Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from to Commission File No. 0-25969 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delawar ...

Financial Data and Key Metrics Changes - The company reported a net revenue growth of approximately 8.9% year-over-year, totaling around $121.4 million for Q3 2022 [13] - Adjusted EBITDA for the quarter was $44.3 million, an increase from $42.7 million in 2021 and $38.7 million in pre-pandemic 2019 [13] - The company updated its full-year EBITDA guidance to the mid-160s million range, indicating a strong performance in Q4 [6][28] Business Line Data and Key Metrics Changes - The Radio segment saw a net revenue increase of 4.8% year-over-year, with national ad sales up 19.7% [14] - The Digital segment experienced significant growth, with revenues increasing by 40.1% to $21 million [18] - Cable TV advertising revenue rose by 16.7%, while affiliate revenue decreased by 7.6% [20][21] Market Data and Key Metrics Changes - Political ad revenue for Q3 was $2.7 million, significantly higher than $711,000 in the previous year [15] - The fourth quarter is currently pacing up approximately 26.5% in the radio division, including political ads [16] - The company reported a decline in cable subscribers, with TV One at 43.6 million compared to 45 million at the end of Q2 [21] Company Strategy and Development Direction - The company is focused on deleveraging by buying back bonds in the open market, taking advantage of favorable market conditions [11] - There is an ongoing effort to enhance digital advertising capabilities, capitalizing on the demand for diverse media platforms [19][78] - The company is considering potential acquisitions but remains cautious about market valuations and the economic environment [60] Management's Comments on Operating Environment and Future Outlook - Management acknowledged macroeconomic headwinds affecting advertising demand, particularly in the TV sector, but expressed confidence in the radio segment's performance [51][56] - The company anticipates a decline in political ad revenue next year but expects growth from the Indianapolis acquisition and digital advertising [70] - Management feels well-positioned to navigate potential recession impacts, citing a strong balance sheet and reduced debt levels [57][60] Other Important Information - The company recorded a non-cash impairment charge of $14.5 million for broadcasting licenses due to overall market performance [27] - Total gross debt was reported at $775 million, with an unrestricted cash balance of $105.1 million, resulting in a net leverage ratio of 4.03x [29] Q&A Session Summary Question: Plans for continued debt buybacks - Management confirmed an additional $25 million authorization for debt buybacks, with approximately $7 million remaining [33][35] Question: MGM National Harbor investment valuation - The investment is valued at over $100 million based on a formula of 7x EBITDAR, with expectations of increased EBITDAR due to market share growth [41] Question: Subscriber trends for TV One - Management reported a gain of over 200,000 subscribers in November, indicating stabilization in subscriber numbers [47] Question: Advertiser reactions to macroeconomic conditions - Management noted a slowdown in national radio advertising but emphasized strong performance relative to competitors [53][56] Question: Sustainability of updated guidance - Management indicated that while political ad revenue will decline, growth from digital and the Indianapolis acquisition will help offset this [70][72]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 14th Floor Silver Spring, Maryland 20910 (Address of principal executive offices) (301) 429-3200 Registrant's telephone number, including area code Securities registered pursuant to Section ...

For the quarterly period ended June 30, 2022 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Delaware 52-1166660 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address of pr ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delaware 52-1166660 1010 Wayne Avenue, 14th Floor (301) 429-3200 Registrant's telephone numbe ...

Financial Data and Key Metrics Changes - The first quarter of 2022 saw consolidated adjusted EBITDA of $42 million, up from $30.2 million in 2021, and $27.7 million in prepandemic 2019 [17] - Revenue increased by 22.9% year-over-year to approximately $112.3 million [17] - Net income was approximately $16.4 million or $0.32 per share compared to $7,000 or $0.00 per share for the first quarter of 2021 [30] Business Line Data and Key Metrics Changes - Net revenue for the radio segment increased by 13.3% year-over-year in Q1 [17] - Digital segment net revenue increased by 49.6% to $15.5 million, with adjusted EBITDA up by 94% [21] - Cable television segment revenue was approximately $56.4 million, a 22% increase, with advertising revenue up 46.9% excluding political [22] Market Data and Key Metrics Changes - Local ad sales in the radio segment, excluding political, were up 14.8%, while national ad sales increased by 6.9% [17] - The entertainment advertising category saw a significant increase of 116% [18] - Cable subscribers for TV One decreased to 46.8 million from 49.3 million at the end of Q4 [23] Company Strategy and Development Direction - The company plans to exceed the high end of its EBITDA guidance for 2022, which is set between $145 million and $150 million [7][33] - The company is optimistic about the second referendum in Richmond, although there are potential legislative hurdles [10][12] - The company is exploring strategic M&A opportunities in the radio business while maintaining a cautious approach to leverage [67] Management's Comments on Operating Environment and Future Outlook - Management noted a moderation in growth rates, particularly in radio, due to economic slowdown and tougher