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): November 12, 2020
URBAN ONE, INC.
(Exact name of Registrant as specified in its charter)
         
Delaware
 
 0-25969
 
52-1166660
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(IRS Employer
Identification No.)

1010 Wayne Avenue
14th Floor
Silver Spring, Maryland 20910
(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
Class A Common Stock, $.001 Par Value
UONE
NASDAQ Capital Market
 
Class D Common Stock, $.001 Par Value
UONEK
NASDAQ Capital Market
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
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.




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 September 30, 2020.  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 November 12, 2020 Urban One, Inc. Reports Third 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, 10-Q, 10-Q/A and other filings with the SEC.
 
 



SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

URBAN ONE, INC.

Date: November 18, 2020               /s/ Peter D. Thompson 
Peter D. Thompson
Chief Financial Officer and Principal Accounting Officer


NEWS RELEASE
November 12, 2020 Contact: Peter D. Thompson, EVP and CFO
FOR IMMEDIATE RELEASE           (301) 429-4638
Washington, DC


URBAN ONE, INC. REPORTS THIRD QUARTER RESULTS

Washington, DC: - Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the quarter ended September 30, 2020. Net revenue was approximately $91.9 million, a decrease of 17.2% from the same period in 2019. Broadcast and digital operating income1 was approximately $44.2 million, an increase of 1.3% from the same period in 2019. The Company reported operating income of approximately $4.0 million for the three months ended September 30, 2020, compared to operating income of approximately $31.1 million for the same period in 2019. Net loss was approximately $12.8 million or $0.29 per share (basic) compared to net income of approximately $5.4 million or $0.12 per share (basic) for the same period in 2019. Adjusted EBITDA2 was approximately $39.6 million for the three months ended September 30, 2020, compared to approximately $38.7 million for the same period in 2019.

Alfred C. Liggins, III, Urban One’s CEO and President stated, “During the third quarter, we saw continued sequential improvements in radio revenues: compared to Q2 2020, our radio segment revenues were up 54.3%. This improvement will continue into fourth quarter, where same station radio division revenues are currently pacing down only mid-single digits compared to Q4 2019 including political advertising. Most remarkably, despite the ongoing impact of the Covid-19 pandemic, we were able to grow our Q3 2020 Adjusted EBITDA by 2.3% compared to Q3 2019 and by 61.3% compared to Q2 2020. This was largely driven by impressive performance in our TV, Digital and Reach Media divisions, all of which grew their Adjusted EBITDA by double digit percentages, or better, year-over-year. During this 2020 election cycle we have seen record-breaking political advertising revenues, in excess of $20 million across our entire platform of radio, digital and TV assets. I believe this reflects the increasing recognition of the importance of our audience, and the trusted platform we provide our clients to reach black America. This strong operating performance will push full year 2020 Adjusted EBITDA guidance into the $125-$130 million range, which will be a tremendous achievement given the economic impact of Covid-19, and is a testament to the dedication and talent of our staff. Our cash and liquidity position remains robust, with approximately $102.2 million of cash on hand at September 30th. We received strong support from lenders for our recent bond exchange offer, which extends the maturity of both our secured notes and unsecured term loan, thereby giving the Company more flexibility to opportunistically access capital markets during the course of 2021. As part of the exchange agreement we will also reduce our outstanding debt by $25 million. We expect year-end 2020 net leverage to be in the range of 6-1-6.3x, which is lower than where we began the year. We recently announced an exchange of radio assets with Entercom Communications Corp, which, combined with the sale of WFUN St. Louis to Gateway Creative Broadcasting for $8 million, will conservatively add over $1 million of pro-forma BCF. We will now have a formidable radio cluster in Charlotte, NC and I am very excited about our prospects in that market.”













