PART I. FINANCIAL INFORMATION This part presents the Company's unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter Item 1. Financial Statements 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 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 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 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 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 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 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 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 2. Summary of Significant Accounting Policies 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 taxes364344 - 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 advertising39 - 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)484950 3. Net Revenue 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 segment51 | 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 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 antidilutive57 5. Fair Value Measurements 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 inputs6062 6. Investments 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 202464 7. Content Assets 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 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 20256667 - 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 Company69 9. Goodwill and Other Intangible Assets 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 markets7173 - 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 202578 10. Long-Term Debt 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 debt87157181 - 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, 202589182 | Future Principal Payments (in thousands) | 2028 Notes | | :------------------------------------- | :--------- | | April-December 2025 | $— | | 2026 | $— | | 2027 | $— | | 2028 | $556,348 | | 2029 | $— | | Total Debt | $556,348 | 11. Income Taxes 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%97159 - 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 compensation97159 12. Stockholders Equity 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 meeting100 - 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 authorization104176177 - 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, 2025107 | 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 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 CODM113118 | 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 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 filed120 - 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 BMI121122123 - 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%124215 - 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 results128 15. Subsequent Events 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 par129 - 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 million129130 - The Company's Chief Information Officer resigned on April 24, 2025, and a search is underway for a replacement130 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 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 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 demand132 - Net revenue is gross revenue minus local and national agency and outside sales representative commissions133 Revenue 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 Television147 Expenses 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 amortization142 - The Company controls expenses by centralizing functions (finance, accounting, legal, HR, IT) and leveraging market presence for favorable rates with vendors and selling agencies142 Results of Operations 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 Television165 | 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 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, 2025171182 - Macroeconomic conditions, including tariffs, inflation, and interest rates, may adversely affect revenues172 - The Company repurchased $28.2 million of its 2028 Notes in Q1 2025, resulting in an $11.6 million gain on retirement of debt181 - 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 payments189 - 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 payments192 Critical Accounting Policies 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-K194 Critical Accounting Estimates 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-K195 - 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 conditions196198201203 - 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 churn204 Recent Accounting Pronouncements 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 pronouncements207 Capital and Commercial Commitments 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 criteria219 - 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, 2025220 Item 3. Quantitative and Qualitative Disclosures About Market Risk 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 companies221 Item 4. Controls and Procedures 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 reporting223 - Material weaknesses include ineffective entity-level controls (control environment, identification of control activities, monitoring), inadequate communication of objectives, and insufficient ongoing evaluations225 - Material weaknesses also include deficiencies in IT general controls (user access, program change management, IT operations) for systems supporting financial reporting226 - Despite material weaknesses, management concluded that the consolidated financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows224 - 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 reporting227 PART II. OTHER INFORMATION This part covers legal proceedings, risk factors, equity sales, defaults, and other required disclosures for the reporting period Item 1. Legal Proceedings 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 operations230 Item 1A. Risk Factors 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, 2025231 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 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 This section states that there were no defaults upon senior securities - No defaults upon senior securities233 Item 4. Mine Safety Disclosures This section states that this item is not applicable to the Company - Not applicable234 Item 5. Other Information 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 2025235 Item 6. Exhibits 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 format236 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, 2025240
Urban One(UONEK) - 2025 Q1 - Quarterly Report