual effective tax rate | 21.5% | 29.1% | - The Q2 2025 effective tax rate includes **$6.4 million** of discrete tax expense related to the change of accounting estimate for radio broadcasting licenses[19](index=19&type=chunk) [Capital Expenditures](index=10&type=section&id=Capital%20Expenditures) Capital expenditures for Q2 2025 were **$1.2 million**, representing a decrease of **$1.0 million (45.5%)** from **$2.2 million** in Q2 2024 Capital Expenditures | Metric | Q2 2025 (in thousands) | Q2 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------- | :------------------- | :--------- | :--------- | | Capital expenditures | $1,200 | $2,200 | $(1,000) | (45.5)% | [Share Repurchases](index=10&type=section&id=Share%20Repurchases) In Q2 2025, Urban One repurchased **226,041 shares** of Class A Common Stock for **$0.4 million** and **200,549 shares** of Class D Common Stock for **$0.1 million**, indicating decreased repurchase activity compared to Q2 2024 Share Repurchases (Three Months Ended June 30) | Share Class | Q2 2025 Shares | Q2 2025 Amount (in thousands) | Q2 2025 Avg Price | Q2 2024 Shares | Q2 2024 Amount (in thousands) | Q2 2024 Avg Price | | :---------------- | :------------- | :---------------------------- | :---------------- | :------------- | :---------------------------- | :---------------- | | Class A Common Stock | 226,041 | $400 | $1.63 | 449,277 | $900 | $2.06 | | Class D Common Stock | 200,549 | $100 | $0.59 | 113,283 | $200 | $1.57 | [Per Share Data and Non-GAAP Reconciliations](index=6&type=section&id=Per%20Share%20Data%20and%20Non-GAAP%20Reconciliations) This section presents per share data and reconciliations of non-GAAP financial measures, including Broadcast and Digital Operating Income and Adjusted EBITDA, highlighting significant declines in profitability metrics [Per Share Data (Basic and Diluted)](index=6&type=section&id=Per%20Share%20Data%20(Basic%20and%20Diluted)) Net loss attributable to common stockholders per share (basic and diluted) increased significantly to **$(1.74)** for Q2 2025 and to **$(2.00)** for the six months ended June 30, 2025, reflecting a substantial widening of losses Net Loss Attributable to Common Stockholders Per Share (Basic and Diluted) | Period | 2025 | 2024 | Change | | :-------------------------- | :----- | :----- | :----- | | Three Months Ended June 30 | $(1.74) | $(0.94) | $(0.80) | | Six Months Ended June 30 | $(2.00) | $(0.78) | $(1.22) | - Weighted-average shares outstanding (basic) decreased from **48,483,639** in Q2 2024 to **44,738,306** in Q2 2025[7](index=7&type=chunk) [Broadcast and Digital Operating Income Reconciliation](index=6&type=section&id=Broadcast%20and%20Digital%20Operating%20Income%20Reconciliation) Broadcast and digital operating income decreased by **25.0%** to **$25.7 million** in Q2 2025 and by **26.5%** to **$48.7 million** for the six months ended June 30, 2025, primarily due to overall net revenue decline and increased impairment charges Broadcast and Digital Operating Income | Period | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Three Months Ended June 30 | $25,664 | $34,196 | $(8,532) | (25.0)% | | Six Months Ended June 30 | $48,680 | $66,210 | $(17,530) | (26.5)% | - Broadcast and digital operating income is a non-GAAP measure used by management to evaluate the operating performance of core operating segments, excluding expenses associated with fixed assets, goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead, and stock-based compensation[30](index=30&type=chunk) [Adjusted EBITDA Reconciliation](index=6&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA decreased by **51.7%** to **$14.0 million** in Q2 2025 and by **47.6%** to **$26.8 million** for the six months ended June 30, 2025, reflecting challenging market conditions and revenue declines across most segments Adjusted EBITDA | Period | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :-------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Three Months Ended June 30 | $13,960 | $28,922 | $(14,962) | (51.7)% | | Six Months Ended June 30 | $26,817 | $51,179 | $(24,362) | (47.6)% | - Adjusted EBITDA is a non-GAAP measure used by management to evaluate operating performance, excluding items such as depreciation and amortization, income taxes, interest expense, and impairment of intangible assets[30](index=30&type=chunk) - In 2024, an immaterial change was made to the definition of Adjusted EBITDA by adding back the loss from ceased non-core operations, with all historical periods recast to reflect this change[9](index=9&type=chunk) [Balance Sheet and Leverage](index=8&type=section&id=Balance%20Sheet%20and%20Leverage) This section provides an overview of Urban One's balance sheet and leverage position, highlighting decreases in cash, total assets, and equity, alongside a reduction in total debt [Selected Consolidated Balance Sheet Data](index=8&type=section&id=Selected%20Consolidated%20Balance%20Sheet%20Data) As of June 30, 2025, cash and cash equivalents decreased by **37.3%**, total assets declined by **22.8%** primarily due to reduced intangible assets, and total stockholders' equity saw a substantial **51.9%** reduction, alongside decreases in total debt and liabilities Selected Consolidated Balance Sheet Data (as of June 30, 2025 vs Dec 31, 2024) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change ($) | Change (%) | | :------------------------------------ | :----------------------------- | :----------------------------- | :--------- | :--------- | | Cash and cash equivalents and restricted cash | $86,217 | $137,574 | $(51,357) | (37.3)% | | Intangible assets, net | $345,524 | $490,024 | $(144,500) | (29.5)% | | Total assets | $729,227 | $944,790 | $(215,563) | (22.8)% | | Total debt | $488,396 | $579,069 | $(90,673) | (15.7)% | | Total liabilities | $644,468 | $765,857 | $(121,389) | (15.9)% | | Total stockholders' equity | $82,182 | $170,945 | $(88,763) | (51.9)% | - Intangible assets, net, include Goodwill, Radio Broadcasting Licenses, net, Other Intangible Assets, net, and Launch Assets[10](index=10&type=chunk) [Selected Leverage Data](index=8&type=section&id=Selected%20Leverage%20Data) As of June 30, 2025, the company's total debt primarily consisted of **$488.4 million** in **7.375%** senior secured notes due February 2028 Selected Leverage Data (as of June 30, 2025) | Debt Instrument | Amount (in thousands) | Applicable Interest Rate | | :------------------------------------------------------------------------------------------------ | :-------------------- | :----------------------- | | 7.375% senior secured notes due February 2028, net of issuance costs of approximately $3.9 million | $488,396 | 7.375% | [Corporate Information and Disclosures](index=8&type=section&id=Corporate%20Information%20and%20Disclosures) This section provides essential corporate information, including cautionary notes on forward-looking statements, a company overview, definitions of non-GAAP financial measures, and conference call details [Cautionary Note Regarding Forward-Looking Statements](index=8&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) This section advises that the press release contains forward-looking statements based on management's current expectations, which involve known and unknown risks and uncertainties that could cause actual results to differ materially, and refers readers to Urban One's SEC filings for important factors - The press release includes forward-looking statements based on management's current expectations[11](index=11&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[11](index=11&type=chunk) - Readers are referred to Urban One's reports on Forms 10-K, 10-Q, 8-K and other SEC filings for important factors[11](index=11&type=chunk) - Urban One does not undertake any duty to update any forward-looking statements[11](index=11&type=chunk) [Company Overview](index=15&type=section&id=Company%20Overview) Urban One, Inc. is the largest diversified media company primarily targeting Black Americans and urban consumers in the U.S., with assets including TV One, **74 broadcast stations**, syndicated programming via Reach Media, and digital platforms like iOne Digital - Urban One, Inc. is the largest diversified media company primarily targeting Black Americans and urban consumers in the United States[29](index=29&type=chunk) - The Company owns TV One, LLC, a television network serving over **35 million households**[29](index=29&type=chunk) - As of June 30, 2025, the Company owned and/or operated **74 independently formatted, revenue producing broadcast stations** in **13 of the most populous African-American markets**[29](index=29&type=chunk) - Through its controlling interest in Reach Media, Inc., the Company operates syndicated programming including the Rickey Smiley Morning Show and the DL Hughley Show[29](index=29&type=chunk) - Urban One owns iOne Digital, a wholly owned digital platform serving the African American community through social content, news, information, and entertainment websites, including Cassius, Bossip, HipHopWired, and MadameNoire[29](index=29&type=chunk) [Non-GAAP Financial