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


RESULTS OF OPERATIONS
                       
                         
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
STATEMENT OF OPERATIONS
 
(unaudited)
    (unaudited)    
(unaudited)
    (unaudited)  
   
(in thousands, except share data)
   
(in thousands, except share data)
 
                         
NET REVENUE
 
$
91,912
   
$
111,055
   
$
262,795
   
$
331,075
 
OPERATING EXPENSES
                               
Programming and technical, excluding stock-based compensation
   
24,202
     
31,037
     
75,684
     
93,779
 
Selling, general and administrative, excluding stock-based compensation
   
23,516
     
36,374
     
75,109
     
115,174
 
Corporate selling, general and administrative, excluding stock-based compensation
   
7,893
     
8,053
     
23,365
     
26,245
 
Stock-based compensation
   
794
     
1,881
     
1,455
     
2,592
 
Depreciation and amortization
   
2,489
     
2,593
     
7,419
     
14,451
 
Impairment of long-lived assets
   
29,050
     
-
     
82,700
     
3,800
 
Total operating expenses
   
87,944
     
79,938
     
265,732
     
256,041
 
    Operating income (loss)
   
3,968
     
31,117
     
(2,937
)
   
75,034
 
INTEREST INCOME
   
178
     
45
     
212
     
131
 
INTEREST EXPENSE
   
18,243
     
20,239
     
55,776
     
61,647
 
OTHER INCOME, net
   
(1,684
)
   
(1,299
)
   
(3,282
)
   
(4,669
)
(Loss) income before (benefit from) provision for income taxes and noncontrolling interest in income of subsidiaries
   
(12,413
)
   
12,222
     
(55,219
)
   
18,187
 
(BENEFIT FROM) PROVISION FOR INCOME TAXES
   
(136
)
   
6,535
     
(21,526
)
   
8,342
 
CONSOLIDATED NET (LOSS) INCOME
   
(12,277
)
   
5,687
     
(33,693
)
   
9,845
 
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
495
     
328
     
846
     
999
 
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
(12,772
)
 
$
5,359
   
$
(34,539
)
 
$
8,846
 
                                 
AMOUNTS ATTRIBUTABLE TO COMMON STOCKHOLDERS
                 
CONSOLIDATED NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
(12,772
)
 
$
5,359
   
$
(34,539
)
 
$
8,846
 
                                 
Weighted average shares outstanding - basic3
   
44,175,385
     
44,315,077
     
44,738,635
     
44,912,673
 
Weighted average shares outstanding - diluted4
   
44,175,385
     
46,118,702
     
44,738,635
     
46,965,245
 






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PAGE 3 -- URBAN ONE, INC. REPORTS THIRD QUARTER RESULTS


                         
   
Three Months Ended September 30,
   
Nine Months Ended September 30,
 
   
2020
   
2019
   
2020
   
2019
 
PER SHARE DATA - basic and diluted:
 
(unaudited)
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
   
(in thousands, except per share data)
   
(in thousands, except per share data)
 
                         
    Consolidated net (loss) income attributable to common stockholders (basic)
 
$
(0.29
)
 
$
0.12
   
$
(0.77
)
 
$
0.20
 
                                 
    Consolidated net (loss) income attributable to common stockholders (diluted)
 
$
(0.29
)
 
$
0.12
   
$
(0.77
)
 
$
0.19
 
                                 
SELECTED OTHER DATA
                               
    Broadcast and digital operating income 1
 
$
44,194
   
$
43,644
   
$
112,002
   
$
122,122
 
    Broadcast and digital operating income margin (% of net revenue)
   
48.1
%
   
39.3
%
   
42.6
%
   
36.9
%
                                 
Broadcast and digital operating income reconciliation:
                               
                                 
    Consolidated net (loss) income attributable to common stockholders
 
$
(12,772
)
 
$
5,359
   
$
(34,539
)
 
$
8,846
 
    Add back non-broadcast and digital operating income items included in consolidated net (loss) income:
 
        Interest income
   
(178
)
   
(45
)
   
(212
)
   
(131
)
        Interest expense
   
18,243
     
20,239
     
55,776
     
61,647
 
        (Benefit from) provision for income taxes
   
(136
)
   
6,535
     
(21,526
)
   