comparisons from the previous year [8][9] - There is uncertainty regarding the macroeconomic environment, but management remains optimistic about the company's performance [9][33] - The company is focused on maintaining strong performance in its digital and cable segments despite challenges in traditional media [55] Other Important Information - Operating expenses increased to approximately $73.3 million in Q1 compared to $65.2 million in Q1 of 2021, driven by various factors including programming content and marketing [24][25] - Total gross debt was reported at $825 million, with a net leverage ratio of 4.07x [31] Q&A Session Summary Question: Clarification on ad environment and pacing - Management indicated that digital pacing is moderating due to strong previous year performance, while radio is experiencing moderation due to economic slowdown [36][37] Question: Share within local marketplace - Management stated they do not have specific data on radio's share versus other media but noted that their national platforms are outperforming traditional terrestrial radio [39][40] Question: Outlook and guidance adjustments - Management chose not to provide a new guidance number due to economic uncertainty but confirmed they expect to exceed previous guidance [43][44] Question: Expected expenses for the second referendum - Management anticipates expenses to increase for the second referendum, potentially exceeding the $4 million spent last year [45][46] Question: Dynamics for TV One - TV One is projected to generate over $100 million in EBITDA, with strong ratings and ad revenue growth expected [54][61]

[Table of Contents](index=1&type=section&id=Table%20of%20Contents) [Certain Definitions](index=3&type=section&id=CERTAIN%20DEFINITIONS) [Definitions of Key Terms](index=3&type=section&id=Definitions%20of%20Key%20Terms) Key terms like LMA, TBA, broadcast and digital operating income, and margin are defined, along with data sources for industry metrics - An LMA or TBA is an agreement where an FCC licensee makes air time available for a fee to another party, who then provides programming and sells advertising[8](index=8&type=chunk) - Broadcast and digital operating income is a non-GAAP measure used by management to evaluate core operating segments, reflecting performance apart from fixed asset expenses, taxes, investments, impairment, debt, corporate overhead, and stock-based compensation[9](index=9&type=chunk) - Broadcast and digital operating income margin represents broadcast and digital operating income as a percentage of net revenue, providing insight into profitability across all four segments (radio broadcasting, Reach Media, digital, and cable television)[10](index=10&type=chunk) [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) [Forward-Looking Statements and Associated Risks](index=5&type=section&id=Forward-Looking%20Statements%20and%20Associated%20Risks) This section details forward-looking statements and risks, including economic volatility, high leverage, FCC regulations, and competition - Forward-looking statements are not historical facts but reflect current expectations about future operations, results, and events, and are subject to risks and uncertainties beyond the company's control[13](index=13&type=chunk) - Key risks include the impact of the COVID-19 pandemic on business and advertisers, economic volatility, high leverage, local economic fluctuations, risks associated with gaming investments, FCC regulations, increased competition, potential impairment charges, and technology disruptions[13](index=13&type=chunk)[17](index=17&type=chunk) [PART I](index=8&type=section&id=PART%20I) [Item 1. Business](index=8&type=section&id=ITEM%201.%20BUSINESS) Urban One is an urban-focused multi-media company with core radio broadcasting, cable TV, digital platforms, and a casino interest, facing COVID-19 impacts and intense competition - Urban One is an urban-oriented multi-media company targeting African-American and urban consumers, with core radio broadcasting and diversified interests in cable TV, syndicated radio, digital platforms, and a gaming resort[19](index=19&type=chunk) - As of December 31, 2021, the company owned/operated **64 broadcast stations** (54 FM/AM, 8 HD, 2 low power TV) in **13 of the most populous African-American markets** in the U.S[19](index=19&type=chunk)[33](index=33&type=chunk) - The COVID-19 pandemic negatively impacted revenue sources in 2020 and 2021, particularly the radio segment due to reduced advertiser spending and shifts in consumer behavior[21](index=21&type=chunk) - In 2021, the company completed an asset exchange with Audacy, Inc., acquiring Charlotte stations and transferring St. Louis, Philadelphia, and Washington, DC stations, and received a **$7.5 million PPP loan**[25](index=25&type=chunk)[26](index=26&type=chunk) - In January 2021, Urban One closed an offering of **$825 million in 7.375% Senior Secured Notes due 2028**, using proceeds to repay existing debt facilities[27](index=27&type=chunk)[28](index=28&type=chunk) Net Revenue Contribution by Segment (2021) | Segment | Percentage of Net Revenue | | :---------------------- | :------------------------ | | Radio broadcasting | 31.8 % | | Reach Media | 10.5 % | | Digital | 13.6 % | | Cable television | 44.9 % | | Corporate/eliminations | (0.8)% | [Overview](index=8&type=section&id=Overview) Provides a general introduction to the company's business and strategic focus [Recent Developments](index=8&type=section&id=Recent%20Developments) Details significant recent events and strategic changes impacting the company [Segments](index=12&type=section&id=Segments) Describes the company's various operating segments and their contributions [Our Radio Station Portfolio, Strategy and Markets](index=12&type=section&id=Our%20Radio%20Station%20Portfolio%2C%20Strategy%20and%20Markets) Outlines the company's