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: August 01, 2019
 
(Date of earliest event reported)
 
Commission File No.: 0-25969
URBAN ONE, INC.
(Exact name of registrant as specified in its charter)

 
Delaware                                                                                            52-1166660
(State or other jurisdiction of                                                     (I.R.S. Employer Identification No.)
incorporation or organization)                                                                                                             

1010 Wayne Avenue
14th Floor
Silver Spring, Maryland 20910
(Address of principal executive offices)

(301) 429-3200
Registrant's telephone number, including area code


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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 
 
ITEM 2.02.    Results of Operations and Financial Condition.
 
Urban One, Inc. (the "Company") issued a press release setting forth the results for its quarter ended June 30, 2019.  A copy of the press release is attached as Exhibit 99.1.
 
 
ITEM 9.01.   Financial Statements and Exhibits.
 
(c) Exhibits
   
  
Exhibit Number
 
Description
 
   
  
99.1
 
Press release dated August 01, 2019: Urban One, Inc. Reports Second Quarter Results.
 

 
Cautionary Information Regarding Forward-Looking Statements
 
This Form 8-K and the press release attached as Exhibit 99.1 contain forward-looking statements about the Company's future performance, which are based on management's assumptions and beliefs in light of the information currently available to it. The Company assumes no obligation to update the information contained herein. These forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, that 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 the Company's reports on Forms 10-K and 10-Q and other filings with the SEC.
 
 
 
 
 

 
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 05, 2019                                          Peter D. Thompson
               Chief Financial Officer and Principal Accounting Officer
 
 
NEWS RELEASE
August 1, 2019 Contact: Peter D. Thompson, EVP and CFO
FOR IMMEDIATE RELEASE                               (301) 429-4638
Washington, DC


URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

Washington, DC: - Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the quarter ended June 30, 2019.  Net revenue was approximately $121.6 million, an increase of 5.5% from the same period in 2018. Broadcast and digital operating income1 was approximately $46.3 million, an increase of 4.5% from the same period in 2018. The Company reported operating income of approximately $30.5 million for the three months ended June 30, 2019, compared to approximately $24.8 million for the same period in 2018. Net income was approximately $6.6 million or $0.15 per share (basic) compared to net income of approximately $23.6 million or $0.51 per share (basic) for the same period in 2018. Adjusted EBITDA2 was approximately $41.1 million for the three months ended June 30, 2019, compared to approximately $39.0 million for the same period in 2018.

Alfred C. Liggins, III, Urban One's CEO and President stated, "We had a very strong quarter from an advertising revenue standpoint: radio advertising was up 6.8%, TV advertising was up 9.4%, and digital was up 16.8%. Our radio division is also pacing up approximately 8% for the third quarter, with robust demand for national business in our larger markets. We had a tough comp on TV affiliate fees, due to a $2.0 million one-time MVPD settlement in Q2 of 2018. Our digital division continued their turn-around from 2018, with positive Adjusted EBITDA for the quarter and year-to-date. Reach Media benefited from another successful cruise event, with the Tom Joyner Fantastic Voyage posting 12% year over year revenue growth. On the Cable TV business, as anticipated, we invested some additional programing and marketing expenses related to the DL Hughley Show as we continue to create and promote engaging new content. Overall, I am happy with our progress this quarter, and believe we can carry this positive momentum into the second half of the year."













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PAGE 2 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

 
RESULTS OF OPERATIONS
                          
                         
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2019
   
2018
   
2019
   
2018
 
STATEMENT OF OPERATIONS
 
(unaudited)
   
(unaudited)
 
   
(in thousands, except share data)
   
(in thousands, except share data)
 
                         
NET REVENUE
 
$
121,571
   
$
115,206
   
$
220,020
   
$
214,827
 
OPERATING EXPENSES
                               
Programming and technical, excluding stock-based compensation
   
30,497
     
30,375
     
61,427
     
62,522
 
Selling, general and administrative, excluding stock-based compensation
   
44,730
     
40,490
     
77,758
     
75,467
 
Corporate selling, general and administrative, excluding stock-based compensation
   
