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 ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delaware 52-1166660 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address ...

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 Commission File No. 0-25969 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delaware 52-1166660 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address of pr ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) The company reported a Q1 2023 net loss of $2.4 million, a significant downturn from a $17.1 million net income in Q1 2022, driven by a $16.8 million impairment charge and lower cable television revenue [Consolidated Statements of Operations](index=6&type=section&id=Consolidated%20Statements%20of%20Operations) A 2.0% decrease in net revenue and a $16.8 million impairment charge caused operating income to fall sharply to $8.1 million from $36.5 million year-over-year Consolidated Statements of Operations (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 (As Revised) | | :--- | :--- | :--- | | **Net Revenue** | $109,869 | $112,131 | | **Operating Income** | $8,120 | $36,461 | | **Net (Loss) Income** | $(2,411) | $17,114 | | **Net (Loss) Income Attributable to Common Stockholders** | $(2,922) | $16,488 | | **Diluted (Loss) Income Per Share** | $(0.06) | $0.30 | - A significant impairment charge of **$16.8 million** was recorded in Q1 2023, which was not present in Q1 2022, heavily impacting operating income[20](index=20&type=chunk) [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to $1.28 billion from $1.34 billion, primarily due to lower cash and the reclassification of assets to held for sale Balance Sheet Summary | Metric | March 31, 2023 (Unaudited) | December 31, 2022 (As Revised) | | :--- | :--- | :--- | | **Cash and cash equivalents** | $71,455 | $75,404 | | **Total Current Assets** | $258,739 | $295,406 | | **Total Assets** | $1,284,471 | $1,344,646 | | **Total Current Liabilities** | $112,596 | $132,818 | | **Long-Term Debt, net** | $714,780 | $739,000 | | **Total Liabilities** | $927,778 | $981,973 | | **Total Stockholders' Equity** | $331,577 | $330,750 | - Assets held for sale of **$9.9 million** were newly classified on the balance sheet as of March 31, 2023, related to the planned divestiture of the KROI-FM radio station[25](index=25&type=chunk)[117](index=117&type=chunk) [Consolidated Statements of Cash Flows](index=10&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operations was $17.1 million, while investing and financing activities used $21.4 million and $25.6 million respectively, resulting in a net cash decrease Cash Flow Summary (Q1 2023 vs Q1 2022) | Metric | Three Months Ended March 31, 2023 | Three Months Ended March 31, 2022 (As Revised) | | :--- | :--- | :--- | | **Net cash flows provided by operating activities** | $17,104 | $15,456 | | **Net cash flows used in investing activities** | $(21,446) | $(1,576) | | **Net cash flows (used in) provided by financing activities** | $(25,606) | $268 | | **(Decrease) Increase in Cash and Cash Equivalents** | $(29,948) | $14,148 | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Key notes cover the revision of 2022 financials, a $16.8 million impairment charge, debt repurchases, and significant subsequent events including a major asset sale and a Nasdaq delisting notice - The company is a multi-media entity targeting African-American and urban consumers, with four reportable segments: radio broadcasting, Reach Media, digital, and cable television[32](index=32&type=chunk)[34](index=34&type=chunk) - Immaterial accounting errors related to stock-based compensation and the RVAEH joint venture necessitated a revision of previously issued financial statements for 2022[11](index=11&type=chunk)[39](index=39&type=chunk) - The company recorded a **$16.8 million impairment charge** related to the KROI-FM radio broadcasting license, which was classified as held for sale[117](index=117&type=chunk)[123](index=123&type=chunk) - In Q1 2023, the company repurchased **$25.0 million** of its 7.375% Senior Secured Notes due 2028, resulting in a gain on retirement of debt of approximately **$2.4 million**[129](index=129&type=chunk) - Subsequent to quarter-end, the company sold its investment in MGM National Harbor for approximately **$136.8 million** in April 2023[98](index=98&type=chunk)[176](index=176&type=chunk) - The company received a Staff Delisting Determination from Nasdaq due to delays in filing its periodic reports, with a hearing scheduled for November 30, 2023[181](index=181&type=chunk)[182](index=182&type=chunk) - A second referendum for the Richmond casino project was defeated, and **$26 million** in escrowed funds are expected to be returned to the joint venture[189](index=189&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=54&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 2.0% revenue decline driven by the cable TV segment, a 77.7% drop in operating income due to a large impairment, and a significant post-quarter liquidity event [Results of Operations](index=56&type=section&id=Results%20of%20Operations) Net revenue decreased by 2.0% to $109.9 million, as a $6.5 million decline in the cable television segment offset a $3.7 million increase in radio broadcasting Net Revenue by Source (Q1 2023 vs Q1 2022) | Revenue Source | 2023 (In thousands) | 2022 (In thousands) | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Radio advertising | $43,108 | $39,127 | $3,981 | 10.2% | | Digital advertising | $15,024 | $15,482 | $(458) | (3.0)% | | Cable television advertising | $25,822 | $30,414 | $(4,592) | (15.1)% | | Cable television affiliate fees | $23,837 | $25,752 | $(1,915) | (7.4)% | | **Total Net Revenue** | **$109,869** | **$112,131** | **$(2,262)** | **(2.0)%** | - The radio broadcasting segment revenue grew by **$3.7 million**, aided by the 2022 acquisition of three stations in Indianapolis and growth in the Atlanta market[204](index=204&type=chunk) - The cable television segment revenue fell by **$6.5 million** due to lower ratings, a decrease in advertising sales, and lower affiliate fees[206](index=206&type=chunk) - A **$16.8 million impairment charge** was recognized for the KROI-FM radio license, which is being sold[216](index=216&type=chunk) - Interest expense decreased by **$1.9 million** due to the repurchase of $100 million of the company's 2028 Notes since Q2 2022[217](index=217&type=chunk) [Non-GAAP Financial Measures](index=61&type=section&id=Non-GAAP%20Financial%20Measures) Adjusted EBITDA fell 27.9% to $30.3 million, and Broadcast and digital operating income decreased 18.8% to $39.3 million, reflecting weaker segment performance Non-GAAP Performance Summary (Q1 2023 vs Q1 2022) | Metric (In thousands) | 2023 | 2022 | | :--- | :--- | :--- | | Broadcast and digital operating income | $39,300 | $48,403 | | Adjusted EBITDA | $30,285 | $42,004 | - The decrease in Broadcast and digital operating income was primarily due to lower net revenues and higher programming expenses in the cable television segment[227](index=227&type=chunk) [Liquidity and Capital Resources](index=65&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity is supported by a $71.9 million cash balance and an undrawn ABL facility, significantly boosted post-quarter by a $136.8 million asset sale - Cash, cash equivalents and restricted cash totaled **$71.9 million** as of March 31, 2023[231](index=231&type=chunk) - The company had **$725.0 million** of its 7.375% 2028 Notes outstanding as of March 31, 2023, after repurchasing $25.0 million during the quarter[238](index=238&type=chunk) - In April 2023, after the quarter ended, the company received approximately **$136.8 million** from the sale of its Put Interest in MGM National Harbor[235](index=235&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=70&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not required for smaller reporting companies, and therefore no information is provided - Disclosure is not required for smaller reporting companies[267](index=267&type=chunk) [Controls and Procedures](index=70&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 31, 2023, due to identified material weaknesses in internal control - The CEO and CFO concluded that **disclosure controls and procedures were not effective** as of March 31, 2023[270](index=270&type=chunk) - **Material weaknesses** were identified in the control environment and control activities, including IT general controls, segregation of duties, and review controls over key accounts[272](index=272&type=chunk)[274](index=274&type=chunk) - Remediation efforts are underway, including hiring a Corporate Controller and Senior VP-Finance, engaging external experts, and redesigning controls[275](index=275&type=chunk)[279](index=279&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=74&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in routine legal proceedings not expected to have a material adverse effect on its financial condition - The company believes the resolution of current routine legal matters will not have a material adverse effect on its business[279](index=279&type=chunk) [Risk Factors](index=76&type=section&id=Item%201A.%20Risk%20Factors) The primary risk is the potential delisting from Nasdaq due to delayed SEC filings, which could harm stock liquidity and the ability to raise capital - The company is **not in compliance with Nasdaq Listing Rule 5250(c)(1)** for timely filing of periodic reports, which has resulted in a delisting notice[282](index=282&type=chunk) - A hearing before a Nasdaq Hearings Panel is scheduled for November 30, 2023, and a stay on delisting is in effect through the hearing[282](index=282&type=chunk) - Potential consequences of delisting include adverse effects on stock liquidity and price, reduced investor interest, and impaired ability to raise capital[283](index=283&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=78&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities during the period - None[285](index=285&type=chunk) [Defaults Upon Senior Securities](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period - None[286](index=286&type=chunk) [Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[287](index=287&type=chunk) [Other Information](index=78&type=section&id=Item%205.%20Other%20Information) There is no other information to report for this item - None[288](index=288&type=chunk) [Exhibits](index=78&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including Sarbanes-Oxley certifications and Inline XBRL data - Exhibits include Section 302 and 906 certifications for the CEO and CFO, and the Inline XBRL data file[288](index=288&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Delaware 52-1166660 1010 Wayne Avenue, 14th Floor Silver Spring, Mary ...

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

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 Delaware 52-1166660 Commission File No. 0-25969 1010 Wayne Avenue, 14th Floor Silver Spring, Maryland 20910 (Address of principal executive offices) (301) 429-3200 URBAN ONE, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of (I.R.S. Employer incorpora ...