8,342
 
        Corporate selling, general and administrative expenses
   
7,893
     
8,053
     
23,365
     
26,245
 
        Stock-based compensation
   
794
     
1,881
     
1,455
     
2,592
 
        Other income, net
   
(1,684
)
   
(1,299
)
   
(3,282
)
   
(4,669
)
        Depreciation and amortization
   
2,489
     
2,593
     
7,419
     
14,451
 
        Noncontrolling interest in income of subsidiaries
   
495
     
328
     
846
     
999
 
        Impairment of long-lived assets
   
29,050
     
-
     
82,700
     
3,800
 
        Broadcast and digital operating income
 
$
44,194
   
$
43,644
   
$
112,002
   
$
122,122
 
                                 
Adjusted EBITDA2
 
$
39,568
   
$
38,671
   
$
96,365
   
$
106,017
 
                                 
Adjusted EBITDA reconciliation:
                               
                                 
    Consolidated net (loss) income attributable to common stockholders
 
$
(12,772
)
 
$
5,359
   
$
(34,539
)
 
$
8,846
 
        Interest income
   
(178
)
   
(45
)
   
(212
)
   
(131
)
        Interest expense
   
18,243
     
20,239
     
55,776
     
61,647
 
        (Benefit from) provision for income taxes
   
(136
)
   
6,535
     
(21,526
)
   
8,342
 
        Depreciation and amortization
   
2,489
     
2,593
     
7,419
     
14,451
 
        EBITDA
 
$
7,646
   
$
34,681
   
$
6,918
   
$
93,155
 
        Stock-based compensation
   
794
     
1,881
     
1,455
     
2,592
 
        Other income, net
   
(1,684
)
   
(1,299
)
   
(3,282
)
   
(4,669
)
        Noncontrolling interest in income of subsidiaries
   
495
     
328
     
846
     
999
 
        Employment Agreement Award, incentive plan award expenses and other compensation
   
1,008
     
860
     
2,318
     
3,576
 
        Contingent consideration from acquisition
   
5
     
53
     
(1
)
   
219
 
        Severance-related costs
   
559
     
358
     
2,145
     
1,178
 
        Cost method investment income from MGM National Harbor
   
1,695
     
1,809
     
3,266
     
5,167
 
        Impairment of long-lived assets
   
29,050
     
-
     
82,700
     
3,800
 
        Adjusted EBITDA
 
$
39,568
   
$
38,671
   
$
96,365
   
$
106,017
 

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


    
September 30, 2020
   
December 31, 2019
 
    
(unaudited)
       
    
(in thousands)
 
SELECTED BALANCE SHEET DATA:
           
Cash and cash equivalents and restricted cash
 
$
102,696
   
$
33,546
 
Intangible assets, net
   
795,856
     
881,708
 
Total assets
   
1,210,537
     
1,249,919
 
Total debt (including current portion, net of original issue discount and issuance costs)
   
877,125
     
876,253
 
Total liabilities
   
1,036,995
     
1,056,280
 
Total stockholders' equity
   
162,425
     
183,075
 
Redeemable noncontrolling interest
   
11,117
     
10,564
 
                 
    
September 30, 2020
   
Applicable Interest Rate
 
    
(in thousands)
         
SELECTED LEVERAGE DATA:
               
2017 Credit Facility, net of original issue discount and issuance costs of approximately $4.2 million (subject to variable rates) (a)
 
$
313,923
     
5.00
%
7.375% senior secured notes due April 2022, net of original issue discount and issuance costs of approximately $1.7 million (fixed rate)
   
348,315
     
7.375
%
2018 Credit Facility, net of original issue discount and issuance costs of approximately $2.9 million (fixed rate)
   
131,789
     
12.875
%
MGM National Harbor Loan, net of original issue discount and issuance costs of approximately $1.7 million (fixed rate)
   
55,598
     
11.00
%
Asset-backed credit facility (subject to variable rates) (a)
   
27,500
     
2.40
%

(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, 10-Q/A, 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 THIRD QUARTER RESULTS