radio station holdings, market strategy, and geographic presence [Radio Advertising Revenue](index=18&type=section&id=Radio%20Advertising%20Revenue) Discusses the sources and trends of revenue generated from radio advertising [Cable Television, Reach Media and Digital Segments, Strategy and Sources of Revenue and Income](index=18&type=section&id=Cable%20Television%2C%20Reach%20Media%20and%20Digital%20Segments%2C%20Strategy%20and%20Sources%20of%20Revenue%20and%20Income) Explains the strategies and revenue streams for cable TV, Reach Media, and digital segments [Competition](index=20&type=section&id=Competition) Analyzes the competitive landscape across all of the company's media operations [Federal Antitrust Laws](index=22&type=section&id=Federal%20Antitrust%20Laws) Addresses the implications of federal antitrust regulations on the company's business activities [Federal Regulation of Radio Broadcasting](index=22&type=section&id=Federal%20Regulation%20of%20Radio%20Broadcasting) Details the extensive FCC regulations governing the company's radio broadcasting operations [Human Capital](index=32&type=section&id=Human%20Capital) Provides information on the company's workforce and human resource management [Environmental](index=32&type=section&id=Environmental) Discusses any environmental considerations relevant to the company's operations [Corporate Governance](index=32&type=section&id=Corporate%20Governance) Outlines the company's corporate governance structure and practices [Internet Address and Internet Access to SEC Reports](index=34&type=section&id=Internet%20Address%20and%20Internet%20Access%20to%20SEC%20Reports) Provides information on the company's online presence and access to SEC filings [Item 1A. Risk Factors](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section details risks including COVID-19 impacts, high leverage, market concentration, intense competition, regulatory challenges, and governance issues - The COVID-19 pandemic has caused significant disruption, reducing advertising spend and impacting demand for broadcast radio, with continued fluctuations anticipated[95](index=95&type=chunk)[96](index=96&type=chunk) - The company's high degree of leverage and cash commitments could limit its ability to finance strategic transactions or respond to market changes[100](index=100&type=chunk) - A substantial portion of radio segment revenue (**53.8% in 2021**) comes from four markets (Houston, Washington, DC, Atlanta, Baltimore) and Reach Media, making the company vulnerable to adverse conditions in these areas[109](index=109&type=chunk) - The media industry is highly competitive, and the company faces intense competition for audiences and advertising revenue across all its segments, including from other radio stations, broadcast/cable TV, and digital platforms[49](index=49&type=chunk)[110](index=110&type=chunk) - FCC regulations, including media ownership limits and indecency rules, could restrict acquisitions, affect operations, and lead to sanctions or increased costs[138](index=138&type=chunk)[139](index=139&type=chunk) - The Chairperson and CEO hold over **75% of the outstanding voting power**, controlling management and policy decisions, which may conflict with other stockholders' interests[154](index=154&type=chunk) [Risks Related to Our Business and Industry](index=34&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Discusses risks inherent to the company's business model and the broader media industry [Risks Related to the Nature and Operations of Our Business](index=34&type=section&id=Risks%20Related%20to%20the%20Nature%20and%20Operations%20of%20Our%20Business) Details operational risks, including content acceptance, royalties, and technological changes [Certain Regulatory Risks](index=50&type=section&id=Certain%20Regulatory%20Risks) Outlines specific regulatory challenges, particularly those from the FCC [Unique Risks Related to Our Cable Television Segment](index=54&type=section&id=Unique%20Risks%20Related%20to%20Our%20Cable%20Television%20Segment) Addresses risks specific to the company's cable television operations [Unique Risks Related to Our Capital Structure](index=56&type=section&id=Unique%20Risks%20Related%20to%20Our%20Capital%20Structure) Covers risks associated with the company's capital structure and ownership control [Item 1B. Unresolved Staff Comments](index=56&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments to report - No unresolved staff comments[157](index=157&type=chunk) [Item 2. Properties](index=58&type=section&id=ITEM%202.%20PROPERTIES) The company primarily leases offices, studios, and transmitter sites, owning most equipment, with no anticipated issues in property management - The company primarily leases office, studio, and transmitter/antenna sites, with lease terms typically **5-10 years**[159](index=159&type=chunk) - Most equipment (transmitting antennae, transmitters, studio, office) is owned by the company and is in good condition, subject to security interests under the senior credit facility[160](index=160&type=chunk) [Item 3. Legal Proceedings](index=58&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Urban One is occasionally involved in routine legal and administrative proceedings incidental to its business, but management believes the resolution of these matters will not have a material adverse effect on its financial condition or results of operations - The company is involved in routine legal and administrative proceedings, but management does not expect a material adverse effect on its financial position or results of operations[161](index=161&type=chunk) [Item 4. Mine Safety Disclosure](index=58&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURE) This item is not applicable to Urban One, Inc - Mine Safety Disclosure is not applicable[162](index=162&type=chunk) [PART