Measures Definitions](index=15&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section defines and explains the non-GAAP financial measures "Broadcast and digital operating income" and "Adjusted EBITDA," clarifying their use by management to evaluate core operating performance while excluding certain non-operating, non-cash, or corporate overhead items - Broadcast and digital operating income is a non-GAAP measure used by management to evaluate the operating performance of core operating segments, excluding items such as depreciation and amortization, income taxes, interest expense, and impairment of intangible assets[30](index=30&type=chunk) - Adjusted EBITDA is a non-GAAP measure that consists of net (loss) income plus depreciation and amortization, income taxes, interest expense, impairment of intangible assets, stock-based compensation, gain/loss on retirement of debt, corporate development costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives, less other income, net and interest and investment income[30](index=30&type=chunk) - Both Broadcast and digital operating income and Adjusted EBITDA do not represent operating income or cash flow from operating activities as defined under GAAP and should not be considered as alternatives to those measurements[30](index=30&type=chunk) [Conference Call Information](index=15&type=section&id=Conference%20Call%20Information) Urban One, Inc. scheduled a conference call for August 13, 2025, at 10:00 a.m. EDT to discuss its Q2 2025 results, with replay information and web access details provided - A conference call to discuss Q2 2025 results was scheduled for Wednesday, August 13, 2025, at **10:00 a.m. EDT**[27](index=27&type=chunk) - U.S. callers could dial toll-free **(+1) 888-596-4144**; international callers could dial direct **(+1) 646-968-2525**, with Access Code **3660282**[27](index=27&type=chunk) - A replay of the conference call was available from August 13, 2025, until August 20, 2025, via phone and on Urban One's corporate website at **www.urban1.com**[28](index=28&type=chunk)

Financial Data and Key Metrics Changes - Consolidated net revenue for the quarter was approximately $91.6 million, down 22.2% year over year [8] - Net loss was approximately $77.9 million or $1.74 per share, compared to a net loss of $45.4 million or $0.94 per share for the previous year [18] - Consolidated adjusted EBITDA was $14 million for the second quarter, down 51.7% [15] Business Line Data and Key Metrics Changes - Radio Broadcast segment net revenue was $36.7 million, a decrease of 12.6% year on year [8] - Reach Media segment net revenue was $5.3 million, down 71.9% from the prior year [10] - Digital segment revenues were down 27.1% at $10.3 million, impacted by the loss of an exclusive third-party audio streaming deal [11] - Cable Television segment revenue was approximately $40.1 million, a decrease of 7.5% [12] Market Data and Key Metrics Changes - Local advertising sales were down 5.6% against a market that was down 11% [9] - National ad sales were down 23.6% against a market that was down 13.1% [9] - Cable subscribers for TV One decreased to 34.3 million from 35.6 million at the end of Q1 [12] Company Strategy and Development Direction - The company revised its full-year guidance down from $75 million to $60 million due to headwinds [6] - Management is focused on cost cuts and rightsizing, with plans to implement changes by the end of Q3 [6][7] - The company is prioritizing debt reduction and expense management, with a focus on maintaining cash flow [27] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a tough quarter but noted that the TV business is performing better than originally budgeted [5][6] - The company is experiencing significant headwinds in radio and digital businesses, particularly in national advertising [7][40] - Management indicated that the decline in revenue is partly due to the pullback in DEI dollars and the impact of AI on marketing strategies [40][43] Other Important Information - The company repurchased $64 million of its 2028 notes, reducing overall debt balances [17] - Total gross debt was approximately $492.3 million, with unrestricted cash of $85.7 million, resulting in a net leverage ratio of 5.14x [18] Q&A Session Summary Question: Are the improved EBITDA margins in the cable TV segment due to cost-cutting initiatives? - Management indicated that the margin improvement is primarily a timing issue rather than a direct result of cost cuts [20][21] Question: What should be expected from the second round of cost cuts? - Management stated that the impact of the second round of cost cuts will likely be seen in 2026, and they are still in the process of determining the specifics [22][23] Question: How is the company approaching debt buybacks given the recent bond price increases? - Management confirmed that their focus remains on debt reduction and expense management, with no immediate plans for further debt buybacks [26][27] Question: Will the reduction in sales and marketing expenses be the new normal? - Management noted that while there is a timing difference affecting expenses, they are tightening their belts and do not expect a major rebound in those costs [34][35] Question: What is the status of the company's available credit line? - Management confirmed that the credit line is fully available and they are in compliance with the maintenance covenant [44][45]

[Form 10-Q Filing Information](index=1&type=section&id=Form%2010-Q%20Filing%20Information) This section identifies Urban One, Inc. as a non-accelerated filer and a smaller reporting company, detailing its common stock outstanding - Urban One, Inc. is a **non-accelerated filer** and a **smaller reporting company**[3](index=3&type=chunk)[4](index=4&type=chunk) Common Stock Outstanding at August 7, 2025 | Class | Outstanding at August 7, 2025 | | :--- | :--- | | Class A Common Stock, $.001 Par Value | 6,182,131 | | Class B Common Stock, $.001 Par Value | 2,861,843 | | Class C Common Stock, $.001 Par Value | 2,045,016 | | Class D Common Stock, $.001 Par Value | 34,286,968 | [Certain Definitions and Forward-Looking Statements](index=3&type=section&id=CERTAIN%20DEFINITIONS) This section defines company references and outlines the inherent risks and uncertainties associated with forward-looking statements - Urban One, Inc. and its subsidiaries are referred to as 'Urban One,' 'the Company,' 'we,' 'our,' and 'us' throughout the report[11](index=11&type=chunk) - Forward-looking statements are subject to risks and uncertainties, including recession, economic volatility, financial market unpredictability, fluctuations in local economies, increased costs (tariffs, inflation, music royalty fees), business diversification strategy risks, and regulatory changes by the FCC[13](index=13&type=chunk)[16](index=16&type=chunk) [Part I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Condensed Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section provides the unaudited condensed consolidated financial statements, including statements of operations, comprehensive loss, balance sheets, changes in stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, revenue recognition, fair value measurements, and other financial details for the three and six months ended June 30, 2025 and 2024 [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $91,631 | $117,744 | (22.2%) | | Operating Loss | $(120,684) | $(60,421) | 99.7% | | Net Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | 71.5% | | Basic EPS | $(1.74) | $(0.94) | 85.1% | Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $183,866 | $222,154 | (17.2%) | | Operating Loss | $(118,586) | $(47,533) | *NM | | Net Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | *NM | | Basic EPS | $(2.00) | $(0.78) | 156.4% | [Condensed Consolidated Statements of Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)) This section presents the unaudited condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Loss (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net Loss | $(77,969) | $(45,097) | | Comprehensive Loss | $(77,969) | $(45,097) | | Comprehensive Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | Condensed Consolidated Statements of Comprehensive Loss (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net Loss | $(89,708) | $(37,362) | | Comprehensive Loss | $(89,708) | $(37,362) | | Comprehensive Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the unaudited condensed consolidated balance sheets as of June 30, 2025, compared to December 31, 2024 Condensed Consolidated Balance Sheets (As of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | $729,227 | $944,790 | $(215,563) | | Total Liabilities | $644,468 | $765,857 | $(121,389) | | Total Stockholders' Equity | $82,182 | $170,945 | $(88,763) | | Cash and cash equivalents | $85,732 | $137,090 | $(51,358) | | Radio Broadcasting Licenses, Net | $128,705 | $257,759 | $(129,054) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section presents the unaudited condensed consolidated statements of changes in stockholders' equity for the six months ended June 30, 2025 Changes in Stockholders' Equity (Six Months Ended June 30, 2025) | Metric | Amount (in thousands) | | :--- | :--- | | Balance, as of December 31, 2024 | $170,945 | | Net loss attributable to Urban One | $(89,644) | | Stock-based compensation expense | $978 | | Repurchase of Class A common stock | $(1,035) | | Repurchase of Class D common stock | $(383) | | Total Stockholders' Equity, as of June 30, 2025 | $82,182 | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Activity | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash flows provided by operating activities | $8,290 | $3,685 | $4,605 | | Net cash flows used in investing activities | $(4,215) | $(319) | $(3,896) | | Net cash flows used in financing activities | $(55,432) | $(104,564) | $49,132 | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(51,357) | $(101,198) | $49,841 | [Notes to the Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed notes to the unaudited condensed consolidated financial statements, covering organization, accounting policies, revenue, earnings per share, fair value, content assets, related party transactions, goodwill, long-term debt, income taxes, stockholders' equity, segment information, commitments, and subsequent events [Note 1. Organization](index=14&type=section&id=Note%201.