8,214
     
10,155
     
17,803
     
19,117
 
Stock-based compensation
   
200
     
1,125
     
711
     
2,501
 
Depreciation and amortization
   
3,584
     
8,248
     
11,858
     
16,536
 
Impairment of long-lived assets
   
3,800
     
-
     
3,800
     
6,556
 
Total operating expenses
   
91,025
     
90,393
     
173,357
     
182,699
 
             Operating income
   
30,546
     
24,813
     
46,663
     
32,128
 
INTEREST INCOME
   
63
     
17
     
86
     
161
 
INTEREST EXPENSE
   
22,003
     
19,155
     
44,154
     
38,436
 
GAIN ON RETIREMENT OF DEBT
   
-
     
(626
)
   
-
     
(865
)
OTHER INCOME, net
   
(1,649
)
   
(2,014
)
   
(3,370
)
   
(3,915
)
Income (loss) before provision for (benefit from) income taxes and noncontrolling interest in income of subsidiaries
   
10,255
     
8,315
     
5,965
     
(1,367
)
PROVISION FOR (BENEFIT FROM) INCOME TAXES
   
3,118
     
(15,581
)
   
5,366
     
(2,741
)
CONSOLIDATED NET INCOME
   
7,137
     
23,896
     
599
     
1,374
 
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
546
     
306
     
671
     
339
 
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
6,591
   
$
23,590
   
$
(72
)
 
$
1,035
 
                                 
AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
                 
CONSOLIDATED NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
6,591
   
$
23,590
   
$
(72
)
 
$
1,035
 
                                 
Weighted average shares outstanding - basic3
   
45,061,821
     
46,033,402
     
45,175,521
     
46,321,633
 
Weighted average shares outstanding - diluted4
   
45,701,655
     
48,438,693
     
45,175,521
     
48,777,798
 





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PAGE 3 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS
 
 
   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2019
   
2018
   
2019
   
2018
 
PER SHARE DATA - basic and diluted:
 
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
   
(in thousands, except per share data)
   
(in thousands, except per share data)
 
                         
    Consolidated net income (loss) attributable to common stockholders (basic)
 
$
0.15
   
$
0.51
   
$
(0.00
)
 
$
0.02
 
                                 
    Consolidated net income (loss) attributable to common stockholders (diluted)
 
$
0.14
   
$
0.49
   
$
(0.00
)
 
$
0.02
 
                                 
SELECTED OTHER DATA
                               
    Broadcast and digital operating income 1
 
$
46,344
   
$
44,341
   
$
80,835
   
$
76,838
 
    Broadcast and digital operating income margin (% of net revenue)
   
38.1
%
   
38.5
%
   
36.7
%
   
35.8
%
                                 
Broadcast and digital operating income reconciliation:
                               
                                 
    Consolidated net income (loss) attributable to common stockholders
 
$
6,591
   
$
23,590
   
$
(72
)
 
$
1,035
 
        Add back non-broadcast and digital operating income items included in consolidated net income (loss):
 
        Interest income
   
(63
)
   
(17
)
   
(86
)
   
(161
)
        Interest expense
   
22,003
     
19,155
     
44,154
     
38,436
 
        Provision for (benefit from) income taxes
   
3,118
     
(15,581
)
   
5,366
     
(2,741
)
        Corporate selling, general and administrative expenses
   
8,214
     
10,155
     
17,803
     
19,117
 
        Stock-based compensation
   
200
     
1,125
     
711
     
2,501
 
        Gain on retirement of debt
   
-
     
(626
)
   
-
     
(865
)
        Other income, net
   
(1,649
)
   
(2,014
)
   
(3,370
)
   
