Delaware		0-25969		52-1166660
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(IRS Employer Identification No.)

☐	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))

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

NEWS RELEASE

Washington, DC

URBAN ONE, INC. REPORTS FIRST QUARTER RESULTS

Washington, DC: - Urban One, Inc. (NASDAQ: UONEK and UONE) today reported its results for the quarter ended March 31, 2021. Net revenue was approximately $91.4 million, a decrease of 3.6% from the same period in 2020. Broadcast and digital operating income¹ was approximately $36.4 million, a decrease of 3.3% from the same period in 2020. The Company reported operating income of approximately $23.8 million for the three months ended March 31, 2021, compared to an operating loss of approximately $27.3 million for the three months ended March 31, 2020. Net income was $7,000 or $0.00 per share (basic) compared to a net loss of approximately $23.2 million or $0.51 per share (basic) for the same period in 2020. Adjusted EBITDA² was approximately $28.8 million for the three months ended March 31, 2021, compared to approximately $32.3 million for the same period in 2020.

Alfred C. Liggins, III, Urban One’s CEO and President stated, “Normalizing for approximately $1.4 million of Richmond gaming chase costs, which were one-time in nature, our Adjusted EBITDA was down approximately 6.3% year over year, which was encouraging in the context of pre-COVID radio comparatives for January and February and a lack of political revenues. It is worth noting that compared to Q1 2019, which was a pre-pandemic and off-cycle political quarter, our Adjusted EBITDA was up by approximately 4.1% (and by 9.1% after normalizing for the Richmond gaming project). Our core radio advertising was down approximately 13.7% for the quarter, with January -28.4%, February -19.9% and March +8.8%. Currently for second quarter, core radio is pacing up over 70%, with April finishing at +89%. Our digital business had another strong quarter, with revenues up 64.6% and Adjusted EBITDA up by approximately $3.2 million. Cable TV revenues were down 2.6%, but Adjusted EBITDA of approximately $24.8 million was 14.5% higher than Q1 2019 (approximately $21.7 million), which is a more realistic comparison than the COVID-impacted Q1 2020, during which content production and marketing were effectively shut-off. Under the circumstances, we delivered a solid first quarter, and I anticipate further sequential improvements in Q2.”

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

		Three Months Ended March 31,
		2021				2020
PER SHARE DATA - basic and diluted:		(unaudited)				(unaudited)
		(in thousands, except per share data)
Consolidated net income (loss) attributable to common stockholders (basic)		$	0.00			$	(0.51	)
Consolidated net income (loss) attributable to common stockholders (diluted)		$	0.00			$	(0.51	)
SELECTED OTHER DATA
Broadcast and digital operating income 1		$	36,394			$	37,636
Broadcast and digital operating income margin (% of net revenue)			39.8	%			39.7	%
Broadcast and digital operating income reconciliation:
Consolidated net income (loss) attributable to common stockholders		$	7			$	(23,187	)
Add back non-broadcast and digital operating income items included in consolidated net income (loss):
Interest income			(4	)			(8	)
Interest expense			18,045				19,138
Benefit from income taxes			(10	)			(21,855	)
Corporate selling, general and administrative expenses			10,120				8,332
Stock-based compensation			253				393
Loss on retirement of debt			6,949				-
Other income, net			(1,684	)			(1,504	)
Depreciation and amortization			2,264				2,548
Noncontrolling interest in income of subsidiaries			454				129
Impairment of long-lived assets			-				53,650
Broadcast and digital operating income		$	36,394			$	37,636
Adjusted EBITDA2		$	28,845			$	32,260
Adjusted EBITDA reconciliation:
Consolidated net income (loss) attributable to common stockholders		$	7			$	(23,187	)
Interest income			(4	)			(8	)
Interest expense			18,045				19,138
Benefit from income taxes			(10	)			(21,855	)
Depreciation and amortization			2,264				2,548
EBITDA		$	20,302			$	(23,364	)
Stock-based compensation			253				393
Loss on retirement of debt			6,949				-
Other income, net			(1,684	)			(1,504	)
Noncontrolling interest in income of subsidiaries			454				129
Employment Agreement Award, incentive plan award expenses and other compensation			597				1,212
Contingent consideration from acquisition			40				(72	)
Severance-related costs			263				326
Cost method investment income from MGM National Harbor			1,671				1,490
Impairment of long-lived assets			-				53,650
Adjusted EBITDA		$	28,845			$	32,260

