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]

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the quarterly period ended September 30, 2025 Delaware 52-1166660 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address of principal executive offices) Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ...

[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)

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, 2025 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) Delaware 52-1166660 (301) 429-3200 Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: | Title of each class: | Trading Symbol(s) | Nam ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20Financial%20Information) This part presents the Company's unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Urban One, Inc. and its subsidiaries, including statements of operations, comprehensive income, balance sheets, changes in stockholders' equity, and cash flows, along with detailed notes providing context and breakdowns of key financial figures and accounting policies [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the Company's unaudited condensed consolidated statements of operations, detailing net revenue, operating income, and net loss/income for the three months ended March 31, 2025 and 2024 | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | Change (YoY) | | :--------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net Revenue | $92,235 | $104,410 | $(12,175) (-11.7%) | | Operating Income | $2,098 | $12,888 | $(10,790) (-83.7%) | | Net (Loss) Income from Consolidated Operations | $(11,739) | $8,146 | $(19,885) (NM) | | Net (Loss) Income Attributable to Common Stockholders | $(11,742) | $7,493 | $(19,235) (NM) | | Basic EPS | $(0.26) | $0.15 | $(0.41) (NM) | | Diluted EPS | $(0.26) | $0.15 | $(0.41) (NM) | [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20%28Loss%29%20Income) This section presents the Company's unaudited condensed consolidated statements of comprehensive loss/income for the three months ended March 31, 2025 and 2024 | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | | :--------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net (Loss) Income | $(11,739) | $7,735 | | Other Comprehensive (Loss) Income | — | — | | Comprehensive (Loss) Income | $(11,739) | $7,735 | | Comprehensive (Loss) Income Attributable to Common Stockholders | $(11,742) | $7,493 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the Company's unaudited condensed consolidated balance sheets, detailing assets, liabilities, and stockholders' equity as of March 31, 2025 and December 31, 2024 | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :--------------------------------- | :-------------------------------- | :--------------------------------- | :--------------------------------- | | Total Current Assets | $263,596 | $305,379 | $(41,783) | | Cash and Cash Equivalents | $115,084 | $137,090 | $(22,006) | | Total Assets | $890,551 | $944,790 | $(54,239) | | Total Current Liabilities | $89,037 | $114,302 | $(25,265) | | Long-Term Debt, net | $551,494 | $579,069 | $(27,575) | | Total Liabilities | $727,595 | $765,857 | $(38,262) | | Total Stockholders' Equity | $159,238 | $170,945 | $(11,707) | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) This section presents the Company's unaudited condensed consolidated statements of changes in stockholders' equity for the three months ended March 31, 2025 and 2024 | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | | :--------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Balance as of Dec 31, 2024/2023 | $170,945 | $274,065 | | Net (Loss) Income Attributable to Urban One | $(11,742) | $7,493 | | Stock-based Compensation Expense | $527 | $1,384 | | Repurchase of Class A Common Stock | $(666) | — | | Repurchase of Class D Common Stock | $(265) | $(1,386) | | Total Stockholders' Equity as of Mar 31, 2025/2024 | $159,238 | $285,202 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the Company's unaudited condensed consolidated statements of cash flows, detailing operating, investing, and financing activities for the three months ended March 31, 2025 and 2024 | Metric | 3 Months Ended March 31, 2025 (in thousands) | 3 Months Ended March 31, 2024 (in thousands) | Change (YoY) | | :--------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net Cash Flows Provided by (Used in) Operating Activities | $2,085 | $(2,477) | $4,562 | | Net Cash Flows (Used in) Provided by Investing Activities | $(2,547) | $406 | $(2,953) | | Net Cash Flows Used in Financing Activities | $(21,544) | $(75,753) | $54,209 | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(22,006) | $(77,824) | $55,818 | | Cash, Cash Equivalents and Restricted Cash, End of Period | $115,568 | $155,746 | $(40,178) | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanatory notes to the unaudited condensed consolidated financial statements, offering context for accounting policies, revenue, debt, and other financial items [1. Organization](index=14&type=section&id=Note%201.%20Organization) Urban One, Inc. is an urban-oriented multi-media company primarily targeting African-American and urban consumers, operating 72 broadcast stations, two cable TV networks (TV One, CLEO TV), syndicated radio programming (Reach Media), and digital platforms (Interactive One) - Urban One is a multi-media company targeting African-American and urban consumers, with core businesses in radio broadcasting (**72 stations**), cable television (TV One, CLEO TV), syndicated radio (Reach Media), and digital platforms (Interactive One)[33](index=33&type=chunk) [2. Summary of Significant Accounting Policies](index=14&type=section&id=Note%202.%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines the basis of presentation for the unaudited condensed consolidated financial statements, prepared in conformity with GAAP and SEC rules, emphasizing the use of estimates, principles of consolidation, and reclassification of prior-period amounts. It also notes the seasonal fluctuations in revenue and recently issued accounting pronouncements - Financial statements are prepared under GAAP and SEC rules, relying on management estimates for areas like future cash flows, fair value, and deferred taxes[36](index=36&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk) - The company's results are subject to seasonal fluctuations, with the first calendar quarter typically having the lowest revenues, and even years often seeing increased political advertising[39](index=39&type=chunk) - The company is evaluating the impact of new FASB ASUs on income tax disclosures (ASU 2023-09, effective after Dec 15, 2024) and disaggregation of income statement expenses (ASU 2024-03, effective after Dec 15, 2026)[48](index=48&type=chunk)[49](index=49&type=chunk)[50](index=50&type=chunk) [3. Net Revenue](index=18&type=section&id=Note%203.%20Net%20Revenue) This note details the sources of net revenue by contract type and segment for Q1 2025 and 2024, showing a reclassification of CTV offering revenues from Digital to Cable Television effective January 1, 2025, and providing information on contract assets and liabilities | Revenue Source (in thousands) | Q1 2025 | Q1 2024 | Change (YoY) | | :---------------------------- | :------ | :------ | :----------- | | Radio advertising | $36,217 | $41,341 | $(5,124) | | Political advertising | $150 | $1,237 | $(1,087) | | Digital advertising | $10,211 | $12,167 | $(1,956) | | Cable Television advertising | $25,425 | $27,144 | $(1,719) | | Cable Television affiliate fees | $18,717 | $20,787 | $(2,070) | | Event revenues & other | $1,515 | $1,734 | $(219) | | **Total Net Revenue** | **$92,235** | **$104,410** | **$(12,175)** | - Effective January 1, 2025, a portion of revenues from the CTV offering was reclassified from the Digital segment to the Cable Television segment[51](index=51&type=chunk) | Contract Liabilities (in thousands) | March 31, 2025 | December 31, 2024 | | :---------------------------------- | :--------------- | :---------------- | | Customer advances and unearned income | $2,499 | $2,200 | | Reserve for audience deficiency | $19,467 | $22,383 | | Unearned event income | $2,292 | $1,152 | | Total deferred barter revenue | $1,959 | $2,101 | [4. Earnings Per Share](index=19&type=section&id=Note%204.