Exhibit 99.1 For immediate release August 13, 2025 Star Equity Holdings, Inc. Announces 2025 Second Quarter Financial Results Q2 2025 revenues increased ~76% to $23.7 million and gross profit increased ~182% to $6.3 million Generated Adjusted EBITDA of $7.0 million Quarter-end Building Solutions backlog stands at $25.7 million Old Greenwich, CT. - Star Equity Holdings, Inc. (Nasdaq: STRR; STRRP) ("Star" or the "Company"), a diversified holding company, reported today its financial results for the second qua ...

[Business & Strategic Highlights](index=1&type=section&id=Business%20%26%20Strategic%20Highlights) BIO-key's Q2 2025 revenue grew 49% YoY, driven by broad segment growth and a new CyberDefense Initiative targeting defense markets - **Q2 revenue** improved both sequentially and year-over-year, with a strategic focus on BIO-key branded solutions in Europe, the Middle East, Africa (EMEA), and domestic markets[2](index=2&type=chunk) - Launched the **"BIO-key CyberDefense Initiative"** to target the global defense market, leveraging a significant increase in European defense spending commitments, and assembling a specialized team to engage with prime defense contractors[3](index=3&type=chunk)[4](index=4&type=chunk) - A follow-on order exceeding **$600K** from a foreign Defense Ministry[5](index=5&type=chunk) - First major IAM deployment with a national bank in Mozambique[5](index=5&type=chunk) - New partnerships to expand into the Middle East, Spain, and Portugal[5](index=5&type=chunk) - Completed initial phase of biometric deployment for a new international defense agency[5](index=5&type=chunk) - The company is advancing a significant platform modernization for **PortalGuard IDaaS**, with a targeted release in **Q4 2025**, marking the first major upgrade since 2018[7](index=7&type=chunk) [Financial Performance Analysis](index=2&type=section&id=Financial%20Performance%20Analysis) BIO-key's Q2 2025 revenue grew 49% to **$1.7 million**, with improved net loss and strengthened balance sheet [Q2 2025 Financial Results](index=2&type=section&id=Q2%202025%20Financial%20Results) | Metric | Q2 2025 ($) | Q2 2024 ($) | Change | | :--- | :--- | :--- | :--- | | **Total Revenue** | **1,696,907** | **1,141,286** | **+49%** | | Gross Profit | 1,232,727 | 879,014 | +40% | | Gross Margin | 73% | 77% | -4 p.p. | | Total Operating Expenses | 2,316,577 | 2,533,100 | -8.5% | | Net Loss | (1,167,396) | (1,666,950) | Improved | | EPS (basic & diluted) | (0.20) | (1.00) | Improved | | Revenue Stream | Q2 2025 ($) | Q2 2024 ($) | Change | | :--- | :--- | :--- | :--- | | Software License Fees | 806,087 | 774,225 | +4% | | Services | 321,996 | 283,569 | +14% | | Hardware | 568,824 | 83,492 | +581% | - The decline in gross margin to **73%** from **77%** YoY was primarily due to the significant increase in lower-margin hardware revenues[11](index=11&type=chunk) - Operating expenses decreased by **8.5%** YoY, driven by a **13.5%** reduction in SG&A expenses, while R&D expenses increased by **7.6%** for platform modernization[12](index=12&type=chunk) [Balance Sheet Highlights](index=3&type=section&id=Balance%20Sheet%20Highlights) - As of June 30, 2025, cash and cash equivalents stood at **$2.3 million**, a substantial increase from **$0.4 million** at December 31, 2024[14](index=14&type=chunk) - The company reduced its note payable by **$0.4 million** during Q2'25, leaving a remaining balance of **$0.3 million** on the original **$2.3 million** note[15](index=15&type=chunk) [Financial Statements](index=5&type=section&id=Financial%20Statements) This section presents BIO-key's unaudited condensed consolidated financial statements, including Operations, Balance Sheets, and Cash Flows [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) | | Three Months Ended June 30, | Six Months Ended June 30, | | :--- | :--- | :--- | | | **2025 ($)** | **2024 ($)** | **2025 ($)** | **2024 ($)** | | **Total revenues** | **1,696,907** | **1,141,286** | **3,304,066** | **3,322,489** | | **Gross profit** | **1,232,727** | **879,014** | **2,560,388** | **2,760,574** | | **Operating loss** | **(1,083,850)** | **(1,654,086)** | **(1,724,488)** | **(2,163,020)** | | **Net loss** | **(1,167,396)** | **(1,666,950)** | **(1,903,941)** | **(2,177,236)** | | **Basic and diluted loss per common share** | **(0.20)** | **(1.00)** | **(0.36)** | **(1.33)** | | Weighted average common shares outstanding (shares) | 5,821,133 | 1,663,042 | 5,267,109 | 1,639,183 | [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | | June 30, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | 2,275,344 | 437,604 | | Total current assets | 4,035,230 | 1,886,958 | | **TOTAL ASSETS** | **10,516,551** | **8,615,560** | | **LIABILITIES & EQUITY** | | | | Total current liabilities | 3,531,910 | 4,553,536 | | **TOTAL