UONE 8-K
Urban One, Inc. (UONE)
8-K
2025-08-13
For: 2025-08-12
View Original
Added on
April 09, 2026
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): August 12, 2025
(Exact name of Registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||||||
(301 ) 429-3200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Class | Trading Symbol | Name of Exchange on which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 under the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2025, Urban One, Inc. (the “Company”) issued a press release setting forth the results for the three months ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 11, 2025, the Company received written notice (the “Notice”) from the Listing Qualifications Department of NASDAQ notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s Class D common stock, par value $0.001 per share (the “Class D Common Stock”) had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice had and has no immediate effect on the listing of the Class D Common Stock, which continues to trade on the NASDAQ Capital Market under the symbol “UONEK”. The Notice also has no impact on the Company’s Class A Common Stock which trades under the symbol “UONE.”
In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until August 11, 2025, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s Class D Common Stock must be at least $1.00 per share for a minimum of ten (10) consecutive business days as required under NASDAQ Listing Rule 5810(c)(3)(A) (unless the NASDAQ staff exercises its discretion to extend this ten-day period pursuant to NASDAQ Listing Rule 5810(c)(3)(H)) during the 180-day period prior to August 11, 2025.
On June 18, 2025, the Company’s stockholders approved an amendment to our Amended and Restated Articles of Incorporation to permit us to effect a reverse stock split of our outstanding Class A and Class D Common Stock, at a ratio within a range between one-for-two and one-for-30, subject to and as determined by a committee appointed by our Board of Directors.
On August 1, 2025, the Company requested an additional 180 period to comply with the Minimum Bid Price Requirement as permitted under the NASDAQ Listing Rules. In making the request, the Company noted that it continued to meet the listing requirement for market value of publicly held shares and all other initial listing standards for The NASDAQ Capital Market, with the exception of the bid price requirement. It further noted that it committed to cure the bid price deficiency during the second compliance period, by effecting a reverse stock split, if necessary. On August 12, 2025, NASDAQ informed the Company that it had been granted an additional 180 calendar days to meet the Minimum Bid Price Requirement including by effecting a reverse stock split, if necessary. Therefore, the Company has until February 9, 2026 to regain compliance with the Minimum Bid Price Requirement.
Item 8.01 Other Events.
During the course of its earnings call and/or in its press release, the Company gave certain updates with respect to its current outlook. First, the Company noted that, based on broad economic headwinds, it was reducing its full year guidance to $60.0 million in Adjusted EBITDA for the year ending December 31, 2025. Next, management noted that core radio pacings for the third quarter were currently down 8.3%, or 5.6% excluding political, with local pacing flat year-over-year. It further noted that cable TV advertising was down 4.2% and affiliate revenue was down 11.7% driven by continuing subscriber churn. Management also noted that as of August 13, 2025, the Company’s gross debt was approximately $492.3 million as the Company continued to engage in debt reduction efforts. Finally, the Company noted it would continue a disciplined capital allocation strategy with a focus on debt management/reduction and accretive corporate development opportunities taking into consideration the current operating environment and persistent industry trends.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
Forward Looking Statements
The Company cautions you certain of the statements in this Form 8-K or in this press release may represent "forward-looking statements" as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These statements are based on assumptions believed by the Company to be reasonable and speak only as of the date on which such statements are made. Without limiting the generality of the foregoing, words such as "expect," "believe," "anticipate," "intend," "plan," "project," "will" or "estimate," or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company undertakes no obligation to update such statements to reflect events or circumstances arising after such date and cautions investors not to place undue reliance on any such forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those described in the statements based on factors, including but not limited to the following: economic, public health, and/or political conditions that impact consumer confidence and spending; the cost and availability of capital or credit facility borrowings; the ability to obtain equity financing; general market conditions; the adequacy of cash flows or available debt resources to fund operations; and other risk factors described from time to time in the Company's Forms 10-K, Forms 10-Q, and Form 8-K reports (including all amendments to those reports).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| URBAN ONE, INC. | |||||
| /s/ Peter D. Thompson | |||||
| August 13, 2025 | Peter D. Thompson | ||||
| Chief Financial Officer and Principal Accounting Officer | |||||
Exhibit 99.1
NEWS RELEASE
| August 13, 2025 | Contact: Peter D. Thompson, EVP and CFO | ||||
| FOR IMMEDIATE RELEASE | (301) 429-4638 | ||||
| Silver Spring, MD | |||||
URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
Silver Spring, MD: - Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the three months ended June 30, 2025. For the three months ended June 30, 2025, net revenue was approximately $91.6 million, a decrease of 22.2% from the same period in 2024. The Company reported operating loss of approximately $120.7 million for the three months ended June 30, 2025, compared to operating loss of approximately $60.4 million for the three months ended June 30, 2024. Broadcast and digital operating income1 was approximately $25.7 million for the three months ended June 30, 2025, a decrease of 25.0% from the same period in 2024. Net loss was approximately $77.9 million or $(1.74) per share (basic) for the three months ended June 30, 2025 compared to net loss of $45.4 million or $(0.94) per share (basic) for the same period in 2024. Adjusted EBITDA2 was approximately $14.0 million for the three months ended June 30, 2025, compared to approximately $28.9 million for the same period in 2024.
