Revenue Performance - For the three months ended September 30, 2024, net revenues were approximately $110.4 million, a decrease of $7.4 million or 6.3% compared to $117.8 million for the same period in 2023[169]. - The Radio Broadcasting segment generated approximately $39.7 million in revenue for the three months ended September 30, 2024, down from $40.2 million in 2023, primarily due to a decrease in national advertising[169]. - Reach Media segment revenue decreased to approximately $10.2 million in the three months ended September 30, 2024, from $11.2 million in 2023, driven by lower demand and advertiser attrition[169]. - Digital segment revenue remained stable at approximately $20.4 million for both periods, with a decrease in national digital sales noted[169]. - Cable television segment revenue decreased to approximately $40.7 million for the three months ended September 30, 2024, down from $46.8 million in 2023, attributed to reduced audience viewership and subscriber churn[169]. - Political advertising revenue surged to $3.5 million in the three months ended September 30, 2024, compared to $1.1 million in 2023, reflecting a 222.2% increase[159]. - Net revenue for the nine months ended September 30, 2024, was approximately $332.5 million, a decrease of $24.8 million or 6.9% compared to $357.3 million for the same period in 2023[187]. - Revenue from the Radio Broadcasting segment increased by approximately $3.5 million to $118.1 million, driven by local political advertising and the acquisition of a Houston station[187]. - Revenue from the Reach Media segment decreased by approximately $4.5 million to $37.6 million, primarily due to decreased overall demand and advertiser attrition[187]. Operating Expenses and Losses - Total operating expenses for the three months ended September 30, 2024, were approximately $136.6 million, a decrease of $37.3 million or 21.5% from $173.9 million in 2023[167]. - The operating loss for the three months ended September 30, 2024, improved to $26.2 million from a loss of $56.1 million in 2023, representing a 53.3% reduction[167]. - Net loss attributable to common stockholders for the three months ended September 30, 2024, was $31.8 million, a decrease of $22.6 million or 41.6% compared to a loss of $54.4 million in 2023[167]. - Total operating expenses for the nine months ended September 30, 2024, were approximately $406.3 million, an increase of $10.6 million or 2.7% compared to $395.7 million in 2023[187]. - Operating loss for the nine months ended September 30, 2024, was approximately $73.7 million, an increase of $35.4 million or 92.3% compared to a loss of $38.3 million in 2023[187]. Impairment and Gains - The company recognized a gain of $3.5 million on the retirement of debt during the three months ended September 30, 2024, marking a significant financial maneuver[167]. - Impairment of goodwill, intangible assets, and long-lived assets was approximately $46.8 million for the three months ended September 30, 2024, down from approximately $85.4 million in the same period of 2023, a decrease of 45.2%[176]. - The company reported a gain on retirement of debt of approximately $18.8 million for the nine months ended September 30, 2024, compared to $2.4 million for the same period in 2023, representing a 696.7% increase[196]. - The Company recognized an impairment loss of approximately $37.7 million associated with 9 radio markets within the Radio Broadcasting segment for the three months ended September 30, 2024[244]. - As of September 30, 2024, the Company recorded an impairment charge of $37.7 million for broadcasting licenses and an impairment loss of approximately $9.1 million for the TV One trade name[252][253]. Cash Flow and Financing Activities - Net cash flows provided by operating activities were approximately $1.9 million for the nine months ended September 30, 2024, a decrease from $43.3 million in the same period of 2023[236]. - Net cash flows used in investing activities were approximately $(1.7) million for the nine months ended September 30, 2024, compared to $79.3 million in 2023, primarily driven by the sale of the MGM investment[238]. - Net cash flows used in financing activities were approximately $(118.2) million for the nine months ended September 30, 2024, compared to $(28.3) million in 2023, including repurchases of approximately $104.8 million of 2028 Notes[239]. - The company repurchased approximately $125.0 million of its 2028 Notes at an average price of approximately 83.8% of par during the nine months ended September 30, 2024, resulting in a net gain on retirement of debt of approximately $18.8 million[227]. - The company reported a net gain on retirement of debt of approximately $3.6 million from repurchasing $14.5 million of its 2028 Notes at an average price of approximately 75.0% of par during the three months ended September 30, 2024[226]. Expenses Breakdown - Programming and technical expenses were approximately $33.9 million for both the three months ended September 30, 2024, and 2023, indicating no change[170]. - Selling, general and administrative expenses increased by approximately $1.0 million to $41.1 million for the three months ended September 30, 2024, compared to $40.1 million in the same period of 2023, a rise of 2.4%[172]. - Corporate selling, general and administrative expenses rose by approximately $1.9 million to $12.4 million for the three months ended September 30, 2024, compared to $10.4 