[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 ...

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 June 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 of pr ...

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Consolidated net income reached $0.46 million in Q1 2021, a turnaround from a $23.06 million net loss, driven by the absence of prior-year impairment charges and a major debt refinancing [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) Net revenue slightly declined to $91.4 million, but operating income improved to $23.8 million due to the absence of a prior-year impairment charge Consolidated Statements of Operations (Q1 2021 vs Q1 2020) | Financial Metric | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :--- | :--- | :--- | | **Net Revenue** | $91,440 | $94,875 | | Total Operating Expenses | $67,683 | $122,162 | | *Impairment of long-lived assets* | *$0* | *$53,650* | | **Operating Income (Loss)** | $23,757 | $(27,287) | | Interest Expense | $18,045 | $19,138 | | Loss on Retirement of Debt | $6,949 | $0 | | **Consolidated Net Income (Loss)** | $461 | $(23,058) | | **Net Income (Loss) Attributable to Common Stockholders** | $7 | $(23,187) | | **Diluted EPS** | $0.00 | $(0.51) | [Consolidated Balance Sheets](index=7&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased slightly to $1.17 billion, while liabilities decreased to $957.2 million, and stockholders' equity increased to $198.8 million Consolidated Balance Sheet Highlights | Account | March 31, 2021 (Unaudited, in thousands) | December 31, 2020 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $56,814 | $73,385 | | Total current assets | $203,893 | $222,966 | | Goodwill | $223,402 | $223,402 | | Radio Broadcasting Licenses | $484,066 | $484,066 | | **Total Assets** | **$1,168,751** | **$1,195,487** | | Total current liabilities | $77,973 | $106,909 | | Long-term debt, net | $809,857 | $818,924 | | **Total Liabilities** | **$957,185** | **$995,888** | | **Total Stockholders' Equity** | **$198,831** | **$186,898** | [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow decreased to $14.3 million, while financing activities shifted to a $30.1 million outflow due to major debt refinancing Cash Flow Summary (Q1 2021 vs Q1 2020) | Cash Flow Activity | Three Months Ended March 31, 2021 (in thousands) | Three Months Ended March 31, 2020 (in thousands) | | :--- | :--- | :--- | | Net cash flows provided by operating activities | $14,293 | $22,035 | | Net cash flows used in investing activities | $(804) | $(1,905) | | Net cash flows (used in) provided by financing activities | $(30,060) | $12,714 | | **(Decrease) Increase in Cash** | **$(16,571)** | **$32,844** | - Financing activities in Q1 2021 were dominated by a large-scale debt refinancing, including proceeds of **$825 million** from new 2028 Notes and repayments of multiple facilities totaling over **$852 million**[27](index=27&type=chunk) [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Details business segments, the January 2021 debt refinancing, Q1 2020 impairment charges, and ongoing At-The-Market stock offering programs - The company operates as a multi-media entity targeting African-American and urban consumers through four main segments: radio broadcasting (Radio One), syndicated programming (Reach Media), digital platforms (Interactive One), and cable television (TV One, CLEO TV)[30](index=30&type=chunk)[33](index=33&type=chunk) Net Revenue by Source (Q1 2021 vs Q1 2020) | Revenue Source | Q1 2021 (in thousands) | Q1 2020 (in thousands) | | :--- | :--- | :--- | | Radio Advertising | $33,340 | $38,417 | | Digital Advertising | $10,353 | $6,289 | | Cable Television Advertising | $20,702 | $21,033 | | Cable Television Affiliate Fees | $25,486 | $26,207 | | **Total Net Revenue** | **$91,440** | **$94,875** | - In January 2021, the company issued **$825 million** of 7.375% senior secured notes due 2028, using proceeds to repay and terminate several existing debt facilities, resulting in a **$6.9 million** loss on retirement of debt[94](index=94&type=chunk)[95](index=95&type=chunk) - Due to COVID-19's economic impact, the company recorded a non-cash impairment charge of approximately **$53.6 million** in Q1 2020, with no impairment recorded in Q1 2021[87](index=87&type=chunk)[89](index=89&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=43&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Net revenue decreased 3.6% due to radio segment decline, offset by digital and Reach Media growth, with operating income improving significantly [Results of Operations](index=43&type=section&id=Results%20of%20Operations) Net revenue declined 3.6% to $91.4 million, while operating income improved to $23.8 million due to lower expenses and no impairment charge Net Revenue Change by Source (Q1 2021 vs Q1 2020) | Revenue Source | Q1 2021 (in thousands) | Q1 2020 (in thousands) | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio Advertising | $33,340 | $38,417 | $(5,077) | (13.2)% | | Digital Advertising | $10,353 | $6,289 | $4,064 | 64.6% | | Cable Television Advertising | $20,702 | $21,033 | $(331) | (1.6)% | | Cable Television Affiliate Fees | $25,486 | $26,207 | $(721) | (2.8)% | | **Total Net Revenue** | **$91,440** | **$94,875** | **$(3,435)** | **(3.6)%** | - The radio broadcasting segment's net revenue decreased by **20.4%** year-over-year, while the digital segment's net revenue increased by approximately **$4.1 million**, and Reach Media's revenue grew by **16.9%**[200](index=200&type=chunk) - A loss on retirement of debt of