Alfred C. Liggins, III, Urban One’s CEO and President stated, "Second quarter results were impacted by weaker than expected performance in our Reach Media and Digital segments. Some of this is due to the timing of our annual Tom Joyner Fantastic Voyage, which generated $9.6 million of revenue in the second quarter of 2024 and will take place in fourth quarter this year. Additionally, client attrition and lower CPM’s at Reach Media meant the segment was loss-making for the quarter. Our Digital business experienced a combination of lower advertising demand and reduced streaming CPM’s compared to the second quarter of 2024. Core radio advertising finished down 11.8% excluding digital, as we continue to experience double-digit declines in national radio advertising demand. Core radio pacings for the third quarter are currently (8.3)% or (5.6)% excluding political, with local pacing flat year-over-year, so we are seeing some sequential improvement in radio. Cable TV advertising was down 4.2% and affiliate revenue was down 11.7% driven by continuing subscriber churn. Based on the broad economic headwinds being experienced, we are reducing our full year guidance to $60.0 million in Adjusted EBITDA2. In a challenging marketplace, our focus remains on controlling costs, managing leverage and retaining our strong liquidity position. During the second quarter of 2025, we repurchased $64.0 million of our 2028 Notes at an average price of approximately 51.8% of par, reducing our outstanding debt balance to $492.3 million."
PAGE 2-- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (unaudited) | (unaudited) | ||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | (in thousands, except share data) | (in thousands, except share data) | |||||||||||||||||||||
| NET REVENUE | $ | 91,631 | $ | 117,744 | $ | 183,866 | $ | 222,154 | |||||||||||||||
| OPERATING EXPENSES | |||||||||||||||||||||||
| Programming and technical, excluding stock-based compensation | 28,647 | 33,256 | 59,245 | 65,915 | |||||||||||||||||||
Selling, general and administrative, excluding stock-based compensation(a) | 49,493 | 60,079 | 99,598 | 115,708 | |||||||||||||||||||
| Stock-based compensation | 574 | 1,079 | 1,250 | 2,463 | |||||||||||||||||||
| Depreciation and amortization | 3,523 | 2,993 | 5,838 | 4,843 | |||||||||||||||||||
| Impairment of goodwill and intangible assets | 130,078 | 80,758 | 136,521 | 80,758 | |||||||||||||||||||
| Total operating expenses | 212,315 | 178,165 | 302,452 | 269,687 | |||||||||||||||||||
| Operating loss | (120,684) | (60,421) | (118,586) | (47,533) | |||||||||||||||||||
| INTEREST AND INVESTMENT INCOME | 616 | 1,777 | 1,582 | 3,775 | |||||||||||||||||||
| INTEREST EXPENSE | (9,704) | (12,404) | (20,628) | (25,402) | |||||||||||||||||||
| GAIN ON RETIREMENT OF DEBT | 30,297 | 7,425 | 41,884 | 15,299 | |||||||||||||||||||
| OTHER INCOME, NET | 124 | 14 | 316 | 900 | |||||||||||||||||||
| Loss from consolidated operations before benefit from income taxes | (99,351) | (63,609) | (95,432) | (52,961) | |||||||||||||||||||
| BENEFIT FROM INCOME TAXES | 21,382 | 18,512 | 5,724 | 16,010 | |||||||||||||||||||
| NET LOSS FROM CONSOLIDATED OPERATIONS | (77,969) | (45,097) | (89,708) | (36,951) | |||||||||||||||||||
| LOSS FROM UNCONSOLIDATED JOINT VENTURE | — | — | — | (411) | |||||||||||||||||||
| NET LOSS | (77,969) | (45,097) | (89,708) | (37,362) | |||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (67) | 334 | (64) | 576 | |||||||||||||||||||
| NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (77,902) | $ | (45,431) | (89,644) | (37,938) | |||||||||||||||||
Weighted-average shares outstanding - basic3 | 44,738,306 | 48,483,639 | 44,768,280 | 48,434,513 | |||||||||||||||||||
Weighted-average shares outstanding - diluted4 | 44,738,306 | 48,483,639 | 44,768,280 | 48,434,513 | |||||||||||||||||||
(a) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
PAGE 3 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
Effective January 1, 2025, the Company modified the composition of two of our reportable segments to reflect changes in how they operate their business. The Company transferred the CTV offering within our Digital segment to our Cable Television segment. This change aligns the CTV offering with the results of operations within our Cable Television segment. Prior period Cable Television and Digital segment information has been reclassified to conform to the current period presentation. In addition, prior period segment information has been recast between the Sales and marketing and the General and administrative to conform the presentation of significant segment expenses used to evaluate performance by the Chief Operating Decision Maker ("CODM").
