[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]

Financial Data and Key Metrics Changes - The company reported adjusted EBITDA of $103.5 million for Q4 2024, which was in the middle of its guidance range [6][10] - Consolidated net revenues decreased by 2.7% year-over-year to approximately $117.1 million [12] - The net loss for Q4 was approximately $35.7 million, or $0.78 per share, compared to a net loss of $11 million, or $0.23 per share, for the same quarter in 2023 [25] Business Line Data and Key Metrics Changes - Radio Broadcast segment net revenue was $47.7 million, an increase of 14.5% year-over-year, but down 5.1% when excluding political advertising [12][13] - Reach Media segment net revenue was $9.6 million, down 10.7% from the prior year [14] - Digital segment net revenue decreased by 3.1% to $20.5 million, with political advertising contributing $2.4 million [15] - Cable Television segment revenue was approximately $39.8 million, a decrease of 15.9%, with advertising revenue down 21.4% [16][17] Market Data and Key Metrics Changes - Local ad sales were up 0.1% against a market decline of 5.2%, while national ad sales increased by 35.4% against a market increase of 28.4% [13] - Cable subscribers for TV One decreased to 37.2 million from 39.1 million at the end of Q3 [19] Company Strategy and Development Direction - The company is focusing on cost containment and debt reduction, with a guidance of $75 million for adjusted EBITDA in 2025, down from $103.5 million in 2024 [10][11] - Management indicated a strong liquidity position with approximately $137 million in cash on hand [9] - The company is exploring M&A opportunities while prioritizing debt reduction [59] Management's Comments on Operating Environment and Future Outlook - Management noted broad softness in advertising demand, particularly in the radio business, with negative pacing across local, national, and network radio [36] - There is optimism for improvement in radio business pacing, which is expected to stabilize in Q2 [8][40] - Management expressed belief in further consolidation within the radio sector due to deregulation [45][46] Other Important Information - The company recorded $24.2 million in noncash impairment charges in Q4, primarily related to the TV One brand name and goodwill [24] - The company repurchased $15.4 million of its 2028 notes during the quarter, reducing the balance to approximately $584.6 million [23][27] - An incident involving unauthorized access to the company's IT systems was reported, but it has not materially impacted operations [27][28] Q&A Session Summary Question: Clarification on Q1 radio pacing - Management confirmed that Q1 radio pacing down 13.6% aligns with a 5.1% decline in Q4 when excluding political advertising [31][34] Question: Insights on weakness in Q4 and improvement in Q2 - Management indicated broad softness in advertising demand and noted improvements in local markets, particularly in Ohio [36][38] Question: Opportunities from deregulation in broadcasting - Management believes further consolidation in the radio sector is likely and that they are in a strong position to capitalize on opportunities [45][46] Question: Capital allocation plans for fiscal '25 - The company plans to allocate 95% of capital to debt reduction, with a small plan for stock repurchases [56][59] Question: Update on Digital segment revenue - Management explained that connected TV revenue will be reported under the TV segment going forward, affecting digital revenue numbers [66][72] Question: Free cash flow expectations for the year - Management anticipates around $25 million of free cash flow generation off the $75 million EBITDA guidance [83] Question: Potential asset sales - Management indicated that while there are noncore assets, the current market lacks buyers for such assets [90][92] Question: Minimum cash balance target - Management stated there is no minimum cash balance target, and they have an undrawn $50 million revolver available [94][96] Question: Thoughts on cable network spin-offs - Management expressed skepticism about the impact of spin-offs on the market, citing challenges in valuing cable assets [100][106]

Financial Performance - For Q4 2024, Urban One, Inc. reported net revenue of approximately $117.1 million, a decrease of 2.7% from Q4 2023's $120.3 million[1]. - The company experienced an operating loss of approximately $1.9 million in Q4 2024, compared to an operating income of approximately $6.8 million in Q4 2023[1]. - Net loss for Q4 2024 was approximately $35.7 million, or $(0.78) per share, compared to a net loss of $11.0 million, or $(0.23) per share, in the same period last year[1]. - Adjusted EBITDA for Q4 2024 was approximately $26.9 million, slightly down from $27.1 million in Q4 2023[1]. - The company reported a net loss attributable to common stockholders of $35,658,000 for the three months ended December 31, 2024, compared to a net loss of $10,985,000 for the same period in 2023[21][23]. - The company reported a total net loss of $104,179,000 for the year ended December 31, 2024, compared to a net loss of $10,470,000 in 2023, highlighting a worsening financial position[24]. Revenue Breakdown - Radio Broadcasting segment revenue increased to approximately $47.7 million, up 14.4% from $41.7 million in Q4 2023, primarily due to increased political revenue[10]. - Political advertising revenue surged to $13.5 million, a 591.9% increase from $1.9 million in Q4 2023[11]. - Digital advertising revenue decreased by 13.2% to approximately $18.1 million from $20.8 million in Q4 2023[11]. - Cable television advertising revenue fell by 21.4% to approximately $21.2 million from $27.0 million in Q4 2023[11]. - Total net revenue for the year ended December 31, 2023, was $477,690,000, with significant contributions from Radio Broadcasting ($156,214,000) and Cable Television ($196,207,000) segments[26]. Operating Expenses - Operating expenses, excluding certain items, were approximately $91.1 million, down from $105.6 million in Q4 2023[12]. - Total operating expenses for the three months ended December 31, 2024, were $118,982,000, compared to $113,580,000 in the same period of 2023, reflecting an increase of 4%[21][23]. - Operating expenses totaled $509,261,000, with the largest components being Selling, General and Administrative expenses ($172,440,000) and Programming and Technical expenses ($136,884,000)[26]. Impairment and Interest Expenses - Impairment of goodwill and intangible assets was approximately $24.2 million in Q4 2024, compared to $5.0 million in Q4 2023[3]. - The impairment of goodwill and intangible assets for the year ended December 31, 2024, was $151,755,000, compared to $4,972,000 in 2023, showing a substantial increase[24]. - Interest expense decreased to approximately $11.5 million from $14.2 million in Q4 2023, following a repurchase of $15.4 million of 2028 Notes[16]. - Interest expense for the year ended December 31, 2024, was $48,571,000, compared to $14,173,000 in 2023, reflecting a significant rise in borrowing costs[24]. - Interest expense for the year was $56,196,000, highlighting the cost of debt management[26]. Strategic Focus and Future Plans - The company is focusing on cost containment and continued de-levering strategies for 2025[1]. - The company plans to focus on market expansion and new product development as part of its future strategy[25]. - Future growth strategies include expanding digital content offerings and enhancing radio programming to better serve the target audience[30]. Market Position - Urban One operates 72 broadcast stations, including 57 FM or AM stations, across 13 urban markets in the U.S.[30]. - The company targets Black Americans and urban consumers, providing a unique advertising platform through its diversified media operations[30].

Financial Data and Key Metrics Changes - Adjusted EBITDA for Q4 2024 was $103.5 million, down from the previous year, primarily due to challenges in the cable TV business and a decline in radio advertising [5][8] - Consolidated net revenues decreased by 2.7% year over year to approximately $170.1 million [9] - Net loss for Q4 2024 was approximately $35.7 million, or $0.78 per share, compared to a net loss of $11 million, or $0.23 per share, for the same quarter in 2023 [17] Business Line Data and Key Metrics Changes - Radio Broadcast segment net revenue increased by 14.5% year over year to $47.7 million, but excluding political advertising, it was down 5.1% [9][10] - Reach Media segment net revenue was $9.6 million, down 10.7% from the prior year [10] - Digital segment net revenue decreased by 3.1% to $20.5 million, with political advertising contributing $2.4 million [11] - Cable Television segment revenue was approximately $39.8 million, a decrease of 15.9%, with advertising revenue down 21.4% [11][12] Market Data and Key Metrics Changes - Local ad sales were up 0.1% against a market decline of 5.2%, while national ad sales increased by 35.4% against a market increase of 28.4% [9] - Subscriber churn for cable TV was reported at -9.5% for the full year, with a decline in payable subscribers from 39.1 million to 37.2 million [12][18] Company Strategy and Development Direction - The company is focusing on cost containment and debt reduction, with a target of $75 million in adjusted EBITDA for 2025, down from $103.5 million in 2024 [8][9] - Management is optimistic about stabilizing the cable TV business and improving the radio segment, despite current challenges [6][8] - The company is exploring opportunities for consolidation in the radio sector, viewing deregulation as a potential catalyst for industry consolidation [33][36] Management's Comments on Operating Environment and Future Outlook - Management noted broad softness in advertising demand, attributing it to an uncertain economy and changing consumer behavior [26][27] - There is cautious optimism for improvement in Q2, particularly in local markets, despite ongoing challenges [28][29] - The company is not currently pursuing any land-based casino developments but is interested in iGaming opportunities as legislation evolves [104] Other Important Information - The company has a strong liquidity position with approximately $137 million in cash as of year-end [7][18] - A cybersecurity incident was reported, but it has not materially impacted operations or financial conditions [18] Q&A Session Summary Question: Clarification on Q1 radio pacing - Management confirmed that Q1 radio pacing down 13.6% aligns with a 5.1% decline in net revenue excluding political advertising [22][24] Question: Insights on revenue weakness - Management indicated broad softness across local, national, and network radio, with improvements expected in Q2 [26][27] Question: Opportunities from deregulation - Management believes further consolidation in the radio sector is likely and that they are in a strong position to capitalize on opportunities [33][36] Question: Capital allocation plans for 2025 - The company plans to allocate 95% of capital to debt reduction, with a small stock repurchase plan in place [41][43] Question: Digital segment revenue components - Management clarified that Connected TV revenue will be reported under the TV segment moving forward, affecting digital revenue reporting [49][50] Question: Free cash flow expectations - The company anticipates around $25 million in free cash flow based on the $75 million EBITDA guidance [61] Question: Potential asset sales - Management is open to considering non-core asset sales if they are accretive to the balance sheet [67][68] Question: Cash balance strategy - There is no minimum cash balance target, and the company is focused on opportunistic debt buybacks [74][76] Question: Thoughts on cable network spin-offs - Management expressed skepticism about the impact of spin-offs on market valuations, noting challenges in the cable asset market [78][82]