LIABILITIES** | **3,664,374** | **4,843,529** | | **TOTAL STOCKHOLDERS' EQUITY** | **6,852,177** | **3,772,031** | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | (For the Six Months Ended June 30,) | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,715,324) | (1,123,533) | | Net cash used in investing activities | (6,048) | (1,869) | | Net cash provided in financing activities | 3,493,505 | 1,912,408 | | **Net increase in cash and cash equivalents** | **1,837,741** | **748,951** | | **Cash and cash equivalents, end of period** | **2,275,345** | **1,260,351** | [Other Information](index=3&type=section&id=Other%20Information) This section provides supplementary details, including a corporate overview and the Safe Harbor Statement on forward-looking statements [About BIO-key International, Inc.](index=3&type=section&id=About%20BIO-key%20International%2C%20Inc.) - BIO-key specializes in **biometric-centric**, **multi-factor identity and access management (IAM)** software, offering customers flexible authentication factors including phoneless, tokenless, and passwordless biometric options through its **PortalGuard IAM** solution[17](index=17&type=chunk) [Safe Harbor Statement](index=4&type=section&id=Safe%20Harbor%20Statement) - The report contains **forward-looking statements** that are not guarantees of future performance, subject to risks and uncertainties including a history of losses, ability to raise capital, market acceptance of products, competition, and other factors detailed in SEC filings[18](index=18&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number 001-42206 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 45-2482974 (State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ____________ Commission File Number 001-42206 GIFTIFY, INC. (Exact name of registrant as specified in its charter) Delaware 45-2482974 (State or other ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34099 MASTECH DIGITAL, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 26-2753540 (State or other jurisdiction of incorpora ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 PODCASTONE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41795 35-2503373 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 345 North Maple Drive, Suite 295 Beverly Hills, CA 90210 (Address of p ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) [Registrant Information](index=1&type=section&id=Registrant%20Information) Creative Realities, Inc. is a Minnesota corporation, classified as a non-accelerated filer and a smaller reporting company, with **10,518,932** common shares outstanding as of August 12, 2025 - Creative Realities, Inc. is a **non-accelerated filer** and a **smaller reporting company** Common Stock Outstanding | Date | Shares Outstanding | | :------------- | :----------------- | | August 12, 2025 | 10,518,932 | [PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%201.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Creative Realities, Inc.'s unaudited condensed consolidated financial statements for the period ended June 30, 2025, detailing financial position, operations, cash flows, equity, and significant accounting policies [Condensed Consolidated Balance Sheets](index=3&type=section&id=CONDENSED%20CONSOLIDATED%20BALANCE%20SHEETS) As of June 30, 2025, total assets decreased to **$63,653 thousand**, total liabilities decreased to **$34,210 thousand**, and shareholders' equity increased Condensed Consolidated Balance Sheet Key Data (thousands of dollars) | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :------------------------- | :----------------------- | :------------- | | **Assets** | | | | Cash and Cash Equivalents | 569 | 1,037 | | Accounts Receivable, Net | 10,569 | 10,605 | | Inventory, Net | 1,055 | 1,995 | | Total Current Assets | 13,114 | 14,496 | | Goodwill | 26,453 | 26,453 | | Other Intangible Assets, Net | 21,692 | 22,841 | | Total Assets | 63,653 | 65,210 | | **Liabilities and Shareholders' Equity** | | | | Accounts Payable | 6,169 | 6,354 | | Deferred Revenue | 1,856 | 1,137 | | Current Contingent Consideration, at Fair Value | - | 12,815 | | Total Current Liabilities | 13,030 | 26,163 | | Revolving Credit Facility | 16,093 | 13,044 | | Long-Term Debt | 3,409 | - | | Total Liabilities | 34,210 | 39,750 | | Total Shareholders' Equity | 29,443 | 25,460 | - As of June 30, 2025, cash and cash equivalents were **$569 thousand**, a **45.1% decrease** from **$1,037 thousand** on December 31, 2024[8](index=8&type=chunk) - As of June 30, 2025, total liabilities were **$34,210 thousand**, a **13.9% decrease** from **$39,750 thousand** on December 31, 2024[8](index=8&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20OPERATIONS) For the three and six months ended June 30, 2025, sales and gross profit declined, operating loss worsened, but net income