approximately **$6.9 million** was recorded in Q1 2021 associated with the settlement of the 2028 Notes offering and the repayment of previous debt facilities[209](index=209&type=chunk) [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by operations and a new $50 million asset-backed credit facility, following a major $825 million debt refinancing in January 2021 - In January 2021, the company completed a major debt refinancing by issuing **$825 million** in 7.375% notes due 2028, simplifying its debt structure and extending maturities[222](index=222&type=chunk)[223](index=223&type=chunk) - A new **$50 million** asset-backed credit facility was established in February 2021 to provide for working capital needs, replacing a previous facility[226](index=226&type=chunk) - The company utilized At-The-Market (ATM) stock sale programs, completing a **$25 million** program in January 2021 and raising approximately **$2.8 million** in net proceeds from a new program as of March 31, 2021[221](index=221&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk exposure remains materially unchanged since the disclosures in the 2020 Annual Report on Form 10-K - There have been no material changes in the company's exposure to market risk since December 31, 2020[265](index=265&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of March 31, 2021, with no material changes in internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures are effective in providing reasonable assurance of achieving desired control objectives[266](index=266&type=chunk)[267](index=267&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[268](index=268&type=chunk) [PART II. OTHER INFORMATION](index=56&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) Routine legal proceedings are ongoing but are not expected to materially affect financial condition or operations - The company is involved in routine legal proceedings that are not expected to have a material adverse effect on its business[271](index=271&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) For a comprehensive understanding of potential risks, refer to the risk factors detailed in the 2020 Annual Report on Form 10-K - For a detailed discussion of risk factors, the report refers to the company's 2020 Annual Report on Form 10-K[272](index=272&type=chunk)

Financial Data and Key Metrics Changes - Net revenue for Q1 2021 was approximately $91.4 million, down 3.6% year-over-year [10] - Adjusted EBITDA for Q1 decreased by 10.6% year-over-year to $28.8 million [21] - Net income was $7,000, compared to a net loss of approximately $23.2 million or $0.51 per share for Q1 2020 [23] - Total gross debt as of March 31, 2021, was $825 million, with a net leverage ratio of 5.71 times [25] Business Line Data and Key Metrics Changes - Core radio revenue, excluding political, was down 13.7% year-over-year, with January down 28.4%, February down 19.9%, and March up 8.8% [10] - Reach Media's net revenue increased by 16.8% in Q1, driven by increased advertiser demand [13] - Digital segment net revenues increased by 64.7% in Q1, contributing to adjusted EBITDA growth of approximately $3.2 million year-over-year [14] - Cable television segment revenue decreased by 2.6% to approximately $46.2 million [15] Market Data and Key Metrics Changes - Cable TV advertising revenue was down 1.6%, and affiliate revenue decreased by 2.8% [15] - Cable subscribers for TV One decreased from 51.4 million at the end of Q4 2020 to 49.4 million at the end of Q1 2021 [15] Company Strategy and Development Direction - The company is optimistic about the full year, anticipating a significant rebound in radio business for Q2 [8] - Urban One is pursuing a $600 million casino resort project in Richmond, Virginia, which could create a significant new revenue stream [32][37] - The management sees a positive advertising climate for African-American owned media companies, with increased commitments from major corporations [27][30] Management's Comments on Operating Environment and Future Outlook - Management noted that the timing of advertising dollars is harder to predict, but there is a robust economy with rising demand [40] - The company is focused on deleveraging and is cautious about financing strategies, emphasizing the importance of maintaining a sustainable leverage ratio [54][104] - Management expressed confidence in achieving EBITDA targets for the full year, contingent on winning the Richmond license [60][121] Other Important Information - The company saved approximately $1 million in employee compensation and $650,000 in travel and office expenses year-over-year [17] - Capital expenditures were approximately $804,000 compared to $1.4 million last year [24] Q&A Session Summary Question: Can you provide an update on Q2 pacing? - Management indicated that Q2 pacing is currently up by more than 70%, with April finishing up about 89% [40][43] Question: What is the status of the Richmond casino project? - The company is in discussions with the city and expects to know the outcome by the end of May or early June [36][72] Question: How do you view the current M&A landscape? - Management believes the company is well-positioned to be a consolidator in the radio space, focusing on creating value through potential asset swaps or acquisitions [108][110] Question: What are the plans for free cash flow? - Management plans to allocate free cash flow towards the Richmond investment or to pay down debt, depending on the outcome of the project [123][126]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incor ...

