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Entertainment

Urban One Inc.

11/13/2026 | Press release | Distributed by Public on 11/13/2026 15:18

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Introduction

Revenue

Within our core radio business, the Company primarily derives revenue from the sale of advertising time and program sponsorships to local and national advertisers on our radio stations. Advertising revenue is affected primarily by the advertising rates our radio stations are able to charge, as well as the overall demand for radio advertising time in a market. These rates are largely based upon a radio station's audience share in the demographic groups targeted by advertisers, the number of radio stations in the related market, and the supply of, and demand for, radio advertising time. Advertising rates are generally highest during morning and afternoon commuting hours.

In the broadcasting industry, radio stations and television stations often utilize trade or barter agreements to reduce cash expenses by exchanging advertising time for goods or services. In order to maximize cash revenue for our spot inventory, the Company closely manages the use of trade and barter agreements.

Net revenue consists of gross revenue, net of local and national agency commissions. Agency commissions are calculated based on a stated percentage applied to gross billing.

The following table shows the percentage of unaudited condensed consolidated net revenue generated by each reporting segment.


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
Radio Broadcasting segment	41.7%		37.5%		40.8%		37.6%
Reach Media segment	5.7%		6.6%		5.8%		6.3%
Digital segment	10.9%		13.7%		10.2%		12.0%
Cable Television segment	42.4%		42.9%		43.9%		44.8%
All other - corporate/eliminations	(0.7)	%	(0.7)	%	(0.7)	%	(0.7)	%

The following table shows the percentages generated from local and national advertising as a subset of net revenue from our core radio business.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026	2025	2026	2025
Percentage of core radio business generated from local advertising	64.5%	64.0%	63.1%	65.0%
Percentage of core radio business generated from national advertising, including network advertising	30.1%	30.7%	30.2%	29.6%
Percentage of core radio business generated from other revenue	5.4%	5.3%	6.7%	5.4%

The following table shows the sources of our net revenue for the three months ended September 30, 2026 and 2025:


	Three Months Ended September 30,
	2026		2025		$ Change		% Change
	(In thousands)
Net revenue:
Radio advertising	$	38,059	$	38,123	$	(64)	(0.2)%
Political advertising	843		201		642		*NM
Digital advertising	9,532		12,685		(3,153)		(24.9)	%
Cable Television advertising	21,429		22,674		(1,245)		(5.5)	%
Cable Television affiliate fees	15,880		17,089		(1,209)		(7.1)	%
Event revenues & other	2,262		1,905		357		18.7	%
Net revenue	$	88,005	$	92,677	$	(4,672)	(5.0)	%

*NM - Not meaningful.


	Nine Months Ended September 30,
	2026		2025		$ Change		% Change
	(In thousands)
Net revenue:
Radio advertising	$	104,915	$	112,967	$	(8,052)	(7.1)	%
Political advertising	2,986		594		2,392		*NM
Digital advertising	25,702		33,148		(7,446)		(22.5)	%
Cable Television advertising	61,297		71,076		(9,779)		(13.8)	%
Cable Television affiliate fees	49,043		52,867		(3,824)		(7.2)	%
Event revenues & other	7,470		5,891		1,579		26.8	%
Net revenue	$	251,413	$	276,543	$	(25,130)	(9.1)	%

*NM - Not meaningful.

Reach Media primarily derives its revenue from the sale of advertising in connection with its syndicated radio shows, including the Rickey Smiley Morning Show and the DL Hughley Show. Reach Media also operates www.BlackAmericaWeb.com, an African-American targeted news and entertainment website, in addition to providing various other event-related activities.

Within our Digital segment, Interactive One generates the majority of the Company's digital revenue. Our digital revenue is principally derived from advertising services on non-radio station branded, but Company-owned websites. The segment also includes the digital components of the Company's other reportable segments. Advertising services include the sale of banner and sponsorship advertisements. As the Company runs its advertising campaigns, the customer simultaneously receives benefits as impressions are delivered, and revenue is recognized. The amount of revenue recognized each month is based on the number of impressions delivered multiplied by the effective per impression unit price and is equal to the net amount receivable from the customer.

Our Cable Television segment generates the Company's cable television revenue and derives its revenue principally from advertising and affiliate revenue. Advertising revenue is derived from the sale of television airtime to advertisers and is recognized when the advertisements are run. Our Cable Television segment also derives revenue from affiliate fees under the terms of various multi-year affiliation agreements generally based on a per subscriber royalty for the right to distribute the Company's programming under the terms of the distribution contracts.

Expenses

Our significant expenses are: (i) employee salaries and commissions; (ii) programming expenses; (iii) marketing and promotional expenses; (iv) rental of premises for office facilities and studios; (v) rental of transmission tower space; (vi) music license royalty fees; and (vii) content amortization. The Company strives to control these expenses by centralizing certain functions such as finance, accounting, legal, human resources, and management information systems and, in certain markets, the programming management function. We also use our multiple stations, market presence and purchasing power to negotiate favorable rates with certain vendors and national representative selling agencies. In addition to salaries and commissions, major expenses for our internet business include membership traffic acquisition costs, software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with internet service provider ("ISP") hosting services and other internet content delivery expenses. Major expenses for our Cable Television segment include content acquisition and amortization, sales, and marketing.

The Company generally incurs marketing and promotional expenses to increase and maintain our audiences. However, because Nielsen reports ratings either monthly or quarterly, depending on the particular market, any changed ratings and the effect on advertising revenue tends to lag behind both the reporting of the ratings and the incurrence of advertising and promotional expenditures.

URBAN ONE, INC. AND SUBSIDIARIES

RESULTS OF OPERATIONS

The following table summarizes our historical unaudited condensed consolidated results of operations:

Three Months Ended September 30, 2026 Compared to Three Months Ended September 30, 2025


	Three Months Ended September 30,
	2026		2025		Change
	(In thousands)
Net revenue	$	88,005	$	92,677	$	(4,672)	(5.0)	%
Operating expenses:
Programming and technical, excluding stock-based compensation	31,891		34,705		(2,814)		(8.1)	%
Selling, general and administrative, excluding stock-based compensation	46,345		48,993		(2,648)		(5.4)	%
Stock-based compensation	798		365		433		*NM
Depreciation and amortization	6,648		6,104		544		8.9	%
Impairment of goodwill, intangible assets and long-lived assets	128,882		-		128,882		100.0	%
Total operating expenses	214,564		90,167		124,397		*NM
Operating (loss) income	(126,559)		2,510		(129,069)		*NM
Interest and investment income	14		512		(498)		(97.3)	%
Interest expense	(1,996)		(9,448)		7,452		(78.9)	%
Gain on sale of business	3,219		-		3,219		100.0	%
Gain on retirement of debt	-		2,125		(2,125)		(100.0)	%
Other (expense) income, net	(51)		359		(410)		*NM
Loss before benefit from income taxes	(125,373)		(3,942)		(121,431)		*NM
Benefit from income taxes	6,250		1,121		5,129		*NM
Net loss from consolidated operations	(119,123)		(2,821)		(116,302)		*NM
Net income attributable to non-controlling interests	95		9		86		*NM
Net loss attributable to common stockholders	$	(119,218)	$	(2,830)	$	(116,388)	*NM

*NM - Not meaningful.