for the six-month period turned positive due to a contingent consideration settlement gain Condensed Consolidated Statements of Operations Key Data (thousands of dollars, except per share amounts) | Metric | Q2 2025 | Q2 2024 | Change (QoQ) | YTD 2025 | YTD 2024 | Change (YoY) | | :------------------------- | :------- | :------- | :--------- | :-------- | :-------- | :--------- | | Sales | 13,030 | 13,115 | -0.6% | 22,764 | 25,400 | -10.4% | | Hardware Sales | 7,073 | 5,024 | +40.8% | 10,467 | 9,168 | +14.2% | | Service and Other Sales | 5,957 | 8,091 | -26.4% | 12,297 | 16,232 | -24.3% | | Cost of Sales | 8,013 | 6,327 | +26.6% | 13,294 | 12,848 | +3.5% | | Gross Profit | 5,017 | 6,788 | -26.1% | 9,470 | 12,552 | -24.5% | | Operating (Loss) Income | (1,331) | 592 | -324.8% | (2,053) | 516 | -498.6% | | Gain on Contingent Consideration Settlement | - | - | N/A | (4,775) | - | N/A | | Net (Loss) Income | (1,817) | (615) | -195.4% | 1,551 | (724) | +314.4% | | Basic (Loss) Earnings Per Share | (0.17) | (0.06) | -183.3% | 0.15 | (0.07) | +314.3% | - Q2 2025 sales decreased by **1%** year-over-year, primarily due to a **26% decline** in service and other revenue, despite a **41% increase** in hardware revenue[10](index=10&type=chunk)[119](index=119&type=chunk) - Net income for H1 2025 was **$1,551 thousand**, compared to a net loss of **$724 thousand** in H1 2024, driven by a **$4,775 thousand** contingent consideration settlement gain[10](index=10&type=chunk)[125](index=125&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=5&type=section&id=CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) For the six months ended June 30, 2025, net cash from operating activities significantly decreased, investing outflows slightly reduced, and financing activities shifted to net inflows due to revolving credit line borrowings and contingent consideration settlement Condensed Consolidated Statements of Cash Flows Key Data (thousands of dollars) | Metric | H1 2025 | H1 2024 | | :------------------------- | :----------- | :----------- | | Net Cash from Operating Activities | 773 | 4,206 | | Net Cash from Investing Activities | (1,264) | (1,495) | | Net Cash from Financing Activities | 23 | (1,535) | | Net Increase (Decrease) in Cash and Cash Equivalents | (468) | 1,176 | | Cash and Cash Equivalents, End of Period | 569 | 4,086 | - Net cash from operating activities for H1 2025 was **$773 thousand**, a significant decrease from **$4,206 thousand** in H1 2024, primarily due to contingent liability settlement gains and depreciation and amortization expenses[13](index=13&type=chunk)[142](index=142&type=chunk) - Net cash from financing activities for H1 2025 was a **$23 thousand** inflow, compared to a **$1,535 thousand** outflow in H1 2024, mainly due to **$3,049 thousand** in net revolving credit line borrowings, partially offset by **$3,000 thousand** paid to former Reflect shareholders[13](index=13&type=chunk)[144](index=144&type=chunk) [Consolidated Statements of Shareholders' Equity](index=6&type=section&id=CONSOLIDATED%20STATEMENTS%20OF%20SHAREHOLDERS'%20EQUITY) As of June 30, 2025, total shareholders' equity increased to **$29,443 thousand** from **$25,460 thousand** on December 31, 2024, driven by additional paid-in capital and reduced accumulated deficit from H1 net income Consolidated Statements of Shareholders' Equity Key Data (thousands of dollars, except shares) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :------------- | | Common Stock Amount | 105 | 104 | | Additional Paid-in Capital | 84,641 | 82,210 | | Accumulated Deficit | (55,303) | (56,854) | | Total Shareholders' Equity | 29,443 | 25,460 | - Additional paid-in capital increased by **$2,431 thousand** in H1 2025, including **$1,040 thousand** from warrant issuance and **$1,251 thousand** from stock-based compensation[15](index=15&type=chunk) - As of June 30, 2025, the accumulated deficit decreased to **$55,303 thousand** from **$56,854 thousand** on December 31, 2024, reflecting H1 2025 net income[15](index=15&type=chunk) [Note 1: Nature of Organization and Operations](index=7&type=section&id=NOTE%201:%20NATURE%20OF%20ORGANIZATION%20AND%20OPERATIONS) Creative Realities, Inc., a Minnesota corporation, provides digital marketing technology and solutions across the US and internationally, facing significant going concern doubts due to accumulated deficit and reliance on external financing - The company offers innovative digital marketing technology and solutions, including digital merchandising, omnichannel customer engagement, interactive shopping assistants, and kiosks[18](index=18&type=chunk) - As of June 30, 2025, the company had an accumulated deficit of **$55,303 thousand** and positive working capital of **$84 thousand**, but still faces substantial doubt about its ability to continue as a going