million for the same period in 2023, an increase of 18.6%[173]. - Stock-based compensation expense decreased by approximately $1.1 million to $1.2 million for the three months ended September 30, 2024, compared to $2.2 million in the same period of 2023, a decline of 48.1%[174]. - Depreciation and amortization expense decreased by approximately $0.6 million to $1.2 million for the three months ended September 30, 2024, compared to $1.8 million for the same period in 2023[175]. - Interest income decreased by approximately $1.2 million to $1.1 million for the three months ended September 30, 2024, compared to $2.3 million in the same period of 2023, a decline of 51.8%[177]. - Interest expense decreased by approximately $2.3 million to $11.6 million for the three months ended September 30, 2024, compared to $14.0 million in the same period of 2023, a decrease of 16.7%[178]. - Stock-based compensation expense decreased by approximately $4.2 million to $3.6 million, primarily due to the timing of vesting of stock awards[191]. - Corporate selling, general and administrative expenses increased by approximately $7.7 million to $38.0 million, primarily due to higher third-party consulting and audit expenses[190]. Future Considerations and Risks - The company is considering the impact of macroeconomic conditions, including inflation and interest rates, which may adversely affect revenues[216]. - The Company is engaged in renewal negotiations for performing rights organization licenses, which could impact music license fees[260][261]. - As of September 30, 2024, the fair value of one reporting unit exceeded its carrying value by less than 10%, indicating potential risk for future impairment[250]. - Cash flows from operations and other sources of liquidity are expected to be sufficient to meet foreseeable cash requirements[237]. Other Notable Information - The Company transitioned to a new secured overnight financing rate as the benchmark rate for future borrowings under the Current ABL Facility[234]. - The Company entered into multiple waivers and amendments to the Current ABL Facility due to delays in delivering financial reports, with the latest amendment setting a due date of June 17, 2024[231]. - The Current ABL Facility matures five years from its effective date or 91 days prior to the maturity of the Company's 2028 Notes, whichever occurs first[235]. - The Company had approximately $600.0 million of 2028 Notes outstanding as of September 30, 2024, with no other indebtedness reported[259]. - Total scheduled contractual obligations as of September 30, 2024, amounted to approximately $936.5 million, with $86.3 million not recorded on the balance sheet[268]. - Reach Media increased its ownership interest to 90% after repurchasing 50% of the non-controlling interest shareholders' shares on March 8, 2024[266]. - The Company has non-cancelable operating leases expiring over the next forty-eight years for various facilities[263]. - The fair value of the Employment Agreement Award was estimated at approximately $13.5 million as of September 30, 2024, down from $23.0 million as of December 31, 2023[256]. - The Company has entered into a new agreement regarding the Fantastic Voyage, effective August 12, 2024, for cruises starting in 2025[269]. - The Company has a letter of credit capacity of up to $5.0 million under its Current ABL Facility, subject to certain limitations[270].

Financial Performance - For Q3 2024, Urban One, Inc. reported net revenues of approximately $110.4 million, a decrease of 6.3% from Q3 2023[1] - The operating loss for Q3 2024 was approximately $26.2 million, an improvement from the operating loss of approximately $56.1 million in Q3 2023[1] - Adjusted EBITDA for Q3 2024 was approximately $25.4 million, down from approximately $34.7 million in Q3 2023, representing a decrease of 26.7%[1] - The net loss for Q3 2024 was approximately $31.8 million or $(0.68) per share, compared to a net loss of $54.4 million or $(1.14) per share in Q3 2023[1] - Revenue from the Radio Broadcasting segment was approximately $39.7 million in Q3 2024, down from $40.2 million in Q3 2023, primarily due to a decrease in national advertising[7] - The Cable Television segment generated approximately $40.7 million in revenue for Q3 2024, a decrease of 13.0% from $46.8 million in Q3 2023, attributed to lower audience viewership[7] - Total operating expenses amounted to $173,937,000, up from $136,590,000, indicating a rise of approximately 27.4%[20] - The company reported an operating loss of $56,112,000 compared to a loss of $26,197,000 in the previous quarter, reflecting a significant increase in losses[20] - The net loss attributable to common stockholders was $54,411,000, worsening from a loss of $31,798,000 in the previous quarter[20] - The company experienced a net loss income before income taxes of $(67,764,000), compared to $(33,212,000) in the previous quarter, indicating a worsening financial position[20] Revenue Trends - The radio division experienced a same station revenue decline of 7.7% excluding political revenues, but saw a 23.9% increase in political revenues in Q4[2] - Digital advertising revenues decreased by 4.1% due to weaker advertising demand compared to the previous year[2] - Urban One reported net revenues of approximately $110.4 million for Q3 2024, a decrease of 6.3% from $117.8 million in Q3 2023[7] - Cash and cash equivalents decreased to approximately $115.5 million as