%20ORGANIZATION) This note describes Urban One's business, target market, operational segments, and media platforms - Urban One is an urban-oriented, multi-media company primarily targeting **African-American and urban consumers**[32](index=32&type=chunk) - The company operates **74 broadcast stations** in 13 major African-American markets, two cable television networks (TV One and CLEO TV), syndicated programming (Reach Media), and digital platforms (Interactive One, iONE Digital)[32](index=32&type=chunk) - The company's operations are divided into four reportable segments: **Radio Broadcasting, Reach Media, Digital, and Cable Television**[34](index=34&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=Note%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the significant accounting policies, including GAAP conformity, changes in useful lives of intangible assets, and seasonal fluctuations - The unaudited condensed consolidated financial statements are prepared in conformity with **GAAP and SEC rules** for interim financial information[35](index=35&type=chunk) - Effective June 1, 2025, the useful life of radio broadcasting licenses changed from indefinite to finite (**9 to 18 years**) due to industry and macroeconomic conditions, resulting in accelerated amortization[47](index=47&type=chunk) - Effective January 1, 2025, the useful life of the TV One Trade Name changed from indefinite to finite (**20 years**) due to industry and macroeconomic conditions, resulting in accelerated amortization[49](index=49&type=chunk) - The company's results are subject to seasonal fluctuations, with revenues typically lowest in the first calendar quarter and higher in even years due to political activity[38](index=38&type=chunk) [Note 3. Net Revenue](index=20&type=section&id=Note%203.%20NET%20REVENUE) This note details the company's net revenue by segment for the three and six months ended June 30, 2025 and 2024, including reclassification impacts Net Revenue by Segment (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $36,693 | $41,999 | (12.6%) | | Reach Media | $5,315 | $18,929 | (71.9%) | | Digital | $10,254 | $14,072 | (27.2%) | | Cable Television | $40,070 | $43,312 | (7.5%) | | Consolidated Net Revenue | $91,631 | $117,744 | (22.2%) | Net Revenue by Segment (Six Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $69,303 | $78,350 | (11.6%) | | Reach Media | $11,168 | $27,401 | (59.2%) | | Digital | $20,466 | $26,260 | (22.1%) | | Cable Television | $84,263 | $91,317 | (7.7%) | | Consolidated Net Revenue | $183,866 | $222,154 | (17.2%) | - Effective January 1, 2025, a portion of CTV offering revenues was reclassified from the Digital segment to the Cable Television segment[57](index=57&type=chunk) [Note 4. Earnings Per Share](index=22&type=section&id=Note%204.%20EARNINGS%20PER%20SHARE) This note provides details on basic and diluted earnings per share, including the impact of anti-dilutive securities Net Loss Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Basic EPS | $(1.74) | $(0.94) | | Diluted EPS | $(1.74) | $(0.94) | Net Loss Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Basic EPS | $(2.00) | $(0.78) | | Diluted EPS | $(2.00) | $(0.78) | - Approximately **6.1 million** and **6.0 million** potentially dilutive securities for the three and six months ended June 30, 2025, respectively, were excluded from diluted EPS computation as they were anti-dilutive[65](index=65&type=chunk) [Note 5. Fair Value Measurements](index=24&type=section&id=Note%205.%20FAIR%20VALUE%20MEASUREMENTS) This note details the fair value measurements of financial instruments, including employment agreement awards, redeemable non-controlling interests, and cash equivalents Fair Value Measurements (As of June 30, 2025 vs. December 31, 2024) | Item | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Employment Agreement Award (Level 3 Liability) | $11,738 | $10,426 | | Redeemable non-controlling interests (Level 3 Mezzanine Equity) | $2,577 | $7,988 | | Cash equivalents - money market funds (Level 1 Asset) | $56,980 | $102,258 | - The Employment Agreement Award's fair value is measured using discounted cash flow and market approaches, with key inputs including **discount rate (11.5%)**, operating profit margin (**20.0%-38.1%**), and revenue growth rate (**(7.8)%-(2.0)%**)[68](index=68&type=chunk)[71](index=71&type=chunk) - Redeemable non-controlling interests are valued using a discounted cash flow methodology, with a **discount rate of 15.5%** and operating profit margin range of **6.8%-21.7%** as of June 30, 2025[71](index=71&type=chunk) [Note 6. Content Assets](index=27&type=section&id=Note%206.%20CONTENT%20ASSETS) This note provides a breakdown of content assets, net, and total content amortization for the periods presented Content Assets, Net (As of June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Licensed Content, net | $22,748 | $25,389 | | Produced Content, net (Completed) | $89,715 | $86,367 | | Content assets, net | $120,941 | $123,729 | | Less: current portion | $(37,308) | $(36,861) | | Noncurrent portion | $83,633 | $86,868 | Total Content Amortization (Six Months Ended June 30) | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Content amortization - acquired | $6,891 | $6,698 | | Content amortization - produced | $12,592 | $15,845 | | Total content amortization | $19,483 | $22,543 | [Note 7. Related Party Transactions](index=27&type=section&id=Note%207.%20RELATED%20PARTY%20TRANSACTIONS) This note describes transactions with related parties, including the Fantastic Voyage® event and the CEO's board membership at BMI - Reach Media operates the Fantastic Voyage® fundraising event for the Tom Joyner Foundation, bearing the risk of loss and credit risk[74](index=74&type=chunk) - The Foundation owed Reach Media approximately **$1.0 million** as of December 31, 2024, under the Fantastic Voyage® agreement[75](index=75&type=chunk) - Urban One's CEO, Alfred C. Liggins, III, was a compensated board member of BMI until its sale on February 8, 2024, which resulted in cash proceeds of approximately **$0.8 million** for the Company[77](index=77&type=chunk) [Note 8. Goodwill and Other Intangible Assets](index=28&type=section&id=Note%208.%20GOODWILL%20AND%20OTHER%20INTANGIBLE%20ASSETS) This note provides goodwill carrying values by segment and details impairment losses and changes in useful lives for intangible assets Goodwill Carrying Values by Segment (As of June 30, 2025 vs. December 31, 2024) | Segment | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Radio Broadcasting | $26,121 | $29,979 | | Reach Media | $14,354 | $14,354 | | Digital | $1,676 | $7,222 | | Cable Television | $145,525 | $144,870 | | Total Net Goodwill | $187,676 | $196,425 | - Impairment losses of approximately **$4.9 million** for Digital and **$3.9 million** for Radio Broadcasting goodwill were recorded during the three months ended June 30, 2025[78](index=78&type=chunk) - An impairment loss of approximately **$121.3 million** was recognized for radio broadcasting licenses during the three months ended June 30, 2025, and **$127.8 million** for the six months ended June 30, 2025[82](index=82&type=chunk) - Radio broadcasting licenses (carrying value **$129.9 million**) are now amortized over **9 to 18 years**, and the TV One Trade Name (carrying value **$26.6 million**) over **20 years**, effective June 1, 2025, and January 1, 2025, respectively[84](index=84&type=chunk)[87](index=87&type=chunk) [Note 9. Long-Term Debt](index=31&type=section&id=Note%209.