%20Earnings%20Per%20Share) This note explains the calculation of basic and diluted EPS using the two-class method for Class A, B, C, and D common stock, noting that the rights are identical except for voting, conversion, and transfer. For Q1 2025, both basic and diluted EPS were a loss of $0.26, compared to a gain of $0.15 in Q1 2024 | EPS Metric | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :---------------------------------------------------------------- | :------------------------------ | :------------------------------ | | Net (Loss) Income Attributable to Stockholders (in thousands) | $(11,742) | $7,493 | | Basic EPS | $(0.26) | $0.15 | | Diluted EPS | $(0.26) | $0.15 | | Weighted-Average Shares Outstanding (Basic) | 44,421,652 | 48,385,386 | | Weighted-Average Shares Outstanding (Diluted) | 44,421,652 | 49,921,803 | - Approximately **5.8 million** and **2.3 million** potentially dilutive securities were excluded from diluted EPS calculation for Q1 2025 and Q1 2024, respectively, as their inclusion would have been antidilutive[57](index=57&type=chunk) [5. Fair Value Measurements](index=20&type=section&id=Note%205.%20Fair%20Value%20Measurements) This note discusses the fair value measurements of financial assets and liabilities, categorizing them into Level 1 and Level 3. It highlights the Employment Agreement Award and Redeemable non-controlling interests as Level 3 liabilities, with their fair values and changes detailed, and cash equivalents in money market funds as Level 1 assets | Item (in thousands) | March 31, 2025 | December 31, 2024 | Level | | :-------------------------------- | :--------------- | :---------------- | :---- | | Employment Agreement Award | $11,063 | $10,426 | Level 3 | | Redeemable Non-controlling Interests | $3,718 | $7,988 | Level 3 | | Cash Equivalents - Money Market Funds | $71,257 | $102,258 | Level 1 | - The Employment Agreement Award's fair value increased by **$637 thousand** in Q1 2025, while Redeemable non-controlling interests decreased by **$105 thousand**, both measured using discounted cash flow and market approaches with significant unobservable inputs[60](index=60&type=chunk)[62](index=62&type=chunk) [6. Investments](index=22&type=section&id=Note%206.%20Investments) This note highlights the termination of the RVA Entertainment Holding joint venture in February 2024, which was formed in 2021 to develop a casino resort in Richmond - The RVA Entertainment Holding joint venture, formed in 2021 with CDI to develop a casino resort in Richmond, was terminated in February 2024[64](index=64&type=chunk) [7. Content Assets](index=23&type=section&id=Note%207.%20Content%20Assets) This note provides a breakdown of content assets, net, including licensed and produced content, and details the amortization expense for the three months ended March 31, 2025, and 2024 | Content Assets (in thousands) | March 31, 2025 | December 31, 2024 | | :---------------------------- | :--------------- | :---------------- | | Licensed Content, net | $23,460 | $25,389 | | Produced Content, net | $98,122 | $98,165 | | Total Content Assets, net | $121,582 | $123,729 | | Less: current portion | $(36,538) | $(36,861) | | Noncurrent Portion | $85,044 | $86,868 | | Content Amortization (in thousands) | 3 Months Ended March 31, 2025 | 3 Months Ended March 31, 2024 | | :---------------------------------- | :------------------------------ | :------------------------------ | | Acquired Content | $3,979 | $3,357 | | Produced Content | $5,903 | $8,087 | | **Total Content Amortization** | **$9,882** | **$11,444** | [8. Related Party Transactions](index=23&type=section&id=Note%208.%20Related%20Party%20Transactions) This note describes related party transactions, primarily involving Reach Media's operation of the Tom Joyner Foundation's Fantastic Voyage® cruise and office facilities, and the Company's former equity interest in BMI and related license fees - Reach Media operates the Fantastic Voyage® fundraising cruise for the Tom Joyner Foundation, bearing the risk of loss and credit risk for passenger sales. A new agreement (FV Revised Agreement) is effective for cruises starting 2025[66](index=66&type=chunk)[67](index=67&type=chunk) - Urban One's CEO, Alfred C. Liggins, III, was a compensated board member of BMI until its sale on February 8, 2024, which resulted in **$0.8 million** cash proceeds for the Company[69](index=69&type=chunk) [9. Goodwill and Other Intangible Assets](index=25&type=section&id=Note%209.%20Goodwill%20and%20Other%20Intangible%20Assets) This note details changes in goodwill and intangible assets, including a reclassification of goodwill related to CTV offering, a $6.4 million impairment loss on radio broadcasting licenses in Q1 2025, and a change in the useful life of the TV One Trade Name from indefinite to finite, resulting in $0.6 million amortization expense | Goodwill (in thousands) | December 31, 2024 | March 31, 2025 | | :---------------------- | :---------------- | :------------- | | Net Goodwill | $196,425 | $196,425 | - An impairment loss of approximately **$6.4 million** was recognized for radio broadcasting licenses in Q1 2025 due to declining projected gross market revenues and operating profit margins in five radio markets[71](index=71&type=chunk)[73](index=73&type=chunk) - The useful life of the TV One Trade Name was changed from indefinite to a **20-year finite life** effective January 1, 2025, due to industry conditions and subscriber churn, resulting in **$0.6 million** amortization expense in Q1 2025[78](index=78&type=chunk) [10. Long-Term Debt](index=28&type=section&id=Note%2010.%20Long-Term%20Debt) This note provides details on the Company's long-term debt, primarily the 2028 Notes, including interest rates, security, and repurchase activities. It also covers the Current ABL Facility and future principal payments | Debt Type (in thousands) | March 31, 2025 | December 31, 2024 | | :----------------------- | :--------------- | :---------------- | | 2028 Notes | $556,348 | $584,575 | | Long-term debt, net | $551,494 | $579,069 | - The Company repurchased approximately **$28.2 million** of its 2028 Notes in Q1 2025 at an average price of **58.0% of par**, resulting in an **$11.6 million** gain on retirement of debt[87](index=87&type=chunk)[157](index=157&type=chunk)[181](index=181&type=chunk) - The Current ABL Facility provides up to **$50.0 million** in revolving loan borrowings and a **$5.0 million** letter of credit facility, with no outstanding balance as of March 31, 2025[89](index=89&type=chunk)[182](index=182&type=chunk) | Future Principal Payments (in thousands) | 2028 Notes | | :------------------------------------- | :--------- | | April-December 2025 | $— | | 2026 | $— | | 2027 | $— | | 2028 | $556,348 | | 2029 | $— | | **Total Debt** | **$556,348** | [11. Income Taxes](index=30&type=section&id=Note%2011.%20Income%20Taxes) This note explains the Company's income tax provision, which resulted in a 399.5% effective tax rate for Q1 2025 due to a $14.6 million discrete tax expense for valuation allowance on net operating losses and $0.2 million for stock-based compensation - For Q1 2025, the Company recorded a provision for income taxes of approximately **$15.7 million** on pre-tax income of **$3.9 million**, resulting in an effective tax rate of **399.5%**[97](index=97&type=chunk)[159](index=159&type=chunk) - The high effective tax rate is primarily due to a **$14.6 million** discrete tax expense related to valuation allowance for net operating losses and **$0.2 million** for stock-based compensation[97](index=97&type=chunk)[159](index=159&type=chunk) [12. Stockholders Equity](index=30&type=section&id=Note%2012.