of September 30, 2024, from $233.6 million as of December 31, 2023[5] - Net revenue for the quarter was $332.5 million, a decrease from $357.3 million in the previous quarter, representing a decline of approximately 7%[24] Operating Expenses and Losses - Operating expenses, excluding certain costs, increased by 3.5% to approximately $87.4 million in Q3 2024 from $84.5 million in Q3 2023[10] - Interest expense decreased to approximately $11.6 million in Q3 2024 from $14.0 million in Q3 2023, reflecting a reduction in outstanding debt[14] - The company reported interest expense for the quarter was $13,983,000, compared to $11,649,000 in the previous quarter, indicating an increase of approximately 20%[20] - The impairment of goodwill and intangible assets was recorded at $127.6 million, consistent with the previous quarter's $124.3 million[24] Shareholder Information - The company repurchased 1,015,023 shares of Class A Common Stock for approximately $2.0 million at an average price of $2.01 per share during Q3 2024[17] - For the three months ended September 30, 2024, Urban One had 47,105,290 shares of common stock outstanding on a weighted average basis (basic), compared to 47,722,263 shares for the same period in 2023, indicating a decrease of approximately 1.3%[1] - For the nine months ended September 30, 2024, Urban One had 48,614,438 shares of common stock outstanding on a weighted average basis (basic), compared to 47,592,010 shares for the same period in 2023, reflecting an increase of approximately 2.1%[1] Management Insights - Urban One's broadcast and digital operating income is a significant measure used by management to evaluate the operating performance of core segments, although it is not a GAAP measure[1] - The company emphasizes that adjusted EBITDA and EBITDA should not be considered alternatives to operating income or cash flow from operating activities as defined under GAAP[1] - Urban One's management believes that adjusted EBITDA provides useful information about the operating performance of the business, apart from fixed asset-related expenses[1] - The company made an immaterial change to the definition of adjusted EBITDA during the quarter, which was recasted for all historical periods[1] Future Outlook - The next earnings conference call is scheduled for November 12, 2024, at 10:00 a.m. EST[28]

Financial Performance - For Q2 2024, Urban One, Inc. reported net revenues of approximately $117.7 million, a decrease of 9.2% from Q2 2023[1] - The company experienced an operating loss of approximately $60.4 million in Q2 2024, compared to an operating income of approximately $9.7 million in Q2 2023[1] - Adjusted EBITDA for Q2 2024 was approximately $28.4 million, down from approximately $37.5 million in the same period last year[1] - The net loss for Q2 2024 was approximately $45.4 million, or $(0.94) per share, compared to a net income of $70.4 million, or $1.48 per share, in Q2 2023[1] - Operating expenses for the three months ended June 30, 2024, were approximately $93.3 million, a slight decrease of 0.4% from $93.7 million in the same period of 2023[10] - Total operating expenses for Q2 2024 were $178,165, an increase of 48.4% from $119,997 in Q2 2023[15] - The impairment of goodwill and intangible assets in Q2 2024 was $80,758, with no such impairment reported in Q2 2023[15] - Interest expense for Q2 2024 was $12,404, compared to $13,972 in Q2 2023, indicating a decrease of 11.3%[15] Revenue Breakdown - The radio division's same station revenue declined by 5.6% excluding political advertising, and 3.0% including political[2] - The radio broadcasting segment generated approximately $42.0 million in revenues, an increase of 7.1% from $39.2 million in the prior year, primarily due to the acquisition of a Houston station[8] - The cable television segment experienced a significant revenue decline, reporting $41.5 million, down 20.8% from $52.4 million in the same quarter of 2023, attributed to decreased audience viewership[8] - For the six months ended June 30, 2024, net revenues totaled $222,154, down from $259,304 in the same period of 2023[17] Debt and Cash Management - Urban One repurchased an additional $35.5 million of its 2028 notes at 78.0% during Q2 2024[2] - The company ended Q2 2024 with approximately $132.4 million in cash[2] - Urban One repurchased approximately $35.5 million of its 2028 Notes at an average price of 78.0% of par, resulting in a net gain on retirement of debt of approximately $7.4 million[11] - Interest expense decreased to approximately $12.4 million for the three months ended June 30, 2024, down from $14.0 million in the same period of 2023, due to lower overall debt balances[11] Tax and Impairment - The company recorded a benefit from income taxes of approximately $18.5 million for the three months ended June 30, 2024, with an effective tax rate of 29.1%[12] - Impairment of goodwill and intangible assets was approximately $80.8 million for the second quarter of 2024, compared to $22.1 million in the same quarter of 2023, primarily related to broadcasting licenses[10] Stock and Capital Expenditures - During the three months ended June 30, 2024, Urban One repurchased 449,277 shares of Class A Common Stock for approximately $0.9 million at an average price of $2.06 per share[13] - Capital expenditures were approximately $2.2 million for the three months ended June 30, 2024, compared to $2.1 million in the same period of 2023[13] Future Outlook - Q3 core radio revenue is currently pacing down 6.9% on a same station basis, but up 7.0% overall[2] - The conference call to discuss Q2 2024 results is scheduled for August 8, 2024, at 10:00 a.m. EDT[20] Company Overview - The company operates 72 broadcast stations, including 57 FM or AM stations, across 13 urban markets in the U.S.[21] - Urban One's digital platform, iOne Digital, serves the African American community through various entertainment and information websites[21]