%20LONG-TERM%20DEBT) This note details the company's long-term debt, including 2028 Notes, repurchases, and the ABL facility, along with future principal payments Long-Term Debt (As of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | 2028 Notes (Total Debt) | $492,336 | $584,575 | | Less: issuance discount and issuance costs | $(3,940) | $(5,506) | | Long-term debt, net | $488,396 | $579,069 | - The company repurchased **$64.0 million** of its 2028 Notes at **51.8% of par** during Q2 2025, resulting in a **$30.3 million gain** on retirement of debt[96](index=96&type=chunk)[160](index=160&type=chunk)[174](index=174&type=chunk) - For the six months, **$92.2 million** was repurchased at **53.7% of par**, yielding a **$41.9 million gain**[96](index=96&type=chunk)[160](index=160&type=chunk)[174](index=174&type=chunk) - The Current ABL Facility provides up to **$50.0 million** in revolving loan borrowings, with no outstanding balance as of June 30, 2025[98](index=98&type=chunk) Future Minimum Principal Payments of Debt (As of June 30, 2025) | Year | 2028 Notes (in thousands) | | :--- | :--- | | July-December 2025 | $— | | 2026 | $— | | 2027 | $— | | 2028 | $492,336 | | 2029 | $— | | Total debt | $492,336 | [Note 10. Income Taxes](index=34&type=section&id=Note%2010.%20INCOME%20TAXES) This note discusses the company's income tax benefit, effective tax rate, and valuation allowance for deferred tax assets - For the six months ended June 30, 2025, the company recorded a **benefit from income taxes of approximately $5.7 million** on a pre-tax loss of **$95.4 million**, resulting in an effective tax rate of **6.0%**[105](index=105&type=chunk) - The effective tax rate includes approximately **$14.6 million of discrete tax expense** related to valuation allowance for net operating losses and **$6.6 million** related to the change in accounting estimate for radio broadcasting licenses[105](index=105&type=chunk) - The company maintains a valuation allowance on its net deferred tax assets, particularly for net operating losses and disallowed interest expense[106](index=106&type=chunk) [Note 11. Stockholders' Equity](index=35&type=section&id=Note%2011.%20STOCKHOLDERS%20EQUITY) This note covers stockholders' equity, including the approval of a reverse stock split and details of stock repurchases - Stockholders approved a reverse stock split for Class A and Class D common stock, with the ratio (one-for-two to one-for-30) and timing to be determined by the Board's Audit Committee[109](index=109&type=chunk)[135](index=135&type=chunk) Stock Repurchases Under 2024 Stock Repurchase Program (Six Months Ended June 30, 2025) | Class | Shares Repurchased | Average Price Paid Per Share | Total Cost (in thousands) | | :--- | :--- | :--- | :--- | | Class A Common Stock | 675,293 | $1.53 | $1,035 | | Class D Common Stock | 405,195 | $0.70 | $285 | | Remaining Authorization | | | $12,200 | [Note 12. Segment Information](index=36&type=section&id=Note%2012.%20SEGMENT%20INFORMATION) This note provides financial information by reportable segment, including net revenue and Adjusted EBITDA, and discusses segment reclassification - Urban One operates four reportable segments: **Radio Broadcasting, Reach Media, Digital, and Cable Television**[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - Effective January 1, 2025, the CTV offering was reclassified from the Digital segment to the Cable Television segment[116](index=116&type=chunk) - Segment performance is evaluated based on **net revenue and Adjusted EBITDA**[120](index=120&type=chunk) Segment Adjusted EBITDA (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $6,938 | $9,495 | (26.9%) | | Reach Media | $(1,651) | $3,457 | *NM | | Digital | $(146) | $2,714 | *NM | | Cable Television | $18,056 | $16,022 | 12.7% | | Total Segment Adjusted EBITDA | $23,197 | $31,688 | (26.8%) | Segment Adjusted EBITDA (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $9,786 | $15,129 | (35.3%) | | Reach Media | $(2,202) | $5,287 | *NM | | Digital | $(88) | $5,061 | *NM | | Cable Television | $36,648 | $35,323 | 3.7% | | Total Segment Adjusted EBITDA | $44,144 | $60,800 | (27.4%) | [Note 13. Commitments and Contingencies](index=39&type=section&id=Note%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the company's commitments and contingencies, including license renewals, music royalty negotiations, and a cybersecurity incident - Radio broadcasting licenses expire between **October 2027 and August 2030**, with renewal applications subject to third-party challenges[124](index=124&type=chunk) - Ongoing negotiations with performing rights organizations (ASCAP, BMI, SESAC) could lead to **increased music license fees**[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - Reach Media's non-controlling interest shareholders exercised their annual Put Right for approximately **$3.2 million** on February 14, 2025, increasing Urban One's interest to **94.6%**[128](index=128&type=chunk) - The company is investigating a cybersecurity incident from February 2025 but does not expect a **material impact** on its business, operations, or financial results[132](index=132&type=chunk) [Note 14. Subsequent Events](index=41&type=section&id=Note%2014.%20SUBSEQUENT%20EVENTS) This note reports on events occurring after the reporting period, including stock repurchases and a NASDAQ compliance extension - From July 1, 2025, through the filing date, the company repurchased **145,269 shares of Class A common stock for $0.3 million** and **307,690 shares of Class D common stock for $0.2 million**[133](index=133&type=chunk) - NASDAQ granted an extension until **February 9, 2026**, for the company to regain compliance with the **$1.00 minimum bid price requirement** for its Class D common stock, with a reverse stock split being a potential measure[134](index=134&type=chunk)[136](index=136&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance, condition, and operational results for the three and six months ended June 30, 2025, compared to the prior year. It details revenue and expense drivers, non-GAAP financial measures, liquidity, capital resources, and critical accounting estimates [Introduction](index=42&type=section&id=Introduction) This introduction outlines the primary revenue sources, expense categories, and seasonal factors affecting the company's financial results - Core radio business revenue is primarily derived from the sale of advertising time and program sponsorships, influenced by advertising rates, audience share, market competition, and demand[138](index=138&type=chunk) - Net revenue is gross revenue, net of local and national agency and outside sales representative commissions[140](index=140&type=chunk) - Significant expenses include employee salaries and commissions, programming, marketing, rental of premises, music license royalty fees, and content amortization[147](index=147&type=chunk) - The company's results are subject to seasonal fluctuations, with revenues generally lowest in the first calendar quarter and higher in even years due to political activity[38](index=38&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) This section analyzes the company's consolidated net revenue, net loss, and key drivers for changes in financial performance for the three and six months ended June 30, 2025 and 2024 Consolidated Net Revenue and Net Loss (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $91,631 | $117,744 | (22.2%) | | Net Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | 71.5% | Consolidated Net Revenue and Net Loss (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $183,866 | $222,154 | (17.2%) | | Net Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | *NM | - Key drivers for revenue decrease include weaker market demand from national advertisers, lower event revenues (Reach Media's Fantastic Voyage cruise timing), decreased national digital sales, and subscriber churn in Cable Television[152](index=152&type=chunk)[166](index=166&type=chunk) - Operating expenses increased due to a **$49.3 million increase** in impairment of goodwill and intangible assets for the three months ended June 30, 2025, and a **$55.8 million increase** for the six months ended June 30, 2025[157](index=157&type=chunk)[171](index=171&type=chunk) - Interest expense decreased by **$2.7 million (QoQ)** and **$4.8 million (YoY)** due to lower overall debt balances outstanding[159](index=159&type=chunk)[173](index=173&type=chunk) - Gain on retirement of debt was **$30.3 million (QoQ)** and **$41.9 million (YoY)** due to repurchases of 2028 Notes at a discount[160](index=160&type=chunk)[174](index=174&type=chunk) [Non-GAAP Financial Measures](index=57&type=section&id=Non-GAAP%20Financial%20Measures) This section presents non-GAAP financial measures, including Broadcast and Digital Operating Income and Adjusted EBITDA, and their reconciliation to GAAP measures - Broadcast and Digital Operating Income decreased by **25.0% to $25.7 million** for Q2 2025 and by **26.5% to $48.7 million** for H1 2025[182](index=182&type=chunk)[183](index=183&type=chunk) - Adjusted EBITDA decreased by **51.7% to $14.0 million** for Q2 2025 and by **47.6% to $26.8 million** for H1 2025[185](index=185&type=chunk) Broadcast and Digital Operating Income (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $6,938 | $10,800 | (35.7%) | | Reach Media | $(900) | $4,300 | *NM | | Digital | $(100) | $2,900 | *NM | | Cable