(3,915
)
        Depreciation and amortization
   
3,584
     
8,248
     
11,858
     
16,536
 
        Noncontrolling interest in income of subsidiaries
   
546
     
306
     
671
     
339
 
        Impairment of long-lived assets
   
3,800
     
-
     
3,800
     
6,556
 
        Broadcast and digital operating income
 
$
46,344
   
$
44,341
   
$
80,835
   
$
76,838
 
                                 
Adjusted EBITDA2
 
$
41,055
   
$
38,987
   
$
70,092
   
$
67,476
 
                                 
Adjusted EBITDA reconciliation:
                               
                                 
    Consolidated net income (loss) attributable to common stockholders:
 
$
6,591
   
$
23,590
   
$
(72
)
 
$
1,035
 
        Interest income
   
(63
)
   
(17
)
   
(86
)
   
(161
)
        Interest expense
   
22,003
     
19,155
     
44,154
     
38,436
 
        Provision for (benefit from) income taxes
   
3,118
     
(15,581
)
   
5,366
     
(2,741
)
        Depreciation and amortization
   
3,584
     
8,248
     
11,858
     
16,536
 
        EBITDA
 
$
35,233
   
$
35,395
   
$
61,220
   
$
53,105
 
        Stock-based compensation
   
200
     
1,125
     
711
     
2,501
 
        Gain on retirement of debt
   
-
     
(626
)
   
-
     
(865
)
        Other income, net
   
(1,649
)
   
(2,014
)
   
(3,370
)
   
(3,915
)
        Noncontrolling interest in income of subsidiaries
   
546
     
306
     
671
     
339
 
        Employment Agreement Award, incentive plan award expenses and other compensation
   
806
     
2,285
     
2,713
     
3,873
 
        Contingent consideration from acquisition
   
90
     
(79
)
   
167
     
1,451
 
        Severance-related costs
   
401
     
801
     
822
     
999
 
        Cost method investment income from MGM National Harbor
   
1,628
     
1,794
     
3,358
     
3,432
 
        Impairment of long-lived assets
   
3,800
     
-
     
3,800
     
6,556
 
        Adjusted EBITDA
 
$
41,055
   
$
38,987
   
$
70,092
   
$
67,476
 
 

 
 

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PAGE 4 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS
 

 
 
June 30, 2019
 
December 31, 2018
 
  
(unaudited)
     
  
(in thousands)
 
SELECTED BALANCE SHEET DATA:
       
Cash and cash equivalents and restricted cash
$
15,331
 
$
15,890
 
Intangible assets, net
 
891,080
   
916,824
 
Total assets
 
1,269,308
   
1,237,409
 
Total debt (including current portion, net of original issue discount and issuance costs)
 
894,596
   
912,463
 
Total liabilities
 
1,076,934
   
1,048,477
 
Total stockholders' equity
 
181,206
   
178,700
 
Redeemable noncontrolling interest
 
11,168
   
10,232
 
             
 
June 30, 2019
 
Applicable Interest Rate
 
  
(in thousands)
       
SELECTED LEVERAGE DATA:
           
2017 Credit Facility, net of original issue discount and issuance costs of approximately $6.1 million (subject to variable rates) (a)
$
316,206
   
6.44
%
7.375% senior secured notes due April 2022, net of original issue discount and issuance costs of approximately $2.9 million (fixed rate)
 
347,121
   
7.375
%
2018 Credit Facility, net of original issue discount and issuance costs of approximately $4.2 million (fixed rate)
 
173,608
   
12.875
%
MGM National Harbor Loan, net of original issue discount and issuance costs of approximately $2.4 million (fixed rate)
 
48,661
   
11.00
%
Asset-backed credit facility (subject to variable rates) (a)
 
9,000
   
6.00
%
 
(a)
Subject to variable Libor or Prime plus a spread that is incorporated into the applicable interest rate set forth above.

 
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, that 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.










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PAGE 5 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

 
Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions. Agency and outside sales representative commissions are calculated based on a stated percentage applied to gross billing.
 