Net revenue


Three Months Ended September 30,				Change
2026		2025
$	88,005	$	92,677	$	(4,672)	(5.0)	%

During the three months ended September 30, 2026, we recognized approximately $88.0 million in net revenue compared to approximately $92.7 million during the three months ended September 30, 2025. These amounts are net of agency commissions. We recognized approximately $36.7 million of revenue from our Radio Broadcasting segment during the three months ended September 30, 2026, compared to approximately $34.7 million during the three months ended September 30, 2025, an increase of approximately $2.0 million. This increase was primarily driven by increased revenue from acquired stations and political campaigns, partially offset by weaker overall market demand from the national and local advertisers. We recognized approximately $5.1 million of revenue from our Reach Media segment during the three months ended September 30, 2026, compared to approximately $6.1 million for the three months ended September 30, 2025, a decrease of approximately $1.0 million. This decrease was primarily driven by lower demand and overall network audio market decline. We recognized approximately $9.6 million of revenue from our Digital segment during the three months ended September 30, 2026, compared to approximately $12.7 million for the three months ended September 30, 2025, a decrease of approximately $3.1 million. This decrease was primarily driven by reduced demand for diversity, equity and inclusion-focused spend and lower effective rates on campaigns. We recognized approximately $37.3 million of revenue from our Cable Television segment during the three months ended September 30, 2026, compared to approximately $39.8 million for the three months ended September 30, 2025, a decrease of approximately $2.5 million. This decrease was primarily driven by the churn of subscribers and lower advertising rates.

Operating Expenses

Programming and technical, excluding stock-based compensation


Three Months Ended September 30,				Change
2026		2025
$	31,891	$	34,705	$	(2,814)	(8.1)	%

Selling, general and administrative, excluding stock-based compensation


Three Months Ended September 30,				Change
2026		2025
$	46,345	$	48,993	(2,648)	(5.4)	%

Selling, general and administrative expenses include expenses associated with our sales departments, offices, corporate headquarters and facilities, marketing and promotional expenses, special events and sponsorships, and back-office expenses. Expenses associated with securing ratings data for our radio stations and visitors' data for our websites, personnel, and other corporate overhead functions are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our Digital segment. Selling, general and administrative expenses were approximately $46.3 million for the three months ended September 30, 2026, compared to approximately $49.0 million for the three months ended September 30, 2025, a decrease of approximately $2.6 million. Expenses in our Digital segment decreased by approximately $2.0 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to a decrease in traffic acquisition costs and commissions due to lower revenue. Expenses in our Cable segment decreased by approximately $0.4 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to decreased research related expenses. Expenses in our Radio Broadcasting segment increased approximately $1.6 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to an increase in all expense categories due to station acquisitions, offset by lower severance costs. Expenses in our Reach Media segment decreased approximately $0.4 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to lower marketing and affiliate station compensation expenses. Expenses in corporate decreased approximately $1.5 million for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to lower professional service fees.

Stock-based compensation


Three Months Ended September 30,				Change
2026		2025
$	798	$	365	$	433	*NM

Stock-based compensation expense was approximately $0.8 million for the three months ended September 30, 2026, compared to approximately $0.4 million for the three months ended September 30, 2025, an increase of approximately $0.4 million. The increase in stock-based compensation was primarily due to stock awards for executive officers.

Depreciation and amortization


Three Months Ended September 30,				Change
2026		2025
$	6,648	$	6,104	$	544	8.9	%

Depreciation and amortization expense was approximately $6.6 million for the three months ended September 30, 2026, compared to approximately $6.1 million for the three months ended September 30, 2025, an increase of approximately $0.5 million. This increase is primarily driven by the Radio Broadcasting license additions due to station acquisitions in 2026. Refer to Note 7 - Dispositions and Acquisitions.

Impairment of goodwill, intangible assets and long-lived assets


Three Months Ended September 30,		Change
2026	2025
128,882	-	$	128,882	100.0	%

Impairment of goodwill, intangible assets and long-lived assets was approximately $128.9 million during the three months ended September 30, 2026. The Company recorded an impairment charge of approximately $62.5 million related to radio broadcasting licenses, $25.4 million related to the Radio Broadcasting reporting unit, and $40.9 million related to the Cable Television reporting unit during the three months ended September 30, 2026. See Note 8 - Goodwill, Net and Intangible Assets, Net of the Company's unaudited condensed consolidated financial statements for further discussion.

Interest expense


Three Months Ended September 30,				Change
2026		2025
$	(1,996)	$	(9,448)	$	7,452	(78.9)	%

Interest expense was approximately $2.0 million for the three months ended September 30, 2026, compared to approximately $9.4 million for the three months ended September 30, 2025, a decrease of approximately $7.5 million. This decrease was due to lower overall debt balances outstanding as well as lower effective interest rates. See Note 9 - Debt of the Company's unaudited condensed consolidated financial statements for further discussion.

Gain on sale of business


Three Months Ended September 30,				Change
2026		2025
$	3,219	$	-	$	3,219	100.0	%

On April 28, 2026, the Company entered into an agreement to sell radio station KZMJ from the Radio Broadcasting segment to Fuzion Dallas, LLC for approximately $6.0 million. The transactions included the transfer of each station's FCC license and related assets and were subject to approval by the FCC and other customary closing conditions. All stations operated in their current format until the transaction received FCC approval and closed. FCC approval was obtained on June 23, 2026 and the Company completed the sale of KZMJ on July 6, 2026. The Company recognized a gain of approximately $3.2 million on the KZMJ disposition in the third quarter of 2026. Refer to Note 7 - Dispositions and Acquisitions.

Gain on retirement of debt


Three Months Ended September 30,				Change
2026		2025
$	-	$	2,125	$	(2,125)	(100.0)	%

Benefit from income taxes


Three Months Ended September 30,				Change
2026		2025
$	6,250	$	1,121	$	5,129	*NM

For the three months ended September 30, 2026, we recorded a benefit from income taxes of approximately $6.3 million resulting in an actual effective tax rate of 5.0% primarily due to the impact of impairment charges related to radio broadcasting licenses and goodwill. For the three months ended September 30, 2025, we recorded a benefit from income taxes of approximately $1.1 million resulting in an actual effective tax rate of 28.4%, which includes approximately $0.1 million of discrete tax expense primarily related to the impact of stock-based compensation.

The following table summarizes our historical unaudited condensed consolidated results of operations:

Nine Months Ended September 30, 2026 Compared to Nine Months Ended September 30, 2025


	Nine Months Ended September 30,
	2026		2025		Change
	(In thousands)
Net revenue	$	251,413	$	276,543	$	(25,130)	(9.1)	%
Operating expenses:
Programming and technical, excluding stock-based compensation	91,670		93,950		(2,280)		(2.4)	%
Selling, general and administrative, excluding stock-based compensation	135,029		148,591		(13,562)		(9.1)	%
Stock-based compensation	2,679		1,615		1,064		65.9	%
Depreciation and amortization	19,009		11,942		7,067		59.2	%
Impairment of goodwill, intangible assets and long-lived assets	143,039		136,521		6,518		4.8	%
Total operating expenses	391,426		392,619		(1,193)		(0.3)	%
Operating loss	(140,013)		(116,076)		(23,937)		20.6	%
Interest and investment income	22		2,094		(2,072)		(98.9)	%
Interest expense	(8,473)		(30,076)		21,603		(71.8)	%
Gain on sale of business	7,890		-		7,890		100.0	%
Gain on retirement of debt	2,080		44,009		(41,929)		(95.3)	%
Other (expense) income, net	(102)		675		(777)		*NM
Loss before benefit from income taxes	(138,596)		(99,374)		(39,222)		39.5	%
Benefit from income taxes	9,394		6,845		2,549		37.2	%
Net loss	(129,202)		(92,529)		(36,673)		39.6	%
Net income (loss) attributable to non-controlling interests	168		(55)		223		*NM
Net loss attributable to common stockholders	$	(129,370)	$	(92,474)	$	(36,896)	39.9	%

*NM - Not meaningful.