Financial Performance - Net revenues for Q2 2024 were $117.744 million, a decrease of 9.3% from $129.652 million in Q2 2023[12]. - The company reported an operating loss of $60.421 million for Q2 2024, compared to an operating income of $9.655 million in Q2 2023[12]. - Net loss attributable to common stockholders for Q2 2024 was $45.431 million, compared to a net income of $70.366 million in Q2 2023[12]. - Basic loss per share for Q2 2024 was $(0.94), down from earnings of $1.48 per share in Q2 2023[13]. - For the three months ended June 30, 2024, Urban One reported a net loss of $45,097,000 compared to a net income of $71,157,000 for the same period in 2023, representing a significant decline[14]. - For the six months ended June 30, 2024, Urban One experienced a net loss of $37,362,000 compared to a net income of $68,747,000 for the same period in 2023[26]. - The comprehensive loss attributable to common stockholders for the six months ended June 30, 2024, was $37,938,000, compared to a loss of $5,783,000 for the same period in 2023[14]. - Total current assets decreased from $421,966,000 as of December 31, 2023, to $308,682,000 as of June 30, 2024, reflecting a decline of approximately 26.8%[17]. - Total liabilities decreased from $920,588,000 as of December 31, 2023, to $771,179,000 as of June 30, 2024, a reduction of about 16.2%[17]. - Urban One's accumulated deficit increased to $771,309,000 as of June 30, 2024, compared to $733,371,000 at the end of 2023[18]. Operating Expenses - Total operating expenses increased to $178.165 million in Q2 2024, up 48.5% from $119.997 million in Q2 2023[12]. - The company incurred an impairment of goodwill and intangible assets amounting to $80.758 million in Q2 2024, compared to $22.081 million in Q2 2023[12]. - The company reported a stock-based compensation expense of $1,384,000 for the six months ended June 30, 2024[20]. - The company incurred an impairment of goodwill totaling $80.758 million for the six months ended June 30, 2024, compared to $38.856 million in the same period of 2023[107]. - The impairment of goodwill, intangible assets, and long-lived assets for the three months ended June 30, 2024, was $80.8 million, compared to $22.1 million for the same period in 2023[171]. Cash Flow and Liquidity - The company had cash and cash equivalents of $131,890,000 as of June 30, 2024, down from $233,090,000 at the end of 2023, indicating a decrease of approximately 43.4%[17]. - Cash and cash equivalents decreased to $131,890 thousand as of June 30, 2024, compared to $230,731 thousand at the same time in 2023, a decline of about 42.9%[39]. - Net cash flows provided by operating activities decreased to approximately $3.7 million for the six months ended June 30, 2024, down from $41.8 million in the same period of 2023, primarily due to decreased profitability and lower collections of accounts receivable[187]. - Net cash flows used in investing activities were approximately $(0.3) million for the six months ended June 30, 2024, compared to $113.3 million in 2023, with the prior year benefiting from the sale of the MGM investment[188]. - Net cash flows used in financing activities increased to approximately $(104.6) million for the six months ended June 30, 2024, compared to $(25.7) million in 2023, driven by significant repurchases of 2028 Notes[189]. Debt and Financing - Interest expense for Q2 2024 was $12.404 million, a slight decrease from $13.972 million in Q2 2023[12]. - The company reported a gain on retirement of debt of $7.425 million in Q2 2024, with no such gain reported in Q2 2023[12]. - Long-term debt as of June 30, 2024, was reported at $607.865 million, down from $716.246 million as of December 31, 2023[78]. - The Company expects new accounting standards related to segment reporting and income tax disclosures to impact only its disclosures, with no effect on operations or financial condition[64][65]. - The Company recorded a benefit from income taxes of approximately $16.0 million on a pre-tax loss from consolidated operations of approximately $53.0 million for the six months ended June 30, 2024, resulting in an effective tax rate of approximately 30.0%[94]. Revenue Segments - The radio broadcasting segment generated net revenues of $78.350 million for the six months ended June 30, 2024, up from $74.376 million in 2023, representing a growth of 2.6%[107]. - The cable television segment reported net revenues of $87.723 million for the six months ended June 30, 2024, down 14.1% from $102.108 million in 2023[107]. - The digital segment's net revenues decreased to $29.854 million for the six months ended June 30, 2024, from $33.979 million in 2023, reflecting a decline of 12.2%[107]. - Political advertising revenue increased significantly to $2.152 million, up 424.9% from $410, while digital advertising revenue decreased by 17.7% to $15.529 million[123]. - Revenue from the radio broadcasting segment increased to approximately $42.0 million, up