 
Three Months Ended June 30,
         
 
2019   2018  
$ Change
 
% Change
 
 
(Unaudited)
         
 
(in thousands)  
         
Net Revenue:
               
Radio Advertising
$
52,194
 
$
48,880
 
$
3,314
   
6.8
%
Political Advertising
 
317
   
1,182
   
(865
)
 
-73.2
%
Digital Advertising
 
7,663
   
6,559
   
1,104
   
16.8
%
Cable Television Advertising
 
19,816
   
18,118
   
1,698
   
9.4
%
Cable Television Affiliate Fees
 
26,599
   
28,020
   
(1,421
)
 
-5.1
%
Event Revenues & Other
 
14,982
   
12,447
   
2,535
   
20.4
%
                         
Net Revenue (as reported)
$
121,571
 
$
115,206
 
$
6,365
   
5.5
%
 
Net revenue increased to approximately $121.6 million for the quarter ended June 30, 2019, from approximately $115.2 million for the same period in 2018. Net revenues from our radio broadcasting segment increased 6.2% compared to the same period in 2018. We experienced net revenue declines most significantly in our Charlotte, Cincinnati, Columbus, and Richmond markets, with our Atlanta, Cleveland, Houston, Raleigh and Washington DC markets experiencing growth for the quarter. We recognized approximately $46.4 million of revenue from our cable television segment during the three months ended June 30, 2019, compared to approximately $46.8 million for the same period in 2018, with an increase primarily in advertising sales, which was offset by a decline in affiliate sales and other revenue. Net revenue from our Reach Media segment increased 14.6% for the quarter ended June 30, 2019, compared to the same period in 2018 due primarily to higher special event revenue. The "Tom Joyner Fantastic Voyage" took place during the second quarters of 2019 and 2018 and generated revenue of approximately $10.4 million and $9.3 million, respectively for Reach Media. In addition, the Tom Joyner One More Time Experience, a multi-city tour event for 2019 added revenue for the quarter. Finally, net revenues for our digital segment increased 17.0% for the three months ended June 30, 2019, compared to the same period in 2018, primarily due to increases in direct and indirect revenues.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, increased to approximately $83.4 million for the quarter ended June 30, 2019, up 3.0% from the approximately $81.0 million incurred for the comparable quarter in 2018. The overall operating expense increase was driven primarily by higher selling, general and administrative expenses, due to stronger performance of special events as well as increased expenses for certain marketing campaigns.

Depreciation and amortization expense decreased to approximately $3.6 million for the quarter ended June 30, 2019, compared to approximately $8.2 million for the quarter ended June 30, 2018.  The decrease in expense is due to the mix of assets approaching or near the end of their useful lives, most notably the Company's affiliate agreements.

Interest expense increased to approximately $22.0 million for the quarter ended June 30, 2019, compared to approximately $19.2 million for the same period in 2018. During the quarter ended June 30, 2019, the Company recorded interest expense of approximately $1.4 million on its operating leases as a result of adopting ASC 842 on January 1, 2019. The Company made cash interest payments of approximately $24.6 million on its outstanding debt for the quarter ended June 30, 2019, compared to cash interest payments of approximately $19.2 million on its outstanding debt for the quarter ended June 30, 2018. On December 20, 2018, the Company closed on a new $192.0 million unsecured credit facility (the "2018 Credit Facility") and a new $50.0 million loan secured by its interest in the MGM National Harbor Casino (the "MGM National Harbor Loan"). As of June 30, 2019, the Company had approximately $9.0 million in borrowings outstanding on its ABL Facility.


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PAGE 6 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS
 

The gain on retirement of debt of $626,000 for the quarter ended June 30, 2018, was due to the redemption of approximately $14 million of our 2020 Notes at a discount.

The decrease in stock-based compensation for the three months ended June 30, 2019, compared to the same period in 2018, is primarily due to grants and vesting of stock awards for certain executive officers and other management personnel.

