Table of Contents 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, 2025 OR o 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 inco ...

Financial Performance - For Q4 2025, Urban One reported net revenue of approximately $97.8 million, a decrease of 16.5% from Q4 2024[2] - The operating loss for Q4 2025 was approximately $54.0 million, compared to an operating loss of approximately $1.9 million in Q4 2024[2] - Adjusted EBITDA for Q4 2025 was approximately $15.6 million, down from approximately $26.9 million in Q4 2024[2] - The net loss for Q4 2025 was approximately $54.4 million, or $(12.24) per share, compared to a net loss of $35.7 million, or $(7.81) per share, in Q4 2024[2] - Urban One's full-year Adjusted EBITDA for 2025 was $56.7 million, within the previous guidance range[4] - For the twelve months ended December 31, 2025, net revenue was $374.4 million, a decrease of approximately 16.7% from $449.7 million in 2024[11] - Adjusted EBITDA for the year ended December 31, 2025, was $56.7 million, down from $103.5 million in 2024, representing a decline of approximately 45.5%[12] - The company reported a net loss attributable to common stockholders of $146.9 million for the year ended December 31, 2025, compared to a net loss of $105.4 million in 2024[12] - Cash and cash equivalents decreased to $26.4 million as of December 31, 2025, from $137.6 million in 2024, reflecting a decline of approximately 80.8%[15] - Total long-term debt, net, was $429.7 million as of December 31, 2025, down from $579.1 million in 2024, a reduction of approximately 25.8%[15] Revenue Breakdown - Revenue from the Radio Broadcasting segment for Q4 2025 was $35.1 million, down from $47.7 million in Q4 2024, a decrease of approximately 26.4%[20] - Revenue from the Reach Media segment increased to $13.8 million in Q4 2025, up from $9.6 million in Q4 2024, an increase of approximately 43.8%[20] - Revenue from the Digital segment decreased to $14.7 million in Q4 2025, down from $18.3 million in Q4 2024, a decline of approximately 19.6%[20] - Revenue from the Cable Television segment was $34.9 million in Q4 2025, compared to $42.0 million in Q4 2024, a decrease of approximately 16.8%[20] - Radio advertising revenue decreased by $6.9 million or 15.7% to $37.1 million, while political advertising revenue saw a significant drop of $12.6 million, resulting in $836,000 for the quarter[21] Operating Expenses - The total operating expenses for Q4 2025 were $151.9 million, compared to $119.0 million in Q4 2024[5] - Operating expenses for the three months ended December 31, 2025, were approximately $90.2 million, a slight decrease from $91.1 million in the same period of 2024, excluding specific one-time costs[23] - The total operating expenses for 2025 were $544,492,000, resulting in an operating loss of $170,121,000[34] Impairment and Depreciation - Impairment of goodwill and intangible assets was approximately $55.3 million for the three months ended December 31, 2025, compared to $24.2 million in the same period of 2024[24] - The company recognized an impairment of goodwill and intangible assets amounting to $191,816,000 for the year ended December 31, 2025[34] - Depreciation and amortization expense increased to approximately $6.1 million for the three months ended December 31, 2025, up from $1.6 million in the same period of 2024[25] Debt and Financing - The company repurchased $185.0 million of its 2028 Notes for $111.0 million as part of a private placement debt exchange[2] - The company entered into an Amended and Restated ABL Credit Agreement providing commitments of up to $75.0 million, with an additional capacity of $25.0 million[3] - The company recognized a premium of approximately $69.2 million on the 2031 Second Lien Notes and 2030 First Lien Notes as part of its debt restructuring[17] - The company reported a gain on retirement of debt amounting to $44,009,000 for the year ended December 31, 2025[34] Stock and Compliance - Urban One regained compliance with Nasdaq listing requirements by executing a 1-for-10 reverse stock split in January 2026[4] - For the three months ended December 31, 2025, Urban One had 4,444,458 shares of common stock outstanding on a weighted average basis, compared to 4,565,959 shares for the same period in 2024, reflecting a decrease of approximately 2.6%[42] Strategic Initiatives - Urban One, Inc. plans to realign segment information effective January 1, 2025, to better evaluate segment performance[38] - The company emphasizes the importance of broadcast and digital operating income as a measure of its core operating segments' performance[42] - Urban One's strategic focus includes expanding its media offerings and enhancing its digital presence to better serve its target demographics[41] - The company provides advertisers with a unique delivery mechanism to reach African American and urban audiences through its multi-media operations[41] - Urban One's controlling interest in Reach Media, Inc. allows it to operate popular syndicated programming, further expanding its audience reach[41] - The company owns iOne Digital, a platform serving the African American community through various digital brands, enhancing its market presence[41] Conference Call Information - The conference call to discuss the fourth quarter results is scheduled for March 12, 2026, at 10:00 a.m. EDT[39] - A replay of the conference call will be available from March 12, 2026, until March 19, 2026, providing access to stakeholders for further insights[40]

Core Viewpoint - Urban One is conducting its Fourth Quarter Earnings Call for 2025, focusing on financial performance and future projections [1]. Group 1: Financial Performance - Urban One will discuss certain non-GAAP financial measures during the call, which will be reconciled to GAAP either during the call or in a press release available on the company's website [3]. Group 2: Forward-Looking Statements - The company will share forward-looking statements regarding future events or performance, while cautioning that actual results may differ due to various risks and uncertainties [2].