II](index=58&type=section&id=PART%20II) [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=58&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) This section details market prices for Class A and D common stock, stockholder numbers, and the company's dividend policy Class A Common Stock Price Range (2020-2021) | Year | Quarter | High ($) | Low ($) | | :--- | :------ | :------- | :------ | | 2021 | First | 8.87 | 4.16 | | 2021 | Second | 20.95 | 4.56 | | 2021 | Third | 9.01 | 6.40 | | 2021 | Fourth | 11.43 | 4.47 | | 2020 | First | 2.21 | 1.06 | | 2020 | Second | 36.30 | 1.06 | | 2020 | Third | 19.63 | 3.43 | | 2020 | Fourth | 5.78 | 4.21 | Class D Common Stock Price Range (2020-2021) | Year | Quarter | High ($) | Low ($) | | :--- | :------ | :------- | :------ | | 2021 | First | 1.98 | 1.20 | | 2021 | Second | 6.45 | 1.68 | | 2021 | Third | 7.07 | 4.55 | | 2021 | Fourth | 7.40 | 3.15 | | 2020 | First | 2.00 | 0.87 | | 2020 | Second | 4.15 | 0.63 | | 2020 | Third | 2.37 | 0.85 | | 2020 | Fourth | 1.46 | 0.95 | - As of March 4, 2022, there were approximately **11,923 holders of Class A**, **2 holders of Class B**, **3 holders of Class C**, and **5,907 holders of Class D Common Stock**[168](index=168&type=chunk) - The company has not declared any cash dividends on common stock since **May 1999** and intends to retain future earnings for business use[169](index=169&type=chunk) [Price Range of Our Class A and Class D Common Stock](index=58&type=section&id=Price%20Range%20of%20Our%20Class%20A%20and%20Class%20D%20Common%20Stock) Presents the historical high and low daily closing prices for the company's common stock classes [Number of Stockholders](index=60&type=section&id=Number%20of%20Stockholders) Provides a count of stockholders for each class of the company's common stock [Dividends](index=60&type=section&id=Dividends) Outlines the company's dividend policy and history of cash dividend declarations [Item 6. Selected Financial Data](index=60&type=section&id=ITEM%206.%20SELECTED%20FINANCIAL%20DATA) This item is not required for smaller reporting companies - Selected Financial Data is not required for smaller reporting companies[170](index=170&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=60&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section analyzes Urban One's 2021 financial performance, highlighting revenue growth, 2022 strategy, liquidity, and critical accounting policies - Consolidated net revenue increased by **17.3%** for the year ended December 31, 2021, compared to 2020, primarily due to mitigation of COVID-19 economic impacts and increased demand for minority-focused media[172](index=172&type=chunk)[199](index=199&type=chunk) - The 2022 strategy aims to grow market share, improve audience share and revenue conversion in radio, and diversify revenue through its multimedia platform[172](index=172&type=chunk) Net Revenue by Source (2021 vs. 2020) | Net Revenue Source | 2021 (in thousands) | 2020 (in thousands) | $ Change (in thousands) | % Change | | :----------------- | :------------------ | :------------------ | :---------------------- | :------- | | Radio Advertising | $165,244 | $137,849 | $27,395 | 19.9 % | | Political Advertising | $3,494 | $22,484 | $(18,990) | (84.5)% | | Digital Advertising | $59,812 | $34,131 | $25,681 | 75.2 % | | Cable Television Advertising | $95,589 | $79,732 | $15,857 | 19.9 % | | Cable Television Affiliate Fees | $102,380 | $99,489 | $2,891 | 2.9 % | | Event Revenues & Other | $14,943 | $2,652 | $12,291 | 463.5 % | | **Total Net Revenue** | **$441,462** | **$376,337** | **$65,125** | **17.3 %** | Summary of Performance (2021 vs. 2020) | Metric | 2021 (in thousands) | 2020 (in thousands) | | :------------------------------------ | :------------------ | :------------------ | | Net revenue | $441,462 | $376,337 | | Broadcast and digital operating income | $179,234 | $163,891 | | Broadcast and digital operating income margin | 40.6 % | 43.5 % | | Adjusted EBITDA | $150,222 | $138,018 | | Net income (loss) attributable to common stockholders | $38,352 | $(8,113) | - Cash, cash equivalents, and restricted cash totaled approximately **$152.2 million** as of December 31, 2021[215](index=215&type=chunk) - The company refinanced its debt structure in January 2021 with **$825 million in 2028 Notes**, anticipating sufficient liquidity to meet debt service requirements[218](index=218&type=chunk)[223](index=223&type=chunk) [Overview](index=60&type=section&id=Overview) Provides an introduction to the financial discussion, including key highlights and strategic direction [Results of Operations](index=62&type=section&id=Results%20of%20Operations) Details the company's financial performance, analyzing revenue and expense trends [Measurement of Performance](index=66&type=section&id=Measurement%20of%20Performance) Explains the key financial metrics used by management to evaluate business performance [Summary of Performance](index=68&type=section&id=Summary%20of%20Performance) Presents a concise overview of the company's financial results and key performance indicators [Liquidity and Capital Resources](index=79&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's cash position, debt, and ability to fund operations and investments [Critical Accounting Policies and Estimates](index=85&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES%20AND%20ESTIMATES) Outlines significant accounting policies and estimates that require management judgment [Capital and Commercial Commitments](index=103&type=section&id=Capital%20and%20Commercial%20Commitments) Details the company's contractual obligations and future capital expenditure plans [Off-Balance Sheet Arrangements](index=107&type=section&id=Off-Balance%20Sheet%20Arrangements) Describes any off-balance sheet transactions or arrangements impacting the company's financial position [Item 7A. Quantitative and Qualitative