Television | $19,800 | $16,000 | 23.8% | | Total Broadcast and Digital Operating Income | $25,664 | $34,196 | (25.0%) | Adjusted EBITDA (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $26,817 | $51,179 | (47.6%) | | Net Loss to Common Stockholders | $(89,644) | $(37,938) | *NM | [Liquidity and Capital Resources](index=61&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) This section discusses the company's cash position, available credit, and activities related to debt and stock repurchases - Cash, cash equivalents, and restricted cash decreased to **$86.2 million** as of June 30, 2025, from **$137.6 million** at the beginning of the period[187](index=187&type=chunk)[31](index=31&type=chunk) - The Current ABL Facility has **$50.0 million** in capacity and no outstanding borrowings as of June 30, 2025[187](index=187&type=chunk)[203](index=203&type=chunk) - The company repurchased **$92.2 million** of its 2028 Notes for **$49.5 million cash** during the six months ended June 30, 2025[201](index=201&type=chunk)[212](index=212&type=chunk) - The company repurchased **$1.7 million** of Class A and D Common Stock during the six months ended June 30, 2025, under the 2024 Stock Repurchase Program[212](index=212&type=chunk) - Net cash flows provided by operating activities increased to **$8.3 million** for the six months ended June 30, 2025, from **$3.7 million** in the prior year, due to increased accounts receivable collection and lower content payments[210](index=210&type=chunk) [Critical Accounting Policies](index=66&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) This section highlights the company's critical accounting policies, noting any significant changes from previous filings - No significant changes in critical accounting policies from the 2024 Form 10-K, except for the change in useful lives of radio broadcasting licenses[214](index=214&type=chunk) [Critical Accounting Estimates](index=66&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) This section discusses critical accounting estimates, focusing on impairment losses for intangible assets and changes in their useful lives - Impairment loss of approximately **$127.8 million** was recognized for radio broadcasting licenses during the six months ended June 30, 2025, due to declining market revenues and operating profit margins[218](index=218&type=chunk) - Radio broadcasting licenses' useful life changed from indefinite to finite (**9-18 years**) effective June 1, 2025, resulting in **$1.3 million amortization expense** for the six months ended June 30, 2025[224](index=224&type=chunk) - TV One Trade Name's useful life changed from indefinite to finite (**20 years**) effective January 1, 2025, resulting in **$1.3 million amortization expense** for the six months ended June 30, 2025[226](index=226&type=chunk) - Goodwill impairment losses of approximately **$3.9 million** for Radio Broadcasting and **$4.9 million** for Digital (iOne reporting unit) were recorded during the three months ended June 30, 2025, due to revenue and operating profit margin declines[228](index=228&type=chunk)[229](index=229&type=chunk)[235](index=235&type=chunk) [Recent Accounting Pronouncements](index=71&type=section&id=RECENT%20ACCOUNTING%20PRONOUNCEMENTS) This section outlines recent accounting pronouncements and the company's ongoing evaluation of their potential impact on financial statements - The company is evaluating the impact of ASU No. 2023-09 (Income Tax Disclosures), ASU No. 2024-03 (Disaggregation of Income Statement Expenses), and ASU No. 2025-03 (Business Combinations and Consolidation) on its financial statements[54](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [Capital and Commercial Commitments](index=73&type=section&id=CAPITAL%20AND%20COMMERCIAL%20COMMITMENTS) This section details the company's capital and commercial commitments, including debt obligations, license expirations, and ongoing contractual agreements - Radio broadcasting licenses expire between **October 2027 and August 2030**[240](index=240&type=chunk) - Approximately **$492.3 million** of 2028 Notes were outstanding as of June 30, 2025[241](index=241&type=chunk) - Ongoing royalty agreement negotiations with PROs (ASCAP, BMI, SESAC) could lead to **increased music license fees**[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - Reach Media's non-controlling interest shareholders exercised their annual Put Right for **$3.2 million** on February 14, 2025, increasing Urban One's interest to **94.6%**[247](index=247&type=chunk) Scheduled Contractual Obligations (As of June 30, 2025) | Contractual Obligations | Remainder of 2025 (in thousands) | 2026 (in thousands) | 2027 (in thousands) | 2028 (in thousands) | 2029 (in thousands) | 2030 and Beyond (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 2028 Notes | $18,155 | $36,310 | $36,310 | $510,491 | $— | $— | $601,266 | | Other operating contracts/agreements | $34,110 | $20,912 | $8,598 | $3,983 | $2,602 | $54 | $70,259 | | Operating lease obligations | $3,927 | $8,993 | $7,278 | $6,998 | $6,987 | $26,182 | $60,365 | | Total | $56,192 | $66,215 | $52,186 | $521,472 | $9,589 | $26,236 | $731,890 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item states that quantitative and qualitative disclosures about market risk are not required for smaller reporting companies - Quantitative and qualitative disclosures about market risk are **not required** for smaller reporting companies[251](index=251&type=chunk) [Item 4. Controls and Procedures](index=75&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses in internal control over financial reporting, specifically in control environment, information and communication, monitoring, and IT general controls. Despite these weaknesses, management believes the financial statements are fairly presented after additional procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were **not effective** as of June 30, 2025, due to material weaknesses[253](index=253&type=chunk) - Material weaknesses were identified in: (1) Control Environment, Information and Communication, and Monitoring; (2) Control Activities and Information and Communication (financial statement close process, management review controls); and (3) IT General Control Activities (user access, program change management, IT operations)[255](index=255&type=chunk)[257](index=257&type=chunk) - Despite material weaknesses, management believes the unaudited condensed consolidated financial statements **fairly present** the financial position, results of operations, and cash flows after performing additional procedures[254](index=254&type=chunk) - No changes in internal control over financial reporting occurred during the three months ended June 30, 2025, that materially affected or are reasonably likely to materially affect internal control over financial reporting[258](index=258&type=chunk) [Part II. Other Information](index=78&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part covers various other information, including legal proceedings, risk factors, equity security sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=78&type=section&id=Item%201.%20Legal%20Proceedings) Urban One is involved in routine legal and administrative proceedings incidental to its ordinary course of business, but management believes the resolution of these matters will not have a material adverse effect on the company's financial position or results of operations - Urban One is involved in various routine legal and administrative proceedings, but management does not expect a **material adverse effect** on its financial position or results of operations[260](index=260&type=chunk) [Item 1A. Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) This item refers to the risk factors described in the company's 2024 Form 10-K, stating that there have been no changes to these risk factors since the last filing - No changes to risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[261](index=261&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's purchases of its ordinary shares during the three months ended June 30, 2025, under its publicly announced repurchase programs, specifically for Class A and Class D common stock Purchases of Equity Securities (Three Months Ended June 30, 2025) | Class | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or approved Dollar Value) of Shares (or Units) that May Yet be Purchased Under the plans or Programs (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Class A | 226,041 | $1.63 | 226,041 | $12,265 | | Class D | 200,549 | $0.59 | 200,549 | $12,265 | [Item 3. Defaults Upon Senior Securities](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item states that there were no defaults upon senior securities - No defaults upon senior securities were reported[263](index=263&type=chunk) [Item 4. Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item states that mine safety disclosures are not applicable to the company - Mine safety disclosures are **not applicable**[264](index=264&type=chunk) [Item 5. Other Information](index=79&type=section&id=Item%205.%20Other%20Information) This item reports that no directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during Q2 2025[265](index=265&type=chunk) [Item 6. Exhibits](index=79&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and financial information formatted in Inline XBRL - Exhibits include certifications from the CEO and CFO (Sarbanes-Oxley Act Sections 302 and 906) and financial information in Inline XBRL format[266](index=266&type=chunk) [Signature](index=80&type=section&id=SIGNATURE) This section provides the signature details for the Form 10-Q filing - The report was signed by Peter D. Thompson, Executive Vice President and Chief Financial Officer, on August 13, 2025[270](index=270&type=chunk)