Net revenue


Nine Months Ended September 30,				Change
2026		2025
$	251,413	$	276,543	$	(25,130)	(9.1)	%

During the nine months ended September 30, 2026, we recognized approximately $251.4 million in net revenue compared to approximately $276.5 million during the nine months ended September 30, 2025. These amounts are net of agency commissions. We recognized approximately $102.6 million of revenue from our Radio Broadcasting segment during the nine months ended September 30, 2026, compared to approximately $104.0 million during the nine months ended September 30, 2025, a decrease of approximately $1.5 million. This decrease was primarily driven by weaker overall market demand from the national and local advertisers. We recognized approximately $14.7 million of revenue from our Reach Media segment during the nine months ended September 30, 2026, compared to approximately $17.3 million for the nine months ended September 30, 2025, a decrease of approximately $2.6 million. This decrease was primarily driven by lower demand and overall network audio market decline. We recognized approximately $25.8 million of revenue from our Digital segment during the nine months ended September 30, 2026, compared to approximately $33.2 million for the nine months ended September 30, 2025, a decrease of approximately $7.4 million. This decrease was primarily driven by the decrease in direct revenue streams, reflecting reduced advertising spend from diversity, equity and inclusion-focused campaigns. We recognized approximately $110.5 million of revenue from our Cable Television segment during the nine months ended September 30, 2026, compared to approximately $124.1 million for the nine months ended September 30, 2025, a decrease of approximately $13.6 million. The decrease was primarily driven by a decrease in audience viewership affecting advertising sales and the continued churn in subscribers.

Operating Expenses

Programming and technical, excluding stock-based compensation


Nine Months Ended September 30,				Change
2026		2025
$	91,670	$	93,950	$	(2,280)	(2.4)	%

Programming and technical expenses include expenses associated with on-air talent and the management and maintenance of the systems, tower facilities, and studios used in the creation, distribution, and broadcast of programming content on our radio stations. Programming and technical expenses for the Radio Broadcasting segment also include expenses associated with our programming research activities and music royalties. For our Digital segment, programming and technical expenses include software product design, post-application software development and maintenance, database and server support costs, the help desk function, data center expenses connected with ISP hosting services and other internet content delivery expenses. For our Cable Television segment, programming and technical expenses include expenses associated with technical, programming, production, and content management. Programming and technical expenses were approximately $91.7 million for the nine months ended September 30, 2026, compared to approximately $94.0 million for the nine months ended September 30, 2025, a decrease of approximately $2.3 million. Expenses in our Cable Television segment for the nine months ended September 30, 2026, decreased approximately $0.4 million compared to the nine months ended September 30, 2025. This decrease is primarily driven by lower content amortization expenses. Expenses in our Reach Media segment for the nine months ended September 30, 2026, decreased approximately $0.2 million compared to the nine months ended September 30, 2025, which is relatively flat. Expenses in our Radio Broadcasting segment for the nine months ended September 30, 2026, decreased approximately $1.6 million, compared to the nine months ended September 30, 2025. This decrease was primarily driven by the non-recurring music license settlement costs recorded during the three months ended September 30, 2025, offset by an increase in all expense categories due to station acquisitions.

Selling, general and administrative, excluding stock-based compensation


Nine Months Ended September 30,				Change
2026		2025
$	135,029	$	148,591	$	(13,562)	(9.1)	%

Selling, general and administrative expenses include expenses associated with our sales departments, offices, facilities, and personnel (outside of our corporate headquarters), marketing and promotional expenses, special events and sponsorships and back-office expenses. Expenses to secure ratings data for our radio stations and visitors' data for our websites are also included in selling, general and administrative expenses. In addition, selling, general and administrative expenses for the Radio Broadcasting segment and Digital segment include expenses related to the advertising traffic (scheduling and insertion) functions. Selling, general and administrative expenses also include membership traffic acquisition costs for our online business. Selling, general and administrative expenses were approximately $135.0 million for the nine months ended September 30, 2026, compared to approximately $148.6 million for the nine months ended September 30, 2025, a decrease of approximately $13.6 million. Expenses in our Radio Broadcasting segment decreased approximately $1.2 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to lower bad debt and severance expenses, offset by an increase in all expense categories due to station acquisitions and an increase in medical expenses. Expenses in our Reach Media segment decreased approximately $2.4 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to lower bad debt expense and a decrease in station compensation expense. Expenses in our Digital segment decreased by approximately $4.6 million for the nine months ended September 30, 2026, compared to nine months ended September 30, 2025, primarily due to a decrease in traffic acquisition costs, lower commission expenses, and lower bad debt expense. Expenses in our Cable Television segment decreased approximately $1.9 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to favorable timing of certain campaigns and lower contract costs offset by increased compensation and traffic acquisition costs. Expenses in corporate decreased approximately $3.5 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, primarily due to lower compensation costs and lower professional fees.

Stock-based compensation


Nine Months Ended September 30,				Change
2026		2025
$	2,679	$	1,615	$	1,064	65.9	%

Stock-based compensation expense was approximately $2.7 million for the nine months ended September 30, 2026, compared to approximately $1.6 million for the nine months ended September 30, 2025, an increase of approximately $1.1 million. The increase in stock-based compensation was primarily due to stock awards for executive officers.

Depreciation and amortization


Nine Months Ended September 30,				Change
2026		2025
$	19,009	$	11,942	$	7,067	59.2	%

Depreciation and amortization expense was approximately $19.0 million for the nine months ended September 30, 2026, compared to approximately $11.9 million for the nine months ended September 30, 2025, an increase of approximately $7.1 million. This increase is primarily driven by the Radio Broadcasting licenses amortization, which began in June 2025.

Impairment of goodwill, intangible assets and long-lived assets


Nine Months Ended September 30,				Change
2026		2025
$	143,039	$	136,521	$	6,518	4.8	%

Impairment of goodwill, intangible assets and long-lived assets was approximately $143.0 million during the nine months ended September 30, 2026, compared to approximately $136.5 million for the nine months ended September 30, 2025. The Company recorded an impairment charge of approximately $13.9 million related to the Reach Media reporting unit, $0.3 million related to the long-lived asset group in Reach Media, $62.5 million related to radio broadcasting licenses, $25.4 million related to the Radio Broadcasting reporting unit, and $40.9 million related to the Cable Television reporting unit for the nine months ended September 30, 2026, compared to an impairment charge of approximately $136.5 million related to goodwill and radio broadcasting licenses in the Radio Broadcasting reporting unit for the nine months ended September 30, 2025. See Note 8 - Goodwill, Net and Intangible Assets, Net of the Company's unaudited condensed consolidated financial statements for further discussion.

Interest expense


Nine Months Ended September 30,				Change
2026		2025
$	(8,473)	$	(30,076)	$	21,603	(71.8)	%

Interest expense was approximately $8.5 million for the nine months ended September 30, 2026, compared to approximately $30.1 million for the nine months ended September 30, 2025, a decrease of approximately $21.6 million. The decrease was due to lower overall debt balances outstanding and the lower effective interest rates during the nine months ended September 30, 2026. See Note 9 - Debt of the Company's unaudited condensed consolidated financial statements for further discussion.

Gain on sale of business


Nine Months Ended September 30,				Change
2026		2025
$	7,890	$	-	$	7,890	100.0	%

The Company sold WMXG and WLNK-FM radio broadcasting licenses in Charlotte, North Carolina along with the associated station assets from the Radio Broadcasting segment on June 1, 2026 and recognized a gain of approximately $4.7 million. The Company also sold radio station KZMJ from the Radio Broadcasting segment on July 6, 2026 and recognized a gain of approximately $3.2 million. Both of these gains are included in Gain On Sale Of Business in the unaudited condensed consolidated statement of operations for the nine months ended September 30, 2026. Refer to Note 7 - Dispositions and Acquisitions.