Core Insights - Urban One, Inc. reported a net revenue of approximately $97.8 million for Q4 2025, a decrease of 16.5% compared to Q4 2024 [1][4] - The company experienced an operating loss of approximately $54.0 million in Q4 2025, compared to an operating loss of approximately $1.9 million in Q4 2024 [1][4] - The net loss for Q4 2025 was approximately $54.4 million or $(12.24) per share, compared to a net loss of $35.7 million or $(7.81) per share in Q4 2024 [1][2] Financial Performance - Total net revenue for the year ended December 31, 2025, was approximately $374.4 million, down 16.7% from $449.7 million in 2024 [1][4] - The company reported adjusted EBITDA of approximately $15.6 million for Q4 2025, down from approximately $26.9 million in Q4 2024 [1][3] - Impairment of goodwill and intangible assets was approximately $55.3 million in Q4 2025, compared to $24.2 million in Q4 2024 [1][4] Segment Performance - Revenue from the Radio Broadcasting segment was approximately $35.1 million in Q4 2025, down from $47.7 million in Q4 2024, primarily due to a decrease in political advertising [4][5] - The Reach Media segment saw an increase in revenue to approximately $13.8 million in Q4 2025 from $9.6 million in Q4 2024, driven by event revenue [4][5] - The Cable Television segment reported revenue of approximately $34.9 million in Q4 2025, down from $42.0 million in Q4 2024, attributed to subscriber churn and lower advertising sales [4][5] Debt and Financing - On December 18, 2025, the company completed a private placement debt exchange, repurchasing $185.0 million of 2028 Notes for $111.0 million [1][3] - The company issued $60.6 million of 10.500% first lien senior secured notes due 2030 and $291.0 million of 7.625% second lien secured notes due 2031 [1][3] - The Amended and Restated ABL Credit Agreement provides commitments of up to $75.0 million, with an additional capacity of up to $25.0 million for working capital and corporate purposes [1][3] Market Outlook - The CEO noted a challenging Q4 due to non-recurring political advertising and declining audience delivery in cable TV, but expressed optimism for recovery in Q1 2026 [1][3] - The company anticipates a significant recovery in cable TV delivery due to revised Nielsen methodology, projecting a lift of approximately 40.0% - 50.0% compared to Q4 2025 [1][3] - Radio pacings in Q1 2026 are currently down 5.0%, but the company remains positive about mid-term political revenues later in the year [1][3]

Core Viewpoint - Urban One, Inc. has announced a reverse stock split of its common stock at a ratio of 10 for 1 to comply with Nasdaq's minimum bid price requirement for its Class D Common Stock [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will take effect at 11:59 p.m. on January 22, 2026, with trading on a split-adjusted basis starting on January 23, 2026 [3]. - Every 10 shares of Class A and Class D Common Stock will be converted into one share of the respective class [4]. - No fractional shares will be issued; instead, stockholders will receive cash equivalent to the closing sales price on the Effective Date for any fractional shares [5]. Group 2: Impact on Shareholders - The reverse stock split will be applied uniformly across all classes of common stock, ensuring that stockholders' percentage of ownership and voting power remains unchanged, aside from minor adjustments due to fractional shares [6]. - The reverse stock split will not affect the company's underlying business operations or total stockholders' equity [6]. Group 3: Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S., owning TV One and operating 74 broadcast stations across major African-American markets [7]. - The company also has a controlling interest in Reach Media, Inc., providing syndicated programming, and owns iOne Digital, a platform serving the African American community through various digital brands [7].

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

Core Viewpoint - Urban One, Inc. has initiated offers to exchange and purchase its outstanding 7.375% Senior Secured Notes due 2028, with significant participation from Eligible Holders, indicating strong interest in the restructuring of its debt obligations [1][2]. Group 1: Offers Overview - The company announced three main offers: an Exchange Offer for existing notes, a Tender Offer to purchase up to $185 million of existing notes for cash, and a Subscription Offer for newly issued notes [1]. - The Exchange Offer involves exchanging existing notes for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash [1]. - The Subscription Offer allows Eligible Holders to purchase up to $60.6 million in newly issued 10.500% First Lien Senior Secured Notes due 2030 [1]. Group 2: Participation and Tender Results - As of the Early Tender Date, approximately $450 million in existing notes, or about 92.2% of the total outstanding, were tendered by Eligible Holders [2]. - The Tender Offer was oversubscribed, with more existing notes tendered than the $185 million cap, leading to proration for accepted notes [3][13]. - Eligible Holders who participated in the Exchange Offer and Tender Offer received specific cash and exchange considerations based on their participation type [9][12]. Group 3: Consent Solicitation and Amendments - The company received the necessary consents from Eligible Holders to adopt proposed amendments to the indenture governing the existing notes, which include eliminating restrictive covenants and modifying default provisions [5]. - The proposed amendments will take effect only upon the successful completion of the Exchange Offer and Tender Offer [6]. Group 4: Key Dates and Conditions - The Offers and Consent Solicitation will expire on December 15, 2025, unless extended or terminated earlier [8]. - Eligible Holders must tender all existing notes they hold to participate in the Offers, and partial tenders will not be accepted [8]. - The consummation of the Offers is subject to certain conditions, including the performance of obligations by Supporting Noteholders [15].