concern[21](index=21&type=chunk)[22](index=22&type=chunk) - The company relies on improved cash flow, revenue growth, or external financing to meet working capital needs and maturing debt obligations[21](index=21&type=chunk)[22](index=22&type=chunk) [Note 2: Summary of Significant Accounting Policies](index=8&type=section&id=NOTE%202:%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies for preparing condensed consolidated financial statements, covering GAAP basis, consolidation, recent accounting pronouncements, revenue recognition, and asset valuation - The company's financial statements are prepared in accordance with GAAP and Form 10-Q instructions, consolidating Creative Realities, Inc. and its wholly-owned subsidiaries[24](index=24&type=chunk)[25](index=25&type=chunk) - FASB issued ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Expense Disaggregation), which the company is currently evaluating for financial statement impact[27](index=27&type=chunk)[28](index=28&type=chunk) - The company recognizes revenue using a five-step model under ASC 606, based on contract terms and when customers obtain control of promised goods or services[30](index=30&type=chunk)[33](index=33&type=chunk) Allowance for Credit Losses Activity (thousands of dollars) | Metric | June 30, 2025 | June 30, 2024 | | :------------------- | :------------ | :------------ | | Beginning Balance | 699 | 701 | | Provision Amount | 57 | 130 | | Write-offs | (126) | - | | Ending Balance | 630 | 831 | Inventory Composition (thousands of dollars) | Metric | June 30, 2025 | December 31, 2024 | | :----------- | :------------ | :------------- | | Raw Materials | 667 | 1,465 | | Work-in-Process | 388 | 530 | | Total Inventory | 1,055 | 1,995 | [Note 3: Fair Value Measurement](index=11&type=section&id=NOTE%203:%20FAIR%20VALUE%20MEASUREMENT) The company measures certain financial assets at fair value under ASC 820-10-30 using a three-level hierarchy, with goodwill and identifiable intangible assets valued via discounted cash flow models incorporating unobservable management judgments as Level 3 estimates - Fair value measurements use a three-level hierarchy: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[46](index=46&type=chunk)[47](index=47&type=chunk) - Fair value calculations for identifiable intangible assets and goodwill use discounted cash flow models, with inputs like weighted average cost of capital and future financial performance projections involving management judgment, classified as Level 3 estimates[48](index=48&type=chunk)[49](index=49&type=chunk) [Note 4: Revenue Recognition](index=12&type=section&id=NOTE%204:%20REVENUE%20RECOGNITION) The company recognizes revenue under ASC 606, disaggregating it by major source; hardware sales are recognized upon shipment or customer acceptance, while service revenue is recognized over time or at a point in time based on contract nature and performance obligation completion Revenue Disaggregated by Major Source (thousands of dollars) | Revenue Source | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :----------------- | :------- | :------- | :-------- | :-------- | | Hardware | 7,073 | 5,024 | 10,467 | 9,168 | | Services: | | | | | | Managed Services | 4,484 | 4,847 | 8,731 | 9,621 | | Installation Services | 1,239 | 2,038 | 2,834 | 4,198 | | Other Services | 234 | 1,206 | 732 | 2,413 | | **Total Services** | **5,957**| **8,091**| **12,297**| **16,232**| | **Total Hardware and Services** | **13,030**| **13,115**| **22,764**| **25,400**| - Q2 2025 hardware revenue increased by **40.8%** year-over-year, while service revenue decreased by **26.4%**, primarily due to reduced installation and other service revenue[50](index=50&type=chunk) - Managed services (including SaaS subscription services) revenue decreased by **7%** year-over-year in Q2 2025, mainly due to a single customer insourcing a portion of their hosted environment, reducing software subscription licenses[50](index=50&type=chunk)[119](index=119&type=chunk) [Note 5: Business Combinations](index=14&type=section&id=NOTE%205:%20BUSINESS%20COMBINATIONS) On March 14, 2025, the company settled contingent consideration obligations related to the Reflect merger, paying **$3,000 thousand** cash, issuing **$4,000 thousand** in subordinated promissory notes, and **$1,040 thousand** in warrants to former Reflect shareholders, recognizing a **$4,775 thousand** settlement gain - On March 14, 2025, the company settled contingent consideration obligations from the Reflect merger, terminating and releasing **$12,815 thousand** in contingent consideration liabilities[64](index=64&type=chunk)[65](index=65&type=chunk) - As settlement consideration, the company paid **$3,000 thousand** in cash, issued **$4,000 thousand** in promissory notes, and issued warrants with a fair value of **$1,040 