Beginning in March 2020, the Company noted that the COVID-19 pandemic and the resulting government stay at home orders across the markets in which we operate were dramatically impacting certain of the Company's revenues. Most notably, a number of advertisers across significant advertising categories have reduced or ceased advertising spend due to the outbreak and stay at home orders which effectively shut many businesses down.  This has been particularly true within our radio segment which derives substantial revenue from local advertisers who have been particularly hard hit due to social distancing and government interventions. Further, the COVID-19 outbreak has caused the postponement of our 2020 Tom Joyner Foundation Fantastic Voyage cruise and impaired ticket sales of other tent pole special events, some of which we had to cancel. We do not carry business interruption insurance to compensate us for losses that may occur as a result of any of these interruptions and continued impacts from the COVID-19 outbreak. Continued or future outbreaks and/or the speed at which businesses reopen (or reclose) in the markets in which we operate could have material impacts on our liquidity and/or operations including causing potential impairment of assets and of our financial 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 September 30,
         
  2020
  2019
  $ Change
  % Change
 
  (Unaudited)
       
   (in thousands)
       
Net Revenue:
               
Radio Advertising
 
$
34,919
   
$
50,813
   
$
(15,894
)
   
-31.3
%
Political Advertising
   
4,324
     
300
     
4,024
     
1341.3
%
Digital Advertising
   
8,121
     
8,171
     
(50
)
   
-0.6
%
Cable Television Advertising
   
19,603
     
20,649
     
(1,046
)
   
-5.1
%
Cable Television Affiliate Fees
   
24,421
     
25,330
     
(909
)
   
-3.6
%
Event Revenues & Other
   
524
     
5,792
     
(5,268
)
   
-91.0
%
                                 
Net Revenue (as reported)
 
$
91,912
   
$
111,055
   
$
(19,143
)
   
-17.2
%

Net revenue decreased to approximately $91.9 million for the quarter ended September 30, 2020, from approximately $111.1 million for the same period in 2019. The decrease in net revenue was due primarily to the COVID-19 pandemic which continued to weaken demand for advertising in general, impaired ticket sales and caused the postponement or cancellation of major tent pole special events. Net revenues from our radio broadcasting segment decreased 31.9% compared to the same period in 2019. Based on reports prepared by the independent accounting firm Miller, Kaplan, Arase & Co., LLP (“Miller Kaplan”), the markets we operate in (excluding Richmond and Raleigh, both of which no longer participate in Miller Kaplan) decreased 30.0% in total revenues. With the exception of our Philadelphia market, we experienced net revenue declines in all of our radio markets for the quarter, primarily due to lower advertising sales. We recognized approximately $44.7 million of revenue from our cable television segment during the three months ended September 30, 2020, compared to approximately $46.0 million for the same period in 2019 due to decreases in both advertising and affiliate sales. Net revenue from our Reach Media segment decreased approximately $3.2 million for the quarter ended September 30, 2020, compared to the same period in 2019 due primarily to the cancellation of special events. Finally, net revenues for our digital segment increased $281,000 for the three months ended September 30, 2020, compared to the same period in 2019.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, decreased to approximately $55.6 million for the quarter ended September 30, 2020, down 26.3% from the approximately $75.5 million incurred for the comparable quarter in 2019. The overall operating expense decrease was driven by lower programming and technical expenses, lower selling, general and administrative expenses and lower corporate selling, general and administrative expenses across all of our divisions. Due to COVID-19, all special events scheduled to take place during the quarter were either cancelled or postponed to a later date, for a savings in special events expense of approximately $4.6 million.


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


During the quarter ended September 30, 2020, we saved approximately $6.8 million in employee compensation expense reductions through a combination of layoffs, furloughs and pay cuts. We have also incurred savings of approximately $1.0 million in reduced or delayed marketing spend, $2.6 million in lower programming content amortization, $1.6 million in contract labor, talent costs and consulting/professional fees and $1.4 million in reduced travel and office expenses.  In addition, there were lower variable expenses such as commissions and rep fees, traffic acquisition costs and music license fees of approximately $1.8 million.

Depreciation and amortization expense decreased to approximately $2.5 million for the quarter ended September 30, 2020, compared to approximately $2.6 million for the same quarter in 2019.