Gain on retirement of debt


Nine Months Ended September 30,				Change
2026		2025
$	2,080	$	44,009	$	(41,929)	(95.3)	%

There was approximately a $2.1 million gain on retirement of debt for the nine months ended September 30, 2026, compared to approximately $44.0 million for the nine months ended September 30, 2025. During the nine months ended September 30, 2026, the Company repurchased approximately $4.3 million of its 2028 Notes at a weighted average price of approximately 51.0% of par, resulting in a net gain on retirement of debt of approximately $2.1 million. During the nine months ended September 30, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million.

Benefit from income taxes


Nine Months Ended September 30,				Change
2026		2025
$	9,394	$	6,845	$	2,549	37.2	%

For the nine months ended September 30, 2026, we recorded a benefit from income taxes of approximately $9.4 million resulting in an actual effective tax rate of 6.8% primarily due to the impact of impairment charges related to radio broadcasting licenses, long-lived assets, and goodwill. For the nine months ended September 30, 2025, we recorded a benefit from income taxes of approximately $6.8 million resulting in an actual effective tax rate of 6.9%. This rate includes approximately $14.6 million of discrete tax expense related to valuation allowance for net operating losses, and approximately $6.6 million of discrete tax expense related to the impact of the change of accounting estimate for radio broadcasting licenses.

Non-GAAP Financial Measures

The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"). We use non-GAAP financial measures including broadcast and digital operating income and Adjusted EBITDA as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included below for review. Reliance should not be placed on any single financial measure to evaluate our business.

Measurement Of Performance

We monitor and evaluate the growth and operational performance of our business using net loss and the following key metrics:

(a)Net revenue: The performance of an individual radio station or group of radio stations in a particular market is customarily measured by its ability to generate net revenue. Net revenue consists of gross revenue, net of local and national agency and outside sales representative commissions consistent with industry practice. Net revenue is recognized in the period in which advertisements are broadcast. Net revenue also includes advertising aired in exchange for goods and services, which is recorded at fair value, revenue from sponsored events and other revenue. Net revenue is recognized for our online business as impressions are delivered. Net revenue is recognized for our Cable Television segment as advertisements are run or impressions delivered, and during the term of the affiliation agreements at levels appropriate for the most recent subscriber counts reported by the affiliate, net of launch support.

(b)Broadcast and digital operating income: The radio broadcasting industry commonly refers to "station operating income" which consists of net loss before depreciation and amortization, income taxes, interest expense, interest and investment income, non-controlling interests in income of subsidiaries, other income, net, loss from unconsolidated joint venture, corporate selling, general and administrative expenses, stock-based compensation, impairment of goodwill and intangible assets, and (gain) loss on retirement of debt. However, given the diverse nature of our business, station operating income is not truly reflective of our multi-media operation and, therefore, we use the term "broadcast and digital operating income." Broadcast and digital operating income is not a measure of financial performance under GAAP. Nevertheless, broadcast and digital operating income is a significant measure used by our management to evaluate the operating performance of our core operating segments. Broadcast and digital operating income provides helpful information about our results of operations, apart from expenses associated with our fixed assets and goodwill and intangible assets, income taxes, investments, impairment charges, debt financings and retirements, corporate overhead and stock-based compensation. Our measure of broadcast and digital operating income is similar to industry use of station operating income; however, it reflects our more diverse business and therefore is not completely analogous to "station operating income" or other similarly titled measures as used by other companies. Broadcast and digital operating income does not represent operating income or loss, or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as an alternative to those measurements as an indicator of our performance.

Broadcast and digital operating income was approximately $19.4 million for the three months ended September 30, 2026, compared to approximately $20.0 million for the three months ended September 30, 2025, a decrease of approximately $0.5 million or 2.7%. This decrease was primarily due to higher broadcast and digital operating income at our Radio Broadcasting segment, offset by lower broadcast and digital operating income at our Cable Television segment and broadcast and digital operating losses at our Reach Media and Digital segments compared to operating income in the prior year period. Our Radio Broadcasting segment generated approximately $5.9 million of broadcast and digital operating income during the three months ended September 30, 2026, compared to approximately $2.7 million during the three months ended September 30, 2025, primarily due to lower expenses. Our Cable Television segment generated approximately $14.3 million of broadcast and digital operating income during the three months ended September 30, 2026, compared to approximately $16.1 million during the three months ended September 30, 2025. The decrease in our Cable Television segment's broadcast and digital operating income was primarily due to lower revenues. Our Reach Media segment generated broadcast and digital operating loss of approximately $0.5 million during the three months ended September 30, 2026, compared to broadcast and digital operating income of approximately $0.4 million during the three months ended September 30, 2025, primarily due to lower revenues. Our Digital segment generated broadcast and digital operating loss of approximately $0.5 million during the three months ended September 30, 2026, compared to broadcast and digital operating income of approximately $0.7 million during the three months ended September 30, 2025, primarily due to lower revenues.

Broadcast and digital operating income was approximately $56.4 million for the nine months ended September 30, 2026, compared to approximately $68.6 million for the nine months ended September 30, 2025, a decrease of approximately $12.2 million or 17.8%. The decrease was primarily due to lower broadcast and digital operating income at our Cable Television segment, higher broadcast and digital operating loss at our Digital and Reach Media segments, offset by higher broadcast and digital operating income at our Radio Broadcasting segment. Our Digital segment generated broadcast and digital operating loss of approximately $2.0 million during the nine months ended September 30, 2026, compared to broadcast and digital operating income of approximately $0.6 million during the nine months ended September 30, 2025, primarily due to lower revenue offset by lower operating expenses. Reach Media generated broadcast and digital operating loss of approximately $0.8 million during the nine months ended September 30, 2026, compared to approximately $0.3 million during the nine months ended September 30, 2025, primarily due to lower revenue offset by lower operating expenses. Cable Television generated approximately $45.4 million of broadcast and digital operating income during the nine months ended September 30, 2026, compared to approximately $55.9 million during the nine months ended September 30, 2025. The decrease in the Cable Television segment's broadcast and digital operating income was primarily from lower revenue offset by lower operating expenses. Our Radio Broadcasting segment generated approximately $13.7 million of broadcast and digital operating income during the nine months ended September 30, 2026, compared to approximately $12.4 million during the nine months ended September 30, 2025, primarily due to lower revenue offset by lower operating expenses.

(c)Adjusted EBITDA: Adjusted EBITDA consists of net (loss) income plus (1) depreciation and amortization, income taxes, interest expense, net income attributable to non-controlling interests, impairment of goodwill, intangible assets and long-lived assets, stock-based compensation, gain on sale of business, (gain) loss on retirement of debt, corporate costs, non-recurring litigation settlement costs, non-recurring debt refinancing costs, severance-related costs, investment income, loss from ceased non-core business initiatives less (2) other income, net and interest and investment income. Net (loss) income before interest income, interest expense, income taxes, depreciation and amortization is commonly referred to in our business as "EBITDA." Adjusted EBITDA and EBITDA are not measures of financial performance under GAAP. We believe Adjusted EBITDA is often a useful measure of a company's operating performance and is a significant measure used by our management to evaluate the operating performance of our business. Accordingly, based on the previous description of Adjusted EBITDA, we believe that it provides useful information about the operating performance of our business, apart from the expenses associated with our fixed assets and goodwill and intangible assets, or capital structure. Adjusted EBITDA is frequently used as one of the measures for comparing businesses in the broadcasting industry, although our measure of Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including, but not limited to the fact that our definition includes the results of all four of our operating segments (Radio Broadcasting, Reach Media, Digital, and Cable Television). Business activities unrelated to these four segments are included in an "all other" category which the Company refers to as "All other - corporate/eliminations." Adjusted EBITDA and EBITDA do not purport to represent operating income or cash flow from operating activities, as those terms are defined under GAAP, and should not be considered as alternatives to those measurements as an indicator of our performance.