Disclosure About Market Risk](index=107&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) This item is not required for smaller reporting companies - Quantitative and Qualitative Disclosure About Market Risk is not required for smaller reporting companies[306](index=306&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=107&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) The consolidated financial statements required by this item are filed separately on pages F-1 to F-55 of this report - Consolidated financial statements are filed on pages **F-1 to F-55**[307](index=307&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=107&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure to report - No changes in or disagreements with accountants on accounting and financial disclosure[308](index=308&type=chunk) [Item 9A. Controls and Procedures](index=107&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management assessed disclosure controls and internal control over financial reporting as effective, with no material changes in 2021 - Disclosure controls and procedures were evaluated and deemed effective as of **December 31, 2021**[309](index=309&type=chunk)[310](index=310&type=chunk) - Management concluded that internal control over financial reporting was effective as of **December 31, 2021**, based on the COSO criteria[312](index=312&type=chunk) - There were no changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect internal control over financial reporting during the year ended **December 31, 2021**[313](index=313&type=chunk) [Evaluation of disclosure controls and procedures](index=107&type=section&id=Evaluation%20of%20disclosure%20controls%20and%20procedures) Details the assessment of the company's disclosure controls and procedures by management [Management's report on internal control over financial reporting](index=109&type=section&id=Management%27s%20report%20on%20internal%20control%20over%20financial%20reporting) Presents management's conclusion on the effectiveness of internal control over financial reporting [Changes in internal control over financial reporting](index=109&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) Reports any material changes in the company's internal control over financial reporting [Item 9B. Other Information](index=109&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) There is no other information to report under this item - No other information to report[314](index=314&type=chunk) [PART III](index=110&type=section&id=PART%20III) [Item 10. Directors and Executive Officers of the Registrant](index=110&type=section&id=ITEM%2010.%20DIRECTORS%20AND%20EXECUTIVE%20OFFICERS%20OF%20THE%20REGISTRANT) Information regarding directors and executive officers is incorporated by reference from the company's proxy statement for the 2022 Annual Meeting of Stockholders - Information on directors and executive officers is incorporated by reference from the **2022 proxy statement**[317](index=317&type=chunk) [Item 11. Executive Compensation](index=110&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the company's proxy statement - Executive compensation information is incorporated by reference from the proxy statement[318](index=318&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=110&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) Information regarding security ownership of certain beneficial owners and management is incorporated by reference from the company's proxy statement - Security ownership information is incorporated by reference from the proxy statement[319](index=319&type=chunk) [Item 13. Certain Relationships and Related Transactions](index=110&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS) Information regarding certain relationships and related transactions is incorporated by reference from the company's proxy statement - Information on certain relationships and related transactions is incorporated by reference from the proxy statement[320](index=320&type=chunk) [Item 14. Principal Accounting Fees and Services](index=110&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information regarding principal accounting fees and services is incorporated by reference from the company's proxy statement - Principal accounting fees and services information is incorporated by reference from the proxy statement[321](index=321&type=chunk) [PART IV](index=111&type=section&id=PART%20IV) [Item 15. Exhibits and Financial Statement Schedules](index=111&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists financial statements, supplementary data, and a comprehensive list of exhibits filed with the annual report - Financial statements, including consolidated balance sheets, statements of operations, comprehensive income (loss), changes in stockholders' equity, and cash flows, are submitted on pages **F-1 to F-55**[324](index=324&type=chunk) - A detailed list of exhibits, including organizational documents, debt instruments, and employment agreements, is provided[325](index=325&type=chunk)[326](index=326&type=chunk)[327](index=327&type=chunk)[328](index=328&type=chunk)[329](index=329&type=chunk)[330](index=330&type=chunk)[331](index=331&type=chunk)[332](index=332&type=chunk) [Financial Statements](index=111&type=section&id=Financial%20Statements) Lists the primary consolidated financial statements included in the report [Exhibits and Financial Statements](index=111&type=section&id=EXHIBITS%20AND%20FINANCIAL%20STATEMENTS) Provides a comprehensive listing of all exhibits and financial statements filed [Item 16. Form 10-K Summary](index=117&type=section&id=ITEM%2016.