thousand**[64](index=64&type=chunk)[65](index=65&type=chunk) - The company recognized a **$4,775 thousand** gain on the settlement of contingent consideration for the six months ended June 30, 2025[65](index=65&type=chunk) [Note 6: Supplemental Cash Flow Statement Information](index=15&type=section&id=NOTE%206:%20SUPPLEMENTAL%20CASH%20FLOW%20STATEMENT%20INFORMATION) This note provides supplemental non-cash investing and financing activities for the six months ended June 30, 2025 and 2024, along with cash paid for interest, operating leases, and income taxes Supplemental Non-Cash Investing and Financing Activities (thousands of dollars) | Metric | H1 2025 | H1 2024 | | :------------------------------------- | :----------- | :----------- | | Capitalized Software in Accounts Payable | 65 | 65 | | Property and Equipment in Accounts Payable | 24 | - | | Right-of-Use Assets Obtained from New Operating Lease Liabilities | 1,509 | - | | Term Notes Issued as Partial Settlement of Contingent Consideration | 4,000 | - | | Warrants Issued as Partial Settlement of Contingent Consideration | 1,040 | - | Cash Paid During the Period (thousands of dollars) | Metric | H1 2025 | H1 2024 | | :--------- | :----------- | :----------- | | Interest | 748 | 601 | | Operating Leases | 269 | 306 | | Income Taxes, Net | 53 | 44 | [Note 7: Intangible Assets, Including Goodwill](index=15&type=section&id=NOTE%207:%20INTANGIBLE%20ASSETS,%20INCLUDING%20GOODWILL) This note details the company's intangible asset composition, amortization, and goodwill impairment testing methods; as of June 30, 2025, net intangible assets were **$21,692 thousand**, with no goodwill impairment found in Q1 2025 quantitative testing Intangible Asset Composition (thousands of dollars) | Intangible Asset Class | Net Carrying Value June 30, 2025 | Net Carrying Value December 31, 2024 | | :--------------- | :---------------------- | :----------------------- | | Technology Platform | 3,676 | 4,099 | | Purchased and Developed Software | 8,791 | 8,774 | | Customer Relationships | 8,913 | 9,560 | | Trademarks and Trade Names | 312 | 408 | | **Total** | **21,692** | **22,841** | - As of June 30, 2025, goodwill carrying value was **$26,453 thousand**, consistent with December 31, 2024[8](index=8&type=chunk) - In Q1 2025, due to sustained stock price decline and market capitalization below reporting unit carrying value, the company performed a quantitative goodwill impairment test, concluding fair value exceeded carrying value, thus no impairment charge was recorded[73](index=73&type=chunk) [Note 8: Debt](index=16&type=section&id=NOTE%208:%20DEBT) This note details the company's debt, including a revolving credit facility and promissory notes; as of June 30, 2025, net total debt was **$19,901 thousand**, with the credit facility revised and promissory notes issued at **14%** interest as part of a contingent consideration settlement Debt Composition (thousands of dollars) | Debt Instrument | June 30, 2025 | December 31, 2024 | | :----------------- | :------------ | :------------- | | Revolving Credit Facility | 16,093 | 13,044 | | Promissory Notes | 4,000 | - | | **Total Debt (Gross)** | **20,093** | **13,044** | | Less: Deferred Financing Costs | 192 | 243 | | **Total Debt (Net)** | **19,901** | **12,801** | | Less: Current Portion | 591 | - | | **Total Long-Term Debt (Net)** | **19,310** | **12,801** | - The revolving credit facility, executed on May 23, 2024, provides a **$22,100 thousand** secured revolving credit line maturing May 23, 2025, with **$16,093 thousand** outstanding and **$6,007 thousand** available as of June 30, 2025[77](index=77&type=chunk)[81](index=81&type=chunk) - Promissory notes totaling **$4,000 thousand** were issued on March 14, 2025, bearing a fixed annual interest rate of **14.0%**, maturing September 14, 2027, with a final balloon payment of **$2,277 thousand** due at maturity[83](index=83&type=chunk) [Note 9: Commitments and Contingencies](index=18&type=section&id=NOTE%209:%20COMMITMENTS%20AND%20CONTINGENCIES) As of the end of the reporting period, the company was not involved in any material legal proceedings or other significant commitments and contingencies - The company is not involved in any material legal proceedings, only routine litigation incidental to its business[85](index=85&type=chunk) [Note 10: Income Taxes](index=18&type=section&id=NOTE%2010:%20INCOME%20TAXES) The company's deferred tax assets, primarily from federal and state NOLs, are fully offset by a valuation allowance due to IRC Section 382 limitations and historical losses; Q2 2025 reported a **$26 thousand** tax benefit versus a **$25 thousand** tax expense in Q2 2024 - The company has significant NOLs, but their utilization is limited by IRC Section 382, and a full valuation allowance has been recorded against net deferred tax