Detailed segment data for the three and six months ended June 30, 2025 and 2024 is presented in the following tables:
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital | Cable Television | Corporate/ Eliminations/ Other | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 91,631 | $ | 36,693 | $ | 5,315 | $ | 10,254 | $ | 40,070 | $ | (701) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 28,647 | 9,993 | 3,178 | 3,267 | 12,372 | (163) | |||||||||||||||||||||||||||||
| Sales and marketing | 28,310 | 13,389 | 3,053 | 6,572 | 5,831 | (535) | |||||||||||||||||||||||||||||
| General and administrative | 21,183 | 6,373 | 735 | 561 | 3,811 | 9,703 | |||||||||||||||||||||||||||||
| Other segment income (expenses) | 469 | — | — | — | — | 469 | |||||||||||||||||||||||||||||
Adjusted EBITDA2 | $ | 13,960 | $ | 6,938 | $ | (1,651) | $ | (146) | $ | 18,056 | $ | (9,237) | |||||||||||||||||||||||
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital (a) | Cable Television (a) | Corporate/ Eliminations/ Other | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 117,744 | $ | 41,999 | $ | 18,929 | $ | 14,072 | $ | 43,312 | $ | (568) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 33,256 | 11,436 | 3,641 | 3,520 | 14,913 | (254) | |||||||||||||||||||||||||||||
Sales and marketing (b) | 39,601 | 13,161 | 11,046 | 7,491 | 8,308 | (405) | |||||||||||||||||||||||||||||
General and administrative (b) | 20,479 | 7,661 | 793 | 347 | 4,158 | 7,520 | |||||||||||||||||||||||||||||
| Other segment income (expenses) | 4,514 | (246) | 8 | — | 89 | 4,663 | |||||||||||||||||||||||||||||
Adjusted EBITDA2 | $ | 28,922 | $ | 9,495 | $ | 3,457 | $ | 2,714 | $ | 16,022 | $ | (2,766) | |||||||||||||||||||||||
PAGE 4 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital | Cable Television | Corporate/ Eliminations/ Other | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 183,866 | $ | 69,303 | $ | 11,168 | $ | 20,466 | $ | 84,263 | $ | (1,334) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 59,245 | 21,286 | 6,546 | 6,454 | 25,281 | (322) | |||||||||||||||||||||||||||||
| Sales and marketing | 57,386 | 24,935 | 5,178 | 13,359 | 14,927 | (1,013) | |||||||||||||||||||||||||||||
| General and administrative | 42,212 | 13,423 | 1,761 | 745 | 7,406 | 18,877 | |||||||||||||||||||||||||||||
| Other segment income (expenses) | 1,794 | 127 | 115 | 4 | (1) | 1,549 | |||||||||||||||||||||||||||||
Adjusted EBITDA2 | $ | 26,817 | $ | 9,786 | $ | (2,202) | $ | (88) | $ | 36,648 | $ | (17,327) | |||||||||||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital (a) | Cable Television (a) | Corporate/ Eliminations/ Other | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 222,154 | $ | 78,350 | $ | 27,401 | $ | 26,260 | $ | 91,317 | $ | (1,174) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 65,915 | 22,765 | 7,125 | 7,023 | 29,513 | (511) | |||||||||||||||||||||||||||||
Sales and marketing (b) | 68,480 | 24,555 | 13,225 | 13,195 | 18,447 | (942) | |||||||||||||||||||||||||||||
General and administrative (b) | 47,228 | 15,727 | 1,763 | 981 | 8,123 | 20,634 | |||||||||||||||||||||||||||||
| Other segment income (expenses) | 10,648 | (174) | (1) | — | 89 | 10,734 | |||||||||||||||||||||||||||||
Adjusted EBITDA2 | $ | 51,179 | $ | 15,129 | $ | 5,287 | $ | 5,061 | $ | 35,323 | $ | (9,621) | |||||||||||||||||||||||
(a) Effective January 1, 2025, segment information for the prior periods has been recast to include reclassification of a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment.
(b) Effective January 1, 2025, prior period segment information has been recast between Sales and marketing and General and administrative to conform the presentation of significant expenses used to evaluate performance by the CODM.