from $39.2 million, primarily due to the Houston station acquisition[132]. Strategic Initiatives - The company is focusing on diversification strategies, including expansion into gaming markets[8]. - Urban One's strategy includes diversifying revenue streams through acquisitions and investments in complementary media properties[30]. - The company has increased its interest in Reach Media to 90% after purchasing a 10% interest for approximately $7.6 million from non-controlling interest shareholders[114]. - The company is currently negotiating with BMI and SESAC for new licensing agreements[113]. Stock Repurchase and Equity - The company repurchased 396,052 shares of Class D common stock during the first half of 2024, resulting in a reduction of $1,386,000 in additional paid-in capital[20]. - The company authorized a share repurchase program to repurchase up to $20.0 million of its outstanding Class A and/or Class D common stock, effective for up to 24 months[96]. - During the six months ended June 30, 2024, the company repurchased 449,277 shares of Class A Common Stock for approximately $0.9 million at an average price of $2.06 per share[97]. - The company executed Stock Vest Tax Repurchases of 396,391 shares of Class D Common Stock for approximately $1.3 million at a price of $3.35 per share during the six months ended June 30, 2024[177]. Impairment and Valuation - The company incurred an impairment of goodwill and intangible assets amounting to $80.758 million for the six months ended June 30, 2024[26]. - The Company performed a qualitative impairment assessment for goodwill at four reporting units, with no impairment losses recognized for the period ended June 30, 2024[197]. - The Company recognized an impairment loss of approximately $80.8 million associated with nine radio markets within the radio broadcasting segment during the three and six months ended June 30, 2024[194].

Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the United States [3] - The company owns TV One, LLC, which serves over 59 million households with a variety of original programming, classic series, and movies [3] - As of August 1, 2024, Urban One operates 72 independently formatted broadcast stations, including 57 FM or AM stations and 13 HD stations, branded under "Radio One" in 13 urban markets [3] - Urban One has a controlling interest in Reach Media, Inc., which operates syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [3] - The company also owns iOne Digital, a digital platform serving the African American community through various websites and brands [3] Upcoming Events - Urban One will hold a conference call on August 8, 2024, at 10:00 a.m. EDT to discuss its second fiscal quarter results [1] - The call will be accessible to U.S. callers via a toll-free number and to international callers through a direct line [1] - A replay of the conference call will be available from August 8, 2024, at 5:00 p.m. EDT until August 15, 2024, at 12:00 a.m. EDT [1]

Financial Performance - For the year ended December 31, 2023, net revenue was approximately $477.7 million, a decrease of 1.4% from 2022[1]. - The company reported an operating loss of approximately $31.6 million for the year ended December 31, 2023, compared to an operating income of approximately $91.1 million in 2022[1]. - Adjusted EBITDA for FY23 was approximately $128.4 million, exceeding the high-end of previous guidance[4]. - For Q1 2024, net revenue was approximately $104.4 million, a decrease of 5.0% from Q1 2023[3]. - The company reported net income of approximately $7.5 million or $0.15 per share for Q1 2024, compared to a loss of $2.9 million or $0.06 per share in Q1 2023[3]. - Total revenue for Q1 2024 was approximately $104.4 million, down from $109.9 million in Q1 2023, representing a decrease of about 5.0%[13]. - Net revenue for the three months ended December 31, 2023, was $120.3 million, compared to $132.6 million for the same period in 2022, a decrease of approximately 9.5%[36]. - The net loss attributable to common stockholders for the three months ended December 31, 2023, was approximately $10.9 million, compared to a net loss of approximately $1.9 million for the same period in 2022[37]. - The company reported a net loss attributable to common stockholders of $2,050,000 for 2023, compared to a net income of $34,343,000 in 2022[38][39]. Revenue Breakdown - Broadcast and digital operating income for FY23 was approximately $168.4 million, a decrease of 16.5% from 2022[1]. - Cable television affiliate fees were down 12.8% year over year in Q1 2024, continuing to impact overall performance[4]. - National direct digital revenue was down double digits in Q1 2024, partially offset by growth in VOD, streaming audio, and podcasts[4]. - Revenue from the radio broadcasting segment increased to $36.4 million in Q1 2024, up from $35.2 million in Q1 2023, an increase of approximately 3.4%[13]. - Revenue from the Reach Media segment decreased to $8.5 million in Q1 2024 from $10.9 million in Q1 2023, a decline of approximately 22.0%[13]. - The company recognized a decrease in cable television revenue to $46.2 million in Q1 2024 from $49.7 million in Q1 2023, a decline of approximately 7.1%[13]. Expenses and Losses - Operating expenses for Q1 2024 increased to approximately $88.3 million, up 11.6% from $79.1 million in Q1 2023[17]. - Total operating expenses increased to $509,261,000 in 2023, up from $393,515,000 in 2022, reflecting a