assets[86](index=86&type=chunk) Income Tax Benefit (Expense) (thousands of dollars) | Period | Q2 2025 | Q2 2024 | YTD 2025 | YTD 2024 | | :------------- | :------- | :------- | :-------- | :-------- | | Income Tax Benefit (Expense) | 26 | (25) | (73) | (34) | [Note 11: Warrants](index=18&type=section&id=NOTE%2011:%20WARRANTS) As of June 30, 2025, the company had **5,364,802** warrants classified as equity instruments with a weighted average exercise price of **$4.66**; **777,800** settlement warrants were issued to former Reflect shareholders on March 14, 2025, with an exercise price of **$3.25** per share and a fair value of **$1.34** per share as part of a contingent consideration settlement Warrant Overview | Metric | June 30, 2025 | December 31, 2024 | | :----------------------- | :------------ | :------------- | | Number of Warrants | 5,364,802 | 4,587,002 | | Weighted Average Exercise Price | $4.66 | $4.90 | | Weighted Average Remaining Contractual Term (Years) | 3.06 | 3.11 | - The company issued **777,800** settlement warrants with an exercise price of **$3.25** per share and an issuance date fair value of **$1.34** per share, estimated using the Black-Scholes option pricing model[89](index=89&type=chunk)[151](index=151&type=chunk) [Note 12: Stock-Based Compensation](index=19&type=section&id=NOTE%2012:%20STOCK-BASED%20COMPENSATION) This note summarizes outstanding options under the company's stock-based compensation plans, including time-vesting, performance-

[Form 8-K: Allurion Technologies, Inc. (August 5, 2025)](index=1&type=section&id=Form%208-K%3A%20Allurion%20Technologies%2C%20Inc.%20%28August%205%2C%202025%29) [Item 2.02 Results of Operations and Financial Condition](index=3&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) The company announced preliminary unaudited Q2 2025 financial results, emphasizing they are not finalized and may materially differ from final figures - The company announced select preliminary unaudited financial results for the second quarter ended June 30, 2025[7](index=7&type=chunk) - These financial results have not yet been finalized by management or reviewed by the company's independent auditors, Deloitte & Touche LLP[8](index=8&type=chunk) - The company cautions that subsequent information may lead to material differences from these preliminary results, and investors should not place undue reliance on them[8](index=8&type=chunk) [Item 2.05 Costs Associated with Exit or Disposal Activities](index=3&type=section&id=Item%202.05%20Costs%20Associated%20with%20Exit%20or%20Disposal%20Activities) The company adopted a strategic restructuring plan, reducing its workforce by **65%** and incurring **$1.5 million** in charges, to refocus on key strategic areas - A strategic restructuring plan was adopted by the board of directors on July 23, 2025[9](index=9&type=chunk) - The company is shifting its focus to low-dose GLP-1 combination therapy, muscle mass maintenance, and U.S. market entry[9](index=9&type=chunk) Restructuring Plan Details | Metric | Value | | :--- | :--- | | **Workforce Reduction** | ~70 employees (~65% of workforce) | | **Expected Completion** | End of Q3 2025 | | **Estimated Charges** | ~$1.5 million (severance-related) | [Item 7.01 Regulation FD Disclosure](index=3&type=section&id=Item%207.01%20Regulation%20FD%20Disclosure) A press release detailing the company's new strategic direction was issued, with information furnished, not filed, under the Exchange Act - A press release was issued on August 5, 2025, titled "Allurion Announces New Strategic Direction With Increasing Focus on Low-Dose GLP-1 Combination Therapy, Muscle Mass Maintenance, and US Market Entry"[10](index=10&type=chunk) - The information provided under Items 2.02 and 7.01 (including Exhibit 99.1) is considered "furnished" and not "filed" under the Exchange Act, limiting its legal liability under Section 18[11](index=11&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=3&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section lists the exhibits accompanying the Form 8-K filing, with the press release on strategic direction as the primary exhibit Exhibits Filed | Exhibit | Description | | :--- | :--- | | 99.1 | Press Release issued by Allurion Technologies, Inc. on August 5, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

Exhibit 99.1 Kalaris Reports Second Quarter 2025 Financial Results and Provides Business Updates Continuing to enroll nAMD patients in a Phase 1 trial of TH103, a novel, dif erentiated anti-VEGF agent engineered to potentially provide longer-lasting and increased anti-VEGF activity to treat neovascular and exudative diseases of the retina; initial clinical data is expected in Q4 2025 Cash and cash equivalents of $88.4M as of June 30, 2025, expected to fund operations into Q4 2026 PALO ALTO, Calif., August 1 ...