PAGE 5 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||
| PER SHARE DATA - basic and diluted: | (in thousands, except per share data) | (in thousands, except per share data) | ||||||||||||||||||
| Net loss attributable to common stockholders (basic) | (1.74) | (0.94) | (2.00) | (0.78) | ||||||||||||||||
| Net loss attributable to common stockholders (diluted) | (1.74) | (0.94) | (2.00) | (0.78) | ||||||||||||||||
| Broadcast and digital operating income | $ | 25,664 | $ | 34,196 | $ | 48,680 | $ | 66,210 | ||||||||||||
| Broadcast and digital operating income reconciliation: | ||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (77,902) | $ | (45,431) | $ | (89,644) | $ | (37,938) | ||||||||||||
| Add back/(deduct) certain non-broadcast and digital operating income items included in net loss: | ||||||||||||||||||||
| Interest and investment income | (616) | (1,777) | (1,582) | (3,775) | ||||||||||||||||
| Interest expense | 9,704 | 12,404 | 20,628 | 25,402 | ||||||||||||||||
| Benefit from income taxes | (21,382) | (18,512) | (5,724) | (16,010) | ||||||||||||||||
| Corporate selling, general and administrative expenses, excluding stock-based compensation | 12,173 | 9,787 | 23,657 | 25,679 | ||||||||||||||||
| Stock-based compensation | 574 | 1,079 | 1,250 | 2,463 | ||||||||||||||||
| Gain on retirement of debt | (30,297) | (7,425) | (41,884) | (15,299) | ||||||||||||||||
| Other income, net | (124) | (14) | (316) | (900) | ||||||||||||||||
| Loss from unconsolidated joint venture | — | — | — | 411 | ||||||||||||||||
| Depreciation and amortization | 3,523 | 2,993 | 5,838 | 4,843 | ||||||||||||||||
| Net (loss) income attributable to non-controlling interests | (67) | 334 | (64) | 576 | ||||||||||||||||
| Impairment of goodwill and intangible assets | 130,078 | 80,758 | 136,521 | 80,758 | ||||||||||||||||
| Broadcast and digital operating income | $ | 25,664 | $ | 34,196 | $ | 48,680 | $ | 66,210 | ||||||||||||
Adjusted EBITDA2 | $ | 13,960 | $ | 28,922 | $ | 26,817 | $ | 51,179 | ||||||||||||
Adjusted EBITDA2 reconciliation: | ||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (77,902) | $ | (45,431) | $ | (89,644) | $ | (37,938) | ||||||||||||
| Interest and investment income | (616) | (1,777) | (1,582) | (3,775) | ||||||||||||||||
| Interest expense | 9,704 | 12,404 | 20,628 | 25,402 | ||||||||||||||||
| Benefit from income taxes | (21,382) | (18,512) | (5,724) | (16,010) | ||||||||||||||||
| Depreciation and amortization | 3,523 | 2,993 | 5,838 | 4,843 | ||||||||||||||||
| EBITDA | $ | (86,673) | $ | (50,323) | $ | (70,484) | $ | (27,478) | ||||||||||||
| Stock-based compensation | 574 | 1,079 | 1,250 | 2,463 | ||||||||||||||||
| Gain on retirement of debt | (30,297) | (7,425) | (41,884) | (15,299) | ||||||||||||||||
| Other income, net | (124) | (14) | (316) | (900) | ||||||||||||||||
| Loss from unconsolidated joint venture | — | — | — | 411 | ||||||||||||||||
| Net (loss) income attributable to non-controlling interests | (67) | 334 | (64) | 576 | ||||||||||||||||
Corporate costs(a) | 362 | 3,488 | 1,109 | 8,847 | ||||||||||||||||
| Severance-related costs | — | 516 | 219 | 580 | ||||||||||||||||
| Impairment of goodwill and intangible assets | 130,078 | 80,758 | 136,521 | 80,758 | ||||||||||||||||
Loss from ceased non-core businesses initiatives(b) | 107 | 509 | 466 | 1,221 | ||||||||||||||||
Adjusted EBITDA2 | $ | 13,960 | $ | 28,922 | $ | 26,817 | $ | 51,179 | ||||||||||||
(a)Corporate costs include professional fees related to the material weakness remediation efforts.
(b)In 2024, we made an immaterial change to the definition of Adjusted EBITDA2 by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change.
PAGE 6 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| June 30, 2025 | December 31, 2024 | ||||||||||
| (in thousands) | |||||||||||
| SELECTED CONSOLIDATED BALANCE SHEET DATA: | (Unaudited) | ||||||||||
| Cash and cash equivalents and restricted cash | $ | 86,217 | $ | 137,574 | |||||||
Intangible assets, net(a) | 345,524 | 490,024 | |||||||||
| Total assets | 729,227 | 944,790 | |||||||||
| Total debt (including current portion, net of issuance costs) | 488,396 | 579,069 | |||||||||
| Total liabilities | 644,468 | 765,857 | |||||||||
| Total stockholders' equity | 82,182 | 170,945 | |||||||||
| Redeemable non-controlling interests | 2,577 | 7,988 | |||||||||
(a) Intangible assets, net include Goodwill, Radio Broadcasting Licenses, net, Other Intangible Assets, net, and Launch Assets.
| June 30, 2025 | Applicable Interest Rate | ||||||||||
| SELECTED LEVERAGE DATA: | (in thousands) | ||||||||||
| 7.375% senior secured notes due February 2028, net of issuance costs of approximately $3.9 million (fixed rate) | $ | 488,396 | 7.375 | % | |||||||
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements represent management's current expectations and are based upon information available to Urban One at the time of this release. These forward-looking statements involve known and unknown risks, uncertainties, and other factors, some of which are beyond Urban One's control, which may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially are described in Urban One’s reports on Forms 10-K, 10-Q, 8-K and other filings with the Securities and Exchange Commission (the “SEC”). Urban One does not undertake any duty to update any forward-looking statements.
PAGE 7 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
For the three months ended June 30, 2025, we recognized approximately $91.6 million in net revenue compared to approximately $117.7 million during the three months ended June 30, 2024. These amounts are net of agency commissions. We recognized approximately $36.7 million of revenue from our Radio Broadcasting segment during the three months ended June 30, 2025, compared to approximately $42.0 million for the three months ended June 30, 2024, a decrease of approximately $5.3 million, primarily driven by weaker overall market demand from the national advertisers and lower event revenues. We recognized approximately $5.3 million of revenue from our Reach Media segment during the three months ended June 30, 2025, compared to approximately $18.9 million for the three months ended June 30, 2024, a decrease of approximately $13.6 million. The decrease was primarily driven by the decrease in overall demand and the timing of the Fantastic Voyage cruise sailing that took place in May 2024. The 2025 Fantastic Voyage cruise is scheduled to take place in October 2025. We recognized approximately $10.3 million of revenue from our Digital segment during the three months ended June 30, 2025, compared to approximately $14.1 million during the three months ended June 30, 2024, a decrease of approximately $3.8 million. The decrease was primarily driven by the decrease in national digital sales and direct revenue streams. We recognized approximately $40.1 million of revenue from our Cable Television segment during the three months ended June 30, 2025, compared to approximately $43.3 million during the three months ended June 30, 2024, a decrease of approximately $3.2 million. The decrease was primarily driven by the churn of subscribers.