Financial Performance - For Q3 2025, Urban One, Inc. reported net revenue of approximately $92.7 million, a decrease of 16.0% from Q3 2024[1] - Operating income for Q3 2025 was approximately $2.5 million, compared to an operating loss of approximately $26.2 million in Q3 2024[1] - Adjusted EBITDA for Q3 2025 was approximately $14.2 million, down from approximately $25.4 million in Q3 2024[1] - The net loss for Q3 2025 was approximately $2.8 million, compared to a net loss of approximately $31.8 million in Q3 2024[2] - Adjusted EBITDA for the nine months ended September 30, 2025, was $41.018 million, down from $76.593 million in the same period of 2024, reflecting a decline of approximately 46.4%[6] - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was $(2.07) per share, compared to $(1.43) per share in 2024[6] - The net loss attributable to common stockholders for the three months ended September 30, 2025, was $2,830,000, compared to a net income of $3,454,000 in 2024[20] - The net loss attributable to common stockholders for the nine months ended September 30, 2025, was $92,474,000[22] - The company experienced a net loss of $69,736,000 attributable to common stockholders for the nine months ended September 30, 2024[23] Revenue Breakdown - Revenues from Reach Media and Digital segments fell by 40.0% and 30.0% respectively, which was at the lower end of expectations[1] - Revenue from the Radio Broadcasting segment decreased to approximately $34.7 million, down from $39.7 million, reflecting a decline of about 12.6% due to weaker market demand[9] - Revenue from the Reach Media segment fell to approximately $6.1 million, a decrease of approximately 40.2% from $10.2 million, primarily due to reduced national sales[9] - Digital segment revenue decreased to approximately $12.7 million, down from $18.3 million, representing a decline of about 30.6% driven by lower direct and political revenue streams[9] - Cable Television segment revenue was approximately $39.8 million, down from $42.8 million, a decrease of about 7.0% attributed to subscriber churn and lower advertising sales[9] - For the nine months ended September 30, 2025, net revenue reached $276,543,000, with Cable Television contributing $124,053,000[22] - For the nine months ended September 30, 2024, total net revenue was $332,547,000, with significant contributions from Cable Broadcasting and Media[23] Operating Expenses - The total operating expenses for Q3 2025 were approximately $90.2 million, down from $136.6 million in Q3 2024[2] - Operating expenses for the three months ended September 30, 2025, were approximately $83.7 million, a decrease from approximately $87.4 million in the same period of 2024[11] - Total operating expenses for the nine months ended September 30, 2025, were $392,619,000, resulting in an operating loss of $116,076,000[22] - Total operating expenses for the same period were $136,590,000, leading to an operating loss of $26,197,000[21] Debt and Shareholder Actions - During Q3 2025, Urban One repurchased $4.5 million of its 2028 Notes at an average price of approximately 52.0% of par, reducing outstanding debt to $487.8 million[1] - Total debt as of September 30, 2025, was $484.278 million, down from $579.069 million as of December 31, 2024[7] - The company repurchased approximately $0.3 million of Class A Common Stock and $0.4 million of Class D Common Stock during the three months ended September 30, 2025[18] - For the three months ended September 30, 2025, Urban One had 44,366,979 shares of common stock outstanding on a weighted average basis (basic), a decrease from 47,105,290 shares for the same period in 2024[29] - The weighted average shares outstanding for the nine months ended September 30, 2025, was 44,631,511, down from 48,614,438 shares for the same period in 2024[29] Asset and Impairment Information - Total assets as of September 30, 2025, were $723.476 million, a decrease from $944.790 million as of December 31, 2024[7] - The company recognized non-recurring litigation settlement costs of approximately $3.1 million related to royalty rate increases due to settled litigation in August 2025[6] - The company recorded no impairment of goodwill and intangible assets for the three months ended September 30, 2025, compared to an impairment of approximately $46.8 million in 2024[12] - The company reported an impairment of goodwill and intangible assets amounting to $46,823,000 for the three months ended September 30, 2024[21] Business Operations and Strategy - Urban One's digital platform, iOne Digital, serves the African American community through various websites, enhancing its reach and engagement with urban consumers[26] - The company operates syndicated programming through its controlling interest in Reach Media, which includes popular shows like the Rickey Smiley Morning Show[26] - Urban One's broadcast and digital operating income is a key metric for assessing the performance of its core operating segments, reflecting the diverse nature of its business[29] - The company provides advertisers with a unique delivery mechanism to reach African American and urban audiences, leveraging its multimedia operations[26] - Urban One's revenue-generating assets include a television network, TV One, which serves over 35 million households with original programming and classic series[26] - The company is focused on expanding its market presence and enhancing its product offerings to better serve its target audience[26]