significant rise of 29.4%[38][39]. - Adjusted EBITDA for Q1 2024 was $21.545 million, down from $30.285 million in Q1 2023, a decrease of approximately 28.8%[8]. - Adjusted EBITDA for 2023 was $128,379,000, down from $165,180,000 in 2022, indicating a decline of 22.3%[38][39]. - The company reported a gain on retirement of debt amounting to $2,356,000 in 2023, compared to $6,718,000 in 2022[38][39]. Debt and Cash Management - Total debt decreased to $642.579 million as of March 31, 2024, down from $716.246 million at the end of 2023, a reduction of approximately 10.3%[9]. - Cash and cash equivalents decreased to $155.746 million as of March 31, 2024, compared to $233.570 million at the end of 2023, a decline of approximately 33.3%[9]. - The company repurchased $75.0 million of its 2028 notes at 88.3% during Q1 2024[4]. - The Company repurchased approximately $25.0 million of its senior secured notes during the year ended December 31, 2023, at an average price of approximately 89.1% of par[23]. Impairment and Taxation - Impairment of goodwill and intangible assets increased to approximately $129.3 million for the year ended December 31, 2023, compared to $40.7 million in 2022, an increase of approximately 217%[20]. - The provision for income taxes was approximately $7.9 million on pre-tax income of $17.6 million for the year ended December 31, 2023, resulting in an effective tax rate of 45.0%[28]. Operational Highlights - The company remains optimistic about political advertising revenues for the remainder of the year, which is expected to benefit both radio and digital divisions[4]. - Urban One operates 72 independently formatted broadcast stations, including 57 FM or AM stations, across 13 urban markets in the United States[44]. - The company emphasizes its focus on serving Black Americans and urban consumers through its diversified media platforms[44]. - A conference call to discuss the year-end and first fiscal quarter results for 2024 is scheduled for June 10, 2024[42].

Core Insights - Urban One, Inc. reported a net revenue of approximately $104.4 million for the three months ended March 31, 2024, a decrease of 5.0% from $109.9 million in the same period in 2023 [10] - The company achieved an operating income of approximately $12.9 million for Q1 2024, compared to $8.1 million in Q1 2023, indicating improved operational efficiency despite revenue decline [10] - Net income for the three months ended March 31, 2024, was approximately $7.5 million or $0.15 per share, a significant recovery from a net loss of $2.9 million or $0.06 per share in the same period last year [10] Financial Performance - For the year ended December 31, 2023, net revenue was approximately $477.7 million, a decrease of 1.4% from $484.6 million in 2022 [10] - The company reported an operating loss of approximately $31.6 million for the year ended December 31, 2023, compared to an operating income of approximately $91.1 million for the year ended December 31, 2022 [10] - Adjusted EBITDA for FY23 was approximately $128.4 million, down from $165.2 million in FY22 [10] Segment Performance - Broadcast and digital operating income for Q1 2024 was approximately $32.0 million, a decrease of 18.5% from $39.3 million in Q1 2023 [10] - Revenue from the radio broadcasting segment for Q1 2024 was approximately $36.4 million, an increase from $35.2 million in Q1 2023, primarily due to the acquisition of a Houston station [10] - The digital segment revenue decreased to approximately $14.0 million in Q1 2024 from $15.1 million in Q1 2023, driven by lower demand from advertisers [10] Cost Management - Total operating expenses for Q1 2024 were approximately $91.5 million, down from $101.7 million in Q1 2023, reflecting effective cost management strategies [10] - The company reported a decrease in stock-based compensation from $3.3 million in Q1 2023 to $1.4 million in Q1 2024 [10] - Interest expense decreased to $13.0 million in Q1 2024 from $14.1 million in Q1 2023, contributing to improved net income [10] Market Trends - The company noted a continuing decline in cable television subscribers, impacting affiliate fees and advertising sales [10] - Political advertising revenues are expected to improve in the second quarter, which may benefit both radio and digital divisions [10] - The overall demand for digital products was soft in Q1, with a noted decline in national direct digital revenue [10]

Company Overview - Urban One, Inc. is the largest diversified media company primarily targeting Black Americans and urban consumers in the United States [8] - The company owns TV One, LLC, which serves over 59 million households with a variety of original programming, classic series, and movies aimed at adult Black viewers [8] - As of June 8, 2024, Urban One operates 72 independently formatted, revenue-producing broadcast stations, including 57 FM or AM stations, 13 HD stations, and 2 low power television stations branded as "Radio One" across 13 urban markets in the U.S. [8] - 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 [8] - The company owns iOne Digital, a digital platform serving the African American community through various social content, news, and entertainment websites [8] Conference Call Details - Urban One will hold a conference call on June 10, 2024, at 4:30 p.m. EDT to discuss its results for the fourth fiscal quarter of 2023 and the first fiscal quarter of 2024 [6] - Callers can access the conference call by dialing 1-844-291-5494 for U.S. participants or (+1) 409-207-6995 for international callers, with an access code of 9666446 [3] - A replay of the conference call will be available from June 10, 2024, at 7:30 p.m. EDT until June 17, 2024, at 12:00 a.m. EDT [1]