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 June 30, 2025, Urban One operates 72 independently formatted broadcast stations, including 57 FM or AM stations, 13 HD stations, and 2 low power television 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 social content, news, and entertainment websites [4] Upcoming Events - Urban One will hold a conference call on August 19, 2025, at 10:00 a.m. EDT to discuss its second fiscal quarter results [1] - U.S. callers can participate by dialing +1-888-596-4144, while international callers can dial +1-646-968-2525, using Access Code 3660282 [1] - A replay of the conference call will be available from August 19, 2025, at 2:00 p.m. EDT until August 26, 2025, at 11:59 p.m. EDT [2]

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) The company experienced a significant decline in Q1 2025 net revenue and a shift to net loss, accompanied by reduced assets and a positive operating cash flow [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Urban One reported a Q1 2025 net loss of $11.7 million, a reversal from prior year's net income, driven by decreased revenue and an impairment charge Consolidated Statements of Operations Highlights (Q1 2025 vs Q1 2024) | Financial Metric | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Net Revenue** | $92,235 | $104,410 | -11.7% | | Total operating expenses | $90,137 | $91,522 | -1.5% | | Impairment of intangible assets | $6,443 | $0 | N/A | | **Operating income** | $2,098 | $12,888 | -83.7% | | Gain on retirement of debt | $11,587 | $7,874 | +47.2% | | **Net (Loss) Income** | $(11,739) | $7,735 | N/A | | **Net (Loss) Income Attributable to Common Stockholders** | $(11,742) | $7,493 | N/A | | Diluted (Loss) Income Per Share | $(0.26) | $0.15 | N/A | [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets decreased to $890.6 million, primarily due to reduced cash, while total liabilities also declined Balance Sheet Summary (as of March 31, 2025 vs. Dec 31, 2024) | Account | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $115,084 | $137,090 | | Total current assets | $263,596 | $305,379 | | **Total assets** | **$890,551** | **$944,790** | | Long-term debt, net | $551,494 | $579,069 | | Total current liabilities | $89,037 | $114,302 | | **Total liabilities** | **$727,595** | **$765,857** | | **Total stockholders' equity** | **$159,238** | **$170,945** | [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations turned positive in Q1 2025, while financing activities used significantly less cash, leading to a $22.0 million decrease in total cash Cash Flow Summary (Q1 2025 vs Q1 2024) | Cash Flow Activity | Three Months Ended March 31, 2025 (in thousands) | Three Months Ended March 31, 2024 (in thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $2,085 | $(2,477) | | Net cash (used in) provided by investing activities | $(2,547) | $406 | | Net cash used in financing activities | $(21,544) | $(75,753) | | **Net decrease in cash, cash equivalents and restricted cash** | **$(22,006)** | **$(77,824)** | [Notes to the Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's multi-media segments, a $6.4 million radio license impairment, TV One trade name reclassification, debt/stock repurchases, and an ongoing IT security incident investigation - The company operates as an urban-oriented, multi-media company with four reportable segments: Radio Broadcasting, Reach Media, Digital, and Cable Television, primarily targeting African-American and urban consumers[33](index=33&type=chunk)[35](index=35&type=chunk) Net Revenue by Segment (Q1 2025 vs Q1 2024) | Segment (in thousands) | Q1 2025 Net Revenue | Q1 2024 Net Revenue | | :--- | :--- | :--- | | Radio Broadcasting | $32,610 | $36,351 | | Reach Media | $5,853 | $8,472 | | Digital | $10,212 | $12,189 | | Cable Television | $44,193 | $48,004 | | **Consolidated Total** | **$92,235** | **$104,410** | - The company recognized a **$6.4 million impairment loss** on radio broadcasting licenses in five markets due to declines in projected market revenues and operating profit margins[71](index=71&type=chunk)[73](index=73&type=chunk) - Effective January 1, 2025, the TV One Trade Name was changed from an indefinite-lived to a finite-lived intangible asset with a **20-year amortization period**, resulting in **$0.6 million of amortization expense** in Q1 2025[78](index=78&type=chunk) - In Q1 2025, the company repurchased approximately **$28.2 million of its 2028 Notes for $16.4 million**, resulting in a net gain of **$11.6 million**[87](index=87&type=chunk) - The company is investigating an IT security incident where an unauthorized third party accessed its systems around February 10, 2025. The investigation is ongoing, and the financial impact is not yet reasonably estimable[128](index=128&type=chunk) - Subsequent to the quarter end, the company repurchased an additional **$60.4 million of its 2028 Notes** at an average price of **52.0% of par**[129](index=129&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=41&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the Q1 2025 revenue decline to weaker ad demand and subscriber churn, with operating income significantly impacted by a $6.4 million impairment charge, while liquidity remains stable [Results of Operations](index=45&type=section&id=Results%20of%20Operations) Q1 2025 net revenue decreased by **$12.2 million (11.7%)** across all segments, with a **$6.4 million impairment charge** causing operating income to plummet Net Revenue by Source (Q1 2025 vs Q1 2024) | Revenue Source (in thousands) | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio advertising | $36,217 | $41,341 | $(5,124) | (12.4)% | | Political advertising | $150 | $1,237 | $(1,087) | (87.9)% | | Digital advertising | $10,211 | $12,167 | $(1,956) | (16.1)% | | Cable television advertising | $25,425 | $27,144 | $(1,719) | (6.3)% | | Cable television affiliate fees | $18,717 | $20,787 | $(2,070) | (10.0)% | | **Total Net Revenue** | **$92,235** | **$104,410** | **$(12,175)** | **(11.7)%** | - Selling, general and administrative (SG&A) expenses decreased by **$5.5 million (9.9%)** primarily due to lower professional services and office lease costs at the corporate level[149](index=149&type=chunk) - A gain on retirement of debt of **$11.6 million** was recognized in Q1 2025 from repurchasing **$28.2 million of 2028 Notes** at an average price of **58.0% of par**[157](index=157&type=chunk) [Non-GAAP Financial Measures](index=50&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP measures show Broadcast and Digital Operating Income decreased by **28.1%** to **$23.0 million**, and Adjusted EBITDA declined to **$12.9 million** in Q1 2025 Non-GAAP Performance Metrics (Q1 2025 vs Q1 2024) | Metric (in thousands) | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Broadcast and digital operating income | $23,016 | $32,014 | | Adjusted EBITDA | $12,857 | $22,257 | - The decrease in Broadcast and digital operating income was driven by lower performance in the Radio Broadcasting, Reach Media, and Digital segments[165](index=165&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) As of March 31, 2025, liquidity is supported by **$115.6 million cash** and an undrawn **$50.0 million ABL facility**, with ongoing debt and stock repurchases - Primary sources of liquidity are cash from operations and the **$50.0 million Current ABL Facility**, which was undrawn as of March 31, 2025[171](index=171&type=chunk)[182](index=182&type=chunk) - In Q1 2025, the company repurchased **$28.2 million of its 2028 Notes** at an average price of **58.0% of par**[181](index=181&type=chunk) - Under the 2024 Stock Repurchase Program, the company bought back **449,252 Class A shares for ~$0.7 million** and **204,646 Class D shares for ~$0.2 million** in Q1 2025. Approximately **$12.7 million** remains under the authorization[176](index=176&type=chunk)[177](index=177&type=chunk) - The company's ownership in Reach Media increased to **94.6%** after paying **$3.2 million** to non-controlling shareholders who exercised their annual Put Right[192](index=192&type=chunk)[215](index=215&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for smaller reporting companies - Disclosure is not required for smaller reporting companies[221](index=221&type=chunk) [Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2025, due to identified material weaknesses in internal control over financial reporting - The CEO and CFO concluded that disclosure controls and procedures were **not effective** as of March 31, 2025[223](index=223&type=chunk) - A material weakness was identified in entity-level controls, including the control environment, identification of control activities, and monitoring activities[225](index=225&type=chunk) - A material weakness was identified in IT general controls related to user access, program change management, and IT operations[226](index=226&type=chunk) - A material weakness was identified in control activities, specifically regarding the financial statement close process and management review over transactions requiring significant judgment[228](index=228&type=chunk) [PART II. OTHER INFORMATION](index=69&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=69&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings not expected to materially affect its financial condition or operations - The company states that the outcome of routine legal proceedings is not expected to have a material adverse effect on its business[230](index=230&type=chunk) [Risk Factors](index=69&type=section&id=Item%201A.