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		March 31, 2021				December 31, 2020
		(unaudited)
		(in thousands)
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents and restricted cash		$	57,287			$	73,858
Intangible assets, net			763,180				764,858
Total assets			1,168,751				1,195,487
Total debt (including current portion, net of issuance costs)			809,857				842,286
Total liabilities			957,185				995,888
Total stockholders' equity			198,831				186,898
Redeemable noncontrolling interest			12,735				12,701
		March 31, 2021				Applicable Interest Rate
		(unaudited)
		(in thousands)
SELECTED LEVERAGE DATA:
7.375% senior secured notes due February 2028, net of issuance costs of approximately $15.1 million (fixed rate)		$	809,857				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, 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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The COVID-19 pandemic continues to have an impact on certain of our revenue and alternative revenue sources. Most notably, a number of advertisers across significant advertising categories reduced advertising spend due to the outbreak. This was particularly true within our radio segment which derives substantial revenue from local advertisers, including in areas such as Texas, Ohio and Georgia. The economies in these areas were hit particularly hard due to social distancing and other government interventions. Further, the COVID-19 outbreak 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 and such losses may continue to occur as a result of the ongoing nature of the COVID-19 pandemic. Continued or new outbreaks or surges in new cases due to variants in the markets in which we operate could have material impacts on our liquidity, operations including potential impairment of assets, and our financial results.  Likewise, our income from our investment in MGM National Harbor Casino has been negatively affected by closures and limitations on occupancy imposed by state and local governmental authorities.

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.

Net revenue decreased to approximately $91.4 million for the quarter ended March 31, 2021, from approximately $94.9 million for the same period in 2020. Net revenues from our radio broadcasting segment decreased 20.4% compared to the same period in 2020. The decrease in net revenue in our radio broadcasting segment was due primarily to the economic impacts of the COVID-19 pandemic which began in March 2020, thus impacting only a part of the three month period ended March 31, 2020, but impacting the entire comparable period in 2021. 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 13.4% in total revenues With the exception of our Charlotte market, we experienced net revenue declines in all of our radio markets, primarily due to lower advertising sales. The increase in Charlotte was driven by the previously announced asset swap with Entercom and operation of the additional stations in that market under the LMA providing for the operation of the stations prior to closing under that asset exchange agreement. Net revenue excluding political, from our radio broadcasting segment decreased 17.7% compared to the same period in 2020. We recognized approximately $46.2 million of revenue from our cable television segment during the three months ended March 31, 2021, compared to approximately $47.5 million for the same period in 2020. Net revenue from our Reach Media segment increased 16.9% for the quarter ended March 31, 2021, compared to the same period in 2020. Finally, net revenues for our digital segment increased approximately $4.1 million for the three months ended March 31, 2021, compared to the same period in 2020, primarily due to an increase in direct revenues.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of long-lived assets, decreased to approximately $65.2 million for the quarter ended March 31, 2021, down 0.6% from the approximately $65.6 million incurred for the comparable quarter in 2020. The overall operating expense decrease was driven by lower programming and technical expenses, which was partially offset by higher selling, general and administrative expenses and corporate selling, general and administrative expenses.

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During the quarter ended March 31, 2021, we saved approximately $1.0 million in employee compensation expenses and $654,000 in reduced travel and office expenses due to our cost savings initiatives. We also saved approximately $1.1 million in lower program content amortization expense at our cable television segment. These savings were offset by an increase of approximately $1.3 million in marketing spend. Finally, the increase in corporate selling, general and administrative expenses for the three months ended March 31, 2021, compared to the same period in 2020 is primarily due to an increase in expenses of approximately $1.4 million related to corporate development activities related to potential gaming and other similar business activities.

Depreciation and amortization expense decreased to approximately $2.3 million for the quarter ended March 31, 2021, compared to approximately $2.5 million for the quarter ended March 31, 2020.

Interest expense decreased to approximately $18.0 million for the quarter ended March 31, 2021, compared to approximately $19.1 million for the quarter ended March 31, 2020. The Company made cash interest payments of approximately $13.9 million on its outstanding debt for the quarter ended March 31, 2021, compared to cash interest payments of approximately $13.9 million on its outstanding debt for the quarter ended March 31, 2020. As of March 31, 2020, the Company had approximately $27.5 million in borrowings outstanding on its ABL Facility. There was no balance outstanding on March 31, 2021. As previously announced, on January 25, 2021, the Company closed on a new senior secured notes (the “2028 Notes”). The proceeds from the 2028 Notes were used to prepay in full (1) the 2017 Credit Facility, (2) the 2018 Credit Facility, (3) the MGM National Harbor Loan; (4) the remaining amounts of our 7.375% Notes, and (5) our 8.75% Notes that were issued in the November 2020 Exchange Offer. There was a net loss on retirement of debt of approximately $6.9 million for the quarter ended March 31, 2021 associated with these transactions.

The impairment of long-lived assets for the three months ended March 31, 2020, was related to a non-cash impairment charge of approximately $5.9 million recorded to reduce the carrying value of our Atlanta and Indianapolis market goodwill balances and a charge of approximately $47.7 million associated with our Atlanta, Cincinnati, Dallas, Houston, Indianapolis, Philadelphia, Raleigh, Richmond and St. Louis radio market broadcasting licenses. 