The impairment of long-lived assets for the three months ended June 30, 2019, was related to a non-cash impairment charge of approximately $3.8 million associated with our Detroit market radio broadcasting license.

For the three months ended June 30, 2019, we recorded a provision for income taxes of approximately $3.1 million on pre-tax income from continuing operations of approximately $10.3 million, which results in a tax rate of 30.4%. This tax rate is based on an estimated annual effective tax rate of 30.9%. For the three months ended June 30, 2018, we recorded a benefit from income taxes of approximately $15.6 million on pre-tax income from continuing operations of approximately $8.3 million, which results in a tax rate of (187.4)%.  This tax rate is based on an estimated annual effective tax rate of (95.0)% and a discrete tax provision benefit adjustment of approximately $3.2 million related to state rate and legislative changes.  The Company paid $383,000 and $493,000 in taxes for the quarters ended June 30, 2019 and 2018, respectively.

Other income, net, was approximately $1.6 million and $2.0 million for the quarters ended June 30, 2019 and 2018, respectively. For the three months ended June 30, 2019 and 2018, the Company recognized approximately $1.6 million and $1.8 million, respectively, of cost method investment income from its MGM investment.

The increase in noncontrolling interests in income of subsidiaries was due primarily to higher net income recognized by Reach Media during the three months ended June 30, 2019, compared to the same period in 2018.

Other pertinent financial information includes capital expenditures of approximately $1.4 million and $1.2 million for the quarters ended June 30, 2019 and 2018, respectively. 

During the three months ended June 30, 2019, the Company repurchased 26,171 shares of Class A common stock in the amount of $56,000 and repurchased 899,765 shares of Class D common stock in the amount of approximately $1.8 million. During the three months ended June 30, 2018, the Company repurchased 232 shares of Class A common stock and repurchased 760,113 shares of Class D common stock in the amount of approximately $1.6 million. During the three months ended June 30, 2018, the Company repurchased share-based equity awards in the amount of approximately $1.1 million.

The Company, in connection with its 2009 stock plan, is authorized to purchase shares of Class D common stock to satisfy employee tax obligations in connection with the vesting of share grants under the plan. During the three months ended June 30, 2019, the Company executed a Stock Vest Tax Repurchase of 6,368 shares of Class D Common Stock in the amount of $13,000. During the three months ended June 30, 2018, the Company executed a Stock Vest Tax Repurchase of 10,646 shares of Class D Common Stock in the amount of $22,000.

Supplemental Financial Information:
For comparative purposes, the following more detailed, unaudited statements of operations for the three and six months ended June 30, 2019 and 2018 are included.










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PAGE 7 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

 
   
Three Months Ended June 30, 2019        
 
   
(in thousands, unaudited)            
 
                                     
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
121,571
   
$
49,312
     
18,770
     
7,673
     
46,430
     
(614
)
OPERATING EXPENSES:
                                               
Programming and technical
   
30,497
     
10,124
     
4,015
     
2,642
     
14,156
     
(440
)
Selling, general and administrative
   
44,730
     
20,548
     
10,762
     
4,440
     
8,994
     
(14
)
Corporate selling, general and administrative
   
8,214
     
-
     
656
     
1
     
1,733
     
5,824
 
Stock-based compensation
   
200
     
93
     
6
     
11
     
3
     
87
 
Depreciation and amortization
   
3,584
     
851
     
59
     
460
     
1,901
     
313
 
Impairment of long-lived assets
   
3,800
     
3,800
     
-
     
-
     
-
     
-
 
Total operating expenses
   
91,025
     
35,416
     
15,498
     
7,554
     
26,787
     
5,770
 
        Operating income (loss)
   
30,546
     
13,896
     
3,272
     
119
     
19,643
     
(6,384
)
INTEREST INCOME
   
63
     
-
     
-
     
-
     
-
     
63
 
INTEREST EXPENSE
   
22,003
     
1,196
     
77
     
71
     
2,220
     
18,439
 
OTHER INCOME, net
   
(1,649
)
   