Interest expense decreased to approximately $18.2 million for the quarter ended September 30, 2020, compared to approximately $20.2 million for the same period in 2019. The Company made cash interest payments of approximately $9.2 million on its outstanding debt for the quarter September 30, 2020, compared to cash interest payments of approximately $11.7 million on its outstanding debt for the quarter ended September 30, 2019. As of September 30, 2020, the Company had approximately $27.5 million in borrowings outstanding on its ABL Facility.

The impairment of long-lived assets for the three months ended September 30, 2020, was related to a non-cash impairment charge of approximately $10.0 million recorded to reduce the carrying value of our Atlanta and Indianapolis market goodwill balances and a charge of approximately $19.1 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia and Raleigh radio market broadcasting licenses. 

During the three months ended September 30, 2020, the benefit from income taxes was $136,000 compared to the provision for income taxes approximately $6.5 million for the three months ended September 30, 2019. The decrease in the provision for income taxes was primarily due to the application of the actual effective tax rate for the year to date and a pre-tax loss of approximately $12.4 million during the quarter. For the three months ended September 30, 2019, we recorded a provision for income taxes of approximately $6.5 million on pre-tax income from continuing operations of approximately $12.2 million, which results in a tax rate of 53.5%. The tax rate for the third quarter of 2019 is based on an estimated annual effective tax rate of 35.5%, and discrete tax provision adjustments of approximately $1.9 million primarily due to provision to return adjustments related to state apportionment.  The tax provision resulted in an effective tax rate of 1.1% and 53.5% for the three months ended September 30, 2020 and 2019, respectively. The Company paid $509,000 and $458,000 in taxes for the quarters ended September 30, 2020 and 2019, respectively.

Other income, net, was approximately $1.7 million and approximately $1.3 million for the three months ended September 30, 2020 and 2019, respectively. We recognized other income in the amount of approximately $1.7 million and $1.8 million for the three months ended September 30, 2020 and 2019, respectively, related to our MGM investment. We recognized a loss of $509,000 for the three months ended September 30, 2019 related to the sale of its remaining Detroit station and translators.

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 September 30, 2020 compared to the three months ended September 30, 2019.

Other pertinent financial information includes capital expenditures of $526,000 and approximately $1.8 million for the quarters ended September 30, 2020 and 2019, respectively. 

During the three months ended September 30, 2020, the Company did not repurchase any shares of Class A or Class D common stock. During the three months ended September 30, 2019, the Company repurchased 6,345 shares of Class A common stock in the amount of $14,000 and repurchased 448,742 shares of Class D common stock in the amount of $975,000.  

The Company, in connection with its prior 2009 stock option and restricted stock plan and its current 2019 Equity and Performance Incentive Plan (the “2019 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 September 30, 2020, the Company executed a Stock Vest Tax Repurchase of 3,195 shares of Class D Common Stock in the amount of $6,000. During the three months ended September 30, 2019, the Company executed a Stock Vest Tax Repurchase of 13,264 shares of Class D Common Stock in the amount of $25,000.





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


On August 18, 2020, the Company entered into an Open Market Sales Agreement with Jefferies LLC (“Jefferies”) under which the Company may offer and sell, from time to time at its sole discretion, (the “Current ATM Program”) shares of its Class A common stock, par value $0.001 per share (the “Class A Shares”) up to an aggregate offering price of $25 million. Jefferies is acting as sales agent for the Current ATM Program. In August 2020, the Company issued 2,859,276 shares of its Class A Shares at a weighted average price of $5.39 for approximately $14.8 million of net proceeds after associated fees and expenses.  While the Company still has Class A Shares available for issuance under the Current ATM Program, the Company may also enter into new additional ATM programs and issue additional common stock from time to time under those programs.