Financial Data and Key Metrics Changes - In Q3 2020, net revenue decreased by 17.2% year-over-year to approximately $91.9 million, but increased by 20.9% from Q2 2020 [12] - EBITDA guidance for 2020 is projected to be between $125 million and $130 million, compared to $133 million in the previous year [10][11] - The net loss for Q3 2020 was approximately $12.8 million or $0.29 per share, compared to a net income of approximately $5.4 million or $0.12 per share in Q3 2019 [30] Business Line Data and Key Metrics Changes - Radio segment net revenue was down 31.9% year-over-year in Q3 but up 54.3% from Q2, including approximately $2.4 million from political advertising [12][13] - Reach Media's net revenue decreased by 29%, but adjusted EBITDA increased by approximately $1.3 million or 68% year-over-year [16] - Digital segment net revenues increased by 3.4%, driven by strength in direct advertising sales, with adjusted EBITDA growth of approximately $864,000 or 121% year-over-year [17] Market Data and Key Metrics Changes - National advertising sales for Q3 were down 21.5% year-over-year, while local ad sales were down 36% [13] - Political advertising revenue for the fourth quarter is expected to exceed $20 million, significantly higher than previous records [15] - Cable television segment revenue decreased by 2.7%, with advertising revenue down by 1.8% [17] Company Strategy and Development Direction - The company is focusing on consolidating its radio assets to create economies of scale and enhance advertiser clout [37] - A recent radio asset swap with Entercom aims to expand market presence and improve revenue potential in Charlotte [39] - The company is committed to deleveraging and maintaining liquidity throughout the pandemic, with a focus on cost control and operational efficiency [35][43] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to navigate the pandemic, citing strong performance in political advertising and improvements in core business segments [34][35] - The radio business is expected to improve in 2021, although it may not return to pre-COVID levels [47] - The company anticipates that the casino business will continue to perform well, particularly in regional markets [101] Other Important Information - The company executed a stock-based tax repurchase of 3,195 shares of Class D common stock for $6,000 [31] - A non-cash impairment expense of $29 million was recorded due to COVID-19 impacts on radio market revenue [27] - Interest expense decreased by 9.9% to approximately $18.2 million for Q3 2020 [28] Q&A Session Summary Question: Can you provide the multiple on the radio station sale in St. Louis? - The multiple was 16.8 times [52] Question: What are the fees on the MGM National Harbor put interest? - The fees are 6.67% [53] Question: How is the company planning to address near-term maturities in its capital structure? - The company plans to re-rack the entire capital structure in 2021, ideally after the COVID quarters [55][60] Question: What is the normalized EBITDA expected for 2021? - Management indicated that 2021 is not expected to return to pre-COVID levels, and they will approach budgeting cautiously [69][72] Question: Is there an opportunity for consolidation in cable TV? - While the company is focused on radio consolidation, they are also leveraging the strength of their cable assets [73][75]

[PART I. FINANCIAL INFORMATION](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Consolidated Financial Statements](index=6&type=section&id=Item%201.%20Consolidated%20Financial%20Statements) This section presents Urban One, Inc.'s unaudited consolidated financial statements for the three and nine months ended September 30, 2020, and 2019, along with detailed notes on accounting policies [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) Urban One reported a net loss of $12.8 million in Q3 2020 and $34.5 million for the nine months, primarily due to revenue declines and significant impairment charges Consolidated Statements of Operations (Unaudited, In thousands) | | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net Revenue** | $91,912 | $111,055 | $262,795 | $331,075 | | **Operating Income (Loss)** | $3,968 | $31,117 | $(2,937) | $75,034 | | **Impairment of long-lived assets** | $29,050 | $0 | $82,700 | $3,800 | | **Consolidated Net (Loss) Income** | $(12,277) | $5,687 | $(33,693) | $9,845 | | **Net (Loss) Income Attributable to Common Stockholders** | $(12,772) | $5,359 | $(34,539) | $8,846 | | **Diluted EPS** | $(0.29) | $0.12 | $(0.77) | $0.19 | [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased slightly to $1.21 billion as of September 30, 2020, primarily due to impairments, while cash and cash equivalents significantly increased to $102.2 