Summary Of Performance

The tables below provide a summary of our performance based on the metrics described above:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Net revenue	$	88,005	$	92,677	$	251,413	$	276,543
Broadcast and digital operating income	19,424		19,958		56,440		68,638
Adjusted EBITDA	12,269		14,201		28,648		41,018
Net loss attributable to common stockholders	(119,218)		(2,830)		(129,370)		(92,474)

The reconciliation of net loss attributable to common stockholders to Broadcast and digital operating income is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Net loss attributable to common stockholders	$	(119,218)	$	(2,830)	$	(129,370)	$	(92,474)
Add back/(deduct) certain non-broadcast and digital operating income items included in net loss:
Interest and investment income	(14)		(512)		(22)		(2,094)
Interest expense	1,996		9,448		8,473		30,076
Benefit from income taxes	(6,250)		(1,121)		(9,394)		(6,845)
Corporate selling, general and administrative, excluding stock-based compensation(a)	9,655		10,979		31,726		34,636
Stock-based compensation	798		365		2,679		1,615
Gain on sale of business	(3,219)		-		(7,890)		-
Gain on retirement of debt	-		(2,125)		(2,080)		(44,009)
Other expense (income), net	51		(359)		102		(675)
Depreciation and amortization	6,648		6,104		19,009		11,942
Net income (loss) attributable to non-controlling interests	95		9		168		(55)
Impairment of goodwill, intangible assets and long-lived assets	128,882		-		143,039		136,521
Broadcast and digital operating income	$	19,424	$	19,958	$	56,440	$	68,638

(a) Corporate selling, general and administrative expenses consist of expenses associated with our corporate headquarters and facilities, including personnel as well as other corporate overhead functions.

The reconciliation of net loss attributable to common stockholders to Adjusted EBITDA is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2026		2025		2026		2025
	(In thousands)				(In thousands)
Net loss attributable to common stockholders	$	(119,218)	$	(2,830)	$	(129,370)	$	(92,474)
Add back/(deduct) certain Adjusted EBITDA items included in net loss:
Interest and investment income	(14)		(512)		(22)		(2,094)
Interest expense	1,996		9,448		8,473		30,076
Benefit from income taxes	(6,250)		(1,121)		(9,394)		(6,845)
Depreciation and amortization	6,648		6,104		19,009		11,942
EBITDA	$	(116,838)	$	11,089	$	(111,304)	$	(59,395)
Stock-based compensation	798		365		2,679		1,615
Gain on sale of business	(3,219)		-		(7,890)		-
Gain on retirement of debt	-		(2,125)		(2,080)		(44,009)
Other expense (income), net	51		(359)		102		(675)
Net income (loss) attributable to non-controlling interests	95		9		168		(55)
Corporate costs(a)	1,252		524		2,467		1,633
Litigation settlement costs(b)	-		3,078		-		3,078
Severance-related costs	403		1,620		622		1,839
Impairment of goodwill, intangible assets and long-lived assets	128,882		-		143,039		136,521
Other non-recurring expenses	845		-		845		466
Adjusted EBITDA	$	12,269	$	14,201	$	28,648	$	41,018

(a) Corporate costs primarily include professional fees related to the material weakness remediation efforts as well as legal costs related to acquisition activities.

(b) Non-recurring litigation settlement costs include an approximate $3.1 million charge related to the rate increase for royalties for historical periods.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity is cash provided by operations and, to the extent necessary, borrowings available under our asset-backed credit facility. Our cash, cash equivalents and restricted cash balance was approximately $18.0 million as of September 30, 2026. As of September 30, 2026, there were $22.0 million borrowings outstanding on the Current ABL Facility (as defined below) which has up to $75.0 million in overall capacity (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Facility).

The Company regularly considers the impact of macroeconomic conditions on our business. Uncertainty in the macroeconomic environment with newly implemented tariffs, continued increases in inflation and interest rates, along with banking volatility, may have an adverse effect on our revenues.

From time to time, the Company may repurchase its outstanding debt and/or equity securities in open market purchases. Under open authorizations, repurchases of our outstanding debt and/or equity securities may be made from time to time in the open market or in privately negotiated transactions in accordance with applicable laws and regulations. Repurchased debt and equity securities are retired when repurchased. The timing and extent of any repurchases will depend upon prevailing market conditions, the trading price of the Company's outstanding debt and/or equity securities and other factors, and subject to restrictions under the Company's indentures, credit agreement and applicable law. All repurchase amounts reflected in this quarterly report (both the number of shares repurchased and repurchase prices) are reflective of the reverse stock split effective January 22, 2026.

2026 Incentive Plan

On June 11, 2026, the Company held its 2026 Annual Shareholders' meeting. At that meeting, the shareholders approved the 2026 Equity and Performance Incentive Plan (the "2026 Incentive Plan"). The 2026 Incentive Plan is intended to be a successor to the Urban One, Inc. 2019 Second Amended and Restated Equity and Performance Incentive Plan. The 2019 Plan expires by its terms on April 10, 2029. As the 2026 Incentive Plan was approved and adopted, no further awards of any kind will be granted pursuant to the 2019 Equity Plan, although outstanding stock options and restricted stock awards under the 2019 Equity Plan will remain outstanding pursuant to the terms of that plan. Subject to the conditions outlined below, the total number of shares of Common Stock which may be issued pursuant to Awards granted under the 2026 Incentive Plan is 1,000,000 shares of Class A Common Stock and 1,000,000 shares of Class D Common Stock plus any shares not subject to outstanding awards under any prior plan as of the Effective Date and any shares subject to outstanding awards under any prior plan as of the Effective Date that, on or after the Effective Date, cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable shares of Class A Common Stock or Class D Common Stock). There are 200,000 shares of Class A Common Stock and 300,000 shares of Class D Common Stock available under the 2019 Plan and, therefore, the total and aggregate number of shares subject to the 2026 Incentive Plan is 1,200,000 shares of Class A Common Stock and 1,300,000 shares of Class D Common Stock. As of September 30, 2026, the Company had 1,200,000 shares of Class A Common Stock and 1,038,930 shares of Class D Common Stock available to grant under the 2026 Incentive Plan after taking into account available shares rolled into the 2026 Incentive Plan from the 2019 Equity Plan, as amended in 2024.

Pursuant to the terms of the Company's stock plans and subject to the Company's insider trading policy, a portion of each recipient's vested shares may be sold in the open market or repurchased by the Company for tax purposes on or about the vesting dates.

2024 Stock Repurchase Program

On June 10, 2024, after exhaustion of the earlier programs except the Stock Grant Authorization, the Company's Board of Directors approved a share repurchase authorization to repurchase up to $20.0 million of the Company's outstanding Class A and/or Class D Common Stock (collectively, the "2024 Stock Repurchase Program"). The 2024 Stock Repurchase Program has been cancelled in connection with our debt refinancing in December 2025.

During the nine months ended September 30, 2025, the Company repurchased 85,188 shares of Class A Common Stock under the 2024 Stock Repurchase Program of approximately $1.3 million at an average price of $15.80 per share. During the nine months ended September 30, 2025, the Company repurchased 99,802 shares of Class D Common Stock for approximately $0.7 million at an average price of $7.20 per share.

Employee Stock Repurchase Authorization

On September 27, 2022, the Compensation Committee authorized the repurchase of up to approximately $0.5 million (the "Employee Stock Repurchase Authorization") worth of shares in the aggregate from employees who want to sell in connection with the Company's most recent employee stock grant. During the nine months ended September 30, 2025, the Company did not repurchase any shares of Class A stock in connection with the Employee Stock Repurchase Authorization. During the nine months ended September 30, 2025, the Company repurchased 98,976 shares of Class D stock under the Employee Stock Repurchase Authorization at an average price of $0.98 for a total amount of approximately $0.1 million.