Revenue Performance - Net revenue for the three months ended September 30, 2025, was approximately $92.7 million, a decrease of 16.0% from $110.4 million in the same period of 2024[156]. - Revenue from the Radio Broadcasting segment decreased to approximately $34.7 million in Q3 2025 from $39.7 million in Q3 2024, primarily due to weaker market demand and non-returning political revenues[156]. - The Digital segment generated approximately $12.7 million in revenue for Q3 2025, down from $18.3 million in Q3 2024, reflecting a decrease in direct revenue streams and political revenue[156]. - The Cable Television segment reported revenue of approximately $39.8 million in Q3 2025, compared to $42.8 million in Q3 2024, driven by subscriber churn and lower advertising sales[156]. - Net revenue for the nine months ended September 30, 2025, was approximately $276.5 million, a decrease of $56.0 million or 16.8% compared to $332.5 million in the same period of 2024[169]. - Total revenue for the nine months ended September 30, 2025, was approximately $148.6 million, a decrease of $20.6 million or 12.2% compared to $169.2 million in the same period of 2024[171]. Operating Expenses - Operating expenses totaled approximately $90.2 million for Q3 2025, a decrease of 34.0% from $136.6 million in Q3 2024[155]. - Selling, general and administrative expenses for the three months ended September 30, 2025, were approximately $49.0 million, down $4.5 million or 8.4% from $53.5 million in 2024[158]. - Selling, general and administrative expenses decreased to approximately $148.6 million for the nine months ended September 30, 2025, down from approximately $169.2 million in 2024, primarily due to lower headcount and reduced costs[171]. - Stock-based compensation expense decreased to approximately $0.4 million for the three months ended September 30, 2025, a reduction of $0.8 million or 68.3% compared to $1.2 million in 2024[159]. - Stock-based compensation expense decreased by 55.3% to approximately $1.6 million for the nine months ended September 30, 2025, compared to approximately $3.6 million in 2024, due to no executive grants during 2025[172]. Net Loss and Profitability - The company reported a net loss attributable to common stockholders of approximately $2.8 million for Q3 2025, a significant improvement from a net loss of $31.8 million in Q3 2024, reflecting a 91.1% reduction[155]. - Net loss attributable to common stockholders for the nine months ended September 30, 2025, was approximately $92.5 million, an increase of $22.7 million or 32.6% compared to a net loss of $69.7 million in 2024[168]. - Adjusted EBITDA for the three months ended September 30, 2025, was $14.2 million, down 44% from $25.4 million in the prior year[187]. - Broadcast and digital operating income decreased to approximately $68.6 million for the nine months ended September 30, 2025, a decrease of 32.5% from approximately $101.6 million in 2024, with declines across most segments[185]. Impairment and Amortization - Impairment of goodwill and intangible assets was $0 for the three months ended September 30, 2025, compared to $46.8 million in 2024, marking a 100% decrease[161]. - The Company recognized an impairment loss of approximately $121.3 million associated with radio broadcasting licenses during the three months ended June 30, 2025[222]. - The useful life of broadcasting licenses was reassessed from indefinite-lived to finite-lived, resulting in an amortization expense of $3.8 million for the three months ended September 30, 2025[226]. - The useful life of the TV One Trade Name was also reassessed to a finite-lived intangible asset, leading to an amortization expense of $0.6 million for the three months ended September 30, 2025[228]. - The company recognized an impairment loss of approximately $3.9 million for the Radio Broadcasting reporting units during the nine months ended September 30, 2025, indicating a continued decline in revenues[231]. - The iOne reporting unit also experienced a decline in revenues, leading to an impairment loss of approximately $4.9 million recognized during the nine months ended September 30, 2025[237]. Cash Flow and Liquidity - Cash, cash equivalents, and restricted cash balance was approximately $79.8 million as of September 30, 2025, with no borrowings outstanding on the Current ABL Facility[191]. - Net cash flows provided by operating activities increased to approximately $8.1 million for the nine months ended September 30, 2025, compared to $1.9 million for the same period in 2024[213]. - Net cash flows used in investing activities were approximately $7.3 million for the nine months ended September 30, 2025, up from $1.7 million in 2024, primarily due to capital expenditures of approximately $6.9 million[215]. - Net cash flows used in financing activities decreased to approximately $58.6 million for the nine months ended September 30, 2025, from $118.2 million in 2024, with $51.9 million paid to repurchase 2028 Notes[216]. - Cash flows from operations and other sources of liquidity are expected to be sufficient to meet foreseeable cash requirements[214]. Debt and Financing - The company repurchased approximately $96.7 million of its 2028 Notes during the nine months ended September 30, 2025, at an average price of approximately 53.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million[204]. - The total outstanding aggregate principal amount of the senior secured notes due 2028 was approximately $487.8 million as of September 30, 2025[205]. - The Company closed on an asset-backed credit facility providing up to $50.0 million in revolving loan borrowings, with no balance outstanding as of September 30, 2025[206]. - The Current ABL Facility matures five years from its effective date or 91 days prior to the maturity of the Company's 2028 Notes[212]. - The Current ABL Facility provides for up to $50.0 million in revolving loan borrowings, with no balance outstanding as of September 30, 2025[254]. Market Conditions and Risks - Macroeconomic conditions, including tariffs, inflation, and interest rates, may adversely affect the company's revenues[192]. - Key assumptions for the Radio Market reporting units included a discount rate of 9.5%, a revenue growth rate range of (34.5)% to 53.1%, and an operating profit margin range of (4.9)% to 43.1%[233].

[Executive Summary](index=1&type=section&id=Executive%20Summary) This section provides a high-level overview of Urban One's Q2 2025 financial performance, key challenges, and strategic responses [Q2 2025 Consolidated Financial Highlights](index=1&type=section&id=Q2%202025%20Consolidated%20Financial%20Highlights) Urban One, Inc. reported a significant decline in Q2 2025 financial performance, with net revenue down 22.2% and increased operating and net losses, alongside a sharp Adjusted EBITDA decline Q2 2025 Consolidated Financial Highlights (in millions) | Metric | Q2 2025 (approx.) | Q2 2024 (approx.) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Net Revenue | $91.6 | $117.7 | -22.2% | | Operating Loss | $(120.7) | $(60.4) | +99.8% | | Broadcast and Digital Operating Income | $25.7 | $34.2 | -25.0% | | Net Loss | $(77.9) | $(45.4) | +71.6% | | Net Loss per Share (basic) | $(1.74) | $(0.94) | +85.1% | | Adjusted EBITDA | $14.0 | $28.9 | -51.5% | [CEO Commentary and Business Outlook](index=1&type=section&id=CEO%20Commentary%20and%20Business%20Outlook) The CEO attributed weak Q2 results to underperformance in Reach Media and Digital segments, reduced guidance, and outlined focuses on cost control, leverage, and debt repurchase - Second quarter results were impacted by weaker than expected performance in Reach Media and Digital segments, partly due to the timing of the annual Tom Joyner Fantastic Voyage (Q2 2024 revenue of **$9.6 million**, moving to Q4 2025)[2](index=2&type=chunk) - Reach Media experienced client attrition and lower CPMs, leading to a **loss-making quarter** for the segment[2](index=2&type=chunk) - Digital business faced lower advertising demand and reduced streaming CPMs[2](index=2&type=chunk) - Core radio advertising was down **11.8%** (excluding digital), with double-digit declines in national radio advertising demand. Cable TV advertising was down **4.2%** and affiliate revenue down **11.7%** due to subscriber churn[2](index=2&type=chunk) - Full-year guidance for Adjusted EBITDA has been reduced to **$60.0 million** due to broad economic headwinds[2](index=2&type=chunk) - The company repurchased **$64.0 million** of its 2028 Notes at approximately **51.8% of par**, reducing outstanding debt to **$492.3 million**[2](index=2&type=chunk) [Consolidated Financial Performance](index=2&type=section&id=Consolidated%20Financial%20Performance) This section details the company's overall financial results, highlighting significant declines in revenue and increased losses for the quarter and year-to-date [Consolidated Statements of Operations](index=2&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant deterioration in financial results for both the three and six months ended June 30, 2025, compared to the prior year Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | NET REVENUE | $91,631 | $117,744 | $183,866 | $222,154 | | Total operating expenses | $212,315 | $178,165 | $302,452 | $269,687 | | Operating loss | $(120,684) | $(60,421) | $(118,586) | $(47,533) | | Gain on retirement of debt | $30,297 | $7,425 | $41,884 | $15,299 | | Benefit from income taxes | $21,382 | $18,512 | $5,724 | $16,010 | | NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $(77,902) | $(45,431) | $(89,644) | $(37,938) | [Segment Performance Analysis](index=3&type=section&id=Segment%20Performance%20Analysis) This section analyzes the financial performance of Urban One's operating segments, including reclassifications and detailed revenue and Adjusted EBITDA trends [Segment Reclassification](index=3&type=section&id=Segment%20Reclassification) Effective January 1, 2025, Urban One reclassified its segments, moving CTV from Digital to Cable Television, and recast prior period information for consistency - The Company transferred the CTV offering from the Digital segment to the Cable Television segment, effective January 1, 2025, and reclassified prior period information accordingly[4](index=4&type=chunk) - Prior period segment information was also recast between Sales and marketing and General and administrative expenses to conform to the presentation used by the Chief Operating Decision Maker (CODM)[4](index=4&type=chunk) [Segment Financial Performance (Three Months Ended June 30)](index=3&type=section&id=Segment%20Financial%20Performance%20(Three%20Months%20Ended%20June%2030)) For Q2 2025, most segments experienced revenue declines, with Reach Media and Digital becoming loss-making in Adjusted EBITDA, while Cable Television remained the strongest contributor Net Revenue by Segment (in thousands) | Segment | Q2 2025 Net Revenue | Q2 2024 Net Revenue | Change ($) | Change (%) | | :---------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio Broadcasting | $36,693 | $41,999 | $(5,306) | -12.6% | | Reach Media | $5,315 | $18,929 | $(13,614) | -71.9% | | Digital | $10,254 | $14,072 | $(3,818) | -27.1% | | Cable Television | $40,070 | $43,312 | $(3,242) | -7.5% | Adjusted EBITDA by Segment (in thousands) | Segment | Q2 2025 Adjusted EBITDA | Q2 2024 Adjusted EBITDA | Change ($) | Change (%) | | :---------------- | :---------------------- | :---------------------- | :--------- | :--------- | | Radio Broadcasting | $6,938 | $9,495 | $(2,557) | -26.9% | | Reach Media | $(1,651) | $3,457 | $(5,108) | -147.8% | | Digital | $(146) | $2,714 | $(2,860) | -105.4% | | Cable Television | $18,056 | $16,022 | $2,034 | +12.7% | [Segment Financial Performance (Six Months Ended June 30)](index=5&type=section&id=Segment%20Financial%20Performance%20(Six%20Months%20Ended%20June%2030)) For H1 2025, consolidated net revenue decreased by 17.2%, with Reach Media and Digital reporting negative Adjusted EBITDA, and Cable Television remaining the primary positive contributor Net Revenue by Segment (in thousands) | Segment | H1 2025 Net Revenue | H1 2024 Net Revenue | Change ($) | Change (%) | | :---------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio Broadcasting | $69,303 | $78,350 | $(9,047) | -11.5% | | Reach Media | $11,168 | $27,401 | $(16,233) | -59.2% | | Digital | $20,466 | $26,260 | $(5,794) | -22.1% | | Cable Television | $84,263 | $91,317 | $(7,054) | -7.7% | Adjusted EBITDA by Segment (in thousands) | Segment | H1 2025 Adjusted EBITDA | H1 2024 Adjusted EBITDA | Change ($) | Change (%) | | :---------------- | :---------------------- | :---------------------- | :--------- | :--------- | | Radio Broadcasting | $9,786 | $15,129 | $(5,343) | -35.3% | | Reach Media | $(2,202) | $5,287 | $(7,489) | -141.6% | | Digital | $(88) | $5,061 | $(5,149) | -101.7% | | Cable Television | $36,648 | $35,323 | $1,325 | +3.8% | [Revenue Analysis by Source](index=9&type=section&id=Revenue%20Analysis%20by%20Source) This section provides a detailed breakdown of net revenue by source, highlighting declines across all major categories for both quarterly and year-to-date periods [Net Revenue by Source (Three and Six Months Ended June 30)](index=9&type=section&id=Net%20Revenue%20by%20Source%20(Three%20and%20Six%20Months%20Ended%20June%2030)) All major revenue streams declined for both the three and six months ended June 30, 2025, with event revenues and political advertising seeing the most significant percentage decreases Net Revenue by Source (Three Months Ended June 30, in thousands) | Revenue Source | 2025 | 2024 | $ Change | % Change | | :--------------- | :---------- | :---------- | :---------- | :--------- | | Radio advertising | $38,627 | $45,421 | $(6,794) | (15.0)% | | Political advertising | $254 | $2,152 | $(1,898) | (88.2)% | | Digital advertising | $10,241 | $13,714 | $(3,473) | (25.3)% | | Cable Television advertising | $22,977 | $23,985 | $(1,008) | (4.2)% | | Cable Television affiliate fees | $17,061 | $19,315 | $(2,254) | (11.7)% | | Event revenues & other | $2,471 | $13,157 | $(10,686) | (81.2)% | | **Net revenue** | **$91,631** | **$117,744**| **$(26,113)** | **(22.2)%**| Net Revenue by Source (Six Months Ended June 30, in thousands) | Revenue Source | 2025 | 2024 | $ Change | % Change | | :--------------- | :---------- | :---------- | :---------- | :--------- | | Radio advertising | $74,844 | $86,761 | $(11,917) | (13.7)% | | Political advertising | $404 | $3,388 | $(2,984) | (88.1)% | | Digital advertising | $20,452 | $25,881 | $(5,429) | (21.0)% | | Cable Television advertising | $48,402 | $51,129 | $(2,727) | (5.3)% | | Cable Television affiliate fees | $35,778 | $40,103 | $(4,325) | (10.8)% | | Event revenues & other | $3,986 | $14,892 | $(10,906) | (73.2)% | | **Net revenue (as reported)** | **$183,866**| **$222,154**| **$(38,288)** | **(17.2)%**| [Detailed Financial Review](index=10&type=section&id=Detailed%20Financial%20Review) This section provides an in-depth analysis of various financial components, including operating expenses, impairment charges, interest, taxes, capital expenditures, and share repurchases [Operating Expenses Analysis](index=10&type=section&id=Operating%20Expenses%20Analysis) Operating expenses, excluding certain non-cash items, decreased by approximately $15.2 million for Q2 2025, primarily due to lower expenses across most segments and reduced third-party professional fees Operating Expenses (excluding D&A, stock-based comp, impairment, in millions) | Period | 2025 (approx.) | 2024 (approx.) | Change ($) | | :----- | :------------- | :------------- | :--------- | | Q2 | $78.1 | $93.3 | $(15.2) | [Impairment of Goodwill and Intangible Assets](index=10&type=section&id=Impairment%20of%20Goodwill%20and%20Intangible%20Assets) Impairment losses significantly increased to $130.1 million in Q2 2025, primarily driven by a $121.3 million impairment of radio broadcasting licenses due to declining market revenues and a change in useful life Impairment of Goodwill and Intangible Assets (in millions) | Period | 2025 | 2024 | Change ($) | | :----- | :---- | :---- | :--------- | | Q2 | $130.1 | $80.8 | $49.3 | - The impairment loss in Q2 2025 included approximately **$121.3 million** for radio broadcasting licenses within the Radio Broadcasting segment[15](index=15&type=chunk) - The primary factors for impairment were continued decline of projected gross market revenues and operating profit margin, leading to a prospective change in useful life of radio broadcasting licenses from indefinite-lived to finite-lived assets, effective June 1, 2025[15](index=15&type=chunk) [Depreciation and Amortization](index=10&type=section&id=Depreciation%20and%20Amortization) Depreciation and amortization expense increased by approximately $0.5 million in Q2 2025, mainly due to TV One Trade Name amortization and new amortization of radio broadcasting licenses Depreciation and Amortization Expense (in millions) | Period | 2025 | 2024 | Change ($) | | :----- | :---- | :---- | :--------- | | Q2 | $3.5 | $3.0 | $0.5 | [Interest and Investment Income](index=10&type=section&id=Interest%20and%20Investment%20Income) Interest and investment income decreased significantly in Q2 2025, primarily due to lower cash and cash equivalents balances compared to the prior year Interest and Investment Income (in millions) | Period | 2025 | 2024 | Change ($) | | :----- | :---- | :---- | :--------- | | Q2 | $0.6 | $1.8 | $(1.2) | [Interest Expense and Debt Retirement](index=10&type=section&id=Interest%20Expense%20and%20Debt%20Retirement) Interest expense decreased by $2.7 million in Q2 2025, and the company repurchased $64.0 million of its 2028 Notes at a discount, generating a $30.3 million gain on debt retirement Interest Expense (in millions) | Period | 2025 | 2024 | Change ($) | | :----- | :---- | :---- | :--------- | | Q2 | $9.7 | $12.4 | $(2.7) | - The Company repurchased approximately **$64.0 million** of its 2028 Notes at a weighted average price of approximately **51.8% of par**, generating a net gain on retirement of debt of approximately **$30.3 million**[18](index=18&type=chunk) [Income Taxes](index=10&type=section&id=Income%20Taxes) Urban One recorded a $21.4 million benefit from income taxes in Q2 2025 on a pre-tax loss of $99.4 million, resulting in a 21.5% effective tax rate, including a discrete tax expense Benefit from Income Taxes (in millions) | Period | Pre-Tax Loss (approx.) | Benefit from Income Taxes (approx.) | Effective Tax Rate | | :----- | :--------------------- | :---------------------------------- | :----------------- | | Q2 2025 | $(99.4) | $21.4 | 21.5% | | Q2 2024 | $(63.6) | $18.5 | 29.1% | - The Q2 2025 effective tax rate includes **$6.4 million** of discrete tax expense related to the change of accounting estimate for radio broadcasting licenses, impacting the valuation allowance[19](index=19&type=chunk) [Capital Expenditures](index=10&type=section&id=Capital%20Expenditures) Capital expenditures decreased by approximately $1.0 million in Q2 2025 compared to the same period in 2024 Capital Expenditures (in millions) | Period | 2025 | 2024 | Change ($) | | :----- | :---- | :---- | :--------- | | Q2 | $1.2 | $2.2 | $(1.0) | [Share Repurchases](index=10&type=section&id=Share%20Repurchases) Urban One repurchased shares of both Class A and Class D Common Stock in Q2 2025, though at a lower volume and value compared to Q2 2024 Share Repurchases (Three Months Ended June 30, in millions) | Class | Q2 2025 Shares | Q2 2025 Amount (approx.) | Q2 2025 Avg Price | Q2 2024 Shares | Q2 2024 Amount (approx.) | Q2 2024 Avg Price | | :---- | :------------- | :----------------------- | :---------------- | :------------- | :----------------------- | :---------------- | | Class A | 226,041 | $0.4 | $1.63 | 449,277 | $0.9 | $2.06 | | Class D | 200,549 | $0.1 | $0.59 | 113,283 | $0.2 | $1.57 | [Balance Sheet and Leverage](index=8&type=section&id=Balance%20Sheet%20and%20Leverage) This section presents key balance sheet data and leverage information, showing decreases