Urban One, Inc.

Ladies and gentlemen, thank you for standing by and welcome to the Urban One 2025 Fourth Quarter Earnings Call. As a reminder, this conference is being recorded. We will begin this call with the following Safe Harbor Statement. During this call, Urban One will be sharing with you certain projections or other forward-looking statements regarding future events or its future performance. Urban One cautions you that certain factors, including risks and uncertainties, refer to in the 10Ks, 10Qs, and other reports it periodically files with the Securities and Exchange Commission could cause the company's actual results to differ materially from those indicated by its projections or forward-looking statements. This call will present information as of March 12, 2026. Please note that Urban One disclaims any duty to update any forward-looking statements made in the presentation. In this call, Urban One may also discuss some non-GAAP financial measures in talking about its performance These measures will be reconciled to GAAP either during the course of this call or in the company's press release, which can be found on its website at www.urbanone.com. A replay of the conference call will be available from 2 o'clock p.m. Eastern Time, March 12, 2026, until 1159 p.m. Eastern Time, March 19, 2026. Callers may access the replay by calling 1-800-770-2030. International callers may dial direct 1-609-800-9909. The replay access code is 9077729. Access to live audio and a replay of the conference will also be available on Urban One's corporate website at www.urbanone.com. The replay will be made available on the website for seven days after the call. No other recordings or copies of this call are authorized or may be relied upon. I will now turn the call over to Alfred C. Liggins, Chief Executive Officer of Urban One, who is joined by Peter Thompson, Chief Financial Officer. Mr. Liggins, please go ahead.

Thank you very much, Operator. Also joining us today are Chris Simpson, our General Counsel, Ken Wishart, our Chief Administrative Officer, Jody Drew, who is a the CFO of our cable television unit, TV One and Clio. Thank you all very much for joining us for the fourth quarter results 2025 year-end conference call. As the press release has stated, we actually finished the year just inside our guidance at $56.7 million of EBITDA. We had previously also given guidance for 2026 of $70 million of EBITDA. We're just getting through the first quarter. A lot of moving parts. We're going to wait until we get to the end of first quarter and the next conference call to update, you know, any information on that. So, you know, we're holding back, you know, for the moment. Q1 started off a bit slower than we'd hoped. You know, current radio pacings are down about 5%, you know, but we're still positive. about a number of our operational changes that we have made and also political that is going to be coming in this year. We're also starting to see some significant improvements in our ratings at our cable television unit. So a number of these factors are playing into our decision to hold on to the sort of 2026 guidance update. Very pleased that by the end of last year we were able to do a significant capital markets transaction where we repurchased a significant amount of our 2028 notes at a discount. We extended out our maturities in an exchange into 2031, upsized our AVL credit facility. so we put the company in a much more stabilized position in terms of its capital structure to allow us to continue to focus on delivering the business and to try to take advantage of any offensive opportunities particularly as a relation regulation in the radio business and so we feel very good about that and we continue to maintain our focus on delivering and including Any transactions that we would look to do would be transactions that we're also delivering. So with that, I'm going to turn it over to Peter who's going to give you details on the numbers and then we'll open it up to Q&A.