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) Urban One reported **$104.4 million** net revenue for Q1 2024, shifting from a **$2.9 million** net loss to **$7.5 million** net income, with total assets decreasing to **$1.13 billion** and operating cash flow turning negative **$2.5 million** [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2024, Urban One's net revenue decreased by **4.9%** to **$104.4 million**, while operating income increased to **$12.9 million** from **$8.1 million** due to the absence of a **$16.8 million** impairment charge, resulting in net income attributable to common stockholders of **$7.5 million** or **$0.15** per diluted share Consolidated Statements of Operations (Q1 2024 vs. Q1 2023) | Financial Metric | Three Months Ended March 31, 2024 (in thousands) | Three Months Ended March 31, 2023 (in thousands) | | :--- | :--- | :--- | | **Net Revenue** | **$104,410** | **$109,869** | | Total operating expenses | $91,522 | $101,749 | | Impairment of assets | $0 | $16,775 | | **Operating income** | **$12,888** | **$8,120** | | Gain on retirement of debt | $7,874 | $2,356 | | **Net income (loss) attributable to common stockholders** | **$7,493** | **$(2,922)** | | Diluted EPS | $0.15 | $(0.06) | [Condensed Consolidated Balance Sheets](index=7&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, Urban One's total assets decreased to **$1.13 billion** from **$1.21 billion** at year-end 2023, primarily due to reduced cash, while total liabilities decreased to **$832.5 million** from **$920.6 million** mainly from debt reduction, and total stockholders' equity slightly increased to **$285.2 million** Balance Sheet Summary | Account | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $155,265 | $233,090 | | Total current assets | $335,138 | $421,966 | | **Total assets** | **$1,126,023** | **$1,211,173** | | Long-term debt, net | $642,579 | $716,246 | | **Total liabilities** | **$832,457** | **$920,588** | | **Total stockholders' equity** | **$285,202** | **$274,065** | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2024, net cash used in operating activities was **$2.5 million**, a sharp decline from **$17.1 million** provided in the prior year, with net cash used in financing activities significantly increasing to **$75.8 million** primarily due to debt repayments and an ownership interest purchase Cash Flow Summary (Q1 2024 vs. Q1 2023) | Cash Flow Activity | Three Months Ended March 31, 2024 (in thousands) | Three Months Ended March 31, 2023 (in thousands) | | :--- | :--- | :--- | | Net cash flows (used in) provided by operating activities | $(2,477) | $17,104 | | Net cash flows provided by (used in) investing activities | $406 | $(21,446) | | Net cash flows used in financing activities | $(75,753) | $(25,606) | | **Net decrease in cash** | **$(77,824)** | **$(29,948)** | | Cash, cash equivalents and restricted cash, end of period | $155,746 | $71,931 | [Notes to the Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) The notes detail Urban One's multi-media structure, revenue sources, acquisitions, **$650 million** senior secured notes, segment performance, and subsequent NASDAQ non-compliance notices for delayed filings - The company operates as an urban-oriented, multi-media company with four reportable segments: radio broadcasting, Reach Media, digital, and cable television[25](index=25&type=chunk)[27](index=27&type=chunk) Net Revenue by Segment (Q1 2024 vs Q1 2023) | Segment | Q1 2024 Net Revenue (in thousands) | Q1 2023 Net Revenue (in thousands) | | :--- | :--- | :--- | | Radio Broadcasting | $36,351 | $35,180 | | Reach Media | $8,472 | $10,917 | | Digital | $13,968 | $15,071 | | Cable Television | $46,225 | $49,677 | | **Consolidated** | **$104,410** | **$109,869** | - During Q1 2024, the company repurchased **$75.0 million** of its 2028 Notes at an average price of **88.3%** of par, resulting in a net gain of approximately **$7.9 million**[76](index=76&type=chunk) - Subsequent to the quarter end, the company received non-compliance notices from NASDAQ for failure to timely file its 2023 Form 10-K and Q1 2024 Form 10-Q, with a deadline of June 7, 2024, to submit a compliance plan[111](index=111&type=chunk)[112](index=112&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **5.0%** decrease in Q1 2024 net revenue to declines in Reach Media, digital, and cable television, partially offset by radio broadcasting, while operating expenses decreased **10.1%** due to the absence of a **$16.8 million** impairment charge, and liquidity is primarily from cash from operations and an undrawn **$50.0 million** ABL facility [Results of Operations](index=37&type=section&id=Results%20of%20Operations) Net revenue for Q1 2024 decreased by **$5.5 million** (**5.0%**) to **$104.4 million**, driven by declines in Cable Television, Reach Media, and Digital, while operating income rose to **$12.9 million** due to the absence of a **$16.8 million** impairment charge, and Adjusted EBITDA decreased by **28.9%** to **$21.5 million** Net Revenue by Source (Q1 2024 vs Q1 2023) | Revenue Source | Q1 2024 (in thousands) | Q1 2023 (in thousands) | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio advertising | $41,341 | $43,108 | $(1,767) | (4.1)% | | Political advertising | $1,237 | $296 | $941 | 317.9% | | Digital advertising | $13,946 | $15,024 | $(1,078) | (7.2)% | | Cable television advertising | $25,365 | $25,822 | $(457) | (1.8)% | | Cable television affiliate fees | $20,787 | $23,837 | $(3,050) | (12.8)% | | **Total Net Revenue** | **$104,410** | **$109,869** | **$(5,459)** | **(5.0)%** | - Corporate selling, general and administrative expenses increased by **$7.4 million** (**86.3%**) primarily due to higher third-party consulting and audit expenses[133](index=133&type=chunk) Non-GAAP Performance Metrics (Q1 2024 vs Q1 2023) | Metric | Q1 2024 (in thousands) | Q1 2023 (in thousands) | | :--- | :--- | :--- | | Broadcast and digital operating income | $32,014 | $39,300 | | Adjusted EBITDA | $21,545 | $30,285 | [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2024, the company had **$155.7 million** in cash, with primary liquidity from operations and an undrawn **$50.0 million** asset-backed credit facility, and used cash to repurchase **$75.0 million** of its 2028 Notes and acquire an additional **10%** interest in Reach Media for **$7.6 million** - Primary sources of liquidity are cash from operations and a **$50.0 million** asset-backed credit facility, which had no outstanding balance as of March 31, 2024[156](index=156&type=chunk)[169](index=169&type=chunk) - In Q1 2024, the company repurchased **$75.0 million** of its 2028 Notes at an average price of **88.3%** of par[168](index=168&type=chunk) - On March 8, 2024, the company paid approximately **$7.6 million** to increase its ownership in Reach Media to **90%** after noncontrolling shareholders exercised **50%** of their Put Right[108](index=108&type=chunk)[178](index=178&type=chunk) [Capital and Commercial Commitments](index=52&type=section&id=Capital%20and%20Commercial%20Commitments) As of March 31, 2024, the company has significant contractual obligations totaling approximately **$1.04 billion**, primarily comprising **$833.8 million** for its 7.375% Senior Secured Notes, **$150.1 million** for operating contracts, and **$51.4 million** for operating leases Contractual Obligations as of March 31, 2024 | Contractual Obligations | Total (in thousands) | | :--- | :--- | | 7.375% Subordinated Notes (Principal & Interest) | $833,762 | | Other operating contracts/agreements | $150,101 | | Operating lease obligations | $51,437 | | **Total** | **$1,035,300** | - Of the total operating contracts, approximately **$96.4 million** is not recorded on the balance sheet as of March 31, 2024, as it does not meet recognition criteria, including commitments for content, employment, and other agreements[193](index=193&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies, and therefore no disclosure is provided - Disclosure is not required for smaller reporting companies[195](index=195&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2024, due to previously identified material weaknesses in internal control over financial reporting, with remediation efforts underway but not yet fully completed - The CEO and CFO concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2024, due to material weaknesses in internal control over financial reporting[197](index=197&type=chunk) - Remediation efforts during the quarter included hiring a Vice President – Finance, Corporate Controller and continuing to engage external resources to augment the accounting team[198](index=198&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various routine legal and administrative proceedings incidental to its business, which management believes will not have a material adverse effect on its financial condition or results of operations - The company reports involvement in routine legal proceedings but does not expect them to have a material adverse effect on its business or financial condition[200](index=200&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) There have been no changes to the company's risk factors from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed on June 7, 2024 - There have been no changes to risk factors from those disclosed in the Form 10-K for the year ended December 31, 2023[201](index=201&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None[202](index=202&type=chunk) [Item 3. Defaults Upon Senior Securities](index=41&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - None[203](index=203&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[204](index=204&type=chunk) [Item 5. Other Information](index=42&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2024, none of the company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - No directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the three months ended March 31, 2024[205](index=205&type=chunk) [Item 6. Exhibits](index=42&type=section&id=Item%206.%20Exhibits) The report lists several exhibits filed with the SEC, including the CEO's employment agreement, certifications by the CEO and CFO pursuant to the Sarbanes-Oxley Act, and the financial information formatted in Inline XBRL - Exhibits filed include the CEO's employment agreement and Sarbanes-Oxley Act certifications[206](index=206&type=chunk)

Table of Contents ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K For the transition period from to ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address of principal executive of ices) Registrant's telephone number, inc ...