Urban One(UONE) - 2025 Q2 - Quarterly Report

Form 10-Q Filing Information This section identifies Urban One, Inc. as a non-accelerated filer and a smaller reporting company, detailing its common stock outstanding - Urban One, Inc. is a non-accelerated filer and a smaller reporting company[3][4] Common Stock Outstanding at August 7, 2025 | Class | Outstanding at August 7, 2025 | | :--- | :--- | | Class A Common Stock, $.001 Par Value | 6,182,131 | | Class B Common Stock, $.001 Par Value | 2,861,843 | | Class C Common Stock, $.001 Par Value | 2,045,016 | | Class D Common Stock, $.001 Par Value | 34,286,968 | Certain Definitions and Forward-Looking Statements This section defines company references and outlines the inherent risks and uncertainties associated with forward-looking statements - Urban One, Inc. and its subsidiaries are referred to as 'Urban One,' 'the Company,' 'we,' 'our,' and 'us' throughout the report[11] - Forward-looking statements are subject to risks and uncertainties, including recession, economic volatility, financial market unpredictability, fluctuations in local economies, increased costs (tariffs, inflation, music royalty fees), business diversification strategy risks, and regulatory changes by the FCC[13][16] Part I. Financial Information This part presents the company's condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations Item 1. Condensed Consolidated Financial Statements This section provides the unaudited condensed consolidated financial statements, including statements of operations, comprehensive loss, balance sheets, changes in stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, revenue recognition, fair value measurements, and other financial details for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations This section presents the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Operations (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $91,631 | $117,744 | (22.2%) | | Operating Loss | $(120,684) | $(60,421) | 99.7% | | Net Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | 71.5% | | Basic EPS | $(1.74) | $(0.94) | 85.1% | Condensed Consolidated Statements of Operations (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $183,866 | $222,154 | (17.2%) | | Operating Loss | $(118,586) | $(47,533) | *NM | | Net Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | *NM | | Basic EPS | $(2.00) | $(0.78) | 156.4% | Condensed Consolidated Statements of Comprehensive Loss This section presents the unaudited condensed consolidated statements of comprehensive loss for the three and six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Comprehensive Loss (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net Loss | $(77,969) | $(45,097) | | Comprehensive Loss | $(77,969) | $(45,097) | | Comprehensive Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | Condensed Consolidated Statements of Comprehensive Loss (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Net Loss | $(89,708) | $(37,362) | | Comprehensive Loss | $(89,708) | $(37,362) | | Comprehensive Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | Condensed Consolidated Balance Sheets This section presents the unaudited condensed consolidated balance sheets as of June 30, 2025, compared to December 31, 2024 Condensed Consolidated Balance Sheets (As of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | $729,227 | $944,790 | $(215,563) | | Total Liabilities | $644,468 | $765,857 | $(121,389) | | Total Stockholders' Equity | $82,182 | $170,945 | $(88,763) | | Cash and cash equivalents | $85,732 | $137,090 | $(51,358) | | Radio Broadcasting Licenses, Net | $128,705 | $257,759 | $(129,054) | Condensed Consolidated Statements of Changes in Stockholders' Equity This section presents the unaudited condensed consolidated statements of changes in stockholders' equity for the six months ended June 30, 2025 Changes in Stockholders' Equity (Six Months Ended June 30, 2025) | Metric | Amount (in thousands) | | :--- | :--- | | Balance, as of December 31, 2024 | $170,945 | | Net loss attributable to Urban One | $(89,644) | | Stock-based compensation expense | $978 | | Repurchase of Class A common stock | $(1,035) | | Repurchase of Class D common stock | $(383) | | Total Stockholders' Equity, as of June 30, 2025 | $82,182 | Condensed Consolidated Statements of Cash Flows This section presents the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2025 and 2024 Condensed Consolidated Statements of Cash Flows (Six Months Ended June 30) | Activity | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net cash flows provided by operating activities | $8,290 | $3,685 | $4,605 | | Net cash flows used in investing activities | $(4,215) | $(319) | $(3,896) | | Net cash flows