Core Viewpoint - Urban One, Inc. has announced a reverse stock split of its common stock at a ratio of 10 for 1 to comply with Nasdaq's minimum bid price requirement for its Class D Common Stock [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will take effect at 11:59 p.m. on January 22, 2026, with trading on a split-adjusted basis starting on January 23, 2026 [3]. - Every 10 shares of Class A and Class D Common Stock will be converted into one share of the respective class [4]. - No fractional shares will be issued; instead, stockholders will receive cash equivalent to the closing sales price on the Effective Date for any fractional shares [5]. Group 2: Impact on Shareholders - The reverse stock split will be applied uniformly across all classes of common stock, ensuring that stockholders' percentage of ownership and voting power remains unchanged, aside from minor adjustments due to fractional shares [6]. - The reverse stock split will not affect the company's underlying business operations or total stockholders' equity [6]. Group 3: Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S., owning TV One and operating 74 broadcast stations across major African-American markets [7]. - The company also has a controlling interest in Reach Media, Inc., providing syndicated programming, and owns iOne Digital, a platform serving the African American community through various digital brands [7].

Core Viewpoint - Urban One, Inc. has announced the expiration and final results of its offers to exchange and purchase existing senior secured notes, indicating strong participation from eligible holders and a strategic move to refinance its debt obligations [1][2]. Offer Details - The company offered to exchange its outstanding 7.375% Senior Secured Notes due 2028 for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash [1]. - The tender offer aimed to purchase up to $185 million of the existing notes for up to $111 million in cash [1]. - Additionally, the company provided a subscription offer for up to $60.6 million in newly issued 10.500% First Lien Senior Secured Notes due 2030 [1]. Participation and Results - As of the expiration date, the company received valid tenders representing approximately $476.02 million, or about 97.580% of the existing notes outstanding [2]. - The tender offer was oversubscribed, with $475.52 million tendered by participants, leading to proration of accepted notes [3]. Supporting Noteholders - Prior to the expiration date, eligible holders subscribed to purchase approximately $4.4 million of the new first lien notes, with supporting noteholders expected to backstop the remaining $56.2 million [4]. Consent Solicitation - The company received the requisite consents from eligible holders to adopt proposed amendments to the existing notes indenture, which include eliminating restrictive covenants and modifying default provisions [5]. Conditions and Settlement - The consummation of the offers and consent solicitation is subject to certain conditions, including the performance of supporting noteholders under the transaction support agreement [6][7]. - The settlement date is expected around December 18, 2025 [7]. Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S., owning various media assets including TV One and multiple radio stations [11].

Core Viewpoint - Urban One, Inc. has initiated offers to exchange and purchase its outstanding 7.375% Senior Secured Notes due 2028, with significant participation from Eligible Holders, indicating strong interest in the restructuring of its debt obligations [1][2]. Group 1: Offers Overview - The company announced three main offers: an Exchange Offer for existing notes, a Tender Offer to purchase up to $185 million of existing notes for cash, and a Subscription Offer for newly issued notes [1]. - The Exchange Offer involves exchanging existing notes for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash [1]. - The Subscription Offer allows Eligible Holders to purchase up to $60.6 million in newly issued 10.500% First Lien Senior Secured Notes due 2030 [1]. Group 2: Participation and Tender Results - As of the Early Tender Date, approximately $450 million in existing notes, or about 92.2% of the total outstanding, were tendered by Eligible Holders [2]. - The Tender Offer was oversubscribed, with more existing notes tendered than the $185 million cap, leading to proration for accepted notes [3][13]. - Eligible Holders who participated in the Exchange Offer and Tender Offer received specific cash and exchange considerations based on their participation type [9][12]. Group 3: Consent Solicitation and Amendments - The company received the necessary consents from Eligible Holders to adopt proposed amendments to the indenture governing the existing notes, which include eliminating restrictive covenants and modifying default provisions [5]. - The proposed amendments will take effect only upon the successful completion of the Exchange Offer and Tender Offer [6]. Group 4: Key Dates and Conditions - The Offers and Consent Solicitation will expire on December 15, 2025, unless extended or terminated earlier [8]. - Eligible Holders must tender all existing notes they hold to participate in the Offers, and partial tenders will not be accepted [8]. - The consummation of the Offers is subject to certain conditions, including the performance of obligations by Supporting Noteholders [15].

Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the United States [4] - The company owns TV One, LLC, which serves over 35 million households with a variety of original programming, classic series, and movies [4] - As of September 30, 2025, Urban One operates 74 independently formatted broadcast stations, including 57 FM or AM stations and 15 HD stations across 13 urban markets [4] - Urban One also has a controlling interest in Reach Media, Inc., which operates syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [4] - The company owns iOne Digital, a digital platform serving the African American community through various content and entertainment websites [4] Upcoming Events - Urban One will hold a conference call on November 4, 2025, at 10:00 a.m. EST to discuss its third fiscal quarter results [1] - U.S. callers can participate by dialing +1-888-596-4144, while international callers can dial +1-646-968-2525 with the Access Code 7822067 [1] - A replay of the conference call will be available from November 4, 2025, at 2:00 p.m. EST until November 14, 2025, at 11:59 p.m. EST [2]

Financial Data and Key Metrics Changes - Consolidated net revenue for the quarter was approximately $91.6 million, down 22.2% year over year [8] - Net loss was approximately $77.9 million or $1.74 per share, compared to a net loss of $45.4 million or $0.94 per share for the previous year [18] - Consolidated adjusted EBITDA was $14 million for the second quarter, down 51.7% [15] Business Line Data and Key Metrics Changes - Radio Broadcast segment net revenue was $36.7 million, a decrease of 12.6% year on year [8] - Reach Media segment net revenue was $5.3 million, down 71.9% from the prior year [10] - Digital segment revenues were down 27.1% at $10.3 million, impacted by the loss of an exclusive third-party audio streaming deal [11] - Cable Television segment revenue was approximately $40.1 million, a decrease of 7.5% [12] Market Data and Key Metrics Changes - Local advertising sales were down 5.6% against a market that was down 11% [9] - National ad sales were down 23.6% against a market that was down 13.1% [9] - Cable subscribers for TV One decreased to 34.3 million from 35.6 million at the end of Q1 [12] Company Strategy and Development Direction - The company revised its full-year guidance down from $75 million to $60 million due to headwinds [6] - Management is focused on cost cuts and rightsizing, with plans to implement changes by the end of Q3 [6][7] - The company is prioritizing debt reduction and expense management, with a focus on maintaining cash flow [27] Management's Comments on Operating Environment and Future Outlook - Management acknowledged a tough quarter but noted that the TV business is performing better than originally budgeted [5][6] - The company is experiencing significant headwinds in radio and digital businesses, particularly in national advertising [7][40] - Management indicated that the decline in revenue is partly due to the pullback in DEI dollars and the impact of AI on marketing strategies [40][43] Other Important Information - The company repurchased $64 million of its 2028 notes, reducing overall debt balances [17] - Total gross debt was approximately $492.3 million, with unrestricted cash of $85.7 million, resulting in a net leverage ratio of 5.14x [18] Q&A Session Summary Question: Are the improved EBITDA margins in the cable TV segment due to cost-cutting initiatives? - Management indicated that the margin improvement is primarily a timing issue rather than a direct result of cost cuts [20][21] Question: What should be expected from the second round of cost cuts? - Management stated that the impact of the second round of cost cuts will likely be seen in 2026, and they are still in the process of determining the specifics [22][23] Question: How is the company approaching debt buybacks given the recent bond price increases? - Management confirmed that their focus remains on debt reduction and expense management, with no immediate plans for further debt buybacks [26][27] Question: Will the reduction in sales and marketing expenses be the new normal? - Management noted that while there is a timing difference affecting expenses, they are tightening their belts and do not expect a major rebound in those costs [34][35] Question: What is the status of the company's available credit line? - Management confirmed that the credit line is fully available and they are in compliance with the maintenance covenant [44][45]

Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the United States [4] - The company owns TV One, LLC, which serves over 35 million households with a variety of original programming, classic series, and movies [4] - As of June 30, 2025, Urban One operates 72 independently formatted broadcast stations, including 57 FM or AM stations, 13 HD stations, and 2 low power television stations across 13 urban markets [4] - Urban One also has a controlling interest in Reach Media, Inc., which operates syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [4] - The company owns iOne Digital, a digital platform serving the African American community through various social content, news, and entertainment websites [4] Upcoming Events - Urban One will hold a conference call on August 19, 2025, at 10:00 a.m. EDT to discuss its second fiscal quarter results [1] - U.S. callers can participate by dialing +1-888-596-4144, while international callers can dial +1-646-968-2525, using Access Code 3660282 [1] - A replay of the conference call will be available from August 19, 2025, at 2:00 p.m. EDT until August 26, 2025, at 11:59 p.m. EDT [2]

Financial Data and Key Metrics Changes - Consolidated net revenue was approximately $92.2 million, down 11.7% year over year [10] - Adjusted EBITDA was approximately $12.9 million, down 42.2% [15] - Net loss was approximately $11.7 million or $0.26 per share, compared to net income of $7.5 million or $0.15 per share for the same quarter last year [17] Business Line Data and Key Metrics Changes - Radio Broadcasting segment net revenue was $32.6 million, a decrease of 10.3% year over year [10] - Media segment net revenue was $5.9 million, down 30.9% from the prior year, with an adjusted EBITDA loss of $600,000 [12] - Cable Television segment revenue was $44.2 million, a decrease of 7.9%, with advertising revenue down 6.3% [13] Market Data and Key Metrics Changes - Local ad sales were down 12.8% against markets that were down 13.2% [10] - National ad sales were down 14.6% against markets being down 11.6% [10] - Cable subscribers for TV One decreased to 35.6 million from 37.2 million at the end of Q4 [13] Company Strategy and Development Direction - The company is focused on cost controls, managing leverage, and maintaining a strong liquidity position [6][8] - Plans to invest in new distribution opportunities in the FAST and AVOD environment rather than just increasing content spending [81] - The company aims to improve local digital efforts, which currently contribute low single digits to revenue compared to competitors [58] Management's Comments on Operating Environment and Future Outlook - Management indicated that radio pacing has weakened, down about 9% [5] - The expectation is that the majority of EBITDA will come in the second half of 2025, with Q2 expected to be similarly weak as Q1 [28][31] - Management does not foresee a positive rebound in advertising this year due to ongoing uncertainties [45] Other Important Information - The company repurchased $28.2 million of its 2028 notes at an average price of 58% of par [16] - Total gross debt was approximately $556.3 million, with unrestricted cash of $115.1 million, resulting in a net debt of approximately $441.3 million [18] Q&A Session Summary Question: What other levers can be pulled to control costs? - Management mentioned ongoing cost-cutting measures and plans to identify further opportunities by mid-year [23][24] Question: Is the majority of EBITDA expected in the second half of 2025? - Yes, more than half is expected to come in the second half of the year [28][29] Question: Should further debt repurchases be expected? - Management indicated a deliberate and opportunistic approach to debt repurchases, suggesting that they will continue as conditions allow [32][34] Question: How is the local SMB advertising environment compared to national? - Local advertising is down low single digits, which is better than national advertising, which is experiencing more significant declines [51][53] Question: Can you break out cable TV revenue between carriage fees and advertising? - Management confirmed that this information is available in the press release [65] Question: What is the renewal schedule with large cable and MVPDs? - Charter, Verizon, and NCTC contracts are up this year, with Comcast and AT&T renewals next year [68][70] Question: How are TV One ratings performing? - Ratings have stabilized and are exceeding budgeted numbers year to date [73] Question: Is programming spend steady or growing? - Programming spend is down about 10%, with no major plans to increase it significantly [75][79]

Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the United States [4] - The company owns TV One, LLC, which serves over 37 million households with a variety of original programming, classic series, and movies [4] - As of March 31, 2025, Urban One operates 72 independently formatted broadcast stations, including 57 FM or AM stations, 13 HD stations, and 2 low power television stations [4] - Urban One also has a controlling interest in Reach Media, Inc., which operates syndicated programming such as the Rickey Smiley Morning Show and the DL Hughley Show [4] - The company owns iOne Digital, a digital platform serving the African American community through various websites and brands [4] Upcoming Events - Urban One will hold a conference call on May 13, 2025, at 10:00 a.m. EDT to discuss its results for the first fiscal quarter of 2025 [1] - A replay of the conference call will be available from May 13, 2025, at 2:00 p.m. EDT until May 20, 2025, at 11:59 p.m. EDT [2]

Financial Data and Key Metrics Changes - The company reported adjusted EBITDA of $103.5 million for Q4 2024, which was in the middle of its guidance range [6][10] - Consolidated net revenues decreased by 2.7% year-over-year to approximately $117.1 million [12] - The net loss for Q4 was approximately $35.7 million, or $0.78 per share, compared to a net loss of $11 million, or $0.23 per share, for the same quarter in 2023 [25] Business Line Data and Key Metrics Changes - Radio Broadcast segment net revenue was $47.7 million, an increase of 14.5% year-over-year, but down 5.1% when excluding political advertising [12][13] - Reach Media segment net revenue was $9.6 million, down 10.7% from the prior year [14] - Digital segment net revenue decreased by 3.1% to $20.5 million, with political advertising contributing $2.4 million [15] - Cable Television segment revenue was approximately $39.8 million, a decrease of 15.9%, with advertising revenue down 21.4% [16][17] Market Data and Key Metrics Changes - Local ad sales were up 0.1% against a market decline of 5.2%, while national ad sales increased by 35.4% against a market increase of 28.4% [13] - Cable subscribers for TV One decreased to 37.2 million from 39.1 million at the end of Q3 [19] Company Strategy and Development Direction - The company is focusing on cost containment and debt reduction, with a guidance of $75 million for adjusted EBITDA in 2025, down from $103.5 million in 2024 [10][11] - Management indicated a strong liquidity position with approximately $137 million in cash on hand [9] - The company is exploring M&A opportunities while prioritizing debt reduction [59] Management's Comments on Operating Environment and Future Outlook - Management noted broad softness in advertising demand, particularly in the radio business, with negative pacing across local, national, and network radio [36] - There is optimism for improvement in radio business pacing, which is expected to stabilize in Q2 [8][40] - Management expressed belief in further consolidation within the radio sector due to deregulation [45][46] Other Important Information - The company recorded $24.2 million in noncash impairment charges in Q4, primarily related to the TV One brand name and goodwill [24] - The company repurchased $15.4 million of its 2028 notes during the quarter, reducing the balance to approximately $584.6 million [23][27] - An incident involving unauthorized access to the company's IT systems was reported, but it has not materially impacted operations [27][28] Q&A Session Summary Question: Clarification on Q1 radio pacing - Management confirmed that Q1 radio pacing down 13.6% aligns with a 5.1% decline in Q4 when excluding political advertising [31][34] Question: Insights on weakness in Q4 and improvement in Q2 - Management indicated broad softness in advertising demand and noted improvements in local markets, particularly in Ohio [36][38] Question: Opportunities from deregulation in broadcasting - Management believes further consolidation in the radio sector is likely and that they are in a strong position to capitalize on opportunities [45][46] Question: Capital allocation plans for fiscal '25 - The company plans to allocate 95% of capital to debt reduction, with a small plan for stock repurchases [56][59] Question: Update on Digital segment revenue - Management explained that connected TV revenue will be reported under the TV segment going forward, affecting digital revenue numbers [66][72] Question: Free cash flow expectations for the year - Management anticipates around $25 million of free cash flow generation off the $75 million EBITDA guidance [83] Question: Potential asset sales - Management indicated that while there are noncore assets, the current market lacks buyers for such assets [90][92] Question: Minimum cash balance target - Management stated there is no minimum cash balance target, and they have an undrawn $50 million revolver available [94][96] Question: Thoughts on cable network spin-offs - Management expressed skepticism about the impact of spin-offs on the market, citing challenges in valuing cable assets [100][106]