million Consolidated Balance Sheet Highlights (Unaudited, In thousands) | | Sep 30, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $102,223 | $33,073 | | **Total current assets** | $233,543 | $186,039 | | **Goodwill** | $223,872 | $239,772 | | **Radio Broadcasting Licenses** | $516,372 | $582,697 | | **Total assets** | $1,210,537 | $1,249,919 | | **Total current liabilities** | $122,743 | $101,038 | | **Long-term debt, net** | $827,128 | $850,308 | | **Total liabilities** | $1,036,995 | $1,056,280 | | **Total stockholders' equity** | $162,425 | $183,075 | [Consolidated Statements of Cash Flows](index=12&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities increased to $64.4 million for the nine months ended September 30, 2020, supported by financing activities and a draw on the ABL facility Cash Flow Summary (Unaudited, In thousands) | | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | **Net cash flows provided by operating activities** | $64,443 | $51,048 | | **Net cash flows (used in) provided by investing activities** | $(3,651) | $9,553 | | **Net cash flows provided by (used in) financing activities** | $8,358 | $(44,588) | | **Increase in cash, cash equivalents and restricted cash** | $69,150 | $16,013 | | **Cash, cash equivalents and restricted cash, end of period** | $102,696 | $31,903 | [Notes to Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, business segments, debt structure, and significant events, including COVID-19 impacts, impairment charges, and subsequent debt and asset exchanges - The company operates as a multi-media entity targeting African-American and urban consumers across four segments: radio broadcasting, Reach Media, digital, and cable television [32](index=32&type=chunk)[35](index=35&type=chunk) - Due to COVID-19, the company recorded significant non-cash impairment charges of **$15.9 million for goodwill** and **$66.8 million for radio broadcasting licenses** for the nine months ended September 30, 2020 [64](index=64&type=chunk)[95](index=95&type=chunk) - In August 2020, the company raised approximately **$14.8 million** in net proceeds from an "at-the-market" stock offering by issuing **2.9 million Class A shares** [143](index=143&type=chunk) - Subsequent to quarter-end, the company successfully exchanged **$347.0 million** (99.15% of outstanding) of its 7.375% Senior Secured Notes for new 8.75% notes with a later maturity to enhance financial flexibility [180](index=180&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk) - In November 2020, the company signed an asset exchange agreement with Entercom Communications Corp., trading stations in St. Louis, Philadelphia, and Washington, D.C. for stations in Charlotte, NC [188](index=188&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant negative impact of COVID-19 on revenues, particularly in radio, leading to net losses, but notes improved operating cash flow and bolstered liquidity through cost-cutting and financing actions [Results of Operations](index=50&type=section&id=Results%20of%20Operations) Net revenue declined 17.2% in Q3 2020 and 20.6% for the nine months, primarily due to reduced radio advertising, partially offset by political advertising and significant cost-cutting measures Net Revenue by Source - Q3 2020 vs Q3 2019 (In thousands) | Revenue Source | Q3 2020 | Q3 2019 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio Advertising | $34,919 | $50,813 | $(15,894) | (31.3)% | | Political Advertising | $4,324 | $300 | $4,024 | 1,341.3% | | Digital Advertising | $8,121 | $8,171 | $(50) | (0.6)% | | Cable Television Advertising | $19,603 | $20,649 | $(1,046) | (5.1)% | | Cable Television Affiliate Fees | $24,421 | $25,330 | $(909) | (3.6)% | | Event Revenues & Other | $524 | $5,792 | $(5,268) | (91.0)% | | **Total Net Revenue** | **$91,912** | **$111,055** | **$(19,143)** | **(17.2)%** | - Operating expenses for Q3 2020 significantly decreased across programming, technical, and SG&A categories due to extensive cost-cutting initiatives [214](index=214&type=chunk)[216](index=216&type=chunk) - A non-cash impairment charge of **$29.1 million** was recorded in Q3 2020, related to goodwill and radio broadcasting licenses [220](index=220&type=chunk) Broadcast and Digital Operating Income (Non-GAAP) (In thousands) | | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Broadcast and digital operating income** | $44,194 | $43,644 | $112,002 | $122,122 | | **Broadcast and digital operating income margin** | 48.1% | 39.3% | 42.6% | 36.9% | [Liquidity and Capital Resources](index=60&type=section&id=Liquidity%20and%20Capital%20Resources) The company bolstered liquidity through cost-cutting, a $27.5 million ABL facility draw, and a $14.8 million stock offering, projecting