used in financing activities | $(55,432) | $(104,564) | $49,132 | | Net Decrease in Cash, Cash Equivalents and Restricted Cash | $(51,357) | $(101,198) | $49,841 | Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the unaudited condensed consolidated financial statements, covering organization, accounting policies, revenue, earnings per share, fair value, content assets, related party transactions, goodwill, long-term debt, income taxes, stockholders' equity, segment information, commitments, and subsequent events Note 1. Organization This note describes Urban One's business, target market, operational segments, and media platforms - Urban One is an urban-oriented, multi-media company primarily targeting African-American and urban consumers[32] - The company operates 74 broadcast stations in 13 major African-American markets, two cable television networks (TV One and CLEO TV), syndicated programming (Reach Media), and digital platforms (Interactive One, iONE Digital)[32] - The company's operations are divided into four reportable segments: Radio Broadcasting, Reach Media, Digital, and Cable Television[34] Note 2. Summary of Significant Accounting Policies This note outlines the significant accounting policies, including GAAP conformity, changes in useful lives of intangible assets, and seasonal fluctuations - The unaudited condensed consolidated financial statements are prepared in conformity with GAAP and SEC rules for interim financial information[35] - Effective June 1, 2025, the useful life of radio broadcasting licenses changed from indefinite to finite (9 to 18 years) due to industry and macroeconomic conditions, resulting in accelerated amortization[47] - Effective January 1, 2025, the useful life of the TV One Trade Name changed from indefinite to finite (20 years) due to industry and macroeconomic conditions, resulting in accelerated amortization[49] - The company's results are subject to seasonal fluctuations, with revenues typically lowest in the first calendar quarter and higher in even years due to political activity[38] Note 3. Net Revenue This note details the company's net revenue by segment for the three and six months ended June 30, 2025 and 2024, including reclassification impacts Net Revenue by Segment (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $36,693 | $41,999 | (12.6%) | | Reach Media | $5,315 | $18,929 | (71.9%) | | Digital | $10,254 | $14,072 | (27.2%) | | Cable Television | $40,070 | $43,312 | (7.5%) | | Consolidated Net Revenue | $91,631 | $117,744 | (22.2%) | Net Revenue by Segment (Six Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $69,303 | $78,350 | (11.6%) | | Reach Media | $11,168 | $27,401 | (59.2%) | | Digital | $20,466 | $26,260 | (22.1%) | | Cable Television | $84,263 | $91,317 | (7.7%) | | Consolidated Net Revenue | $183,866 | $222,154 | (17.2%) | - Effective January 1, 2025, a portion of CTV offering revenues was reclassified from the Digital segment to the Cable Television segment[57] Note 4. Earnings Per Share This note provides details on basic and diluted earnings per share, including the impact of anti-dilutive securities Net Loss Per Share (Three Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Basic EPS | $(1.74) | $(0.94) | | Diluted EPS | $(1.74) | $(0.94) | Net Loss Per Share (Six Months Ended June 30) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Basic EPS | $(2.00) | $(0.78) | | Diluted EPS | $(2.00) | $(0.78) | - Approximately 6.1 million and 6.0 million potentially dilutive securities for the three and six months ended June 30, 2025, respectively, were excluded from diluted EPS computation as they were anti-dilutive[65] Note 5. Fair Value Measurements This note details the fair value measurements of financial instruments, including employment agreement awards, redeemable non-controlling interests, and cash equivalents Fair Value Measurements (As of June 30, 2025 vs. December 31, 2024) | Item | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Employment Agreement Award (Level 3 Liability) | $11,738 | $10,426 | | Redeemable non-controlling interests (Level 3 Mezzanine Equity) | $2,577 | $7,988 | | Cash equivalents - money market funds (Level 1 Asset) | $56,980 | $102,258 | - The Employment Agreement Award's fair value is measured using discounted cash flow and market approaches, with key inputs including discount rate (11.5%), operating profit margin (20.0%-38.1%), and revenue growth rate ((7.8)%-(2.0)%)[68][71] - Redeemable non-controlling interests are valued using a discounted cash flow methodology, with a discount rate of 15.5% and operating profit margin range of 6.8%-21.7% as of June 30, 2025[71] Note 6. Content Assets This note provides a breakdown of content assets, net, and total content