(1
)
   
-
     
-
     
-
     
(1,648
)
Income (loss) before provision for (benefit from) income taxes and noncontrolling interest in income of subsidiaries
   
10,255
     
12,701
     
3,195
     
48
     
17,423
     
(23,112
)
PROVISION FOR (BENEFIT FROM) INCOME TAXES
   
3,118
     
3,260
     
745
     
-
     
4,369
     
(5,256
)
CONSOLIDATED NET INCOME (LOSS)
   
7,137
     
9,441
     
2,450
     
48
     
13,054
     
(17,856
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
546
     
-
     
-
     
-
     
-
     
546
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
6,591
   
$
9,441
   
$
2,450
   
$
48
   
$
13,054
   
$
(18,402
)
                                                 
Adjusted EBITDA2
 
$
41,055
   
$
18,775
   
$
3,337
   
$
719
   
$
21,658
   
$
(3,434
)
 

 



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PAGE 8 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

   
Three Months Ended June 30, 2018   
 
   
(in thousands, unaudited)         
 
                                     
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
115,206
   
$
46,452
   
$
16,380
   
$
6,559
   
$
46,828
   
$
(1,013
)
OPERATING EXPENSES:
                                               
Programming and technical
   
30,375
     
9,868
     
4,249
     
3,354
     
13,094
     
(190
)
Selling, general and administrative
   
40,490
     
18,973
     
9,415
     
5,652
     
7,288
     
(838
)
Corporate selling, general and administrative
   
10,155
     
-
     
782
     
4
     
2,228
     
7,141
 
Stock-based compensation
   
1,125
     
134
     
12
     
13
     
-
     
966
 
Depreciation and amortization
   
8,248
     
848
     
63
     
477
     
6,556
     
304
 
Total operating expenses
   
90,393
     
29,823
     
14,521
     
9,500
     
29,166
     
7,383
 
        Operating income (loss)
   
24,813
     
16,629
     
1,859
     
(2,941
)
   
17,662
     
(8,396
)
INTEREST INCOME
   
17
     
-
     
-
     
-
     
-
     
17
 
INTEREST EXPENSE
   
19,155
     
351
     
-
     
-
     
1,919
     
16,885
 
GAIN ON RETIREMENT OF DEBT
   
(626
)
   
-
     
-
     
-
     
-
     
(626
)
OTHER INCOME, net
   
(2,014
)
   
(220
)
   
-
     
-
     
-
     
(1,794
)
Income (loss) before (benefit from) provision for income taxes and noncontrolling interest in income of subsidiaries
   
8,315
     
16,498
     
1,859
     
(2,941
)
   
15,743
     
(22,844
)
(BENEFIT FROM) PROVISION FOR INCOME TAXES
   
(15,581
)
   
4,047
     
433
     
(239
)
   
3,902
     
(23,724
)
CONSOLIDATED NET INCOME (LOSS)
   
23,896
     
12,451
     
1,426
     
(2,702
)
   
11,841
     
880
 
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
306
     
-
     
-
     
-
     
-
     
306
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
23,590
   
$
12,451
   
$
1,426
   
$
(2,702
)
 
$
11,841
   
$
574
 
                                                 
Adjusted EBITDA2
 
$
38,987
   
$
17,818
   
$
1,934
   
$
(2,435
)
 
$
25,005
   
$
(3,335
)
 




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PAGE 9 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

 
   
Six Months Ended June 30, 2019  
 
   
(in thousands, unaudited)      
 
                                     
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
220,020
   
$
86,061
     
25,743
     
15,110
     
94,253
     
(1,147
)
OPERATING EXPENSES:
                                               