in assets, liabilities, and equity, alongside details of outstanding debt [Selected Consolidated Balance Sheet Data](index=8&type=section&id=Selected%20Consolidated%20Balance%20Sheet%20Data) As of June 30, 2025, Urban One's cash and cash equivalents, total assets, total debt, total liabilities, and total stockholders' equity all decreased compared to December 31, 2024 Selected Consolidated Balance Sheet Data (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------------- | :------------ | :---------------- | | Cash and cash equivalents and restricted cash | $86,217 | $137,574 | | Intangible assets, net | $345,524 | $490,024 | | Total assets | $729,227 | $944,790 | | Total debt | $488,396 | $579,069 | | Total liabilities | $644,468 | $765,857 | | Total stockholders' equity | $82,182 | $170,945 | [Selected Leverage Data](index=8&type=section&id=Selected%20Leverage%20Data) As of June 30, 2025, the company's primary debt instrument was 7.375% senior secured notes due February 2028, with a net outstanding balance of $488.4 million Selected Leverage Data (in thousands) | Debt Instrument | June 30, 2025 | Applicable Interest Rate | | :-------------------------------------------------------------------------------- | :------------ | :----------------------- | | 7.375% senior secured notes due February 2028, net of issuance costs (fixed rate) | $488,396 | 7.375% | [Per Share Data and Non-GAAP Reconciliations](index=6&type=section&id=Per%20Share%20Data%20and%20Non-GAAP%20Reconciliations) This section provides per share data and reconciliations of non-GAAP financial measures, including Broadcast and Digital Operating Income and Adjusted EBITDA, to their most directly comparable GAAP measures [Per Share Data](index=6&type=section&id=Per%20Share%20Data) Net loss attributable to common stockholders per share (basic and diluted) increased significantly for both the three and six months ended June 30, 2025, reflecting the overall decline in profitability Per Share Data (basic and diluted) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss attributable to common stockholders (basic) | $(1.74) | $(0.94) | $(2.00) | $(0.78) | | Net loss attributable to common stockholders (diluted) | $(1.74) | $(0.94) | $(2.00) | $(0.78) | [Broadcast and Digital Operating Income Reconciliation](index=6&type=section&id=Broadcast%20and%20Digital%20Operating%20Income%20Reconciliation) Broadcast and digital operating income decreased by 25.0% for the three months and 26.5% for the six months ended June 30, 2025, primarily due to increased impairment charges and other adjustments Broadcast and Digital Operating Income (in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :----- | :------ | :------ | :--------- | :--------- | | Q2 | $25,664 | $34,196 | $(8,532) | -25.0% | | H1 | $48,680 | $66,210 | $(17,530) | -26.5% | - Impairment of goodwill and intangible assets was a significant add-back, totaling **$130.1 million** for Q2 2025 and **$136.5 million** for H1 2025[7](index=7&type=chunk) [Adjusted EBITDA Reconciliation](index=6&type=section&id=Adjusted%20EBITDA%20Reconciliation) Adjusted EBITDA declined by 51.5% for the three months and 47.6% for the six months ended June 30, 2025, reflecting the overall operational challenges and increased impairment charges Adjusted EBITDA (in thousands) | Period | 2025 | 2024 | Change ($) | Change (%) | | :----- | :------ | :------ | :--------- | :--------- | | Q2 | $13,960 | $28,922 | $(14,962) | -51.7% | | H1 | $26,817 | $51,179 | $(24,362) | -47.6% | - Key adjustments include adding back impairment of goodwill and intangible assets (**$130.1 million** for Q2 2025, **$136.5 million** for H1 2025) and deducting gain on retirement of debt (**$(30.3) million** for Q2 2025, **$(41.9) million** for H1 2025)[7](index=7&type=chunk) [Supplemental Segment Financial Statements](index=11&type=section&id=Supplemental%20Segment%20Financial%20Statements) This section provides detailed segment-level statements of operations, illustrating the individual financial performance and contributions of each segment to the company's overall results [Segment Statements of Operations (Three Months Ended June 30, 2025)](index=11&type=section&id=Segment%20Statements%20of%20Operations%20(Three%20Months%20Ended%20June%2030%2C%202025)) For Q2 2025, Radio Broadcasting, Reach Media, and Digital segments reported net losses, with Radio Broadcasting showing the largest loss due to significant impairment charges Net (Loss) Income Attributable to Common Stockholders by Segment (Q2 2025, in thousands) | Segment | Net (Loss) Income Attributable to Common Stockholders | | :---------------- | :---------------------------------------------------- | | Radio Broadcasting | $(91,975) | | Reach Media | $(1,772) | | Digital | $(3,711) | | Cable Television | $13,487 | - Radio Broadcasting segment incurred a **$125.2 million** impairment of goodwill and intangible assets, contributing significantly to its operating and net loss[23](index=23&type=chunk) [Segment Statements of Operations (Three Months Ended June 30, 2024)](index=12&type=section&id=Segment%20Statements%20of%20Operations%20(Three%20Months%20Ended%20June%2030%2C%202024)) In Q2 2024, Radio Broadcasting also reported a net loss, primarily due to impairment, while Reach Media, Digital, and Cable Television segments were profitable Net (Loss) Income Attributable to Common Stockholders by Segment (Q2 2024, in thousands) | Segment | Net (Loss) Income Attributable to Common Stockholders | | :---------------- | :---------------------------------------------------- | | Radio Broadcasting | $(55,211) | | Reach Media | $2,764 | | Digital | $2,928 | | Cable Television | $12,763 | - Radio Broadcasting segment recorded an **$80.8 million** impairment of goodwill and intangible assets[24](index=24&type=chunk) [Segment Statements of Operations (Six Months Ended June 30, 2025)](index=13&type=section&id=Segment%20Statements%20of%20Operations%20(Six%20Months%20Ended%20June%2030%2C%202025)) For H1 2025, Radio Broadcasting, Reach Media, and Digital segments all incurred net losses, with Radio Broadcasting's loss being the most substantial due to impairment Net (Loss) Income Attributable to Common Stockholders by Segment (H1 2025, in thousands) | Segment | Net (Loss) Income Attributable to Common Stockholders | | :---------------- | :---------------------------------------------------- | | Radio