The following charts indicate the sources of our net revenues for the three months and year ended June 30, 2025:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Net revenue: | (in thousands) | ||||||||||||||||||||||
| Radio advertising | $ | 38,627 | $ | 45,421 | $ | (6,794) | (15.0) | % | |||||||||||||||
| Political advertising | 254 | 2,152 | (1,898) | (88.2)% | |||||||||||||||||||
Digital advertising(a) | 10,241 | 13,714 | (3,473) | (25.3)% | |||||||||||||||||||
Cable Television advertising(a) | 22,977 | 23,985 | (1,008) | (4.2)% | |||||||||||||||||||
| Cable Television affiliate fees | 17,061 | 19,315 | (2,254) | (11.7)% | |||||||||||||||||||
| Event revenues & other | 2,471 | 13,157 | (10,686) | (81.2)% | |||||||||||||||||||
| Net revenue | $ | 91,631 | $ | 117,744 | $ | (26,113) | (22.2) | % | |||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | ||||||||||||||||||||
| Net revenue: | (in thousands) | ||||||||||||||||||||||
| Radio advertising | $ | 74,844 | $ | 86,761 | $ | (11,917) | (13.7) | % | |||||||||||||||
| Political advertising | 404 | 3,388 | (2,984) | (88.1)% | |||||||||||||||||||
Digital advertising(a) | 20,452 | 25,881 | (5,429) | (21.0)% | |||||||||||||||||||
Cable Television advertising(a) | 48,402 | 51,129 | (2,727) | (5.3)% | |||||||||||||||||||
| Cable Television affiliate fees | 35,778 | 40,103 | (4,325) | (10.8)% | |||||||||||||||||||
| Event revenues & other | 3,986 | 14,892 | (10,906) | (73.2)% | |||||||||||||||||||
| Net revenue (as reported) | $ | 183,866 | $ | 222,154 | $ | (38,288) | (17.2) | % | |||||||||||||||
(a) Effective January 1, 2025, segment information for the prior periods has been recast to include reclassification of a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment.
PAGE 8 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
Operating expenses, excluding depreciation and amortization, stock-based compensation, and impairment of goodwill and intangible assets, were approximately $78.1 million for the three months ended June 30, 2025, compared to approximately $93.3 million for the comparable period in 2024. The overall decrease in operating expenses was primarily due to lower expenses across most segments and lower third-party professional fees.
Impairment of goodwill and intangible assets was approximately $130.1 million during the three months ended June 30, 2025, compared to $80.8 million for the three months ended June 30, 2024. The impairment loss of $130.1 million during the three months ended June 30, 2025 was driven by approximately $121.3 million of impairment of radio broadcasting licenses within the Radio Broadcasting segment, impairment loss of $4.9 million within the Digital reporting unit, and impairment loss of $3.9 million in the Radio Broadcasting reporting units. The primary factors leading to the impairment was a continued decline of projected gross market revenues and a decline in operating profit margin. Due to industry and macro-economic conditions along with ongoing declines in national and local radio listenership, the Company reassessed the useful life of our Radio Broadcasting licenses. On June 1, 2025, the Company prospectively changed the useful life of these broadcasting licenses from indefinite-lived to finite-lived intangible assets and recorded amortization expense of $1.3 million for the three months ended June 30, 2025.
Depreciation and amortization expense was approximately $3.5 million for the three months ended June 30, 2025, compared to approximately $3.0 million for the three months ended June 30, 2024, an increase of approximately $0.5 million due to the TV One Trade Name amortization and radio broadcasting license amortization as a result of the Company's change from indefinite-lived to a finite-lived intangible asset, offset by additional depreciation on leasehold improvements during the three months ended June 30, 2024.
Interest and investment income was approximately $0.6 million for the three months ended June 30, 2025, compared to approximately $1.8 million for the three months ended June 30, 2024. The decrease was driven by lower cash and cash equivalents balances during the three months ended June 30, 2025, than in the corresponding period in 2024.
Interest expense was approximately $9.7 million for the three months ended June 30, 2025, compared to approximately $12.4 million for the three months ended June 30, 2024, a decrease of approximately $2.7 million. During the three months ended June 30, 2025, the Company repurchased approximately $64.0 million of its 2028 Notes at a weighted average price of approximately 51.8% of par, resulting in a net gain on retirement of debt of approximately $30.3 million.