%20Stockholders%20Equity) This note covers actions related to stockholders' equity, including a Board-authorized reverse stock split (subject to stockholder approval), ongoing stock repurchase programs for both employee and general market shares, and activity under the 2019 Equity and Performance Incentive Plan for stock options and restricted stock - The Board of Directors authorized a reverse stock split across all common stock classes, subject to stockholder approval at the 2025 annual meeting[100](index=100&type=chunk) - The Company repurchased **449,252 shares** of Class A common stock for **$0.7 million** and **204,646 shares** of Class D common stock for **$0.2 million** under the 2024 Stock Repurchase Program in Q1 2025, with **$12.7 million** remaining under authorization[104](index=104&type=chunk)[176](index=176&type=chunk)[177](index=177&type=chunk) - The 2019 Equity and Performance Incentive Plan was amended to increase available shares for issuance, with **6,570,707 shares** available to grant as of March 31, 2025[107](index=107&type=chunk) | Stock Option Activity (Class D) | Outstanding at Dec 31, 2024 | Grants | Forfeited | Cancelled/Expired/Settled | Outstanding at Mar 31, 2025 | | :------------------------------ | :-------------------------- | :----- | :-------- | :------------------------ | :-------------------------- | | Number of Options | 5,436,715 | 362,301 | (44,231) | (61,420) | 5,693,365 | | Weighted-Average Exercise Price | $2.83 | $0.81 | $1.11 | $4.76 | $2.69 | | Restricted Stock Activity (Class D) | Unvested at Dec 31, 2024 | Grants | Vested | Forfeited/Cancelled/Expired | Unvested at Mar 31, 2025 | | :---------------------------------- | :----------------------- | :----- | :----- | :-------------------------- | :----------------------- | | Shares | 848,863 | 850,879 | (776,982) | (31,532) | 891,228 | | Average Fair Value at Grant Date | $1.90 | $0.84 | $1.51 | $1.11 | $1.26 | [13. Segment Information](index=36&type=section&id=Note%2013.%20Segment%20Information) This note provides financial information for the Company's four reportable segments: Radio Broadcasting, Reach Media, Digital, and Cable Television. It details net revenue and Adjusted EBITDA for each segment, noting a reclassification of CTV offering revenues and segment expenses effective January 1, 2025, to align with operational changes - Effective January 1, 2025, the CTV offering was reclassified from the Digital segment to the Cable Television segment, and segment expenses were recast to conform to the presentation used by the CODM[113](index=113&type=chunk)[118](index=118&type=chunk) | Segment Net Revenue (in thousands) | Q1 2025 | Q1 2024 | Change (YoY) | | :--------------------------------- | :------ | :------ | :----------- | | Radio Broadcasting | $32,610 | $36,351 | $(3,741) | | Reach Media | $5,853 | $8,472 | $(2,619) | | Digital | $10,212 | $12,189 | $(1,977) | | Cable Television | $44,193 | $48,004 | $(3,811) | | **Total Net Revenue** | **$92,235** | **$104,410** | **$(12,175)** | | Segment Adjusted EBITDA (in thousands) | Q1 2025 | Q1 2024 | Change (YoY) | | :------------------------------------- | :------ | :------ | :----------- | | Radio Broadcasting | $2,848 | $5,634 | $(2,786) | | Reach Media | $(551) | $1,830 | $(2,381) | | Digital | $58 | $2,347 | $(2,289) | | Cable Television | $18,592 | $19,301 | $(709) | | **Total Segment Adjusted EBITDA** | **$20,947** | **$29,112** | **$(8,165)** | [14. Commitments and Contingencies](index=38&type=section&id=Note%2014.%20Commitments%20and%20Contingencies) This note outlines the Company's various commitments and contingencies, including radio broadcasting license renewals, royalty agreements with PROs, the Reach Media non-controlling interest Put Right, and an ongoing investigation into a cybersecurity incident - The Company's radio broadcasting licenses expire between October 2027 and August 2030, with renewal applications expected to be filed[120](index=120&type=chunk) - Royalty agreements with performing rights organizations (ASCAP, BMI, SESAC, GMR) are subject to renewal negotiations, which could impact music license fees. RMLC has reached settlements with GMR and SESAC, and is negotiating with BMI[121](index=121&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) - Certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for **$3.2 million** on February 14, 2025, increasing the Company's interest to **94.6%**[124](index=124&type=chunk)[215](index=215&type=chunk) - The Company is investigating a cybersecurity incident from February 2025 where an unauthorized third party accessed IT systems and exfiltrated information, but it does not expect a material impact on business or financial results[128](index=128&type=chunk) [15. Subsequent Events](index=40&type=section&id=Note%2015.%20Subsequent%20Events) This note reports on events occurring after March 31, 2025, including further repurchases of 2028 Notes and common stock, and the resignation of the Chief Information Officer - Since April 1, 2025, the Company repurchased approximately **$60.4 million** of its 2028 Notes at an average price of **52.0% of par**[129](index=129&type=chunk) - Since April 1, 2025, the Company repurchased **54,800 shares** of Class A common stock for **$0.1 million** and **118,533 shares** of Class D common stock for **$0.1 million**[129](index=129&type=chunk)[130](index=130&type=chunk) - The Company's Chief Information Officer resigned on April 24, 2025, and a search is underway for a replacement[130](index=130&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial performance and condition, discussing revenue drivers, expense management, detailed results of operations, liquidity, capital resources, and critical accounting policies and estimates [Introduction](index=41&type=section&id=MD%26A%20Introduction) This introduction outlines the primary revenue drivers for the Company's core radio business and defines net revenue calculation - Core radio business revenue is primarily from advertising time and program sponsorships, influenced by advertising rates, audience share, market competition, and demand[132](index=132&type=chunk) - Net revenue is gross revenue minus local and national agency and outside sales representative commissions[133](index=133&type=chunk) [Revenue](index=41&type=section&id=MD%26A%20Revenue) This section analyzes the Company's net revenue performance by segment and source for Q1 2025 and 2024, highlighting key drivers of changes | Segment Revenue Contribution | Q1 2025 | Q1 2024 | | :--------------------------- | :------ | :------ | | Radio Broadcasting | 35.4% | 34.8% | | Reach Media | 6.3% | 8.1% | | Digital | 11.1% | 11.7% | | Cable Television | 47.9% | 46.0% | | Revenue Source (in thousands) | Q1 2025 | Q1 2024 | Change (YoY) | | :---------------------------- | :------ | :------ | :----------- | | Radio advertising | $36,217 | $41,341 | $(5,124) (-12.4%) | | Political advertising | $150 | $1,237 | $(1,087) (-87.9%) | | Digital advertising | $10,211 | $12,167 | $(1,956) (-16.1%) | | Cable television advertising | $25,425 | $27,144 | $(1,719) (-6.3%) | | Cable television affiliate fees | $18,717 | $20,787 | $(2,070) (-10.0%) | | Event revenues & other | $1,515 | $1,734 | $(219) (-12.6%) | | **Total Net Revenue** | **$92,235** | **$104,410** | **$(12,175) (-11.7%)** | - Decreases in revenue were primarily due to weaker national advertiser demand and lower political revenues in Radio Broadcasting, decreased overall demand and advertiser attrition in Reach Media, lower national digital sales in Digital, and subscriber churn in Cable Television[147](index=147&type=chunk) [Expenses](index=42&type=section&id=MD%26A%20Expenses) This section discusses the