[Form 10-Q Filing Information](index=1&type=section&id=Form%2010-Q%20Filing%20Information) 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](index=3&type=chunk)[4](index=4&type=chunk) 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](index=3&type=section&id=CERTAIN%20DEFINITIONS) 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](index=11&type=chunk) - 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](index=13&type=chunk)[16](index=16&type=chunk) [Part I. Financial Information](index=6&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) 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](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) 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](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) 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](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(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](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) 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](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) 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](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) 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](index=14&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) 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](index=14&type=section&id=Note%201.%20ORGANIZATION) 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](index=32&type=chunk) - 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](index=32&type=chunk) - The company's operations are divided into four reportable segments: **Radio Broadcasting, Reach Media, Digital, and Cable Television**[34](index=34&type=chunk) [Note 2. Summary of Significant Accounting Policies](index=14&type=section&id=Note%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) 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](index=35&type=chunk) - 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](index=47&type=chunk) - 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](index=49&type=chunk) - 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](index=38&type=chunk) [Note 3. Net Revenue](index=20&type=section&id=Note%203.%20NET%20REVENUE) 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](index=57&type=chunk) [Note 4. Earnings Per Share](index=22&type=section&id=Note%204.%20EARNINGS%20PER%20SHARE) 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](index=65&type=chunk) [Note 5. Fair Value Measurements](index=24&type=section&id=Note%205.%20FAIR%20VALUE%20MEASUREMENTS) 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](index=68&type=chunk)[71](index=71&type=chunk) - 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](index=71&type=chunk) [Note 6. Content Assets](index=27&type=section&id=Note%206.%20CONTENT%20ASSETS) 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](index=27&type=section&id=Note%207.%20RELATED%20PARTY%20TRANSACTIONS) 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](index=74&type=chunk) - The Foundation owed Reach Media approximately **$1.0 million** as of December 31, 2024, under the Fantastic Voyage® agreement[75](index=75&type=chunk) - Urban One's CEO, Alfred C. Liggins, III, was a compensated board member of BMI until its sale on February 8, 2024, which resulted in cash proceeds of approximately **$0.8 million** for the Company[77](index=77&type=chunk) [Note 8. Goodwill and Other Intangible Assets](index=28&type=section&id=Note%208.%20GOODWILL%20AND%20OTHER%20INTANGIBLE%20ASSETS) 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](index=78&type=chunk) - 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](index=82&type=chunk) - 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](index=84&type=chunk)[87](index=87&type=chunk) [Note 9. Long-Term Debt](index=31&type=section&id=Note%209.%20LONG-TERM%20DEBT) 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](index=96&type=chunk)[160](index=160&type=chunk)[174](index=174&type=chunk) - For the six months, **$92.2 million** was repurchased at **53.7% of par**, yielding a **$41.9 million gain**[96](index=96&type=chunk)[160](index=160&type=chunk)[174](index=174&type=chunk) - The Current ABL Facility provides up to **$50.0 million** in revolving loan borrowings, with no outstanding balance as of June 30, 2025[98](index=98&type=chunk) 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](index=34&type=section&id=Note%2010.%20INCOME%20TAXES) 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](index=105&type=chunk) - 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](index=105&type=chunk) - The company maintains a valuation allowance on its net deferred tax assets, particularly for net operating losses and disallowed interest expense[106](index=106&type=chunk) [Note 11. Stockholders' Equity](index=35&type=section&id=Note%2011.%20STOCKHOLDERS%20EQUITY) 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](index=109&type=chunk)[135](index=135&type=chunk) 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](index=36&type=section&id=Note%2012.%20SEGMENT%20INFORMATION) 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](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - Effective January 1, 2025, the CTV offering was reclassified from the Digital segment to the Cable Television segment[116](index=116&type=chunk) - Segment performance is evaluated based on **net revenue and Adjusted EBITDA**[120](index=120&type=chunk) 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](index=39&type=section&id=Note%2013.%20COMMITMENTS%20AND%20CONTINGENCIES) 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](index=124&type=chunk) - Ongoing negotiations with performing rights organizations (ASCAP, BMI, SESAC) could lead to **increased music license fees**[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk) - 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](index=128&type=chunk) - 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](index=132&type=chunk) [Note 14. Subsequent Events](index=41&type=section&id=Note%2014.