%20FORM%2010-K%20SUMMARY) This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is provided[334](index=334&type=chunk) [Signatures](index=118&type=section&id=SIGNATURES) The report was signed by the CFO, Chairperson, CEO, and other directors of Urban One, Inc. on March 15, 2022 - The report was signed by Peter D. Thompson (CFO), Catherine L. Hughes (Chairperson), Alfred C. Liggins, III (CEO & President), and other directors on **March 15, 2022**[336](index=336&type=chunk)[338](index=338&type=chunk)[339](index=339&type=chunk) [Report of Independent Registered Public Accounting Firm](index=119&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) BDO USA, LLP, the independent registered public accounting firm, issued an unqualified opinion on Urban One, Inc.'s internal control over financial reporting as of December 31, 2021, based on COSO criteria. They also expressed an unqualified opinion on the consolidated financial statements for the years ended December 31, 2021 and 2020. Critical audit matters included the valuation of radio broadcasting licenses and radio goodwill impairment assessment, both sensitive to significant assumptions - BDO USA, LLP issued an unqualified opinion on the effectiveness of internal control over financial reporting as of **December 31, 2021**[340](index=340&type=chunk) - An unqualified opinion was also expressed on the consolidated financial statements for the years ended **December 31, 2021 and 2020**[341](index=341&type=chunk)[348](index=348&type=chunk) - Critical audit matters included the valuation of radio broadcasting licenses and radio goodwill impairment assessment, due to the sensitivity of fair value estimates to assumptions like projected market share, operating profit margin, growth rates, and discount rates[353](index=353&type=chunk)[354](index=354&type=chunk)[356](index=356&type=chunk)[357](index=357&type=chunk)[358](index=358&type=chunk) [Consolidated Balance Sheets](index=125&type=section&id=URBAN%20ONE%2C%20INC.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20BALANCE%20SHEETS) The consolidated balance sheets show total assets increased from **$1,195,487 thousand** in 2020 to **$1,261,108 thousand** in 2021, driven by cash and broadcasting licenses Consolidated Balance Sheet Highlights (2021 vs. 2020) | Item | December 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :------------------------------------ | :------------------------------- | :------------------------------- | | Total current assets | $313,274 | $222,966 | | Goodwill | $223,402 | $223,402 | | Radio broadcasting licenses | $505,148 | $484,066 | | Total assets | $1,261,108 | $1,195,487 | | Total current liabilities | $106,471 | $106,909 | | Long-term debt, net | $818,616 | $818,924 | | Total liabilities | $989,973 | $995,888 | | Total stockholders' equity | $254,120 | $186,898 | [Consolidated Statements of Operations](index=126&type=section&id=URBAN%20ONE%2C%20INC.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) The consolidated statements of operations show Urban One, Inc.'s financial performance for the years ended December 31, 2021, and 2020. The company reported a significant shift from a net loss of $8,113 thousand in 2020 to a net income of $38,352 thousand in 2021, driven by a 17.3% increase in net revenue and a substantial decrease in impairment charges Consolidated Statements of Operations Highlights (2021 vs. 2020) | Item | Year Ended December 31, 2021 (in thousands) | Year Ended December 31, 2020 (in thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net revenue | $441,462 | $376,337 | | Total operating expenses | $322,919 | $344,741 | | Operating income | $118,543 | $31,596 | | Interest expense | $65,702 | $74,507 | | Impairment of long-lived assets | $— | $84,400 | | Consolidated net income (loss) attributable to common stockholders | $38,352 | $(8,113) | | Basic Net Income (Loss) per share | $0.76 | $(0.18) | | Diluted Net Income (Loss) per share | $0.71 | $(0.18) | [Consolidated Statements of Comprehensive Income (Loss)](index=127&type=section&id=URBAN%20ONE%2C%20INC.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20STATEMENTS%20OF%20COMPREHENSIVE%20INCOME%20%28LOSS%29) The consolidated statements of comprehensive income (loss) show that comprehensive income attributable to common stockholders was $38,352 thousand for the year ended December 31, 2021, a significant improvement from a comprehensive loss of $8,113 thousand in 2020 Consolidated Statements of Comprehensive Income (Loss) (2021 vs. 2020) | Item | Year Ended December 31, 2021 (in thousands) | Year Ended December 31, 2020 (in thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Comprehensive income (loss) | $40,667 | $(6,569) | | Less: Comprehensive income attributable to noncontrolling interests | $2,315 | $1,544 | | Comprehensive income (loss) attributable to common stockholders | $38,352 | $(8,113) | [Consolidated Statements of Changes in Stockholders' Equity](index=128&type=section&id=URBAN%20ONE%2C%20INC.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS%27%20EQUITY) Total stockholders' equity increased from **$186,898 thousand** in 2020 to **$254,120 thousand** in 2021, driven by net income and Class A stock issuance Consolidated Statements of Changes in Stockholders' Equity Highlights (2021 vs. 2020) | Item | December 31, 2021 (in thousands) | December 31, 2020 (in thousands) | | :------------------------------------ | :------------------------------- | :------------------------------- | | Total Stockholders' Equity (End of Period) | $254,120 | $186,898 | | Consolidated net income (loss) | $38,352 | $(8,113) | | Issuance of Class A common stock | $33,277 | $14,673 | | Repurchase of Class D common stock | $(970) | $(3,612) | | Adjustment of redeemable noncontrolling interests | $(4,399) | $(3,395) | [Consolidated Statements of Cash Flows](index=129&type=section&id=URBAN%20ONE%2C%20INC.