Company's significant operating expenses and strategies for cost control - Significant expenses include employee salaries/commissions, programming, marketing, facility rentals, transmission tower space, music license royalty fees, and content amortization[142](index=142&type=chunk) - The Company controls expenses by centralizing functions (finance, accounting, legal, HR, IT) and leveraging market presence for favorable rates with vendors and selling agencies[142](index=142&type=chunk) [Results of Operations](index=45&type=section&id=MD%26A%20Results%20of%20Operations) This section provides a detailed analysis of the Company's financial performance, including net revenue, operating expenses, and net income/loss, for Q1 2025 and 2024 | Metric (in thousands) | Q1 2025 | Q1 2024 | Change (YoY) | | :------------------------------------------------ | :------ | :------ | :----------- | | Net Revenue | $92,235 | $104,410 | $(12,175) (-11.7%) | | Total Operating Expenses | $90,137 | $91,522 | $(1,385) (-1.5%) | | Operating Income | $2,098 | $12,888 | $(10,790) (-83.7%) | | Interest Expense | $(10,924) | $(12,998) | $2,074 (-16.0%) | | Gain on Retirement of Debt | $11,587 | $7,874 | $3,713 (47.2%) | | Provision for Income Taxes | $(15,658) | $(2,502) | $(13,156) (NM) | | Net (Loss) Income Attributable to Common Stockholders | $(11,742) | $7,493 | $(19,235) (NM) | | Operating Expense (in thousands) | Q1 2025 | Q1 2024 | Change (YoY) | | :----------------------------------------------- | :------ | :------ | :----------- | | Programming and technical (excl. stock-based comp) | $30,598 | $32,659 | $(2,061) (-6.3%) | | Selling, general and administrative (excl. stock-based comp) | $50,105 | $55,629 | $(5,524) (-9.9%) | | Stock-based compensation | $676 | $1,384 | $(708) (-51.2%) | | Depreciation and amortization | $2,315 | $1,850 | $465 (25.1%) | | Impairment of intangible assets | $6,443 | $— | $6,443 (NM) | - Broadcast and digital operating income decreased by **28.1%** to **$23.0 million** in Q1 2025, primarily due to lower income across all segments except Cable Television[165](index=165&type=chunk) | Non-GAAP Metric (in thousands) | Q1 2025 | Q1 2024 | | :----------------------------- | :------ | :------ | | Net Revenue | $92,235 | $104,410 | | Broadcast and Digital Operating Income | $23,016 | $32,014 | | Adjusted EBITDA | $12,857 | $22,257 | | Net (Loss) Income to Common Stockholders | $(11,742) | $7,493 | [Liquidity and Capital Resources](index=55&type=section&id=MD%26A%20Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity sources, capital resources, debt management, and cash flow activities - Primary liquidity sources are cash from operations and the **$50.0 million** Current ABL Facility, which had no outstanding borrowings as of March 31, 2025[171](index=171&type=chunk)[182](index=182&type=chunk) - Macroeconomic conditions, including tariffs, inflation, and interest rates, may adversely affect revenues[172](index=172&type=chunk) - The Company repurchased **$28.2 million** of its 2028 Notes in Q1 2025, resulting in an **$11.6 million** gain on retirement of debt[181](index=181&type=chunk) - Net cash flows from operating activities increased to **$2.1 million** in Q1 2025 from **$(2.5) million** in Q1 2024, primarily due to increased accounts receivable collection and lower content payments[189](index=189&type=chunk) - Net cash flows used in financing activities decreased significantly to **$21.5 million** in Q1 2025 from **$75.8 million** in Q1 2024, driven by lower debt repurchases and non-controlling interest payments[192](index=192&type=chunk) [Critical Accounting Policies](index=59&type=section&id=MD%26A%20Critical%20Accounting%20Policies) This section confirms no significant changes to critical accounting policies from the prior annual report - No significant changes in critical accounting policies from the 2024 Form 10-K[194](index=194&type=chunk) [Critical Accounting Estimates](index=61&type=section&id=MD%26A%20Critical%20Accounting%20Estimates) This section discusses critical accounting estimates, including impairment losses on intangible assets and changes in useful lives, and their financial impact - No significant changes in critical accounting estimates from the 2024 Form 10-K[195](index=195&type=chunk) - A **$6.4 million** impairment loss was recognized for radio broadcasting licenses in Q1 2025 due to declining market revenues and operating profit margins, with sensitivity analysis showing potential for further impairment under adverse conditions[196](index=196&type=chunk)[198](index=198&type=chunk)[201](index=201&type=chunk)[203](index=203&type=chunk) - The TV One Trade Name's useful life was changed to **20 years** from indefinite, resulting in **$0.6 million** amortization expense in Q1 2025, driven by industry conditions and subscriber churn[204](index=204&type=chunk) [Recent Accounting Pronouncements](index=63&type=section&id=MD%26A%20Recent%20Accounting%20Pronouncements) This section refers to Note 2 for a summary of recently issued accounting pronouncements and their potential impact - Refer to Note 2 for a summary of recent accounting pronouncements[207](index=207&type=chunk) [Capital and Commercial Commitments](index=63&type=section&id=MD%26A%20Capital%20and%20Commercial%20Commitments) This section details the Company's contractual obligations, including debt, operating contracts, and lease commitments | Contractual Obligations (in thousands) | Remainder of 2025 | 2026 | 2027 | 2028 | 2029 | 2030 and Beyond | Total | | :------------------------------------- | :---------------- | :--- | :--- | :--- | :--- | :-------------- | :---- | | 2028 Notes (principal + interest) | $20,515 | $41,031 | $41,031 | $576,863 | $— | $— | $679,440 | | Other operating contracts/agreements | $50,758 | $18,792 | $6,783 | $3,338 | $3,285 | $54 | $83,010 | | Operating lease obligations | $6,259 | $7,967 | $7,191 | $6,245 | $5,791 | $22,769 | $56,222 | | **Total** | **$77,532** | **$67,790** | **$55,005** | **$586,446** | **$9,076** | **$22,823** | **$818,672** | - Approximately **$53.0 million** of other operating contracts and agreements are not recorded on the balance sheet as of March 31, 2025, as they do not meet recognition criteria[219](index=219&type=chunk) - The Current ABL Facility provides up to **$50.0 million** in revolving loan borrowings and a **$5.0 million** letter of credit facility, with no outstanding balance as of March 31, 2025[220](index=220&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=66&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that the Company is a smaller reporting company and is therefore not required to provide quantitative and qualitative disclosures about market risk - Not required for smaller reporting companies[221](index=221&type=chunk) [Item 4. Controls and Procedures](index=66&type=section&id=Item%204.%20Controls%20and%20Procedures) This section reports that the Company's disclosure controls and procedures were not effective as of March 31, 2025, due to identified material weaknesses in internal control over financial reporting, specifically concerning entity-level controls, IT general controls, and financial statement close process controls - The Company's disclosure controls and procedures were not effective as of March 31, 2025, due to material weaknesses in internal control over financial reporting[223](index=223&type=chunk) - Material weaknesses include ineffective entity-level controls (control environment, identification of control activities, monitoring), inadequate communication of objectives, and insufficient ongoing evaluations[225](index=225&type=chunk) - Material weaknesses also include deficiencies in IT general controls (user access, program change management, IT operations) for systems supporting financial reporting[226](index=226&type=chunk) - Despite material weaknesses, management concluded that the consolidated financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows[224](index=224&type=chunk) - No changes in internal control over financial reporting occurred during Q1 2025 that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[227](index=227&type=chunk) [PART II. OTHER INFORMATION](index=69&type=section&id=PART%20II%20Other%20Information) This part covers legal proceedings, risk factors, equity sales, defaults, and other required disclosures for the reporting period [Item 1. Legal Proceedings](index=69&type=section&id=Item%201.