On October 2, 2020, a private offer to certain eligible noteholders to exchange (the “Exchange Offer”) any and all of its outstanding $350.0 million aggregate principal amount of 7.375% Senior Secured Notes due 2022 (the “Existing Notes”) for newly issued 8.75% Senior Secured Notes due 2022 (the “New Notes”) commenced. As of the expiration date, October 30, 2020, an aggregate of $347.0 million principal amount of Existing Notes were validly tendered and not validly withdrawn. Eligible holders who validly tendered and did not validly withdraw their Existing Notes received the early participation payments and accrued and unpaid interest in cash on their Existing Notes accepted for exchange to, but not including, the Settlement Date for the Exchange Offer. In connection with the settlement of the Exchange Offer and Consent Solicitation, on November 9, 2020, the Company issued $347,016,000 aggregate principal amount of the New Notes.

Supplemental Financial Information:
For comparative purposes, the following more detailed, unaudited statements of operations for the three and nine months ended September 30, 2020 and 2019 are included.



























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


    Three Months Ended September 30, 2020
 
    (in thousands)
 
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
91,912
   
$
31,645
   
$
7,751
   
$
8,451
   
$
44,746
   
$
(681
)
OPERATING EXPENSES:
                                               
Programming and technical
   
24,202
     
8,128
     
2,758
     
2,340
     
11,343
     
(367
)
Selling, general and administrative
   
23,516
     
12,137
     
1,271
     
4,514
     
5,870
     
(276
)
Corporate selling, general and administrative
   
7,893
     
-
     
603
     
6
     
1,207
     
6,077
 
Stock-based compensation
   
794
     
103
     
-
     
-
     
-
     
691
 
Depreciation and amortization
   
2,489
     
759
     
59
     
483
     
934
     
254
 
Impairment of long-lived assets
   
29,050
     
29,050
     
-
     
-
     
-
     
-
 
Total operating expenses
   
87,944
     
50,177
     
4,691
     
7,343
     
19,354
     
6,379
 
    Operating income (loss)
   
3,968
     
(18,532
)
   
3,060
     
1,108
     
25,392
     
(7,060
)
INTEREST INCOME
   
178
     
-
     
-
     
-
     
178
     
-
 
INTEREST EXPENSE
   
18,243
     
-
     
-
     
79
     
1,919
     
16,245
 
OTHER INCOME, net
   
(1,684
)
   
-
     
-
     
-
     
-
     
(1,684
)
(Loss) income before (benefit from) provision for income taxes and noncontrolling interest in income of subsidiaries
   
(12,413
)
   
(18,532
)
   
3,060
     
1,029
     
23,651
     
(21,621
)
(BENEFIT FROM) PROVISION FOR INCOME TAXES
   
(136
)
   
(1,820
)
   
746
     
-
     
5,931
     
(4,993
)
CONSOLIDATED NET (LOSS) INCOME
   
(12,277
)
   
(16,712
)
   
2,314
     
1,029
     
17,720
     
(16,628
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
495
     
-
     
-
     
-
     
-
     
495
 
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
(12,772
)
 
$
(16,712
)
 
$
2,314
   
$
1,029
   
$
17,720
   
$
(17,123
)
                                                 
Adjusted EBITDA2
 
$
39,568
   
$
11,743
   
$
3,221
   
$
1,574
   
$
26,360
   
$
(3,330
)




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


    Three Months Ended September 30, 2019    
    (in thousands, unaudited)    
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
111,055
   
$
46,467
   
$
10,917
   
$
8,170
   
$
45,981
   
$
(480
)
OPERATING EXPENSES:
                                               
Programming and technical
   
31,037
     
10,240
     
4,070
     
2,899
     
14,268
     
(440
)
Selling, general and administrative
   
36,374
     
19,274
     
4,411
     
4,619
     
8,177
     
(107
)
Corporate selling, general and administrative
   
8,053
     
-
     
518
     
1
     
1,476
     
6,058
 
Stock-based compensation
   
1,881
     
262
     
12
     
11
     
-
     
1,596
 
Depreciation and amortization
   
2,593
     
791
     
60
     
474
     
953
     
315
 
Total operating expenses
   
79,938
     
30,567
     
9,071
     
8,004
     
24,874
     
7,422
 
    Operating income (loss)
   