%20AND%20SUBSIDIARIES%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Net cash from operating activities increased to **$80.2 million** in 2021, with investing activities providing **$1.7 million** and financing activities using **$3.5 million** Consolidated Statements of Cash Flows Highlights (2021 vs. 2020) | Cash Flow Activity | Year Ended December 31, 2021 (in thousands) | Year Ended December 31, 2020 (in thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | | Net cash flows provided by operating activities | $80,150 | $73,867 | | Net cash flows provided by (used in) investing activities | $1,714 | $(3,413) | | Net cash flows used in financing activities | $(3,504) | $(30,142) | | Increase in cash, cash equivalents and restricted cash | $78,360 | $40,312 | | Cash, cash equivalents and restricted cash, end of period | $152,218 | $73,858 | - Cash flow from operating activities increased in 2021 primarily due to timing of payments[234](index=234&type=chunk) - Investing activities in 2021 included **$8.0 million** from the sale of broadcasting assets, offsetting capital expenditures of **$6.3 million**[235](index=235&type=chunk) - Financing activities in 2021 included **$825.0 million** borrowed from 2028 Notes and **$7.5 million** from a PPP Loan, used to repay **$855.2 million** in outstanding debt[236](index=236&type=chunk) [Notes to the Consolidated Financial Statements](index=130&type=section&id=URBAN%20ONE%2C%20INC.%20AND%20SUBSIDIARIES%20NOTES%20TO%20THE%20CONSOLIDATED%20FINANCIAL%20STATEMENTS) This section provides detailed notes on accounting policies, acquisitions, debt, income taxes, equity, and the impact of COVID-19 on operations and valuations - Urban One is an urban-oriented multi-media company with four reportable segments: radio broadcasting, Reach Media, digital, and cable television[371](index=371&type=chunk)[374](index=374&type=chunk) - In 2021, the company acquired approximately **$21.1 million** in radio broadcasting licenses as part of an asset exchange with Audacy, Inc., and sold assets to Gateway Creative Broadcasting, Inc. for **$8.0 million**[448](index=448&type=chunk) - No impairment was recorded for goodwill or radio broadcasting licenses in 2021, following **$84.4 million** in impairment charges in 2020 due to the COVID-119 pandemic's impact on market revenue growth[451](index=451&type=chunk)[452](index=452&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk) - The company closed an offering of **$825 million in 7.375% Senior Secured Notes due 2028**, using proceeds to repay previous credit facilities and notes, and received a **$7.5 million PPP Loan** in 2021[487](index=487&type=chunk)[488](index=488&type=chunk)[493](index=493&type=chunk) - As of December 31, 2021, the company had federal and state NOL carryforwards of approximately **$637.0 million** and **$410.2 million**, respectively, with a valuation allowance of **$264 thousand**[544](index=544&type=chunk)[546](index=546&type=chunk) - The company's Board authorized a new share repurchase program of up to **$25 million** for Class A and/or Class D common stock and a repurchase program for up to **$50 million** of its 2028 Senior Secured Notes on **March 7, 2022**[610](index=610&type=chunk) [1. Organization and Summary of Significant Accounting Policies](index=130&type=section&id=1.%20ORGANIZATION%20AND%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Outlines the company's structure and key accounting principles applied in financial reporting [2. Acquisitions and Dispositions](index=155&type=section&id=2.%20ACQUISITIONS%20AND%20DISPOSITIONS) Details significant business acquisitions and asset dispositions during the reporting period [3. Property and Equipment](index=157&type=section&id=3.%20PROPERTY%20AND%20EQUIPMENT) Provides information on the company's tangible assets, including their carrying values and depreciation [4. Goodwill, Radio Broadcasting Licenses and Other Intangible Assets](index=157&type=section&id=4.%20GOODWILL%2C%20RADIO%20BROADCASTING%20LICENSES%20AND%20OTHER%20INTANGIBLE%20ASSETS) Discusses the company's intangible assets, including impairment testing and valuation [5. Content Assets](index=166&type=section&id=5.%20CONTENT%20ASSETS) Describes the company's content assets and related accounting policies [6. Investments](index=168&type=section&id=6.%20INVESTMENTS) Details the company's investments, including their nature and accounting treatment [7. Other Current Liabilities](index=168&type=section&id=7.%20OTHER%20CURRENT%20LIABILITIES) Lists and explains other short-term financial obligations of the company [8. Employment Agreement Award](index=168&type=section&id=8.%20EMPLOYMENT%20AGREEMENT%20AWARD) Provides details regarding awards and compensation under employment agreements [9. Long-Term Debt](index=170&type=section&id=9.%20LONG-TERM%20DEBT) Outlines the company's long-term debt structure, covenants, and repayment schedules [10. Income Taxes](index=185&type=section&id=10.%20INCOME%20TAXES) Details the company's income tax provisions, deferred taxes, and unrecognized tax benefits [11. Stockholders' Equity](index=190&type=section&id=11.%20STOCKHOLDERS%27%20EQUITY) Explains changes in stockholders' equity, including stock repurchases and stock-based compensation [12. Profit Sharing and Employee Savings Plan](index=198&type=section&id=12.%20PROFIT%20SHARING%20AND%20EMPLOYEE%20SAVINGS%20PLAN) Describes the company's profit sharing and employee savings benefit plans [13. Commitments and Contingencies](index=198&type=section&id=13.%20COMMITMENTS%20AND%20CONTINGENCIES) Details the company's contractual commitments and potential contingent liabilities [14. Quarterly Financial Data (Unaudited)](index=202&type=section&id=14.%20QUARTERLY%20FINANCIAL%20DATA%20%28UNAUDITED%29) Presents unaudited financial data for each quarter of the reporting period [15. Segment Information](index=204&type=section&id=15.%20SEGMENT%20INFORMATION) Provides financial data broken down by the company's operating segments [16. Subsequent Events](index=206&type=section&id=16.