amortization for the periods presented Content Assets, Net (As of June 30, 2025 vs. December 31, 2024) | Category | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Licensed Content, net | $22,748 | $25,389 | | Produced Content, net (Completed) | $89,715 | $86,367 | | Content assets, net | $120,941 | $123,729 | | Less: current portion | $(37,308) | $(36,861) | | Noncurrent portion | $83,633 | $86,868 | Total Content Amortization (Six Months Ended June 30) | Category | 2025 (in thousands) | 2024 (in thousands) | | :--- | :--- | :--- | | Content amortization - acquired | $6,891 | $6,698 | | Content amortization - produced | $12,592 | $15,845 | | Total content amortization | $19,483 | $22,543 | Note 7. Related Party Transactions This note describes transactions with related parties, including the Fantastic Voyage® event and the CEO's board membership at BMI - Reach Media operates the Fantastic Voyage® fundraising event for the Tom Joyner Foundation, bearing the risk of loss and credit risk[74] - The Foundation owed Reach Media approximately $1.0 million as of December 31, 2024, under the Fantastic Voyage® agreement[75] - 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 cash proceeds of approximately $0.8 million for the Company[77] Note 8. Goodwill and Other Intangible Assets This note provides goodwill carrying values by segment and details impairment losses and changes in useful lives for intangible assets Goodwill Carrying Values by Segment (As of June 30, 2025 vs. December 31, 2024) | Segment | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | Radio Broadcasting | $26,121 | $29,979 | | Reach Media | $14,354 | $14,354 | | Digital | $1,676 | $7,222 | | Cable Television | $145,525 | $144,870 | | Total Net Goodwill | $187,676 | $196,425 | - Impairment losses of approximately $4.9 million for Digital and $3.9 million for Radio Broadcasting goodwill were recorded during the three months ended June 30, 2025[78] - An impairment loss of approximately $121.3 million was recognized for radio broadcasting licenses during the three months ended June 30, 2025, and $127.8 million for the six months ended June 30, 2025[82] - Radio broadcasting licenses (carrying value $129.9 million) are now amortized over 9 to 18 years, and the TV One Trade Name (carrying value $26.6 million) over 20 years, effective June 1, 2025, and January 1, 2025, respectively[84][87] Note 9. Long-Term Debt This note details the company's long-term debt, including 2028 Notes, repurchases, and the ABL facility, along with future principal payments Long-Term Debt (As of June 30, 2025 vs. December 31, 2024) | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :--- | :--- | :--- | | 2028 Notes (Total Debt) | $492,336 | $584,575 | | Less: issuance discount and issuance costs | $(3,940) | $(5,506) | | Long-term debt, net | $488,396 | $579,069 | - The company repurchased $64.0 million of its 2028 Notes at 51.8% of par during Q2 2025, resulting in a $30.3 million gain on retirement of debt[96][160][174] - For the six months, $92.2 million was repurchased at 53.7% of par, yielding a $41.9 million gain[96][160][174] - The Current ABL Facility provides up to $50.0 million in revolving loan borrowings, with no outstanding balance as of June 30, 2025[98] Future Minimum Principal Payments of Debt (As of June 30, 2025) | Year | 2028 Notes (in thousands) | | :--- | :--- | | July-December 2025 | $— | | 2026 | $— | | 2027 | $— | | 2028 | $492,336 | | 2029 | $— | | Total debt | $492,336 | Note 10. Income Taxes This note discusses the company's income tax benefit, effective tax rate, and valuation allowance for deferred tax assets - For the six months ended June 30, 2025, the company recorded a benefit from income taxes of approximately $5.7 million on a pre-tax loss of $95.4 million, resulting in an effective tax rate of 6.0%[105] - The effective tax rate includes approximately $14.6 million of discrete tax expense related to valuation allowance for net operating losses and $6.6 million related to the change in accounting estimate for radio broadcasting licenses[105] - The company maintains a valuation allowance on its net deferred tax assets, particularly for net operating losses and disallowed interest expense[106] Note 11. Stockholders' Equity This note covers stockholders' equity, including the approval of a reverse stock split and details of stock repurchases - Stockholders approved a reverse stock split for Class A and Class D common stock, with the ratio (one-for-two to one-for-30) and timing to be determined by the Board's Audit Committee[109][135] Stock Repurchases Under 2024 Stock Repurchase Program (Six Months Ended June 30, 2025) | Class | Shares Repurchased | Average Price Paid Per Share | Total Cost (in