Programming and technical
   
61,427
     
19,820
     
8,080
     
5,538
     
28,906
     
(917
)
Selling, general and administrative
   
77,758
     
37,644
     
12,301
     
9,071
     
18,807
     
(65
)
Corporate selling, general and administrative
   
17,803
     
-
     
1,390
     
1
     
3,142
     
13,270
 
Stock-based compensation
   
711
     
188
     
20
     
28
     
8
     
467
 
Depreciation and amortization
   
11,858
     
1,719
     
118
     
921
     
8,477
     
623
 
Impairment of long-lived assets
   
3,800
     
3,800
     
-
     
-
     
-
     
-
 
Total operating expenses
   
173,357
     
63,171
     
21,909
     
15,559
     
59,340
     
13,378
 
        Operating income (loss)
   
46,663
     
22,890
     
3,834
     
(449
)
   
34,913
     
(14,525
)
INTEREST INCOME
   
86
     
-
     
-
     
-
     
-
     
86
 
INTEREST EXPENSE
   
44,154
     
2,390
     
153
     
142
     
4,337
     
37,132
 
OTHER INCOME, net
   
(3,370
)
   
2
     
-
     
-
     
-
     
(3,372
)
Income (loss) before provision for (benefit from) income taxes and noncontrolling interest in income of subsidiaries
   
5,965
     
20,498
     
3,681
     
(591
)
   
30,576
     
(48,199
)
PROVISION FOR (BENEFIT FROM) INCOME TAXES
   
5,366
     
5,253
     
858
     
2
     
7,667
     
(8,414
)
CONSOLIDATED NET INCOME (LOSS)
   
599
     
15,245
     
2,823
     
(593
)
   
22,909
     
(39,785
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
671
     
-
     
-
     
-
     
-
     
671
 
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
(72
)
 
$
15,245
   
$
2,823
   
$
(593
)
 
$
22,909
   
$
(40,456
)
                                                 
Adjusted EBITDA2
 
$
70,092
   
$
28,899
   
$
3,990
   
$
892
   
$
43,524
   
$
(7,213
)
 
 
 
 
 
 
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PAGE 10 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS

 
   
Six Months Ended June 30, 2018
 
   
(in thousands, unaudited)
 
                                     
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
214,827
   
$
85,965
   
$
22,899
   
$
14,705
   
$
93,014
   
$
(1,756
)
OPERATING EXPENSES:
                                               
Programming and technical
   
62,522
     
19,511
     
8,535
     
6,833
     
27,906
     
(263
)
Selling, general and administrative
   
75,467
     
36,393
     
10,855
     
12,557
     
17,172
     
(1,510
)
Corporate selling, general and administrative
   
19,117
     
-
     
1,540
     
5
     
4,195
     
13,377
 
Stock-based compensation
   
2,501
     
312
     
29
     
72
     
3
     
2,085
 
Depreciation and amortization
   
16,536
     
1,718
     
126
     
953
     
13,113
     
626
 
Impairment of long-lived assets
   
6,556
     
6,556
     
-
     
-
     
-
     
-
 
Total operating expenses
   
182,699
     
64,490
     
21,085
     
20,420
     
62,389
     
14,315
 
        Operating income (loss)
   
32,128
     
21,475
     
1,814
     
(5,715
)
   
30,625
     
(16,071
)
INTEREST INCOME
   
161
     
-
     
-
     
-
     
-
     
161
 
INTEREST EXPENSE
   
38,436
     
688
     
-
     
-
     
3,838
     
33,910
 
GAIN ON RETIREMENT OF DEBT
   
(865
)
   
-
     
-
     
-
     
-
     
(865
)
OTHER INCOME, net
   
(3,915
)
   
(438
)
   
-
     
-
     
-
     
(3,477
)
(Loss) income before (benefit from) provision for income taxes and noncontrolling interest in income of subsidiaries
   
(1,367
)
   
21,225
     
1,814
     
(5,715
)
   
26,787
     
(45,478
)
(BENEFIT FROM) PROVISION FOR INCOME TAXES
   
(2,741
)
   
5,163
     
483
     
(747
)
   
6,606
     
(14,246
)
CONSOLIDATED NET INCOME (LOSS)
   