%20Legal%20Proceedings) This section states that Urban One is involved in routine legal and administrative proceedings incidental to its ordinary course of business, and management believes the outcomes will not have a material adverse effect on its financial position or results of operations - Urban One is involved in routine legal and administrative proceedings, but management believes the outcomes will not materially adversely affect its business, financial condition, or results of operations[230](index=230&type=chunk) [Item 1A. Risk Factors](index=69&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Company's Form 10-K for the year ended December 31, 2024, for a detailed description of risk factors, noting no changes from those previously disclosed - No changes to risk factors from those disclosed in the Annual Report on Form 10-K filed March 27, 2025[231](index=231&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=69&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's purchases of Class A and Class D common stock during the three months ended March 31, 2025, under publicly announced repurchase programs | Class | Total Shares Purchased (Q1 2025) | Average Price Paid Per Share | Maximum Remaining Under Programs (in thousands) | | :---- | :------------------------------- | :--------------------------- | :---------------------------------------------- | | Class A | 449,252 | $1.48 | $12,752 | | Class D | 303,622 | $0.87 | $12,752 | [Item 3. Defaults Upon Senior Securities](index=69&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - No defaults upon senior securities[233](index=233&type=chunk) [Item 4. Mine Safety Disclosures](index=69&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that this item is not applicable to the Company - Not applicable[234](index=234&type=chunk) [Item 5. Other Information](index=70&type=section&id=Item%205.%20Other%20Information) This section reports that no directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2025 - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025[235](index=235&type=chunk) [Item 6. Exhibits](index=70&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and financial information formatted in Inline XBRL - Includes certifications from CEO and CFO (Sarbanes-Oxley Act Sections 302 and 906) and financial information in Inline XBRL format[236](index=236&type=chunk) [SIGNATURE](index=71&type=section&id=SIGNATURE) This section indicates that the report is signed by Peter D. Thompson, Executive Vice President and Chief Financial Officer, on behalf of Urban One, Inc - The report is signed by Peter D. Thompson, Executive Vice President and Chief Financial Officer, on May 14, 2025[240](index=240&type=chunk)

[Executive Summary](index=1&type=section&id=Executive%20Summary) Urban One, Inc. reported a net loss and significant declines in key financial metrics for Q1 2025, with the CEO reaffirming full-year guidance and highlighting debt reduction efforts [Q1 2025 Financial Highlights](index=1&type=section&id=Q1%202025%20Financial%20Highlights) Urban One, Inc. reported a decrease in net revenue and operating income for Q1 2025 compared to Q1 2024, resulting in a net loss, with Adjusted EBITDA also seeing a significant decline | Metric | Q1 2025 (approx.) | Q1 2024 (approx.) | Change (%) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Net Revenue | $92.2 million | $104.4 million | -11.7% | | Operating Income | $2.1 million | $12.9 million | -83.7% | | Broadcast and Digital Operating Income | $23.0 million | $32.0 million | -28.1% | | Net (Loss) Income | $(11.7) million | $7.5 million | N/A | | EPS (basic) | $(0.26) | $0.15 | N/A | | Adjusted EBITDA | $12.9 million | $22.3 million | -42.2% | [CEO Commentary and Outlook](index=1&type=section&id=CEO%20Commentary%20and%20Outlook) CEO Alfred C. Liggins, III noted that Q1 results were in line with expectations, despite declines in core radio and cable TV advertising, reaffirming full-year Adjusted EBITDA guidance and highlighting significant debt repurchases and a strong liquidity position - Core radio advertising finished at **(12.4)%** excluding digital, and Cable TV advertising was **(6.3)%** in Q1 2025[1](index=1&type=chunk) - Cable TV ratings stabilized significantly in Q1 2025 and are performing in line with the 2025 budget[1](index=1&type=chunk) - Q1 2025 digital revenues were down **(16.1)%** due to expected weakness in streaming and podcasting[1](index=1&type=chunk) - Reaffirmed full-year guidance of **$75 million** in Adjusted EBITDA[1](index=1&type=chunk) - Cumulative debt repurchases in 2025 totaled **$88.6 million** at an average price of **53.9%**, reducing gross debt to **$495.9 million**[1](index=1&type=chunk) - Approximately **$79.8 million** of cash on hand[1](index=1&type=chunk) [Consolidated Financial Performance](index=2&type=section&id=Consolidated%20Financial%20Performance) Consolidated financial results for Q1 2025 show a net loss, decreased revenue, and lower operating income, alongside reductions in cash, assets, and debt [Consolidated Statements of Operations](index=2&type=section&id=Consolidated%20Statements%20of%20Operations) The consolidated statements of operations show a significant decline in net revenue and a shift from net income to net loss in Q1 2025 compared to Q1 2024, primarily driven by lower revenues and higher income tax provision | Metric (in thousands) | Q1 2025 | Q1 2024 | Change ($) | Change (%) | | :-------------------------------------- | :------ | :------ | :--------- | :--------- | | NET REVENUE | $92,235 | $104,410 | $(12,175) | -11.7% | | Total operating expenses | $90,137 | $91,522 | $(1,385) | -1.5% | | Operating income | $2,098 | $12,888 | $(10,790) | -83.7% | | Interest expense | $(10,924) | $(12,998) | $2,074 | -16.0% | | Gain on retirement of debt | $11,587 | $7,874 | $3,713 | 47.1% | | Provision for income taxes | $(15,658) | $(2,502) | $(13,156) | 525.8% | | NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $(11,742) | $7,493 | $(19,235) | N/A | [Selected Other Financial Data](index=6&type=section&id=Selected%20Other%20Financial%20Data) Per share data reflects the net loss, while Broadcast and digital operating income and Adjusted EBITDA both decreased substantially year-over-year, indicating weaker core operational performance | Metric | Q1 2025 | Q1 2024 | Change ($) | Change (%) | | :-------------------------------------- | :------ | :------ | :--------- | :--------- | | Net (loss) income attributable to common stockholders (basic) | $(0.26) | $0.15 | $(0.41) | N/A | | Broadcast and digital operating income | $23,016 | $32,014 | $(8,998) | -28.1% | | Adjusted EBITDA | $12,857 | $22,257 | $(9,400) | -42.2% | - Adjusted EBITDA definition was immaterially changed in 2024 to add back loss from ceased non-core operations, with all historical periods recast[7](index=7&type=chunk) [Selected Consolidated Balance Sheet Data](index=8&type=section&id=Selected%20Consolidated%20Balance%20Sheet%20Data) The balance sheet shows a decrease in cash and cash equivalents, total assets, total debt, and total stockholders' equity as of March 31, 2025, compared to December 31, 2024 | Metric (in thousands) | March 31, 2025 | December 31, 2024 | Change ($) | Change (%) | | :-------------------------------- | :------------- | :---------------- | :--------- | :--------- | | Cash and cash equivalents and restricted cash | $115,568 | $137,574 | $(22,006) | -16.0% | | Intangible assets, net | $474,007 | $490,024 | $(16,017) | -3.3% | | Total assets | $890,551 | $944,790 | $(54,239) | -5.7% | | Total debt, net of issuance costs | $551,494 | $579,069 | $(27,575) | -4.8% | | Total liabilities | $727,595 | $765,857 | $(38,262) | -5.0% | | Total stockholders' equity | $159,238 | $170,945 | $(11,707) | -6.9% | - The company's senior secured notes due February 2028 have a fixed interest rate of **7.375%**[8](index=8&type=chunk) [Segment Performance Analysis](index=3&type=section&id=Segment%20Performance%20Analysis) Segment performance analysis reveals reclassification of CTV offering, with all segments experiencing decreased net revenue and most showing Adjusted EBITDA declines in Q1 2025 [Segment Reclassification](index=3&type=section&id=Segment%20Reclassification) Effective January 1, 2025, Urban One modified its reportable segments by transferring the CTV offering from the Digital segment to the Cable Television segment, and recast prior period segment information for Sales and marketing and General and administrative expenses to align with the Chief Operating Decision Maker's evaluation of performance - The CTV offering was transferred from the Digital segment to the Cable Television segment, with prior periods reclassified to conform[3](index=3&type=chunk) - Prior period segment information for Sales and marketing and General and administrative expenses was recast to conform to the presentation used by the CODM[3](index=3&type=chunk) [Net Revenue by Segment](index=3&type=section&id=Net%20Revenue%20by%20Segment) All operating segments experienced a decrease in net revenue in Q1 2025 compared to Q1 2024, with Radio Broadcasting and Cable Television seeing the largest absolute declines | Segment (in thousands) | Q1 2025 Net Revenue | Q1 2024 Net Revenue | Change ($) | Change (%) | | :--------------------- | :------------------ | :------------------ | :--------- | :--------- | | Radio Broadcasting | $32,610 | $36,351 | $(3,741) | -10.3% | | Reach Media | $5,853 | $8,472 | $(2,619) | -30.9% | | Digital | $10,212 | $12,189 | $(1,977) | -16.2% | | Cable Television | $44,193 | $48,004 | $(3,811) | -7.9% | | Consolidated | $92,235 | $104,410 | $(12,175) | -11.7% | [Adjusted EBITDA by Segment](index=3&type=section&id=Adjusted%20EBITDA%20by%20Segment) Adjusted EBITDA declined across most segments in Q1 2025, with Radio Broadcasting and Reach Media experiencing significant drops, while Digital remained positive but small, and Cable Television maintained the largest segment Adjusted EBITDA despite a revenue decrease | Segment (in thousands) | Q1 2025 Adjusted EBITDA | Q1 2024 Adjusted EBITDA | Change ($) | Change (%) | | :--------------------- | :---------------------- | :---------------------- | :--------- | :--------- | | Radio Broadcasting | $2,848 | $5,634 | $(2,786) | -49.5% | | Reach Media | $(551) | $1,830 | $(2,381) | N/A | | Digital | $58 | $2,347 | $(2,289) | -97.5% | | Cable Television | $18,592 | $19,301 | $(709) | -3.7% | | Consolidated | $12,857 | $22,257 | $(9,400) | -42.2% | [Detailed Financial Discussion](index=9&type=section&id=Detailed%20Financial%20Discussion) This section details the drivers behind the Q1 2025 net revenue decline, changes in operating expenses, interest and tax impacts, and capital allocation activities [Net Revenue Drivers](index=9&type=section&id=Net%20Revenue%20Drivers) Net revenue decreased by **$12.2 million**, or **11.7%**, in Q1 2025, primarily due to weaker market demand for radio advertising, attrition of advertisers in Reach Media, decreased national digital sales (partially offset by podcast revenue), and subscriber churn in Cable Television Net Revenue by Source (in thousands) | Net Revenue Source | Q1 2025 | Q1 2024 | $ Change | % Change | | :------------------------- | :------ | :------ | :------- | :------- | | Radio advertising | $36,217 | $41,341 | $(5,124) | (12.4)% | | Political advertising | $150 | $1,237 | $(1,087) | (87.9)% | | Digital advertising | $10,211 | $12,167 | $(1,956) | (16.1)% | | Cable television advertising | $25,425 | $27,144 | $(1,719) | (6.3)% | | Cable television affiliate fees | $18,717 | $20,787 | $(2,070) | (10.0)% | | Event revenues & other | $1,515 | $1,734 | $(219) | (12.6)% | | **Total Net Revenue** | **$92,235** | **$104,410** | **$(12,175)** | **(11.7)%** | - Radio Broadcasting revenue decreased by **$3.8 million**, driven by weaker overall market demand from national advertisers and lower political revenues[10](index=10&type=chunk) - Cable Television revenue decreased by **$3.8 million**, primarily due to subscriber churn[10](index=10&type=chunk) [Operating Expenses and Impairment](index=10&type=section&id=Operating%20Expenses%20and%20Impairment) Operating expenses (excluding certain items) decreased due to lower costs across most segments, professional fees, and lease costs, while depreciation and amortization increased due to TV One Trade Name amortization, and a significant impairment loss was recognized for broadcasting licenses - Operating expenses, excluding depreciation and amortization, stock-based compensation, and impairment of intangible assets, decreased by approximately **$7.6 million** to **$80.7 million** in Q1 2025, primarily due to lower expenses across most segments, lower third-party professional fees, and lower office space lease costs[12](index=12&type=chunk) - Depreciation and amortization expense increased by approximately **$0.5 million** to **$2.3 million**, driven by TV One Trade Name amortization following its reclassification to a finite-lived intangible asset[13](index=13&type=chunk) - An impairment loss of approximately **$6.4 million** was recognized in Q1 2025 for broadcasting licenses within the Radio Broadcasting segment, compared to no impairment in Q1 2024, due to a continued decline in projected gross market revenues and operating profit margin[14](index=14&type=chunk) [Interest and Taxes](index=10&type=section&id=Interest%20and%20Taxes) Interest and investment income decreased due to lower cash balances, while interest expense decreased due to debt repurchases, and the provision for income taxes significantly increased, resulting in a high effective tax rate, primarily due to a valuation allowance for net operating losses - Interest and investment income decreased by approximately **$1.0 million** to **$1.0 million** in Q1 2025, driven by lower cash and cash equivalents balances[15](index=15&type=chunk) - Interest expense decreased by approximately **$2.1 million** to **$10.9 million** in Q1 2025, following the repurchase of approximately **$28.2 million** of 2028 Notes at a weighted average price of **58.0%** of par[16](index=16&type=chunk) - A provision for income taxes of approximately **$15.7 million** was recorded on pre-tax income of **$3.9 million** in Q1 2025, resulting in an annual effective tax rate of **399.5%**, including **$14.6 million** of discrete tax expense related to a valuation allowance for net operating losses[17](index=17&type=chunk) [Capital Allocation](index=10&type=section&id=Capital%20Allocation) Capital expenditures increased slightly, and the company continued its share repurchase program for both Class A and Class D Common Stock in Q1 2025 - Capital expenditures were approximately **$2.5 million** in Q1 2025, up from **$1.8 million** in Q1 2024[18](index=18&type=chunk) - In Q1 2025, the Company repurchased **449,252 shares** of Class A Common Stock for approximately **$0.7 million** (average price **$1.48/share**) and **303,622 shares** of Class D Common Stock for approximately **$0.3 million** (average price **$0.87/share**)[19](index=19&type=chunk) [Additional Information](index=8&type=section&id=Additional%20Information) This section provides an overview of Urban One's business, definitions of non-GAAP financial measures, forward-looking statement disclaimers, and conference