thousands) | | :--- | :--- | :--- | :--- | | Class A Common Stock | 675,293 | $1.53 | $1,035 | | Class D Common Stock | 405,195 | $0.70 | $285 | | Remaining Authorization | | | $12,200 | Note 12. Segment Information This note provides financial information by reportable segment, including net revenue and Adjusted EBITDA, and discusses segment reclassification - Urban One operates four reportable segments: Radio Broadcasting, Reach Media, Digital, and Cable Television[113][114][115] - Effective January 1, 2025, the CTV offering was reclassified from the Digital segment to the Cable Television segment[116] - Segment performance is evaluated based on net revenue and Adjusted EBITDA[120] Segment Adjusted EBITDA (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $6,938 | $9,495 | (26.9%) | | Reach Media | $(1,651) | $3,457 | *NM | | Digital | $(146) | $2,714 | *NM | | Cable Television | $18,056 | $16,022 | 12.7% | | Total Segment Adjusted EBITDA | $23,197 | $31,688 | (26.8%) | Segment Adjusted EBITDA (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $9,786 | $15,129 | (35.3%) | | Reach Media | $(2,202) | $5,287 | *NM | | Digital | $(88) | $5,061 | *NM | | Cable Television | $36,648 | $35,323 | 3.7% | | Total Segment Adjusted EBITDA | $44,144 | $60,800 | (27.4%) | Note 13. Commitments and Contingencies This note outlines the company's commitments and contingencies, including license renewals, music royalty negotiations, and a cybersecurity incident - Radio broadcasting licenses expire between October 2027 and August 2030, with renewal applications subject to third-party challenges[124] - Ongoing negotiations with performing rights organizations (ASCAP, BMI, SESAC) could lead to increased music license fees[125][126][127] - Reach Media's non-controlling interest shareholders exercised their annual Put Right for approximately $3.2 million on February 14, 2025, increasing Urban One's interest to 94.6%[128] - The company is investigating a cybersecurity incident from February 2025 but does not expect a material impact on its business, operations, or financial results[132] Note 14. Subsequent Events This note reports on events occurring after the reporting period, including stock repurchases and a NASDAQ compliance extension - From July 1, 2025, through the filing date, the company repurchased 145,269 shares of Class A common stock for $0.3 million and 307,690 shares of Class D common stock for $0.2 million[133] - NASDAQ granted an extension until February 9, 2026, for the company to regain compliance with the $1.00 minimum bid price requirement for its Class D common stock, with a reverse stock split being a potential measure[134][136] 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, condition, and operational results for the three and six months ended June 30, 2025, compared to the prior year. It details revenue and expense drivers, non-GAAP financial measures, liquidity, capital resources, and critical accounting estimates Introduction This introduction outlines the primary revenue sources, expense categories, and seasonal factors affecting the company's financial results - Core radio business revenue is primarily derived from the sale of advertising time and program sponsorships, influenced by advertising rates, audience share, market competition, and demand[138] - Net revenue is gross revenue, net of local and national agency and outside sales representative commissions[140] - Significant expenses include employee salaries and commissions, programming, marketing, rental of premises, music license royalty fees, and content amortization[147] - The company's results are subject to seasonal fluctuations, with revenues generally lowest in the first calendar quarter and higher in even years due to political activity[38] Results of Operations This section analyzes the company's consolidated net revenue, net loss, and key drivers for changes in financial performance for the three and six months ended June 30, 2025 and 2024 Consolidated Net Revenue and Net Loss (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $91,631 | $117,744 | (22.2%) | | Net Loss Attributable to Common Stockholders | $(77,902) | $(45,431) | 71.5% | Consolidated Net Revenue and Net Loss (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Net Revenue | $183,866 | $222,154 | (17.2%) | | Net Loss Attributable to Common Stockholders | $(89,644) | $(37,938) | *NM | - Key drivers for revenue decrease include weaker market demand from national advertisers, lower event revenues (Reach Media's Fantastic Voyage cruise timing), decreased national digital sales, and subscriber churn in Cable Television[152][166] - Operating expenses increased due to a $49.3 million increase in impairment of goodwill and intangible