adequate cash and covenant compliance for the next 12 months - The company drew approximately **$27.5 million** on its ABL Facility in March 2020 to enhance liquidity amid pandemic uncertainty [250](index=250&type=chunk) - Management concluded the company has adequate cash reserves and will meet debt service requirements and covenants for at least the next 12 months, following reforecasts and cost-cutting [249](index=249&type=chunk)[250](index=250&type=chunk) Debt Covenant Compliance as of September 30, 2020 | Covenant | Actual Ratio | Covenant Limit | Status | | :--- | :--- | :--- | :--- | | **2017 Credit Facility** | | | | | Interest Coverage Ratio | 2.02x | > 1.25x | Compliant | | Senior Secured Leverage Ratio | 4.55x | < 5.85x | Compliant | | **2018 Credit Facility** | | | | | Total Gross Leverage Ratio | 6.36x | < 7.50x | Compliant | [Critical Accounting Policies and Estimates](index=63&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting estimates include goodwill and radio broadcasting license valuations, which saw significant impairment charges in 2020, and the realizability of deferred tax assets - Goodwill and radio broadcasting licenses represent approximately **61.2% of total assets** as of September 30, 2020, making their valuation a critical estimate [263](index=263&type=chunk) Impairment Charges for Nine Months Ended Sep 30, 2020 (in millions) | Asset | Impairment Charge | | :--- | :--- | | Goodwill (Atlanta & Indianapolis) | $15.9 | | Radio Broadcasting Licenses (various markets) | $66.8 | - Management concluded that the company's deferred tax assets (DTAs) are more likely than not realizable, based on cumulative income and future profitability forecasts, avoiding a valuation allowance [273](index=273&type=chunk)[274](index=274&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=68&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk exposure has not materially changed since its December 31, 2019, Annual Report on Form 10-K disclosures - There have been no material changes to the company's market risk exposure since December 31, 2019 [293](index=293&type=chunk) [Item 4. Controls and Procedures](index=68&type=section&id=Item%204.%20Controls%20and%20Procedures) The CEO and CFO concluded that disclosure controls and procedures were not effective as of September 30, 2020, due to previously identified material weaknesses, with remediation efforts ongoing - Management concluded that disclosure controls and procedures are not effective due to previously identified material weaknesses [294](index=294&type=chunk) - The company is actively remediating three material weaknesses identified in the 2019 Form 10-K, with completion expected in 2020 [298](index=298&type=chunk) [PART II. OTHER INFORMATION](index=70&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=70&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings not expected to materially affect its financial condition or results of operations - Urban One states that ongoing legal proceedings are routine and not expected to have a material adverse effect on the company [301](index=301&type=chunk) [Item 1A. Risk Factors](index=70&type=section&id=Item%201A.%20Risk%20Factors) The primary risk factor is the significant and uncertain impact of the COVID-19 pandemic on advertising demand and event revenues, despite the company's cost-cutting and liquidity measures - The COVID-19 outbreak is causing significant disruption, with advertisers reducing or eliminating spending, particularly impacting the radio segment's reliance on local advertisers [302](index=302&type=chunk) - The pandemic has led to the postponement or cancellation of special events, including the 2020 Tom Joyner Foundation Fantastic Voyage cruise, impacting alternative revenue sources [302](index=302&type=chunk) - To mitigate financial impact, the company implemented cost-cutting measures and drew **$27.5 million** on its ABL facility to enhance liquidity [304](index=304&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=71&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None [307](index=307&type=chunk) [Item 3. Defaults Upon Senior Securities](index=71&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None [308](index=308&type=chunk) [Item 4. Mine Safety Disclosures](index=71&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable [309](index=309&type=chunk) [Item 5. Other Information](index=71&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None [310](index=310&type=chunk) [Item 6. Exhibits](index=71&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and XBRL financial data - Exhibits filed include CEO/CFO certifications under Sarbanes-Oxley Sections 302 and 906, and the XBRL Interactive Data File [311](index=311&type=chunk)