Revenue Generation - Approximately 35.0% of the company's net revenue for the year ended December 31, 2024, was generated from advertising sales in its core radio business, excluding Reach Media[99] - Seven of the 13 markets where the company operated radio stations accounted for approximately 77.2% of its radio station net revenue for the year ended December 31, 2024[99] - Revenue from Reach Media and the seven significant contributing radio markets accounted for approximately 38.9% of the company's total consolidated net revenue for the year ended December 31, 2024[99] Internal Control and Compliance - The company has identified material weaknesses in its internal control over financial reporting, which could lead to material misstatements in its consolidated financial statements if not remediated[80] - The ongoing remediation of material weaknesses has been time-consuming and expensive, potentially adversely affecting the company's financial position and results of operations[85] - Delayed filings of the 2022 and 2023 annual reports and the first quarter 2024 quarterly report have made the company ineligible to use a registration statement on Form S-3, impacting its ability to raise future capital[86] Economic and Market Risks - The company faces risks related to economic fluctuations, which could negatively impact advertising expenditures and, consequently, its financial condition and results of operations[87] - Inflation may adversely affect the company's liquidity and overall cost structure, potentially impacting its financial condition and results of operations[89] - The company is exposed to credit risk on its accounts receivable, which is heightened during uncertain economic conditions[90] - The company's debt instruments impose operating and financial restrictions that could limit its ability to grow through acquisitions and respond to market conditions[92] - The company faces increased competitive pressures due to consolidation among competitors, which limits the availability of licensable content and may adversely affect financial performance[101] Asset Valuation and Impairment - As of December 31, 2024, the company had approximately $257.8 million in radio broadcasting licenses and $30.0 million in goodwill, totaling $287.7 million, representing about 30.5% of total assets[109] - The company must test its goodwill and indefinite-lived intangible assets for impairment at least annually, with potential impairment resulting from changes in performance or market conditions[110] - Changes in certain events or circumstances could lead to further write-downs of asset values, adversely affecting financial results and ratios[117] Digital Segment and Technology - The company’s Digital segment has seen significant growth, but recent reversals in social justice trends have led to revenue declines, which could negatively impact overall results[106] - The company’s technology infrastructure is vulnerable to cybersecurity risks, which could compromise client information and harm its reputation[119] Regulatory and Operational Risks - The company is required to maintain FCC broadcasting licenses, which are subject to renewal and could be challenged by third parties, potentially affecting operations[118] - The company faces significant risks from technical disruptions, which could negatively impact revenue and harm business operations[122] - Natural disasters and catastrophic events could materially affect the company's ability to conduct business and meet customer demands[123] - Climate change poses risks that could disrupt operations and supply chains, impacting financial performance[124] - Regulatory risks from the FCC's media ownership rules could restrict the company's ability to acquire radio stations, affecting growth opportunities[126] - Enforcement of indecency rules by the FCC could lead to potential fines or license revocation, adversely impacting business operations[127] - Changes in federal regulations regarding royalties could increase operational costs and negatively affect profitability[128] Cable Television and Competition - The company’s Cable Television segment is dependent on affiliation agreements, and loss of these could reduce revenues from subscriber fees and advertising[131] - Emerging competition from digital media providers is impacting audience sizes and subscriber bases, affecting revenue generation[132] Stock and Compliance Issues - The company is classified as a "smaller reporting company," which may make its common stock less attractive to investors due to reduced disclosure requirements[137] - The company has fallen out of compliance with NASDAQ Listing Rule 5250(c) due to delayed filings of periodic financial reports for 2023 and 2024[138] - The company's Class D common stock has closed below the $1.00 minimum bid price requirement for 30 consecutive business days as of February 11, 2025[138] - The company has until August 11, 2025, to regain compliance with the Minimum Bid Price Requirement by maintaining a closing bid price of at least $1.00 for ten consecutive business days[138] - If compliance is not regained, the company may seek additional time by meeting other NASDAQ listing requirements, potentially including a reverse stock split[138] - The company intends to monitor the closing bid price and may seek stockholder approval for a reverse stock split to address the Minimum Bid Price Requirement deficiency[139] - Factors affecting the market price of the company's common stock include low trading volumes, indebtedness, and conditions in the advertising and broadcasting industries[139] - Failure to meet NASDAQ listing requirements could lead to delisting proceedings, adversely affecting liquidity and market price[139]