assets for the three months ended June 30, 2025, and a $55.8 million increase for the six months ended June 30, 2025[157][171] - Interest expense decreased by $2.7 million (QoQ) and $4.8 million (YoY) due to lower overall debt balances outstanding[159][173] - Gain on retirement of debt was $30.3 million (QoQ) and $41.9 million (YoY) due to repurchases of 2028 Notes at a discount[160][174] Non-GAAP Financial Measures This section presents non-GAAP financial measures, including Broadcast and Digital Operating Income and Adjusted EBITDA, and their reconciliation to GAAP measures - Broadcast and Digital Operating Income decreased by 25.0% to $25.7 million for Q2 2025 and by 26.5% to $48.7 million for H1 2025[182][183] - Adjusted EBITDA decreased by 51.7% to $14.0 million for Q2 2025 and by 47.6% to $26.8 million for H1 2025[185] Broadcast and Digital Operating Income (Three Months Ended June 30) | Segment | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Radio Broadcasting | $6,938 | $10,800 | (35.7%) | | Reach Media | $(900) | $4,300 | *NM | | Digital | $(100) | $2,900 | *NM | | Cable Television | $19,800 | $16,000 | 23.8% | | Total Broadcast and Digital Operating Income | $25,664 | $34,196 | (25.0%) | Adjusted EBITDA (Six Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change (YoY) | | :--- | :--- | :--- | :--- | | Adjusted EBITDA | $26,817 | $51,179 | (47.6%) | | Net Loss to Common Stockholders | $(89,644) | $(37,938) | *NM | Liquidity and Capital Resources This section discusses the company's cash position, available credit, and activities related to debt and stock repurchases - Cash, cash equivalents, and restricted cash decreased to $86.2 million as of June 30, 2025, from $137.6 million at the beginning of the period[187][31] - The Current ABL Facility has $50.0 million in capacity and no outstanding borrowings as of June 30, 2025[187][203] - The company repurchased $92.2 million of its 2028 Notes for $49.5 million cash during the six months ended June 30, 2025[201][212] - The company repurchased $1.7 million of Class A and D Common Stock during the six months ended June 30, 2025, under the 2024 Stock Repurchase Program[212] - Net cash flows provided by operating activities increased to $8.3 million for the six months ended June 30, 2025, from $3.7 million in the prior year, due to increased accounts receivable collection and lower content payments[210] Critical Accounting Policies This section highlights the company's critical accounting policies, noting any significant changes from previous filings - No significant changes in critical accounting policies from the 2024 Form 10-K, except for the change in useful lives of radio broadcasting licenses[214] Critical Accounting Estimates This section discusses critical accounting estimates, focusing on impairment losses for intangible assets and changes in their useful lives - Impairment loss of approximately $127.8 million was recognized for radio broadcasting licenses during the six months ended June 30, 2025, due to declining market revenues and operating profit margins[218] - Radio broadcasting licenses' useful life changed from indefinite to finite (9-18 years) effective June 1, 2025, resulting in $1.3 million amortization expense for the six months ended June 30, 2025[224] - TV One Trade Name's useful life changed from indefinite to finite (20 years) effective January 1, 2025, resulting in $1.3 million amortization expense for the six months ended June 30, 2025[226] - Goodwill impairment losses of approximately $3.9 million for Radio Broadcasting and $4.9 million for Digital (iOne reporting unit) were recorded during the three months ended June 30, 2025, due to revenue and operating profit margin declines[228][229][235] Recent Accounting Pronouncements This section outlines recent accounting pronouncements and the company's ongoing evaluation of their potential impact on financial statements - The company is evaluating the impact of ASU No. 2023-09 (Income Tax Disclosures), ASU No. 2024-03 (Disaggregation of Income Statement Expenses), and ASU No. 2025-03 (Business Combinations and Consolidation) on its financial statements[54][55][56] Capital and Commercial Commitments This section details the company's capital and commercial commitments, including debt obligations, license expirations, and ongoing contractual agreements - Radio broadcasting licenses expire between October 2027 and August 2030[240] - Approximately $492.3 million of 2028 Notes were outstanding as of June 30, 2025[241] - Ongoing royalty agreement negotiations with PROs (ASCAP, BMI, SESAC) could lead to increased music license fees[242][243][244] - Reach Media's non-controlling interest shareholders exercised their annual Put Right for $3.2 million on