%20Risk%20Factors) No changes to risk factors have occurred since the filing of the 2024 Form 10-K - No changes to risk factors have occurred since the filing of the 2024 Form 10-K[231](index=231&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In Q1 2025, the company repurchased **449,252 Class A shares** at **$1.48/share** and **303,622 Class D shares** at **$0.87/share** under repurchase programs Issuer Purchases of Equity Securities (Q1 2025) | Period and Class | Total Shares Purchased | Average Price Paid Per Share | Maximum Dollar Value Remaining (in thousands) | | :--- | :--- | :--- | :--- | | **Class A** | **449,252** | **$1.48** | **$12,752** | | January 2025 | 327,525 | $1.50 | $13,030 | | February 2025 | 70,099 | $1.42 | $12,865 | | March 2025 | 51,628 | $1.43 | $12,752 | | **Class D** | **303,622** | **$0.87** | **$12,752** | | January 2025 | 165,023 | $0.97 | $13,030 | | February 2025 | 79,067 | $0.81 | $12,865 | | March 2025 | 59,532 | $0.67 | $12,752 | [Defaults Upon Senior Securities](index=69&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[233](index=233&type=chunk) [Mine Safety Disclosures](index=69&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[234](index=234&type=chunk) [Other Information](index=70&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement in Q1 2025[235](index=235&type=chunk) [Exhibits](index=70&type=section&id=Item%206.%20Exhibits) The report lists filed exhibits, including CEO/CFO certifications under Sarbanes-Oxley Sections 302 and 906, and Inline XBRL financial information

Part I [Financial & Operational Highlights](index=1&type=section&id=Financial%20%26%20Operational%20Highlights) Urban One reported a challenging Q1 2025 with net revenue down 11.7% to $92.2 million, a shift to an $11.7 million net loss, and Adjusted EBITDA declining to $12.9 million, while reaffirming full-year guidance and actively managing debt Q1 2025 Key Financial Metrics (YoY Comparison) | Metric | Q1 2025 | Q1 2024 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $92.2M | $104.4M | -11.7% | | Operating Income | $2.1M | $12.9M | -83.7% | | Broadcast and digital operating income | $23.0M | $32.0M | -28.1% | | Net (Loss) Income | ($11.7M) | $7.5M | N/A | | Basic (Loss) Earnings Per Share | ($0.26) | $0.15 | N/A | | Adjusted EBITDA | $12.9M | $22.3M | -42.2% | - **CEO Commentary**: The CEO stated that Q1 results were broadly in line with expectations, with core radio advertising down **12.4%**, Cable TV advertising down **6.3%**, and digital revenues decreasing by **16.1%** due to weakness in streaming and podcasting[1](index=1&type=chunk) - **Outlook**: The company reaffirmed its full-year 2025 guidance of **$75 million** in Adjusted EBITDA[1](index=1&type=chunk) - **Capital Management**: The company has repurchased **$88.6 million** in debt so far in 2025, reducing gross debt to **$495.9 million**, with cash on hand approximately **$79.8 million**[1](index=1&type=chunk) - **Strategy**: The focus remains on controlling costs, managing leverage, and maintaining a strong liquidity position in a challenging market[1](index=1&type=chunk) [Consolidated Financial Statements](index=2&type=section&id=Consolidated%20Financial%20Statements) This section presents core financial statements for Q1 2025, detailing a decline in revenue and operating income leading to a net loss, alongside a reduction in total assets, debt, and stockholders' equity on the balance sheet [Consolidated Statements of Operations](index=2&type=section&id=Consolidated%20Statements%20of%20Operations) Q1 2025 net revenue declined to $92.2 million, with a $6.4 million impairment charge on intangible assets significantly impacting profitability, resulting in operating income dropping to $2.1 million and a consolidated net loss of $11.7 million Q1 2025 Consolidated Statement of Operations Highlights (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net Revenue | $92,235 | $104,410 | | Total Operating Expenses | $90,137 | $91,522 | | Impairment of Intangible Assets | $6,443 | $0 | | Operating Income | $2,098 | $12,888 | | Gain on Retirement of Debt | $11,587 | $7,874 | | Net (Loss) Income | ($11,739) | $7,735 | | Net (Loss) Income Attributable to Common Stockholders | ($11,742) | $7,493 | [Selected Consolidated Balance Sheet Data](index=8&type=section&id=Selected%20Consolidated%20Balance%20Sheet%20Data) As of March 31, 2025, the balance sheet reflects decreased cash to $115.6 million and total assets to $890.6 million, with total debt, net of issuance costs, reduced to $551.5 million due to repurchase activities Balance Sheet Data (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $115,568 | $137,574 | | Total assets | $890,551 | $944,790 | | Total debt, net of issuance costs | $551,494 | $579,069 | | Total stockholders' equity | $159,238 | $170,945 | [Segment Performance Analysis](index=3&type=section&id=Segment%20Performance%20Analysis) All operating segments experienced year-over-year declines in Q1 2025 net revenue and Adjusted EBITDA, with Cable Television remaining the largest contributor despite declines, and the company reclassified its CTV offering for segment reporting comparability - Effective January 1, 2025, the company transferred its CTV offering from the Digital segment to the Cable Television segment to better align operations, with prior period segment information reclassified for comparability[3](index=3&type=chunk) Segment Net Revenue and Adjusted EBITDA (in thousands) | Segment | Q1 2025 Net Revenue | Q1 2024 Net Revenue | Q1 2025 Adj. EBITDA | Q1 2024 Adj. EBITDA | | :--- | :--- | :--- | :--- | :--- | | Radio Broadcasting | $32,610 | $36,351 | $2,848 | $5,634 | | Reach Media | $5,853 | $8,472 | ($551) | $1,830 | | Digital | $10,212 | $12,189 | $58 | $2,347 | | Cable Television | $44,193 | $48,004 | $18,592 | $19,301 | [Detailed Revenue Analysis](index=9&type=section&id=Detailed%20Revenue%20Analysis) Total net revenue decreased by 11.7% to $92.2 million in Q1 2025, with broad-based declines across all major revenue streams, including significant drops in political, radio, digital, and cable television advertising and affiliate fees Net Revenue by Source (in thousands) | Revenue Source | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio advertising | $36,217 | $41,341 | ($5,124) | (12.4)% | | Political advertising | $150 | $1,237 | ($1,087) | (87.9)% | | Digital advertising | $10,211 | $12,167 | ($1,956) | (16.1)% | | Cable television advertising | $25,425 | $27,144 | ($1,719) | (6.3)% | | Cable television affiliate fees | $18,717 | $20,787 | ($2,070) | (10.0)% | | **Total Net Revenue** | **$92,235** | **$104,410** | **($12,175)** | **(11.7)%** | - **Radio Broadcasting** revenue decreased by **$3.8 million**, primarily due to weaker national advertiser demand and lower political revenues[10](index=10&type=chunk) - **Reach Media** revenue fell by **$2.6 million**, driven by lower overall demand and advertiser attrition[10](index=10&type=chunk) - **Digital** revenue declined by **$2.0 million**, mainly from a decrease in national digital sales[10](index=10&type=chunk) - **Cable Television** revenue dropped by **$3.8 million**, primarily due to subscriber churn[10](index=10&type=chunk) [Detailed Financial Analysis](index=10&type=section&id=Detailed%20Financial%20Analysis) The company recorded a $6.4 million impairment charge on radio broadcasting licenses, reduced interest expense by $2.1 million through debt repurchases, bought back Class A and D common stock, and increased capital expenditures to $2.5 million - An impairment loss of **$6.4 million** was recognized in Q1 2025 related to broadcasting licenses within the Radio Broadcasting segment, driven by declines in projected market revenues and operating profit margins[14](index=14&type=chunk) - Interest expense decreased by **$2.1 million** to **$10.9 million**, primarily due to debt repurchases, with approximately **$28.2 million** of its 2028 Notes repurchased during the quarter[16](index=16&type=chunk) - During