31,117
     
15,900
     
1,846
     
166
     
21,107
     
(7,902
)
INTEREST INCOME
   
45
     
-
     
-
     
-
     
-
     
45
 
INTEREST EXPENSE
   
20,239
     
337
     
-
     
-
     
1,919
     
17,983
 
OTHER (INCOME) EXPENSE, net
   
(1,299
)
   
515
     
-
     
-
     
-
     
(1,814
)
Income (loss) before provision for (benefit from) income taxes and noncontrolling interest in income of subsidiaries
   
12,222
     
15,048
     
1,846
     
166
     
19,188
     
(24,026
)
PROVISION FOR (BENEFIT FROM) INCOME TAXES
   
6,535
     
3,869
     
485
     
(13
)
   
4,892
     
(2,698
)
CONSOLIDATED NET INCOME (LOSS)
   
5,687
     
11,179
     
1,361
     
179
     
14,296
     
(21,328
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
328
     
-
     
-
     
-
     
-
     
328
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
5,359
   
$
11,179
   
$
1,361
   
$
179
   
$
14,296
   
$
(21,656
)
                                                 
Adjusted EBITDA2
 
$
38,671
   
$
17,116
   
$
1,918
   
$
710
   
$
22,101
   
$
(3,174
)


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PAGE 10 -- URBAN ONE, INC. REPORTS THIRD QUARTER RESULTS


    Nine Months Ended September 30, 2020  
    (in thousands, unaudited)  
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
262,795
   
$
87,066
   
$
20,709
   
$
20,844
   
$
136,003
   
$
(1,827
)
OPERATING EXPENSES:
                                               
Programming and technical
   
75,684
     
25,604
     
9,144
     
7,902
     
34,163
     
(1,129
)
Selling, general and administrative
   
75,109
     
41,555
     
4,324
     
11,845
     
18,022
     
(637
)
Corporate selling, general and administrative
   
23,365
     
-
     
1,941
     
25
     
3,587
     
17,812
 
Stock-based compensation
   
1,455
     
214
     
59
     
6
     
-
     
1,176
 
Depreciation and amortization
   
7,419
     
2,266
     
178
     
1,248
     
2,817
     
910
 
Impairment of long-lived assets
   
82,700
     
82,700
     
-
     
-
     
-
     
-
 
Total operating expenses
   
265,732
     
152,339
     
15,646
     
21,026
     
58,589
     
18,132
 
    Operating (loss) income
   
(2,937
)
   
(65,273
)
   
5,063
     
(182
)
   
77,414
     
(19,959
)
INTEREST INCOME
   
212
     
-
     
-
     
-
     
178
     
34
 
INTEREST EXPENSE
   
55,776
     
3
     
-
     
238
     
5,756
     
49,779
 
OTHER INCOME, net
   
(3,282
)
   
(1
)
   
-
     
-
     
-
     
(3,281
)
(Loss) income before (benefit from) provision for income taxes and noncontrolling interest in income of subsidiaries
   
(55,219
)
   
(65,275
)
   
5,063
     
(420
)
   
71,836
     
(66,423
)
(BENEFIT FROM) PROVISION FOR INCOME TAXES
   
(21,526
)
   
(11,693
)
   
1,320
     
-
     
17,972
     
(29,125
)
CONSOLIDATED NET (LOSS) INCOME
   
(33,693
)
   
(53,582
)
   
3,743
     
(420
)
   
53,864
     
(37,298
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
846
     
-
     
-
     
-
     
-
     
846
 
NET (LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
(34,539
)
 
$
(53,582
)
 
$
3,743
   
$
(420
)
 
$
53,864
   
$
(38,144
)
                                                 
Adjusted EBITDA2
 
$
96,365
   
$
21,307
   
$
5,601
   
$
1,283
   
$
80,335
   
$
(12,161
)




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PAGE 11 -- URBAN ONE, INC. REPORTS THIRD QUARTER RESULTS


    Nine Months Ended September 30, 2019
 
    (in thousands, unaudited)
 
                                     
         