%20SUBSEQUENT%20EVENTS) Reports significant events that occurred after the balance sheet date [Schedule II — Valuation and Qualifying Accounts](index=209&type=section&id=SCHEDULE%20II%20%E2%80%94%20VALUATION%20AND%20QUALIFYING%20ACCOUNTS) Schedule II presents the changes in the allowance for doubtful accounts and the valuation allowance for deferred tax assets for the years ended December 31, 2021, and 2020. The allowance for doubtful accounts increased to $8,743 thousand in 2021, while the valuation allowance for deferred tax assets slightly decreased to $264 thousand Allowance for Doubtful Accounts (2021 vs. 2020) | Description | Balance at Beginning of Year (in thousands) | Additions Charged to Expense (in thousands) | Deductions (in thousands) | Balance at End of Year (in thousands) | | :-------------------------- | :---------------------------------------- | :---------------------------------------- | :------------------------ | :------------------------------------ | | 2021 | $7,956 | $1,584 | $797 | $8,743 | | 2020 | $7,416 | $1,394 | $854 | $7,956 | Valuation Allowance for Deferred Tax Assets (2021 vs. 2020) | Description | Balance at Beginning of Year (in thousands) | Additions Charged to Expense (in thousands) | Deductions (in thousands) | Balance at End of Year (in thousands) | | :------------------------------------ | :---------------------------------------- | :---------------------------------------- | :------------------------ | :------------------------------------ | | 2021 | $277 | $— | $13 | $264 | | 2020 | $249 | $28 | $— | $277 |

Financial Data and Key Metrics Changes - The company reported a consolidated adjusted EBITDA of $32.5 million for Q4 2021, down from $41.7 million in Q4 2020, but up from $27.5 million in Q4 2019 [8] - Full-year adjusted EBITDA was $150.2 million compared to $138 million in 2020 and $133.5 million in 2019, exceeding the full-year adjusted EBITDA guidance for 2021 [8][18] - Net revenue for Q4 2021 was approximately $131 million, up 15.3% year-over-year [8] Business Line Data and Key Metrics Changes - The Radio segment's net revenue decreased by 11.6% year-over-year in Q4 2021 due to a decline in political advertising revenue, with political revenue down $10 million in the Radio segment [9] - Excluding political advertising, net revenue for the Radio segment increased by 15.5%, with local ad sales up 11% and national ad sales up 12% [9] - The Digital segment's revenues increased by $4.7 million in Q4 2021, driven by strong demand for black-owned and targeted brands [10] Market Data and Key Metrics Changes - The automotive advertising category was down 21.8% due to supply chain challenges, while the entertainment category saw the largest increase, up 166% year-over-year [9] - Government and public sector advertising remained the largest category, driven by government-funded pandemic outreach initiatives [9] Company Strategy and Development Direction - The company is focusing on the growing demand for minority-targeted audiences, with management noting a paradigm shift in how advertisers view these demographics [4] - The company plans to be opportunistic regarding share repurchases and expects to authorize a stock buyback program as part of its capital allocation strategy [18] - Management is exploring potential station swaps in the radio business to achieve economies of scale, although no definitive deals are currently in place [34] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the continued demand for their platforms and audiences, expecting this trend to persist for the foreseeable future [4] - The company anticipates full-year 2022 adjusted EBITDA to be between $145 million to $150 million, with potential upside if political and digital revenues exceed expectations [18] - Management acknowledged the uncertainty in the geopolitical environment and its potential impact on the economy, but emphasized the company's diversified business model as a protective factor [54][55] Other Important Information - The company recorded approximately $2 million of cost method income from its investment in the MGM National Harbor property for the quarter, with the put option currently valued at around $100 million [12] - Total gross debt was reported at $825 million, with a net leverage ratio of 4.48 times based on the last twelve months reported adjusted EBITDA [17] Q&A Session Summary Question: What is the current debt balance? - The gross debt is $825 million, with a cash balance of approximately $137 million [27] Question: What is the timeline for the casino project development? - The company expects to know within 30 days whether a referendum can be run in 2022 or if it will be postponed to 2023 [30] Question: What is the likelihood of Petersburg getting the casino? - Management indicated that it is uncertain and emphasized the political complexities involved [32] Question: What is the strategy regarding radio station acquisitions? - The company is focused on opportunities that allow for end-market scale and is currently analyzing several options [34] Question: How does the company view its leverage targets? - Management aims to keep the leverage ratio below four and is open to strategic transactions that may temporarily increase it [63]

Urban One, Inc. (NASDAQ:UONE) Q3 2021 Earnings Conference Call November 4, 2021 10:00 AM ET Company Participants Alfred Liggins - Chief Executive Officer Peter Thompson - Chief Financial Officer Kristopher Simpson - General Counsel Karen Wishart - Chief Administrative Officer Jody Drewer - Chief Financial Officer, TV One Conference Call Participants Patrick Wang - Voya Investments Matthew Sandschafer - Mesirow Operator Ladies and gentlemen, thank you for standing by and welcome to the Urban One 2021 Third Q ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delaware 52-1166660 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address ...