1,374
     
16,062
     
1,331
     
(4,968
)
   
20,181
     
(31,232
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
339
     
-
     
-
     
-
     
-
     
339
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
1,035
   
$
16,062
   
$
1,331
   
$
(4,968
)
 
$
20,181
   
$
(31,571
)
                                                 
Adjusted EBITDA2
 
$
67,476
   
$
30,424
   
$
1,969
   
$
(3,131
)
 
$
44,925
   
$
(6,711
)
 
 
 
 
 
 
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PAGE 11 -- URBAN ONE, INC. REPORTS SECOND QUARTER RESULTS
 

Urban One, Inc. will hold a conference call to discuss its results for the second fiscal quarter of 2019. The conference call is scheduled for Thursday, August 01, 2019 at 10:00 a.m. EDT. To participate on this call, U.S. callers may dial toll-free 1-800-230-1059; international callers may dial direct (+1) 612-234-9959.

A replay of the conference call will be available from 12:00 p.m. EDT August 01, 2019 until 11:59 a.m. EDT August 08, 2019. Callers may access the replay by calling 1-800-475-6701; international callers may dial direct (+1) 320-365-3844. The replay Access Code is 469279.

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 59 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 one of the nation's largest radio broadcasting companies, Urban One currently owns and/or operates 60 broadcast stations (including all HD stations, translator stations and the low power television station we operate) branded under the tradename "Radio One" in 15 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Tom Joyner Morning Show, the Rickey Smiley Morning Show, the Russ Parr 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. We also have invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George's County, Maryland. 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" consists of net (loss) income before depreciation and amortization, corporate selling, general and administrative expenses, stock-based compensation, income taxes, noncontrolling interest in income (loss) of subsidiaries, interest expense, impairment of long-lived assets, other (income) expense, loss (gain) on retirement of debt, gain on sale-leaseback and interest income. Broadcast and digital operating income is not a measure of financial performance under generally accepted accounting principles. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments because broadcast and digital operating income provides helpful information about our results of operations apart from expenses associated with our fixed assets and long-lived intangible assets, income taxes, investments, debt financings and retirements, overhead, stock-based compensation, impairment charges, and asset sales. 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 used by other companies. Broadcast and digital operating income does not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as an alternative to those measurements as an indicator of our performance. A reconciliation of net income (loss) to broadcast and digital operating income has been provided in this release.

2   "Adjusted EBITDA" consists of net loss plus (1) depreciation, amortization, income taxes, interest expense, noncontrolling interest in (loss) income of subsidiaries, impairment of long-lived assets, stock-based compensation, (gain) loss on retirement of debt, gain on sale-leaseback, Employment Agreement and incentive plan award expenses and other compensation, contingent consideration from acquisition, severance-related costs, cost investment income, less (2) other income and interest income. Net 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 generally accepted accounting principles. However, 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 because Adjusted EBITDA excludes charges for depreciation, amortization and interest expense that have resulted from our acquisitions and debt financing, our taxes, impairment charges, and gain on retirements of debt. Accordingly, we believe that Adjusted EBITDA provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and long-lived intangible assets or capital structure. 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 segments (radio broadcasting, Reach Media, digital and cable television).  Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under generally accepted accounting principles, and should not be considered as alternatives to those measurements as an indicator of our performance. A reconciliation of net income (loss) to EBITDA and Adjusted EBITDA has been provided in this release.

3   For the three months ended June 30, 2019 and 2018, Urban One had 45,061,821 and 46,033,402 shares of common stock outstanding on a weighted average basis (basic), respectively.  For the six months ended June 30, 2019 and 2018, Urban One had 45,175,521 and 46,321,633 shares of common stock outstanding on a weighted average basis (basic), respectively.

4   For the three months ended June 30, 2019 and 2018, Urban One had 45,701,655 and 48,438,693 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.  For the six months ended June 30, 2019 and 2018, Urban One had 45,175,521 and 48,777,798 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.