call details [Company Overview](index=13&type=section&id=Company%20Overview) Urban One, Inc. is the largest diversified media company primarily targeting Black Americans and urban consumers in the United States, operating across television, radio, syndicated programming, and digital platforms - Urban One owns TV One, LLC, a television network serving over **35 million** households[25](index=25&type=chunk) - As of March 27, 2025, the company owned and/or operated **72 broadcast stations** (Radio One) in **13 urban markets**[25](index=25&type=chunk) - Through Reach Media, Inc., it operates syndicated programming like the Rickey Smiley Morning Show and the DL Hughley Show[25](index=25&type=chunk) - iOne Digital is its wholly-owned digital platform serving the African American community with various websites and brands[25](index=25&type=chunk) [Non-GAAP Financial Measures](index=13&type=section&id=Non-GAAP%20Financial%20Measures) The report defines and explains the non-GAAP financial measures 'Broadcast and digital operating income' and 'Adjusted EBITDA,' emphasizing their use by management to evaluate operating performance and their differences from GAAP measures - Broadcast and digital operating income is a significant measure used by management to evaluate core operating segments, providing information apart from expenses associated with fixed assets, goodwill, income taxes, investments, impairment, debt, corporate overhead, and stock-based compensation[26](index=26&type=chunk) - Adjusted EBITDA is defined as net (loss) income plus various add-backs (depreciation, taxes, interest expense, impairment, stock-based compensation, etc.) and less certain deductions (other income, interest and investment income), used to evaluate overall business operating performance[26](index=26&type=chunk) [Forward-Looking Statements](index=8&type=section&id=Forward-Looking%20Statements) This section provides a standard cautionary note that the press release contains forward-looking statements, which involve known and unknown risks and uncertainties that could cause actual results to differ materially from expectations - Forward-looking statements represent management's current expectations and are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially[9](index=9&type=chunk) - Important factors that could cause actual results to differ are described in Urban One's SEC filings (Forms 10-K, 10-Q, 8-K)[9](index=9&type=chunk) [Conference Call Details](index=13&type=section&id=Conference%20Call%20Details) Urban One, Inc. scheduled a conference call for May 13, 2025, at 10:00 a.m. EDT to discuss its Q1 2025 results, with replay options available for a week - Conference call for Q1 2025 results was scheduled for Tuesday, May 13, 2025, at **10:00 a.m. EDT**[23](index=23&type=chunk) - U.S. callers could dial toll-free **(+1) 888-596-4144**, international callers **(+1) 646-968-2525**, with Access Code **7968738**[23](index=23&type=chunk) - A replay was available from May 13 to May 20, 2025, via phone (**+1 800-770-2030** or **+1 609-800-9909**, Access Code **7968738**) and on Urban One's website[24](index=24&type=chunk)

Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the United States [4] - The company owns TV One, LLC, which serves over 37 million households with a variety of original programming, classic series, and movies [4] - As of March 31, 2025, Urban One operates 72 independently formatted broadcast stations, including 57 FM or AM stations, 13 HD stations, and 2 low power television stations [4] - Urban One also has a controlling interest in Reach Media, Inc., which operates syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [4] - The company owns iOne Digital, a digital platform serving the African American community through various websites and brands [4] Upcoming Events - Urban One will hold a conference call on May 13, 2025, at 10:00 a.m. EDT to discuss its results for the first fiscal quarter of 2025 [1] - A replay of the conference call will be available from May 13, 2025, at 2:00 p.m. EDT until May 20, 2025, at 11:59 p.m. EDT [2]

Financial Performance - For the three months ended December 31, 2024, net revenue was approximately $117.1 million, a decrease of 2.7% from the same period in 2023[1]. - The company reported an operating loss of approximately $1.9 million for Q4 2024, compared to operating income of approximately $6.8 million for Q4 2023[1]. - Net loss was approximately $35.7 million or $(0.78) per share for Q4 2024, compared to a net loss of $11.0 million or $(0.23) per share for the same period in 2023[1]. - Adjusted EBITDA for Q4 2024 was approximately $26.9 million, slightly down from approximately $27.1 million for Q4 2023[1]. - For the year ended December 31, 2024, total net revenue was $449,674,000, compared to $449,674,000 in 2023, showing no growth year-over-year[24]. - The total operating loss for the year ended December 31, 2024, was $(75,585,000), compared to an operating income of $6,764,000 in 2023, indicating a substantial decline in profitability[24]. - The company reported an impairment of goodwill and intangible assets amounting to $151,755,000 for the year ended December 31, 2024[24]. - Adjusted EBITDA for the year ended December 31, 2024, was $103,463,000, compared to $27,117,000 in 2023, representing a significant increase[24]. - The company reported an operating loss of $31,571,000, primarily driven by losses in the Radio Broadcasting segment ($99,437,000)[26]. Revenue Breakdown - Radio Broadcasting segment revenue increased to approximately $47.7 million, up by 14.4% from $41.7 million in Q4 2023, primarily due to increased political revenue[10]. - Political advertising revenue surged to $13.5 million, a significant increase of 591.9% compared to $1.9 million in Q4 2023[11]. - Digital segment revenue decreased to approximately $20.5 million, down 3.3% from $21.2 million in Q4 2023, driven by lower demand[10]. - Cable Television segment revenue fell to approximately $39.8 million, a decrease of 15.8% from $47.3 million in Q4 2023, attributed to reduced audience viewership[10]. - Total net revenue for the year ended December 31, 2023, was $477,690,000, with significant contributions from Radio Broadcasting ($156,214,000) and Cable Television ($196,207,000) segments[26]. Expenses and Liabilities - Total operating expenses for Q4 2024 were approximately $119.0 million, up from $113.6 million in Q4 2023[3]. - Operating expenses, excluding certain items, were approximately $91.1 million, down from $105.6 million in Q4 2023, reflecting lower expenses across most segments[12]. - Interest expense decreased to approximately $11.5 million in Q4 2024 from $14.2 million in Q4 2023, following a reduction in outstanding debt[16]. - Total debt as of December 31, 2024, was approximately $579.1 million, down from $716.2 million as of December 31, 2023[8]. - Interest expense for the year ended December 31, 2024, was $48,571,000, compared to $14,173,000 in 2023, indicating a substantial rise in interest costs[24]. Taxation - The provision for income taxes was approximately $27.6 million on a pre-tax loss of approximately $7.8 million, resulting in an effective tax rate of 352.0%[17]. - The provision for income taxes for the year ended December 31, 2024, was $9,759,000, compared to $(18,368,000) in 2023, reflecting a change in tax liabilities[24]. Company Position and Strategy - The company ended the year with $137.1 million in cash and cash equivalents, indicating a strong liquidity position[1]. - Urban One operates 72 broadcast stations and serves over 37 million households through its television network, TV One[30]. - The company is focused on expanding its digital platform, iOne Digital, to enhance engagement with the African American community[30]. - Future strategies include exploring new market opportunities and potential acquisitions to strengthen its media presence[30].