During the three months ended March 31, 2021, the benefit from income taxes decreased to $10,000 compared to approximately $21.9 million for the three months ended March 31, 2020. The decrease in the benefit from income taxes was primarily due to the application of the estimated annual effective tax rate for the year to date and pre-tax income of $451,000 during the quarter, and discrete tax provision adjustments for excess tax benefits related to restricted stock units. For the three months ended March 31, 2020, the benefit from income taxes was approximately $21.9 million. The increase in the benefit from income taxes was primarily due to the application of the actual effective tax rate for the year to date and pre-tax loss of approximately $44.9 million during the quarter, and discrete tax provision adjustments to previously unrecognized deferred tax assets that the Company believes it can now benefit from in future periods. The Company received a refund of taxes of $32,000 for the quarter ended March 31, 2021 and did not pay taxes for the quarter ended March 31, 2020.

Other income, net, was approximately $1.7 million and $1.5 million for the three months ended March 31, 2021 and 2020, respectively. We recognized other income in the amount of approximately $1.7 million and $1.5 million for the three months ended March 31, 2021 and 2020, respectively, related to our 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 March 31, 2021 compared to the three months ended March 31, 2020.

Other pertinent financial information includes capital expenditures of $804,000 and approximately $1.4 million for the quarters ended March 31, 2021 and 2020, respectively. 

During the three months ended March 31, 2021 and 2020, the Company did not repurchase any shares of Class A or Class D common stock.

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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 March 31, 2021, the Company executed a Stock Vest Tax Repurchase of 495,296 shares of Class D Common Stock in the amount of $872,000. During the three months ended March 31, 2020, the Company executed a Stock Vest Tax Repurchase of 547,801 shares of Class D Common Stock in the amount of approximately $1.0 million.

Other Matters

Supplemental Financial Information:

For comparative purposes, the following more detailed, unaudited statements of operations for the three months ended March 31, 2021 and 2020 are included.

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		Three Months Ended March 31, 2021
		(in thousands, unaudited)
						Radio				Reach								Cable				Corporate/
		Consolidated				Broadcasting				Media				Digital				Television				Eliminations
STATEMENT OF OPERATIONS:
NET REVENUE		$	91,440			$	27,788			$	7,816			$	10,355			$	46,241			$	(760	)
OPERATING EXPENSES:
Programming and technical			25,090				8,492				3,409				2,813				10,735				(359	)
Selling, general and administrative			29,956				14,813				1,125				5,239				9,169				(390	)
Corporate selling, general and administrative			10,120				-				640				1				1,562				7,917
Stock-based compensation			253				24				-				-				55				174
Depreciation and amortization			2,264				729				58				324				929				224
Impairment of long-lived assets			-				-				-				-				-				-
Total operating expenses			67,683				24,058				5,232				8,377				22,450				7,566
Operating income (loss)			23,757				3,730				2,584				1,978				23,791				(8,326	)
INTEREST INCOME			4				-				-				-				-				4
INTEREST EXPENSE			18,045				44				-				79				1,919				16,003
LOSS ON RETIREMENT OF DEBT			6,949				-				-				-				-				6,949
OTHER (INCOME) EXPENSE, net			(1,684	)			-				-				-				-				(1,684	)
Income (loss) before (benefit from) provision for income taxes and noncontrolling interest in income of subsidiaries			451				3,686				2,584				1,899				21,872				(29,590	)
(BENEFIT FROM) PROVISION FOR INCOME TAXES			(10	)			788				638				-				5,395				(6,831	)
CONSOLIDATED NET INCOME (LOSS)			461				2,898				1,946				1,899				16,477				(22,759	)
NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS			454				-				-				-				-				454
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS		$	7			$	2,898			$	1,946			$	1,899			$	16,477			$	(23,213	)
Adjusted EBITDA2		$	28,845			$	4,573			$	2,678			$	2,389			$	24,811			$	(5,606	)

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

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

Urban One, Inc. will hold a conference call to discuss its results for the first fiscal quarter of 2021. The conference call is scheduled for Wednesday, May 12, 2021 at 10:00 a.m. EDT. To participate on this call, U.S. callers may dial toll-free 1-844-291-6362; international callers may dial direct (+1) 234-720-6995.  The Access Code is 9323973.

A replay of the conference call will be available from 1:00 p.m. EDT May 12, 2021 until 12:00 a.m. EDT May 15, 2021. 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 1059321.

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 March 31, 2021, we owned and/or operated 63 independently formatted, revenue producing broadcast stations (including 54 FM or AM stations, 7 HD stations, and the 2 low power television stations we operate) branded under the tradename “Radio One” in 13 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:

2  “Adjusted EBITDA” consists of net income (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 March 31, 2021 and 2020, Urban One had 48,463,289 and 45,228,164 shares of common stock outstanding on a weighted average basis (basic), respectively.

4  For the three months ended March 31, 2021 and 2020, Urban One had 49,053,650 and 45,228,164 shares of common stock outstanding on a weighted average basis (fully diluted for outstanding stock awards), respectively.