Q1 2025, the company repurchased **449,252 shares** of Class A stock for approximately **$0.7 million** and **303,622 shares** of Class D stock for approximately **$0.3 million**[19](index=19&type=chunk) - Capital expenditures were approximately **$2.5 million** for Q1 2025, an increase from **$1.8 million** in Q1 2024[18](index=18&type=chunk) [Non-GAAP Financial Measures & Reconciliations](index=6&type=section&id=Non-GAAP%20Financial%20Measures%20%26%20Reconciliations) This section reconciles non-GAAP measures like 'Broadcast and digital operating income' and 'Adjusted EBITDA' to Net (loss) income, showing Q1 2025 Adjusted EBITDA at $12.9 million with adjustments for taxes, interest, and debt retirement gains Reconciliation of Net (Loss) Income to Adjusted EBITDA (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | **Net (loss) income attributable to common stockholders** | **($11,742)** | **$7,493** | | Provision for income taxes | 15,658 | 2,502 | | Interest expense | 10,924 | 12,998 | | Depreciation and amortization | 2,315 | 1,850 | | EBITDA | $16,189 | $22,845 | | Stock-based compensation | 676 | 1,384 | | Gain on retirement of debt | (11,587) | (7,874) | | Impairment of intangible assets | 6,443 | — | | Other Adjustments | 388 | 5,400 | | **Adjusted EBITDA** | **$12,857** | **$22,257** | [Supplemental and Company Information](index=11&type=section&id=Supplemental%20and%20Company%20Information) This section provides detailed supplemental financial statements by segment for Q1 2025 and Q1 2024, an overview of Urban One's business as a diversified media company targeting Black Americans, and details for the upcoming investor conference call - The company will hold a conference call to discuss Q1 2025 results on Tuesday, May 13, 2025, at 10:00 a.m. EDT[23](index=23&type=chunk) - Urban One is the largest diversified media company primarily targeting Black Americans and urban consumers in the U.S., owning TV One, 72 broadcast stations under "Radio One", Reach Media, and the iOne Digital platform[25](index=25&type=chunk) - Supplemental statements of operations provide a detailed breakdown of revenues, expenses, and operating income (loss) for each of the company's four segments plus corporate eliminations for Q1 2025 and the recast Q1 2024[21](index=21&type=chunk)[22](index=22&type=chunk)

Financial Data and Key Metrics Changes - Consolidated net revenue was approximately $92.2 million, down 11.7% year over year [10] - Adjusted EBITDA was approximately $12.9 million, down 42.2% [15] - Net loss was approximately $11.7 million or $0.26 per share, compared to net income of $7.5 million or $0.15 per share for the same quarter last year [17] Business Line Data and Key Metrics Changes - Radio Broadcasting segment net revenue was $32.6 million, a decrease of 10.3% year over year [10] - Media segment net revenue was $5.9 million, down 30.9% from the prior year, with an adjusted EBITDA loss of $600,000 [12] - Cable Television segment revenue was $44.2 million, a decrease of 7.9%, with advertising revenue down 6.3% [13] Market Data and Key Metrics Changes - Local ad sales were down 12.8% against markets that were down 13.2% [10] - National ad sales were down 14.6% against markets being down 11.6% [10] - Cable subscribers for TV One decreased to 35.6 million from 37.2 million at the end of Q4 [13] Company Strategy and Development Direction - The company is focused on cost controls, managing leverage, and maintaining a strong liquidity position [6][8] - Plans to invest in new distribution opportunities in the FAST and AVOD environment rather than just increasing content spending [81] - The company aims to improve local digital efforts, which currently contribute low single digits to revenue compared to competitors [58] Management's Comments on Operating Environment and Future Outlook - Management indicated that radio pacing has weakened, down about 9% [5] - The expectation is that the majority of EBITDA will come in the second half of 2025, with Q2 expected to be similarly weak as Q1 [28][31] - Management does not foresee a positive rebound in advertising this year due to ongoing uncertainties [45] Other Important Information - The company repurchased $28.2 million of its 2028 notes at an average price of 58% of par [16] - Total gross debt was approximately $556.3 million, with unrestricted cash of $115.1 million, resulting in a net debt of approximately $441.3 million [18] Q&A Session Summary Question: What other levers can be pulled to control costs? - Management mentioned ongoing cost-cutting measures and plans to identify further opportunities by mid-year [23][24] Question: Is the majority of EBITDA expected in the second half of 2025? - Yes, more than half is expected to come in the second half of the year [28][29] Question: Should further debt repurchases be expected? - Management indicated a deliberate and opportunistic approach to debt repurchases, suggesting that they will continue as conditions allow [32][34] Question: How is the local SMB advertising environment compared to national? - Local advertising is down low single digits, which is better than national advertising, which is experiencing more significant declines [51][53] Question: Can you break out cable TV revenue between carriage fees and advertising? - Management confirmed that this information is available in the press release [65] Question: What is the renewal schedule with large cable and MVPDs? - Charter, Verizon, and NCTC contracts are up this year, with Comcast and AT&T renewals next year [68][70] Question: How are TV One ratings performing? - Ratings have stabilized and are exceeding budgeted numbers year to date [73] Question: Is programming spend steady or growing? - Programming spend is down about 10%, with no major plans to increase it significantly [75][79]

Financial Data and Key Metrics Changes - Consolidated net revenue is approximately $92.2 million, down 11.7% year over year [10] - Adjusted EBITDA reached approximately $12.9 million, down 42.2% [15] - Net loss was approximately $11.7 million or $0.26 per share compared to net income of $7.5 million or $0.15 per share for the same quarter last year [17] Business Line Data and Key Metrics Changes - Radio Broadcasting segment net revenue was $32.6 million, a decrease of 10.3% year over year [10] - Digital segment net revenue was down 16.2% in Q1 at $10.2 million, with audio streaming revenue down by $2.1 million [12] - Cable Television segment recognized approximately $44.2 million in revenue, a decrease of 7.9% [13] Market Data and Key Metrics Changes - Local ad sales were down 12.8% against markets that were down 13.2% [10] - National ad sales were down 14.6% against markets being down 11.6% [10] - TV One delivery declined 18% in total day persons, partially offset by a 29% increase in Clio TV [13] Company Strategy and Development Direction - The company is focused on cost controls, managing leverage, and maintaining a strong liquidity position [6] - Plans to continue deleveraging and maintaining liquidity in a difficult environment [7] - The company is exploring new distribution opportunities in the FAST and AVOD environment to monetize content [78] Management's Comments on Operating Environment and Future Outlook - Management indicated that radio pacing has weakened, down about 9% [5] - The majority of EBITDA is expected to come in the second half of 2025 [26] - Management does not foresee a positive ad rebound this year, citing uncertainty in the advertising market [45] Other Important Information - The company repurchased $28.2 million of its 2028 notes at an average price of 58% of par [16] - Total gross debt was approximately $556.3 million, with unrestricted cash of $115.1 million, resulting in a net debt of approximately $441.3 million [19] Q&A Session Summary Question: What other levers can the company pull to control costs? - Management mentioned ongoing cost-cutting measures and plans to identify further opportunities by mid-year [22][24] Question: Is the majority of EBITDA expected in the second half of 2025? - Management confirmed that more than half of EBITDA is expected in the second half of the year [26] Question: Should further debt repurchases be expected? - Management indicated that they will continue to be opportunistic with debt repurchases [29][31] Question: How is the advertising environment on the radio side? - Management noted that national advertising is currently weak, while local SMBs are not down as dramatically [50][52] Question: Can the company break out cable TV revenue between carriage fees and advertising? - Management directed the caller to the press release for detailed information [62] Question: What is the renewal schedule with large cable and other MVPDs? - Management provided details on upcoming renewals with Charter, Verizon, and NCTC [65][66] Question: What is the status of TV One ratings? - Management stated that ratings have stabilized and are exceeding budgeted numbers year to date [69] Question: Is programming spend steady or growing? - Management indicated that programming spend is down about 10% [72]