February 14, 2025, increasing Urban One's interest to 94.6%[247] Scheduled Contractual Obligations (As of June 30, 2025) | Contractual Obligations | Remainder of 2025 (in thousands) | 2026 (in thousands) | 2027 (in thousands) | 2028 (in thousands) | 2029 (in thousands) | 2030 and Beyond (in thousands) | Total (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | 2028 Notes | $18,155 | $36,310 | $36,310 | $510,491 | $— | $— | $601,266 | | Other operating contracts/agreements | $34,110 | $20,912 | $8,598 | $3,983 | $2,602 | $54 | $70,259 | | Operating lease obligations | $3,927 | $8,993 | $7,278 | $6,998 | $6,987 | $26,182 | $60,365 | | Total | $56,192 | $66,215 | $52,186 | $521,472 | $9,589 | $26,236 | $731,890 | Item 3. Quantitative and Qualitative Disclosures About Market Risk This item states that quantitative and qualitative disclosures about market risk are not required for smaller reporting companies - Quantitative and qualitative disclosures about market risk are not required for smaller reporting companies[251] Item 4. Controls and Procedures Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to identified material weaknesses in internal control over financial reporting, specifically in control environment, information and communication, monitoring, and IT general controls. Despite these weaknesses, management believes the financial statements are fairly presented after additional procedures - The CEO and CFO concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses[253] - Material weaknesses were identified in: (1) Control Environment, Information and Communication, and Monitoring; (2) Control Activities and Information and Communication (financial statement close process, management review controls); and (3) IT General Control Activities (user access, program change management, IT operations)[255][257] - Despite material weaknesses, management believes the unaudited condensed consolidated financial statements fairly present the financial position, results of operations, and cash flows after performing additional procedures[254] - No changes in internal control over financial reporting occurred during the three months ended June 30, 2025, that materially affected or are reasonably likely to materially affect internal control over financial reporting[258] Part II. Other Information This part covers various other information, including legal proceedings, risk factors, equity security sales, defaults, mine safety, and exhibits Item 1. Legal Proceedings Urban One is involved in routine legal and administrative proceedings incidental to its ordinary course of business, but management believes the resolution of these matters will not have a material adverse effect on the company's financial position or results of operations - Urban One is involved in various routine legal and administrative proceedings, but management does not expect a material adverse effect on its financial position or results of operations[260] Item 1A. Risk Factors This item refers to the risk factors described in the company's 2024 Form 10-K, stating that there have been no changes to these risk factors since the last filing - No changes to risk factors from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[261] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's purchases of its ordinary shares during the three months ended June 30, 2025, under its publicly announced repurchase programs, specifically for Class A and Class D common stock Purchases of Equity Securities (Three Months Ended June 30, 2025) | Class | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or approved Dollar Value) of Shares (or Units) that May Yet be Purchased Under the plans or Programs (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Class A | 226,041 | $1.63 | 226,041 | $12,265 | | Class D | 200,549 | $0.59 | 200,549 | $12,265 | Item 3. Defaults Upon Senior Securities This item states that there were no defaults upon senior securities - No defaults upon senior securities were reported[263] Item 4. Mine Safety Disclosures This item states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable[264] Item 5. Other Information This item 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 June 30, 2025 - No directors or officers adopted or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during Q2 2025[265] 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 - Exhibits include certifications from the CEO and CFO (Sarbanes-Oxley Act Sections 302 and 906) and financial information in Inline XBRL format[266] Signature This section provides the signature details for the Form 10-Q filing - The report was signed by Peter D. Thompson, Executive Vice President and Chief Financial Officer, on August 13, 2025[270]