For the three months ended June 30, 2025, we recorded a benefit from income taxes of approximately $21.4 million on the pre-tax loss of approximately $99.4 million resulting with an annual effective tax rate of 21.5%. This rate includes $6.4 million of discrete tax expense related to the change of accounting estimate for radio broadcasting licenses that impacted our valuation allowance. For the three months ended June 30, 2024, we recorded a benefit from income taxes of approximately $18.5 million on pre-tax loss of approximately $63.6 million resulting with an annual effective tax rate of 29.1%. This rate includes $0.1 million of discrete tax benefits primarily related to deferred rate changes.
Other pertinent financial information includes capital expenditures of approximately $1.2 million and $2.2 million for the three months ended June 30, 2025 and 2024, respectively.
During the three months ended June 30, 2025, the Company repurchased 226,041 shares of Class A Common Stock of approximately $0.4 million at an average price of $1.63 per share. During the three months ended June 30, 2025, the Company repurchased 200,549 shares of Class D Common Stock in the amount of approximately $0.1 million at an average price of $0.59 per share. During the three months ended June 30, 2024, the Company repurchased 449,277 shares of Class A Common Stock in the amount of approximately $0.9 million at an average price of $2.06 per share and repurchased 113,283 shares of Class D Common Stock in the amount of approximately $0.2 million at an average price of $1.57 per share.
Supplemental Financial Information:
For comparative purposes, the following more detailed statements of operations for the three months June 30, 2025 are included.
PAGE 9 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Three Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital | Cable Television | All Other - Corporate/ Eliminations | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 91,631 | $ | 36,693 | $ | 5,315 | $ | 10,254 | $ | 40,070 | $ | (701) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 28,647 | 9,993 | 3,178 | 3,267 | 12,372 | (163) | |||||||||||||||||||||||||||||
Selling, general and administrative (a) | 49,493 | 19,762 | 3,788 | 7,133 | 9,642 | 9,168 | |||||||||||||||||||||||||||||
| Stock-based compensation | 574 | 133 | 23 | 73 | 201 | 144 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 3,523 | 2,278 | 33 | 393 | 675 | 144 | |||||||||||||||||||||||||||||
| Impairment of goodwill and intangible assets | 130,078 | 125,187 | — | 4,891 | — | — | |||||||||||||||||||||||||||||
| Total operating expenses | 212,315 | 157,353 | 7,022 | 15,757 | 22,890 | 9,293 | |||||||||||||||||||||||||||||
| Operating (loss) income | (120,684) | (120,660) | (1,707) | (5,503) | 17,180 | (9,994) | |||||||||||||||||||||||||||||
| INTEREST AND INVESTMENT INCOME | 616 | — | — | — | — | 616 | |||||||||||||||||||||||||||||
| INTEREST EXPENSE | (9,704) | (2) | (145) | — | — | (9,557) | |||||||||||||||||||||||||||||
| GAIN ON RETIREMENT OF DEBT | 30,297 | — | — | — | — | 30,297 | |||||||||||||||||||||||||||||
| OTHER INCOME, NET | 124 | 108 | — | — | — | 16 | |||||||||||||||||||||||||||||
| (Loss) income from consolidated operations before benefit from (provision for) income taxes | (99,351) | (120,554) | (1,852) | (5,503) | 17,180 | 11,378 | |||||||||||||||||||||||||||||
| BENEFIT FROM (PROVISION FOR) INCOME TAXES | 21,382 | 28,579 | 13 | 1,792 | (3,693) | (5,309) | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME | (77,969) | (91,975) | (1,839) | (3,711) | 13,487 | 6,069 | |||||||||||||||||||||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (67) | — | (67) | — | — | — | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (77,902) | $ | (91,975) | $ | (1,772) | $ | (3,711) | $ | 13,487 | $ | 6,069 | |||||||||||||||||||||||
Adjusted EBITDA2 | $ | 13,960 | $ | 6,938 | $ | (1,651) | $ | (146) | $ | 18,056 | $ | (9,237) | |||||||||||||||||||||||
(a) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
PAGE 10 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Three Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital (a) | Cable Television (a) | All Other - Corporate/ Eliminations | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 117,744 | $ | 41,999 | $ | 18,929 | $ | 14,072 | $ | 43,312 | $ | (568) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 33,256 | 11,436 | 3,641 | 3,520 | 14,913 | (254) | |||||||||||||||||||||||||||||
Selling, general and administrative (b, c) | 60,079 | 20,822 | 11,839 | 7,838 | 12,466 | 7,114 | |||||||||||||||||||||||||||||
| Stock-based compensation | 1,079 | 115 | 21 | 41 | 228 | 674 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 2,993 | 2,079 | 40 | 397 | 176 | 301 | |||||||||||||||||||||||||||||
| Impairment of goodwill and intangible assets | 80,758 | 80,758 | — | — | — | — | |||||||||||||||||||||||||||||
| Total operating expenses | 178,165 | 115,210 | 15,541 | 11,796 | 27,783 | 7,835 | |||||||||||||||||||||||||||||
| Operating (loss) income | (60,421) | (73,211) | 3,388 | 2,276 | 15,529 | (8,403) | |||||||||||||||||||||||||||||
| INTEREST AND INVESTMENT INCOME | 1,777 | — | — | — | — | 1,777 | |||||||||||||||||||||||||||||
| INTEREST EXPENSE | (12,404) | (58) | — | — | — | (12,346) | |||||||||||||||||||||||||||||
| GAIN ON RETIREMENT OF DEBT | 7,425 | — | — | — | — | 7,425 | |||||||||||||||||||||||||||||
| OTHER INCOME, NET | 14 | 1 | — | — | — | 13 | |||||||||||||||||||||||||||||
| (Loss) income from consolidated operations before benefit from (provision for) income taxes | (63,609) | (73,268) | 3,388 | 2,276 | 15,529 | (11,534) | |||||||||||||||||||||||||||||
| BENEFIT FROM (PROVISION FOR) INCOME TAXES | 18,512 | 18,057 | (624) | 652 | (2,766) | 3,193 | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME | (45,097) | (55,211) | 2,764 | 2,928 | 12,763 | (8,341) | |||||||||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 334 | — | — | — | — | 334 | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (45,431) | $ | (55,211) | $ | 2,764 | $ | 2,928 | $ | 12,763 | $ | (8,675) | |||||||||||||||||||||||
Adjusted EBITDA2 | $ | 28,922 | $ | 9,495 | $ | 3,457 | $ | 2,714 | $ | 16,022 | $ | (2,766) | |||||||||||||||||||||||
(a) Effective January 1, 2025, segment information for the prior periods has been recast to include reclassification of a portion of revenues from our CTV offering from Digital to Cable Television.