Thank you, Alfred. Consolidated net revenue for the three months ended December 31st, 2025 was approximately $97.8 million, down by 16.5% year over year. Net revenue for the radio broadcasting segment was $35.1 million, which was a decrease of 26.5% year over year. Excluding political, net revenue was down 10.1% year over year. And according to Miller Kaplan, our local ad sales were down 19% against our markets that were down 12.6%. And our national ad sales were down 40.1% against the market that was down 29.2%. Our largest ad category for the quarter was services, which was up 18.1%, primarily due to legal services. Healthcare was up 3.5%, and financial was up 15.7%, but all of the other major categories were down. Net revenue for the REACH media segment was $13.8 million in the fourth quarter, up 43.9% from the prior year. And then just to leave it there was approximately $0.9 million for the quarter. The increase was primarily driven by an increase in event revenue due to the time under the Fantastic Voyage cruise, which was in fourth quarter 25 compared to the second quarter of 2024, so there was a time indifference there. And that increased revenue and expense was offset by a decrease in political revenue and decrease in network advertising revenue. Net revenues for the digital segment were down 19.6% in the quarter at $14.7 million, Client was driven by decrease in direct revenue streams as a result of decreased DEI money, lower political and lower client spending in general. Direct digital sales were down by $2.7 million for the quarter. Adjusted EBITDA was $1.8 million compared to $2.7 million last year. We recognized approximately $34.9 million of revenue from our cable television segment during the quarter, which is a decrease of 16.8%. Television advertising revenue was down 21.8%. Prime delivery declined approximately 20% from the third quarter for persons 25-54. Cable TV affiliate revenue was down by 9%, which was driven by subscriber churn, partially offset by an increase in subscriber rates, and the launch of Now TV. Cable subscribers for TV1, as measured by Nielsen, finished fourth quarter 25%. at 30.2 million compared to 34.1 million at the end of Q3. The decline is a result of the combination of churn and also a conversion of virtual that's been sold as connected television and therefore pulled out of the Nielsen numbers. Clio TV had 33 million Nielsen subscribers at the end of the period. Operating expenses excluding depreciation, amortization, stock-based compensation, and impairment of goodwill and intangible assets, approximately $90.2 million for the three months compared to approximately $91.1 million for the comparable period in 2024. Our operating expenses in the period included $7.7 million of debt refinancing costs, as well as $6.7 million of expenses related to Fantastic Voyage Cruise. So excluding those two items, operating expenses were actually down by approximately 17%. And that was driven mainly by revenue-related variable expenses such as commissions, sales rep fees, traffic acquisition costs in digital, as well as headcount and related third-party professional fees. Radio operating expenses were down 17.8%, or $5.7 million, driven primarily by decreasing commissions and headcount related expenses. Reach operating expenses were up by 86.1% due to the time of the fantastic voyage. Excluding the event expenses, then expenses at reach were down by 12.1%, which was driven by talent and headcount related expense reductions. Operating expenses in the digital segment were down by 18.5%, driven by a decrease in traffic acquisition costs, commissions, headcount-related savings, and video production costs. Operating expenses in the cable television segment were down 8.3%, driven by lower headcount costs, commission, bad debt, and a reduction in program development write-ons. Operating expenses in corporate were up by approximately $4 million, driven by an increase in the debt refinancing costs that were recorded in Q4 of $7.7 million, which was offset by lower third-party legal and professional fees, software license fees, and other expense reductions at corporate. Consolidated adjusted EBITDA was $15.6 million for the fourth quarter, which was down 41.8%. Consolidated broadcast and digital operating income was approximately $23.8 million, a decrease of 38.3%. On December 18, 2025, the company closed a private tender exchange offer with the holders of the 2028 Senior Secured Notes, representing more than 97% of the aggregate principal amount outstanding. The company tendered for $185 million of the 2028 notes at 60%. We issued $60.6 million aggregate principal amount of 10.5% first lien Senior Secured Notes due 2030. and we issued $291 million aggregate principal amount of 7.65% second lien secured notes due 2031. Following the transaction, $11.8 million of the 2028 notes remained outstanding. We had to account for the transaction under the troubled debt restructuring rules, which means that we don't recognize the gain on the tender P&L, and instead we effectively capitalize that on the balance sheet as a premium. And that will have a knock-on effect in future periods of reducing the P&L interest expense. And the difference between the cash interest expense and the P&L interest expense will go to reduce the premium over time. Interest and investment income was approximately $0.4 million in the fourth quarter compared to $1.1 million last year. Decrease was due to lower cash balances and interest-bearing accounts. Interest expense decreased to approximately $8.7 million in Q4, down from $11.5 million in last year to lower overall debt balances. The company made cash interest payments of approximately $13.4 million in the quarter. And during the first three quarters, the company repurchased $96.7 million amidst 2028 notes at an average price of 53.6% at par, bringing the balance to $487.8 million as of September 30th. And then the debt transaction in the fourth quarter further reduced the outstanding long-term debt balance to $363.4 million at year end. At the same time as the debt transaction happened, we drew down $10 million from our new ABL credit facility. And in the first quarter of 2026, we repaid the $10 million draw on the ABL. And we also purchased an additional $4.3 million of the 2028 notes at 51%. bringing the current outstanding total debt balance to $359.1 million. $55.3 million in non-cash impairment charges were recorded, and that was made up of a half a million at Reach Media, $53.1 million at cable television, and $1.7 million within the digital reporting unit. We recorded amortization expense of approximately for the radio broadcast license, TV1 trade name for the three months. Benefit from income taxes was approximately $9.2 million for the fourth quarter. Company received cash income tax refunds in the amount of approximately $200,000. Capital expenditures were approximately $3.2 million in the quarter and $10.1 million for the year. Net loss was approximately $54.4 million, or $12.24 per share, compared to a net loss of $35.7 million, or $7.81 a share for the fourth quarter of 2024. During the three months ended December 31st, 25, the company did not repurchase any shares of Class A common stock. We did repurchase 13,773 shares of Class D, common stock for approximately $100,000 and an average price of $8.20 per share on a post-split basis. And in January 2026, the company did a one-for-ten reverse stock split and thereby would gain compliance with the NASDAQ listing requirements. As of December 31st, 2025, the current outstanding debt balance was approximately $373.4 million and ending unrestricted cash was $25.5 million, resulting in net debt of approximately $347.9 million, which compares to $56.7 million of LTM-reported adjusted EBITDA for a total net leverage ratio of 6.14 times. And with that, I'll have next help.

Thank you. Operator, can we open the lines up for Q&A?

We will now begin the question and answer session. To ask a question, press star then the number one on your telephone keypad. Again, for questions, please press star followed by the number one. We'll pause for just a moment to compile the Q&A roster. Once again, for questions, simply press star one on your telephone keypad. We have no questions at this time. Mr. Liggins, I'll hand the call back to you.

Well, thank you very much, and we appreciate your support. And as always, we are available offline to answer any questions that you may think of after the fact. And so thank you very much, and we'll see you next quarter.

This will conclude today's call. Thank you all for joining. You may now disconnect.