Financial Data and Key Metrics Changes - The company reported adjusted EBITDA of $103.5 million for 2024, which is a decrease from the guidance of $75 million for 2025, primarily due to weaker radio performance and a lack of recurring political advertising [12][10][11] - Consolidated net revenues for Q4 2024 were approximately $171 million, down 2.7% year-over-year [14] - The net loss for Q4 2024 was approximately $35.7 million, or 78 cents per share, compared to a net loss of $11 million, or 23 cents per share, for Q4 2023 [27] Business Line Data and Key Metrics Changes - Radio broadcast segment net revenue was $47.7 million, an increase of 14.5% year-over-year, but excluding political advertising, it was down 5.1% [14][15] - The REACH media segment reported net revenue of $9.6 million, down 10.7% from the prior year, with adjusted EBITDA of $2.9 million, a decrease of 15.4% [16] - Digital segment net revenue was down 3.1% in Q4 at $20.5 million, although political advertising contributed $2.4 million, and connected TV and podcast revenue increased [17][18] Market Data and Key Metrics Changes - Cable television segment revenue was approximately $39.8 million, a decrease of 15.9%, with advertising revenue down 21.4% and affiliate revenue down 9.9% due to increased subscriber churn [19][20] - Subscriber churn for the cable segment was reported at minus 9.5%, with TV1 subscribers decreasing from 39.1 million to 37.2 million [20] Company Strategy and Development Direction - The company is focusing on cost containment and debt reduction, with a staff reduction of about 5% in Q4, saving approximately $5 million annually [11][12] - Management indicated a proactive approach to potential acquisitions in the radio sector, emphasizing the need for consolidation in a declining industry [49][50] Management's Comments on Operating Environment and Future Outlook - Management noted broad softness in advertising demand, particularly in radio, attributed to an uncertain economy [39][40] - The company anticipates improvements in local advertising in Q2, although overall radio performance remains negative [41][42] Other Important Information - The company recorded $24.2 million in non-cash impairment charges in Q4, primarily related to the TV-1 brand and goodwill [26] - As of December 31, total gross debt was approximately $584.6 million, with an unrestricted cash balance of $137.1 million, resulting in a net leverage ratio of 4.33 times [29] Q&A Session Summary Question: Clarification on Q1 radio pacing - Management confirmed that excluding political advertising, Q4 radio revenue was down 5.1% [34][37] Question: Insight into weakness in radio performance - Management indicated broad softness across local, national, and network radio, with negative double-digit pacing observed [39][40] Question: Capital allocation plans for fiscal 2025 - Management stated that 95% of capital will focus on debt reduction, with a small plan for stock repurchases [60][61] Question: Update on digital segment revenue - Management explained that connected TV revenue will now be reported under the TV segment, affecting digital revenue numbers [71][72] Question: Free cash flow expectations - Management projected around $25 million of free cash flow generation based on the $75 million EBITDA guidance [86] Question: Potential asset sales - Management indicated that while there may be non-core assets, the current market lacks buyers for such assets [95][96] Question: Cash balance strategy - Management clarified that there is no minimum cash target, and cash deployment is opportunistic based on market conditions [102][103] Question: Thoughts on cable network spin-offs - Management expressed skepticism about the impact of spin-offs on market consolidation, citing valuation concerns [108][109]

Revenue Generation - For the year ended December 31, 2024, approximately 35.0% of net revenue was generated from the sale of advertising in the core radio business, excluding Reach Media[99]. - Seven of the 13 markets accounted for approximately 77.2% of radio station net revenue for the year ended December 31, 2024[99]. - Revenue from Reach Media and the seven significant contributing radio markets accounted for approximately 38.9% of total consolidated net revenue for the year ended December 31, 2024[99]. Financial Reporting and Compliance - The company has identified material weaknesses in internal control over financial reporting as of December 31, 2023, and December 31, 2024, which could lead to material misstatements in financial statements[80]. - Delayed filings of annual reports have made the company ineligible to use a registration statement on Form S-3, potentially affecting future capital raising and acquisitions[86]. - The company has fallen out of compliance with NASDAQ Listing Rule 5250(c) due to delayed filings of periodic financial reports in 2023 and 2024[138]. - The company's Class D common stock has closed below the $1.00 minimum bid price requirement for continued NASDAQ inclusion for the last 30 consecutive business days[138]. - The company has until August 11, 2025, to regain compliance with the Minimum Bid Price Requirement by maintaining a closing bid price of at least $1.00 for ten consecutive business days[138]. - If compliance is not regained, the company may seek additional time by meeting other NASDAQ listing requirements, potentially including a reverse stock split[138]. - The company intends to monitor the closing bid price and may consider stockholder approval for a reverse stock split to address the Minimum Bid Price Requirement[139]. - Failure to meet NASDAQ listing requirements could lead to delisting proceedings, adversely affecting liquidity and market price[139]. Economic and Market Risks - Economic fluctuations and downturns could negatively impact advertising expenditures, which are cyclical and may lead to reduced revenue[87]. - Inflation may adversely affect liquidity and overall cost structure, impacting financial condition and results of operations[89]. - The company is exposed to credit risk on accounts receivable, which is heightened during uncertain economic conditions[90]. - A disproportionate share of revenue comes from a small number of geographic markets, making the company vulnerable to adverse events in those areas[99]. - The company faces increased competitive pressures due to consolidation among competitors, which limits the availability of licensable content and enhances competition for audiences and advertising revenue[101]. - Increased competition from digital media providers is impacting audience sizes and subscriber bases, affecting revenue[132]. Operational and Technological Challenges - The company must adapt to rapid technological changes, including the integration of AI and data analytics, to remain competitive in the media and entertainment industry[102]. - The digital segment's growth is contingent on offering compelling and differentiated content, products, and services, with significant costs and time required for development[105]. - The company is required to test goodwill and indefinite-lived intangible assets for impairment at least annually, with potential adverse effects on financial performance if impairments occur[110]. - The company faces significant risks from technical disruptions, which could negatively impact revenue and harm business operations[122]. - Natural disasters and catastrophic events could materially affect the company's ability to conduct business and meet customer demands[123]. - Climate change poses risks that could disrupt operations and supply chains, impacting financial performance[124]. Regulatory and Compliance Risks - The company’s ability to maintain its FCC licenses is critical, with licenses expiring between October 2027 and August 2030, subject to renewal challenges[118]. - Regulatory risks from the FCC could restrict the company's ability to acquire radio stations and affect its operations[126]. - Enforcement of indecency rules by the FCC could lead to fines or license revocation, adversely impacting financial condition[127]. - Changes in federal regulations regarding royalties could increase operational costs and negatively affect profitability[128]. Business Expansion and Diversification - The company is entering new lines of business, such as gaming, which may expose it to different operational risks and may not increase shareholder value[125].