Annual Repurchase Program

On June 17, 2026, the Company's Board of Directors approved an employee share repurchase program to repurchase up to $1.0 million of the Company's outstanding Class A and/or Class D Common Stock during any single calendar year with unused amounts carrying over into subsequent years up to a maximum of $1.0 million in any single calendar year (collectively, the "Annual Repurchase Program"). The Annual Repurchase Program is executed in strict compliance with the terms, conditions, and restrictive covenants set forth in the Indenture as noted in Note 9 - Debt, as well as all applicable federal and state securities laws and regulations. During the nine months ended September 30, 2026, the Company repurchased 176,290 shares of Class D Common Stock at an average price of $4.49 per share for approximately $0.8 million.

After giving effect to the above transaction and prior activity, the Annual Repurchase Program has approximately $0.2 million remaining under the authorization for the balance of the year ending December 31, 2026.

In addition, the Company has limited but ongoing authority to purchase shares of Class D Common Stock (in one or more transactions at any time there remain outstanding grants) under the 2026 and 2019 Equity and Performance Incentive Plans (as defined above). This limited authority is used to satisfy any employee or other recipient tax obligations in connection with the exercise of an option or a share grant under the 2026 or 2019 Equity and Performance Incentive Plans, to the extent that the Company has capacity under its financing agreements (i.e., its current credit facilities and indentures) (each a "stock vest tax repurchase").

During the three and nine months ended September 30, 2026, the Company executed stock vest tax repurchases of 8,326 shares of Class D Common Stock for approximately $34 thousand at an average price of $4.10 per share, and 156,027 shares of Class D Common Stock for approximately $0.7 million at an average price of $4.52 per share, respectively.

During the three and nine months ended September 30, 2025, the Company executed stock vest tax repurchases of 9,767 shares of Class D Common Stock for approximately $0.1 million at an average price of $6.82 per share, and 49,211 shares of Class D Common Stock for approximately $0.4 million at an average price of $7.60 per share, respectively.

Long-term Debt

2028 Notes

During the three months ended March 31, 2026, the Company repurchased approximately $4.3 million of its 2028 Notes at a weighted average price of approximately 51.0% of par, resulting in a net gain on retirement of debt of approximately $2.1 million, included in the unaudited condensed consolidated statement of operations, and an outstanding balance of approximately $7.5 million as of September 30, 2026.

During the three months ended September 30, 2025, the Company repurchased approximately $4.5 million of its 2028 Notes at an average price of approximately 52.0% of par, resulting in a net gain on retirement of debt of approximately $2.1 million. During the nine months ended September 30, 2025, the Company repurchased approximately $96.7 million of its 2028 Notes at an average price of approximately 53.6% of par, resulting in a net gain on retirement of debt of approximately $44.0 million.

2031 Second Lien Notes

During the three months ended March 31, 2026, the Company repurchased approximately $32.4 million of its 2031 Second Lien Notes at a weighted average price of approximately 40.7% of par. During the three months ended June 30, 2026, the Company repurchased approximately $23.5 million of its 2031 Second Lien Notes at a weighted average price of approximately 42.0% of par. The 2031 Second Lien Notes have a balance of approximately $235.1 million as of September 30, 2026.

As the 2031 Second Lien Notes are accounted for under Accounting Standards Codification No. 470-60, Troubled Debt Restructurings by Debtors, no gain was recorded. Instead, the Company recorded additional premiums of approximately $19.3 million and $13.6 million during the three months ended March 31, 2026 and June 30, 2026, respectively, which is included in long-term debt, net on the Company's unaudited condensed consolidated balance sheets.

Asset-Backed Line of Credit

On December 18, 2025, the Company entered into an amended and restated ABL facility (the "Current ABL Facility") as a part of the 2025 Refinancing pursuant to an Amended and Restated Credit Agreement, among the Company, as the administrative borrower, together with the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (the "Current ABL Facility"), which amends and restates the 2021 ABL Facility in order to facilitate the issuance of new notes in connection with the 2025 Refinancing. The Current ABL Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Facility) with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility.

The Current ABL Facility provides that interest on Base Rate Loans accrues at a per-annum rate equal to the applicable margin plus the Base Rate, and interest on Term SOFR Loans accrues at a per-annum rate equal to the applicable margin plus Term SOFR for the applicable interest period. In addition, upon the occurrence and during the continuance of an event of default, overdue principal, interest, and other amounts bear interest at rates generally 2.0% per annum above the rates otherwise applicable under the Current ABL Facility.

The Current ABL Facility matures on the earlier to occur of (a) December 18, 2030, (b) the date that is ninety-one (91) days prior to the maturity or expiration date applicable to any Material Indebtedness (other than the 2028 Notes) and (c) the date on which the 2028 Notes Non-Springing Maturity Condition fails to be true. The 2028 Notes Non-Springing Maturity Condition refers to the requirement that the Company must either maintain sufficient combined cash and borrowing capacity to cover the 2028 Notes payoff minus $5.0 million or reduce the outstanding 2028 Notes principal balance to $5.0 million or below.

The following tranches are outstanding on the Company's Current ABL Facility as of September 30, 2026:

Tranche 1

Tranche 2

Tranche 3

Amount (in thousands)

$7,000

$5,000

$10,000

Draw date

7/6/2026

9/21/2026

9/22/2026

Interest rate

6.37%

6.50%

6.69%

Maturity date

1/3/2027

12/20/2026

3/21/2027

The Company borrowed $32.0 million and repaid $20.0 million during the nine months ended September 30, 2026. After giving effect to the outstanding balance, and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $21.2 million as of September 30, 2026.

The following table provides a summary of our statements of cash flows for the nine months ended September 30, 2026, and 2025, respectively:


	Nine Months Ended September 30,
	2026		2025
	(In thousands)
Net cash flows provided by operating activities	$	28,721	$	8,129
Net cash flows used in investing activities	$	(17,152)	$	(7,315)
Net cash flows used in financing activities	$	(19,905)	$	(58,578)

Net cash flows provided by operating activities were approximately $28.7 million and $8.1 million for the nine months ended September 30, 2026, and 2025, respectively. Net cash flow from operating activities for the nine months ended September 30, 2026 increased primarily due to change in interest payable (see Note 9 - Debt for further details) and content assets and liabilities, offset by lower accounts receivable change.

Cash flows from operations, cash and cash equivalents, and other sources of liquidity are expected to be available and sufficient to meet foreseeable cash requirements.

Net cash flows used in investing activities were approximately $17.2 million and $7.3 million for the nine months ended September 30, 2026, and 2025, respectively. Net cash flows used in investing activities increased from the prior year primarily due to the acquisition of Service Broadcasting Group, LLC, partially offset by the cash received from the disposition of radio stations as described in Note 7 - Dispositions and Acquisitions and lower capital expenditures.

Net cash flows used in financing activities were approximately $19.9 million and $58.6 million for the nine months ended September 30, 2026, and 2025, respectively. The change was primarily driven by the debt repurchase activity of the 2031 Second Lien Notes and 2028 Notes as described in Note 9 - Debt and a net cash inflow of $12.0 million from the Current ABL Facility.

On a continuing basis, Standard and Poor's, Moody's Investor Service, and other rating agencies may evaluate our indebtedness in order to assign a credit rating. Our corporate credit ratings by Standard & Poor's Rating Services and Moody's Investors Service are speculative-grade and have been downgraded and upgraded at various times during the last several years. Any reductions in our credit ratings could increase our borrowing costs, reduce the availability of financing to us or increase our cost of doing business or otherwise negatively impact our business operations.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are described in Note 2 - Summary of Significant Accounting Policies of the consolidated financial statements in our 2025 Form 10-K. There have been no significant changes in our critical accounting policies from those presented in our Form 10-K.