(b) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
(c) Effective January 1, 2025, prior period segment information has been realigned between the Sales and marketing and the General and administrative significant segment expenses in this Quarterly Report on Form 10-Q. This provides the CODM with a more appropriate alignment of significant segment expenses used to evaluate segment performance.
PAGE 11 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Six Months Ended June 30, 2025 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital | Cable Television | All Other - Corporate/ Eliminations | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 183,866 | $ | 69,303 | $ | 11,168 | $ | 20,466 | $ | 84,263 | $ | (1,334) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 59,245 | 21,286 | 6,546 | 6,454 | 25,281 | (322) | |||||||||||||||||||||||||||||
Selling, general and administrative (a) | 99,598 | 38,358 | 6,939 | 14,104 | 22,333 | 17,864 | |||||||||||||||||||||||||||||
| Stock-based compensation | 1,250 | 241 | 46 | 158 | 489 | 316 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 5,838 | 3,274 | 67 | 779 | 1,390 | 328 | |||||||||||||||||||||||||||||
| Impairment of goodwill and intangible assets | 136,521 | 131,630 | — | 4,891 | — | — | |||||||||||||||||||||||||||||
| Total operating expenses | 302,452 | 194,789 | 13,598 | 26,386 | 49,493 | 18,186 | |||||||||||||||||||||||||||||
| Operating (loss) income | (118,586) | (125,486) | (2,430) | (5,920) | 34,770 | (19,520) | |||||||||||||||||||||||||||||
| INTEREST AND INVESTMENT INCOME | 1,582 | — | — | — | — | 1,582 | |||||||||||||||||||||||||||||
| INTEREST EXPENSE | (20,628) | (4) | (145) | — | — | (20,479) | |||||||||||||||||||||||||||||
| GAIN ON RETIREMENT OF DEBT | 41,884 | — | — | — | — | 41,884 | |||||||||||||||||||||||||||||
| OTHER INCOME, NET | 316 | 108 | — | — | — | 208 | |||||||||||||||||||||||||||||
| (Loss) income from consolidated operations before benefit from (provision for) income taxes | (95,432) | (125,382) | (2,575) | (5,920) | 34,770 | 3,675 | |||||||||||||||||||||||||||||
| BENEFIT FROM (PROVISION FOR) INCOME TAXES | 5,724 | 29,669 | (2) | 2,184 | (7,574) | (18,553) | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME FROM CONSOLIDATED OPERATIONS | (89,708) | (95,713) | (2,577) | (3,736) | 27,196 | (14,878) | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME | (89,708) | (95,713) | (2,577) | (3,736) | 27,196 | (14,878) | |||||||||||||||||||||||||||||
| NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | (64) | — | (64) | — | — | — | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (89,644) | $ | (95,713) | $ | (2,513) | $ | (3,736) | $ | 27,196 | $ | (14,878) | |||||||||||||||||||||||
Adjusted EBITDA2 | $ | 26,817 | $ | 9,786 | $ | (2,202) | $ | (88) | $ | 36,648 | $ | (17,327) | |||||||||||||||||||||||
PAGE 12 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
| Six Months Ended June 30, 2024 | |||||||||||||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||||||||
| Consolidated | Radio Broadcasting | Reach Media | Digital (a) | Cable Television (a) | All Other - Corporate/ Eliminations | ||||||||||||||||||||||||||||||
| NET REVENUE | $ | 222,154 | $ | 78,350 | $ | 27,401 | $ | 26,260 | $ | 91,317 | $ | (1,174) | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||||||||||||||
| Programming and technical | 65,915 | 22,765 | 7,125 | 7,023 | 29,513 | (511) | |||||||||||||||||||||||||||||
Selling, general and administrative (b, c) | 115,708 | 40,282 | 14,988 | 14,176 | 26,570 | 19,692 | |||||||||||||||||||||||||||||
| Stock-based compensation | 2,463 | 237 | 50 | 83 | 787 | 1,306 | |||||||||||||||||||||||||||||
| Depreciation and amortization | 4,843 | 2,962 | 82 | 814 | 301 | 684 | |||||||||||||||||||||||||||||
| Impairment of goodwill and intangible assets | 80,758 | 80,758 | — | — | — | — | |||||||||||||||||||||||||||||
| Total operating expenses | 269,687 | 147,004 | 22,245 | 22,096 | 57,171 | 21,171 | |||||||||||||||||||||||||||||
| Operating (loss) income | (47,533) | (68,654) | 5,156 | 4,164 | 34,146 | (22,345) | |||||||||||||||||||||||||||||
| INTEREST AND INVESTMENT INCOME | 3,775 | — | — | — | — | 3,775 | |||||||||||||||||||||||||||||
| INTEREST EXPENSE | (25,402) | (117) | — | — | — | (25,285) | |||||||||||||||||||||||||||||
| GAIN ON RETIREMENT OF DEBT | 15,299 | — | — | — | — | 15,299 | |||||||||||||||||||||||||||||
| OTHER INCOME, NET | 900 | 1 | — | — | — | 899 | |||||||||||||||||||||||||||||
| (Loss) income from consolidated operations before benefit from (provision for) income taxes | (52,961) | (68,770) | 5,156 | 4,164 | 34,146 | (27,657) | |||||||||||||||||||||||||||||