Broadcasting | $(95,713) | | Reach Media | $(2,513) | | Digital | $(3,736) | | Cable Television | $27,196 | - Radio Broadcasting segment reported **$131.6 million** in impairment of goodwill and intangible assets[25](index=25&type=chunk) [Segment Statements of Operations (Six Months Ended June 30, 2024)](index=14&type=section&id=Segment%20Statements%20of%20Operations%20(Six%20Months%20Ended%20June%2030%2C%202024)) In H1 2024, Radio Broadcasting reported a net loss, while Reach Media, Digital, and Cable Television segments were profitable, with Cable Television being the largest contributor to net income Net (Loss) Income Attributable to Common Stockholders by Segment (H1 2024, in thousands) | Segment | Net (Loss) Income Attributable to Common Stockholders | | :---------------- | :---------------------------------------------------- | | Radio Broadcasting | $(48,691) | | Reach Media | $3,984 | | Digital | $5,386 | | Cable Television | $27,282 | - Radio Broadcasting segment recorded **$80.8 million** in impairment of goodwill and intangible assets[26](index=26&type=chunk) [Company Overview](index=15&type=section&id=Company%20Overview) This section provides a concise description of Urban One, Inc.'s business, highlighting its diversified media operations targeting Black Americans and urban consumers [Business Description](index=15&type=section&id=Business%20Description) Urban One, Inc. is the largest diversified media company primarily targeting Black Americans and urban consumers in the U.S. Its operations include TV One, 74 broadcast radio stations, syndicated programming through Reach Media, and digital platforms via iOne Digital - Urban One, Inc. is the largest diversified media company primarily targeting Black Americans and urban consumers in the United States[29](index=29&type=chunk) - The Company owns TV One, LLC, a television network serving over **35 million households**[29](index=29&type=chunk) - As of June 30, 2025, it owned/operated **74 broadcast stations** in **13 populous African-American markets**[29](index=29&type=chunk) - It operates syndicated programming through Reach Media, Inc. and digital platforms (iOne Digital) serving the African American community[29](index=29&type=chunk) [Notes and Definitions](index=6&type=section&id=Notes%20and%20Definitions) This section provides essential definitions for non-GAAP financial measures and details on weighted-average shares outstanding, crucial for understanding the financial report [Non-GAAP Financial Measures Definitions](index=6&type=section&id=Non-GAAP%20Financial%20Measures%20Definitions) This section provides definitions and explanations for non-GAAP financial measures used by Urban One, specifically 'Broadcast and digital operating income' and 'Adjusted EBITDA,' highlighting their purpose in evaluating core operating performance - Broadcast and digital operating income is a non-GAAP measure used by management to evaluate core operating segments, similar to 'station operating income' but reflecting Urban One's diverse business[30](index=30&type=chunk) - Adjusted EBITDA is a non-GAAP measure considered useful for evaluating operating performance and comparing businesses in the broadcasting industry, encompassing all four operating segments[30](index=30&type=chunk) - In 2024, the definition of Adjusted EBITDA was immaterially changed to add back the loss from ceased non-core operations, with historical periods recast[9](index=9&type=chunk) [Weighted-Average Shares Outstanding](index=6&type=section&id=Weighted-Average%20Shares%20Outstanding) The weighted-average shares outstanding (basic and diluted) decreased for both the three and six months ended June 30, 2025, compared to the prior year, indicating share repurchases Weighted-Average Shares Outstanding (basic) | Period | 2025 | 2024 | | :----- | :----------- | :----------- | | Q2 | 44,738,306 | 48,483,639 | | H1 | 44,768,280 | 48,434,513 | Weighted-Average Shares Outstanding (diluted) | Period | 2025 | 2024 | | :----- | :----------- | :----------- | | Q2 | 44,738,306 | 48,483,639 | | H1 | 44,768,280 | 48,434,513 | [Conference Call Information](index=15&type=section&id=Conference%20Call%20Information) This section provides details for the upcoming conference call to discuss Q2 2025 results, including access information for both the live event and subsequent replay [Live Call Details](index=15&type=section&id=Live%20Call%20Details) Urban One, Inc. scheduled a conference call for August 13, 2025, at 10:00 a.m. EDT to discuss its Q2 2025 results, with specific dial-in details provided - Conference call to discuss Q2 2025 results scheduled for Wednesday, August 13, 2025, at **10:00 a.m. EDT**[27](index=27&type=chunk) - U.S. callers: **(+1) 888-596-4144**; International callers: **(+1) 646-968-2525**; Access Code: **3660282**[27](index=27&type=chunk) [Replay Information](index=15&type=section&id=Replay%20Information) A replay of the conference call will be available from August 13 to August 20, 2025, via phone and on Urban One's corporate website - Replay available from **2:00 p.m. EDT August 13, 2025**, until **11:59 p.m. EDT August 20, 2025**[28](index=28&type=chunk) - Replay access: U.S. callers **(+1) 800-770-2030**; International callers **(+1) 609-800-9909**; Replay Access Code: **3660282**[28](index=28&type=chunk) - Live audio and replay also available on **www.urban1.com** for seven days[28](index=28&type=chunk) [Legal Disclosures](index=8&type=section&id=Legal%20Disclosures) This section includes important legal disclaimers regarding forward-looking statements, emphasizing inherent risks and the company's policy on updating such information [Cautionary Note Regarding Forward-Looking Statements](index=8&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) The press release contains forward-looking statements subject to known and unknown risks and uncertainties that could cause actual results to differ materially - This press release includes forward-looking statements that represent management's current expectations and are subject to known and unknown risks, uncertainties, and other factors[11](index=11&type=chunk) - Actual results may differ materially from those expressed or implied by such statements, as described in Urban One's SEC filings[11](index=11&type=chunk) - Urban One does not undertake any duty to update any forward-looking statements[11](index=11&type=chunk)