CRITICAL ACCOUNTING ESTIMATES

Our critical accounting estimates are described in our Form 10-K for the year ended December 31, 2025, under the heading Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. There have been no significant changes in our critical accounting estimates from those presented in our Form 10-K, other than the impairment of goodwill of the Radio, Reach Media, and Cable Television reporting units (see further discussion below) and the change in useful lives of radio broadcasting licenses on a prospective basis effective October 1, 2026.

Reach Media Reporting Unit

In May 2026, due to the additional decline in revenue, further decrease in forecasted revenue and operating profit margin brought on by declining industry and macro-economic conditions created a triggering event indicating the fair value of the Reach Media reporting unit was more likely than not to be less than its carrying value. As a result, the Company performed an interim quantitative impairment assessment for the Reach Media reporting unit to determine whether it was impaired. The Company estimated the fair value of the reporting unit by utilizing a discounted cash flow model. The key assumptions used in the discounted cash flow model for goodwill include projected revenues, operating profit margins, terminal rate and discount rate. Based on this assessment, the Company recognized impairment losses of approximately $13.9 million, to reduce the carrying value of the Reach Media goodwill balances during the second quarter of 2026, which is included in impairment of goodwill, intangible assets and long-lived assets, on the unaudited condensed consolidated statement of operations.

In addition, the Company recorded approximately $0.3 million in impairment charge related to the long-lived assets of Reach Media as the assets of the long-lived asset group were not deemed recoverable as of May 31, 2026.

Below are the key assumptions used in the income approach model for estimating the fair value of the Reach Media reporting unit in the most recent interim impairment assessment performed as of May 31, 2026.


Goodwill (Reach Media Reporting Unit)	As of May 31, 2026
Discount rate	11.5	%
Projected revenues assumption rate range	(11.4)% - 0.1%
Operating profit margins range	(5.7)% - 5.0%

Cable Television and Radio Broadcasting Reporting Units and Long-lived Asset Group

During the quarter ending September 30, 2026, the Company noted a continued decline in revenue, forecasted revenue growth and operating profit margin brought on by declining industry conditions both in the Radio Broadcasting and Cable Television reporting units, in addition to sustained decline in the Company's common stock price and market capitalization, indicating that it was more likely than not that the Radio Broadcasting reporting unit and Cable Television reporting unit were impaired.

These factors also presented a triggering event indicating that the fair value of the long-lived asset group was more likely than not to be less than its carrying value. The long-lived assets within the Cable Television reporting unit were deemed recoverable. The undiscounted cash flows of the long lived assets within the Radio Broadcasting reporting unit did not exceed the net carrying value of the asset group, indicating that the asset group was not recoverable.

To determine the fair value of the long-lived asset group within the Radio Broadcasting reporting unit, the Company utilized the income approach. The key assumptions used in the discounted cash flow model include projected revenues, operating profit margins, terminal rate and discount rate. Based on the valuation performed, the Company recorded an impairment charge related to broadcasting licenses of $62.5 million, which is included in impairment of goodwill, intangible assets and long-lived assets, on the unaudited consolidated statement of operations during the quarter ended September 30, 2026.

The Company performed a quantitative impairment assessment for the Radio Broadcasting reporting unit to determine whether it was impaired as of September 30, 2026. The Company estimated the fair value of the reporting unit by utilizing a discounted cash flow model. The key assumptions used in the discounted cash flow model include projected revenues, operating profit margins, terminal rate and discount rate. Based on these analyses, the Company recognized approximately $25.4 million in impairment charges related to goodwill associated with the Radio Broadcasting reporting unit. The impairment charges are included in impairment of goodwill, intangible assets and long-lived assets, on the unaudited consolidated statement of operations during the quarter ended September 30, 2026.

Below are the key assumptions used in the income approach model for estimating the fair value of the Radio Broadcasting reporting unit and long-lived asset group as of September 30, 2026.


Goodwill (Radio Broadcasting Reporting Unit)	As of September 30, 2026
Discount rate	9.5	%
Projected revenues assumption rate range	(10.2)% - 11.4%
Terminal rate	(10.0)	%
Operating profit margins range	3.7% - 13.0%

The following table presents sensitivity analyses for the long-lived asset group within the Radio Broadcasting segment showing the impact on our most recent quantitative impairment assessment resulting from: (i) a 100 basis point decrease in operating profit margins; (ii) a 100 basis point increase in the discount rate; and (iii) both a 5.0% and 10.0% reduction in the fair values of the long-lived assets.


	Hypothetical Increase in the Recorded Impairment Charge as of September 30, 2026
	Long-lived Asset Group
	(in millions)
Impairment Charge Recorded:
Long-lived Asset Group	$	62.5

Hypothetical Change for Radio long-lived assets
A 100-basis point decrease in operating profit margin in the projection period	$	4.5
A 100 basis point increase in the applicable discount rate	2.5
A 5.0% reduction in the fair value of long-lived assets	3.6
A 10.0% reduction in the fair value of long-lived assets	7.2

The Company reassessed the useful life of the broadcasting licenses on a prospective basis effective October 1, 2026 due to a continued decline in revenue, forecasted revenue growth and operating profit margin brought on by declining industry conditions. The Company revised the useful life of the broadcasting licenses to an 11-year period, using an accelerated amortization method.

The Company performed a quantitative impairment assessment for the Cable Television reporting unit to determine whether it was impaired as of September 30, 2026. Management estimated the fair value of the reporting unit by utilizing a discounted cash flow model, and the assumptions used include projected revenues, operating profit margins, terminal rate, and discount rate. Management also utilized a market value approach to supplement the discounted cash flow model and utilized average EBITDA multiples from guideline public companies. Based on these analyses, the Company recognized an impairment loss of approximately $40.9 million associated with the Cable Television reporting unit, included in impairment of goodwill, intangible assets and long-lived assets, on the unaudited consolidated statement of operations during the quarter ended September 30, 2026.

Below are the key assumptions used in the income approach model for estimating the fair value of the Cable Television reporting unit as of September 30, 2026.


Goodwill (Cable Television Reporting Unit)	As of September 30, 2026
Discount rate	16.0	%
Operating profit margins range	17.0% - 34.2%
Projected revenues assumption rate range	(8.5)% - (3.0)%
Market Approach - average recurring EBITDA multiple	3.5x - 4.0x

The following table presents sensitivity analysis for the Cable Television reporting unit showing the impact of the most recent quantitative impairment assessment results from a 100 basis point increase or decrease in the terminal rate, operating profit margin, discount rate, and a 5% and a 10% reduction in fair value of the Cable Television reporting unit.


	Hypothetical Increase in the Recorded Impairment Charge as of September 30, 2026
	Goodwill
	(in millions)
Impairment Charge Recorded:
Cable Television Reporting Unit	$	40.9

Hypothetical Change for Cable Television Reporting Unit
A 100 basis point decrease in the television industry terminal rates	$	1.0
A 100 basis point decrease in the applicable operating profit margin	6.0
A 100 basis point increase in the applicable discount rate	3.0
A 5.0% reduction in the fair value of Cable Television Reporting Unit	9.4
A 10.0% reduction in the fair value of Cable Television Reporting Unit	18.8

See Note 8 - Goodwill, Net and Intangible Assets, Net, of our unaudited condensed consolidated financial statements for further discussion.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 - Summary of Significant Accounting Policies of our unaudited condensed consolidated financial statements for a summary of recent accounting pronouncements.

CAPITAL AND COMMERCIAL COMMITMENTS

Radio Broadcasting Licenses

Each of the Company's radio stations operates pursuant to one or more licenses issued by the FCC that have a maximum term of 8 years prior to renewal. The Company's Radio Broadcasting licenses expire at various times beginning in October 2027 through August 2030. Although the Company may apply to renew its Radio Broadcasting licenses, third parties may challenge the Company's renewal applications. The Company is not aware of any facts or circumstances that would prevent the Company from having its current licenses renewed. A station may continue to operate beyond the expiration date of its license if a timely filed license renewal application is filed and is pending.