| BENEFIT FROM (PROVISION FOR) INCOME TAXES | 16,010 | 20,079 | (1,172) | 1,222 | (6,864) | 2,745 | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME FROM CONSOLIDATED OPERATIONS | (36,951) | (48,691) | 3,984 | 5,386 | 27,282 | (24,912) | |||||||||||||||||||||||||||||
| LOSS FROM UNCONSOLIDATED JOINT VENTURE, net of tax | (411) | — | — | — | — | (411) | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME | (37,362) | (48,691) | 3,984 | 5,386 | 27,282 | (25,323) | |||||||||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS | 576 | — | — | — | — | 576 | |||||||||||||||||||||||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | (37,938) | $ | (48,691) | $ | 3,984 | $ | 5,386 | $ | 27,282 | $ | (25,899) | |||||||||||||||||||||||
Adjusted EBITDA2 | $ | 51,179 | $ | 15,129 | $ | 5,287 | $ | 5,061 | $ | 35,323 | $ | (9,621) | |||||||||||||||||||||||
(a) Effective January 1, 2025, segment information for the prior periods has been recast to include reclassification of a portion of revenues from our CTV offering from Digital to Cable Television.
(b) Corporate selling, general and administrative expenses have been collapsed with Selling, general and administrative expenses in the consolidated statements of operations.
(c) Effective January 1, 2025, prior period segment information has been realigned between the Sales and marketing and the General and administrative significant segment expenses in this Quarterly Report on Form 10-Q. This provides the CODM with a more appropriate alignment of significant segment expenses used to evaluate segment performance.
PAGE 13 -- URBAN ONE, INC. REPORTS SECOND QUARTER 2025 RESULTS
Urban One, Inc. will hold a conference call to discuss its results for the second fiscal quarter of 2025. The conference call is scheduled for Wednesday August 13, 2025 at 10:00 a.m. EDT. To participate on this call, U.S. callers may dial toll-free (+1) 888-596-4144; international callers may dial direct (+1) 646-968-2525. The Access Code is 3660282.
A replay of the conference call will be available from 2:00 p.m. EDT August 13, 2025 until 11:59 p.m. EDT August 20, 2025. Callers may access the replay by calling (+1) 800-770-2030; international callers may dial direct (+1) 609-800-9909. The replay Access Code is 3660282.
Access to live audio and a replay of the conference call will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for seven days after the call.
Urban One Inc. (urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 35 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform, and inspire a diverse audience of adult Black viewers. As of June 30, 2025, the Company owned and/or operated 74 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 15 HD stations, and the 2 low power television stations the Company operates), located in 13 of the most populous African-American markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, and the DL Hughley Show. In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African American and urban audiences.
Notes:
1“Broadcast and digital operating income”: The radio broadcasting industry commonly refers to “station operating income” which consists of net (loss) income before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term “broadcast and digital operating income.” Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead, and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to “station operating income” or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.
2“Adjusted EBITDA": Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of intangible assets, stock-based compensation, (gain) loss on retirement of debt, employment agreement award and other compensation, corporate development costs, severance-related costs, investment income, loss from unconsolidated joint venture, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as “EBITDA.” Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company’s operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an “all other” category which the Company refers to as “All other - corporate/eliminations”. Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.
3For the three months ended June 30, 2025 and 2024, Urban One had 44,738,306 and 48,483,639 shares of common stock outstanding on a weighted average basis (basic), respectively. For the six months ended June 30, 2025 and 2024, Urban One had 44,768,280 and 48,434,513 shares of common stock outstanding on a weighted average basis (basic), respectively.
4For the three months ended June 30, 2025 and 2024, Urban One had 44,738,306 and 48,483,639 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively. For the six months ended June 30, 2025 and 2024, Urban One had 44,768,280 and 48,434,513 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.