%20SUBSEQUENT%20EVENTS) 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](index=133&type=chunk) - 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](index=134&type=chunk)[136](index=136&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=42&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) 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](index=42&type=section&id=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](index=138&type=chunk) - Net revenue is gross revenue, net of local and national agency and outside sales representative commissions[140](index=140&type=chunk) - Significant expenses include employee salaries and commissions, programming, marketing, rental of premises, music license royalty fees, and content amortization[147](index=147&type=chunk) - 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](index=38&type=chunk) [Results of Operations](index=45&type=section&id=Results%20of%20Operations) 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](index=152&type=chunk)[166](index=166&type=chunk) - 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](index=157&type=chunk)[171](index=171&type=chunk) - Interest expense decreased by **$2.7 million (QoQ)** and **$4.8 million (YoY)** due to lower overall debt balances outstanding[159](index=159&type=chunk)[173](index=173&type=chunk) - 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](index=160&type=chunk)[174](index=174&type=chunk) [Non-GAAP Financial Measures](index=57&type=section&id=Non-GAAP%20Financial%20Measures) 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](index=182&type=chunk)[183](index=183&type=chunk) - 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](index=185&type=chunk) 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](index=61&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) 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](index=187&type=chunk)[31](index=31&type=chunk) - The Current ABL Facility has **$50.0 million** in capacity and no outstanding borrowings as of June 30, 2025[187](index=187&type=chunk)[203](index=203&type=chunk) - The company repurchased **$92.2 million** of its 2028 Notes for **$49.5 million cash** during the six months ended June 30, 2025[201](index=201&type=chunk)[212](index=212&type=chunk) - 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](index=212&type=chunk) - 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](index=210&type=chunk) [Critical Accounting Policies](index=66&type=section&id=CRITICAL%20ACCOUNTING%20POLICIES) 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](index=214&type=chunk) [Critical Accounting Estimates](index=66&type=section&id=CRITICAL%20ACCOUNTING%20ESTIMATES) 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](index=218&type=chunk) - 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](index=224&type=chunk) - 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](index=226&type=chunk) - 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](index=228&type=chunk)[229](index=229&type=chunk)[235](index=235&type=chunk) [Recent Accounting Pronouncements](index=71&type=section&id=RECENT%20ACCOUNTING%20PRONOUNCEMENTS) 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](index=54&type=chunk)[55](index=55&type=chunk)[56](index=56&type=chunk) [Capital and Commercial Commitments](index=73&type=section&id=CAPITAL%20AND%20COMMERCIAL%20COMMITMENTS) 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](index=240&type=chunk) - Approximately **$492.3 million** of 2028 Notes were outstanding as of June 30, 2025[241](index=241&type=chunk) - Ongoing royalty agreement negotiations with PROs (ASCAP, BMI, SESAC) could lead to **increased music license fees**[242](index=242&type=chunk)[243](index=243&type=chunk)[244](index=244&type=chunk) - 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](index=247&type=chunk) 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](index=74&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) 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](index=251&type=chunk) [Item 4. Controls and Procedures](index=75&type=section&id=Item%204.%20Controls%20and%20Procedures) 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](index=253&type=chunk) - 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](index=255&type=chunk)[257](index=257&type=chunk) - 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](index=254&type=chunk) - 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](index=258&type=chunk) [Part II. Other Information](index=78&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part covers various other information, including legal proceedings, risk factors, equity security sales, defaults, mine safety, and exhibits [Item 1. Legal Proceedings](index=78&type=section&id=Item%201.%20Legal%20Proceedings) 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](index=260&type=chunk) [Item 1A. Risk Factors](index=78&type=section&id=Item%201A.%20Risk%20Factors) 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](index=261&type=chunk) [Item 2. 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) 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](index=78&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item states that there were no defaults upon senior securities - No defaults upon senior securities were reported[263](index=263&type=chunk) [Item 4. Mine Safety Disclosures](index=78&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item states that mine safety disclosures are not applicable to the company - Mine safety disclosures are **not applicable**[264](index=264&type=chunk) [Item 5. Other Information](index=79&type=section&id=Item%205.%20Other%20Information) 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](index=265&type=chunk) [Item 6. Exhibits](index=79&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications from the CEO and CFO, and financial information formatted in Inline XBRL - Exhibits include certifications from the CEO and CFO (Sarbanes-Oxley Act Sections 302 and 906) and financial information in Inline XBRL format[266](index=266&type=chunk) [Signature](index=80&type=section&id=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](index=270&type=chunk)