Indebtedness

As of September 30, 2026, we had approximately $235.1 million of our 2031 Second Lien Notes, $60.6 million of our 2030 First Lien Notes and $7.5 million of our 2028 Notes outstanding within our corporate structure. In addition, the Company entered into an amended and restated ABL facility (the "Current ABL Facility") as a part of the 2025 Refinancing pursuant to an Amended and Restated Credit Agreement. The Current ABL Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million. As of September 30, 2026, there were $22.0 million borrowings outstanding on the Current ABL Facility. After giving effect to the outstanding $22.0 million balance and adjustments to account for the Borrowing Base, the Company's borrowing capacity was approximately $21.2 million as of September 30, 2026. See Note 9 - Debt of our unaudited condensed consolidated financial statements.

Royalty Agreements

Musical works rights holders, songwriters and music publishers, have been traditionally represented by performing rights organizations, such as the American Society of Composers Authors and Publishers ("ASCAP"), Broadcast Music, Inc. ("BMI") and SESAC, Inc. ("SESAC"). The market for rights relating to musical works is changing rapidly. Songwriters and music publishers have withdrawn from the traditional performing rights organizations, particularly ASCAP and BMI, and new entities, such as Global Music Rights Inc. ("GMR"), have been formed to represent rights holders. These organizations negotiate fees with copyright users, collect royalties and distribute them to the rights holders. These licenses periodically come up for renewal and, as a result, certain of our performing rights organizations ("PRO") licenses are currently the subject of renewal negotiations. The outcome of these renewal negotiations could impact, and potentially increase, our music license fees. In addition, there is no guarantee that additional PROs will not emerge, which could impact, and in some circumstances increase, our royalty rates and negotiation costs.

As a participating member of the Radio Music Licensing Committee ("RMLC"), the Company is a party to a settlement reached with GMR on February 7, 2022. This agreement established a 4-year license running from April 1, 2022 to March 31, 2026. The license includes an optional 3-year extended term that the Company has opted into with the agreement now running through March 31, 2029. On August 19, 2025, the RMLC announced that it had settled litigation with BMI and ASCAP concerning licensing arrangements and that the settlement has led to new license agreements for member organizations. Both agreements are retroactive to January 1, 2022, and run through December 31, 2029. Each of the new BMI and ASCAP licenses maintain the same percentage-of-revenue license fee structure of the prior licensing arrangements and continue to provide for broad coverage of over-the-air programming, as well as simulcast/website transmissions of podcasts/archived content. While the percentage rates in the new licensing arrangements are higher than the old rates, they are lower than the rates sought by each of BMI and ASCAP in the now-settled litigation.

On November 1, 2024, RMLC announced that it had won a ruling in its rate determination proceedings with SESAC with respect to fees paid by RMLC-represented stations. The determination sets the rates for the period January 1, 2023, through December 31, 2026, and is retroactive in its application. RMLC-Represented Stations that have paid SESAC interim license fees at higher previous rates may receive a true-up adjustment in order to bring rates into conformity with the now-final rates. This ruling did not have a material impact on the Company's operations.

Lease Obligations

We have non-cancelable operating leases for office space, studio space, broadcast towers and transmitter facilities that expire over the next forty-eight years.

Operating Contracts And Agreements

We have other operating contracts and agreements including employment contracts, on-air talent contracts, severance obligations, retention bonuses, consulting agreements, equipment rental agreements, programming-related agreements, and other general operating agreements that expire over the next 5 years.

Reach Media Non-controlling Interest

Beginning on January 1, 2018, the non-controlling interest shareholders of Reach Media have had an annual right to require Reach Media to purchase all or a portion of their shares at the then current fair market value for such shares (the "Put Right"). This annual right is exercisable for a 30-day period beginning January 1 of each year. The purchase price for such shares may be paid in cash and/or registered Class D Common Stock of Urban One, at the discretion of Urban One. On February 14, 2025, certain non-controlling interest shareholders of Reach Media exercised their annual Put Right for approximately $3.2 million, increasing the Company's interest in Reach Media to approximately 94.6% and decreasing the interest of the non-controlling interest shareholders from approximately 10% to approximately 5.4%. On January 13, 2026, the last of the non-controlling interest shareholders of Reach Media exercised their annual right to require Reach Media to purchase the remaining portion of their shares at the current fair market value for such shares (the "Put Right"). On February 25, 2026, Reach Media closed on the last outstanding amounts of the Put Interest increasing the Company's interest in Reach Media to 100%. Reach Media paid the last of the non-controlling interest shareholders approximately $1.3 million for the 5.4% interest, extinguishing all outstanding amounts.

Contractual Obligations Schedule

The following table represents our scheduled contractual obligations as of September 30, 2026:


Contractual Obligations	Remainder of 2026		2027		2028		2029		2030		2031 and Beyond		Total
	(In thousands)
10.500% First Lien Senior Secured Notes(1)	$	3,182	$	6,363	$	6,363	$	6,363	$	63,782	$	-	$	86,053
7.625% Second Lien Secured Notes(1)	8,964		17,927		17,927		17,927		17,927		244,077		324,749
Current ABL Facility(2)	5,288		17,000		-		-		-		-		22,288
7.375% Senior Secured Notes(3)	-		554		7,793		-		-		-		8,347
Other operating contracts/agreements(4)	30,609		50,439		35,370		7,227		4,711		4,673		133,029
Operating lease obligations	3,296		11,390		11,217		10,910		9,137		20,995		66,945
Total	$	51,339	$	103,673	$	78,670	$	42,427	$	95,557	$	269,745	$	641,411

(1) Includes interest obligations based on contractual interest rates on senior secured notes outstanding as of September 30, 2026. Interest is payable semi-annually in arrears on April 1 and October 1 of each year.

(2) Includes interest obligations. Interest is payable quarterly or upon maturity of the applicable draw.

(3) Includes interest obligations based on contractual interest rates on senior secured notes outstanding as of September 30, 2026. Interest is payable semi-annually in arrears on February 1 and August 1 of each year.

(4) Includes employment contracts (including the Employment Agreement Award), severance obligations, on-air talent contracts, consulting agreements, equipment rental agreements, programming and programming measurement and analytics agreements, launch liability payments, and other general operating agreements. Also includes contracts that our Cable Television segment has entered into to acquire entertainment programming rights and programs from distributors and producers. These contracts relate to their content assets as well as prepaid programming related agreements.

Of the total amount of other operating contracts and agreements included in the table above, approximately $106.2 million has not been recorded on the unaudited condensed consolidated balance sheet as of September 30, 2026, as it does not meet recognition criteria. Approximately $13.9 million relates to certain commitments for content agreements for our Cable Television segment, approximately $44.6 million commitments for certain programming related and measurement and analytics agreements, approximately $30.7 million relates to employment and talent agreements, and the remainder relates to other agreements.

Off-Balance Sheet Arrangements

The Current ABL Facility provides for, among other things, commitments in the aggregate principal amount of up to $75.0 million (subject to determination with reference to the "Borrowing Base", as defined in the Current ABL Facility), with incremental capacity to incur an additional principal amount of up to $25.0 million thereunder, with the proceeds thereof to be used primarily for working capital and general corporate purposes, including capital expenditures, permitted acquisitions, permitted investments and permitted dividends, in each case, in accordance with the terms of the Current ABL Facility.

As of September 30, 2026, there were $22.0 million borrowings outstanding on the Current ABL Facility. The Company's borrowing capacity was approximately $21.2 million as of September 30, 2026.

Urban One Inc. published this content on November 13, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on November 13, 2026 at 21:18 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]