Radio
   
Reach
         
Cable
   
Corporate/
 
   
Consolidated
   
Broadcasting
   
Media
   
Digital
   
Television
   
Eliminations
 
                                     
STATEMENT OF OPERATIONS:
                                   
                                     
NET REVENUE
 
$
331,075
   
$
132,528
   
$
36,660
   
$
23,280
   
$
140,234
   
$
(1,627
)
OPERATING EXPENSES:
                                               
Programming and technical
   
93,779
     
31,131
     
12,150
     
8,438
     
43,417
     
(1,357
)
Selling, general and administrative
   
115,174
     
57,561
     
16,712
     
13,831
     
27,241
     
(171
)
Corporate selling, general and administrative
   
26,245
     
-
     
2,062
     
2
     
4,617
     
19,564
 
Stock-based compensation
   
2,592
     
450
     
31
     
39
     
9
     
2,063
 
Depreciation and amortization
   
14,451
     
2,510
     
178
     
1,395
     
9,430
     
938
 
Impairment of long-lived assets
   
3,800
     
3,800
     
-
     
-
     
-
     
-
 
Total operating expenses
   
256,041
     
95,452
     
31,133
     
23,705
     
84,714
     
21,037
 
    Operating income (loss)
   
75,034
     
37,076
     
5,527
     
(425
)
   
55,520
     
(22,664
)
INTEREST INCOME
   
131
     
-
     
-
     
-
     
-
     
131
 
INTEREST EXPENSE
   
61,647
     
1,012
     
-
     
-
     
5,757
     
54,878
 
OTHER (INCOME) EXPENSE, net
   
(4,669
)
   
517
     
-
     
-
     
-
     
(5,186
)
Income (loss) before provision for (benefit from) income taxes and noncontrolling interest in income of subsidiaries
   
18,187
     
35,547
     
5,527
     
(425
)
   
49,763
     
(72,225
)
PROVISION FOR (BENEFIT FROM) INCOME TAXES
   
8,342
     
9,121
     
1,343
     
(10
)
   
12,559
     
(14,671
)
CONSOLIDATED NET INCOME (LOSS)
   
9,845
     
26,426
     
4,184
     
(415
)
   
37,204
     
(57,554
)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
   
999
     
-
     
-
     
-
     
-
     
999
 
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS
 
$
8,846
   
$
26,426
   
$
4,184
   
$
(415
)
 
$
37,204
   
$
(58,553
)
                                                 
Adjusted EBITDA2
 
$
106,017
   
$
44,301
   
$
5,754
   
$
1,459
   
$
65,125
   
$
(10,622
)




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PAGE 12 -- URBAN ONE, INC. REPORTS THIRD QUARTER RESULTS


Urban One, Inc. will hold a conference call to discuss its results for the third fiscal quarter of 2020. The conference call is scheduled for Thursday, November 12, 2020 at 10:00 a.m. EST. To participate on this call, U.S. callers may dial toll-free 1-877-226-8152; international callers may dial direct (+1) 234-720-6982. The Access Code is 163684.

A replay of the conference call will be available from 1:00 p.m. EST November 12, 2020 until 12:00 a.m. EST November 15, 2020. Callers may access the replay by calling 1-866-207-1041; international callers may dial direct (+1) 402-970-0847. The replay Access Code is 8586903.

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 of October 2020, Urban One currently owns and/or operates 61 broadcast stations (including all HD stations, translator stations and the low power television stations we operate) branded under the tradename “Radio One” in 14 urban 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, 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 September 30, 2020 and 2019, Urban One had 44,175,385 and 44,315,077 shares of common stock outstanding on a weighted average basis (basic), respectively. For the nine months ended September 30, 2020 and 2019, Urban One had 44,738,635 and 44,912,673 shares of common stock outstanding on a weighted average basis (basic), respectively.

4   For the three months ended September 30, 2020 and 2019, Urban One had 44,175,385 and 46,118,702 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively. For the nine months ended September 30, 2020 and 2019, Urban One had 44,738,635 and 46,965,245 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.