Urban One Inc Class D Stock

Ladies and gentlemen, thank you for standing by, and welcome to the Urban One 2026 Second Quarter Earnings Call. As a reminder, this conference is being recorded.

We will begin this call with the following safe harbor statement. During this conference 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 referred to in the 10-Ks, 10-Qs and other reports periodically filed 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 August 4, 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.urban1.com.

A replay of the conference call will be available from 2:00 p.m. Eastern Time, August 4, 2026, until 11:59 p.m. Eastern Time on Tuesday, August 11, 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 3701023. Access to live audio and the replay of the conference will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for 7 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.

[Audio Gap]

Also joining us as usual is Jody Drewer, our Chief Financial Officer of TV One; Chris Simpson, our General Counsel; and Karen Wishart, Administrative Officer.

As you've seen in the press release and the results that have come out, we have seen sequential improvements over Q1, but still we are in a rate of decline, less decline than Q1, but however, still a tough first half of the year. We are expecting things to pick up as we go into -- move into Q3 as political starts to become more and more of a factor in our numbers.

We -- even though it's an unknown, we're hopeful because of competitive races in Ohio, Texas, Georgia, North Carolina, and Indiana.

During the quarter, we have continued to reduce our leverage with market repurchases of our debt. We spent about $23.5 million purchasing our 2031 second lien notes at an average price of approximately 42 cents on the dollar. That's about a $60.2 million long-term debt reduction and an annual interest savings of $4.6 million.

However, because of the weak first half of the year, we have decided to adjust our guidance down from 60 to the mid-50s, even though we still don't know exactly where political is going to come out.

And also, we closed on our Dallas acquisition. I believe that was on August 17. And that's off to a good start. That's going to contribute significantly to the last 5.5 months. There's potential upside there, but still out of an abundance of caution and trying to be more accurate, we elected to bring the guide down. That could change. But at this point in time, we're seeing mid-50s.

I'm going to turn it over to Peter to go into the details of the numbers, and then we can open it up for Q&A. Peter?

Thanks, Alfred. So consolidated net revenues for the 3 months ended June 30, '26, was approximately $85.8 million, which was a 6.4% decrease year-over-year. Net revenue for the Radio Broadcasting segment was $35.3 million, a decrease of 3.9% year-over-year. Excluding political, net revenue for Radio was down 6.6% year-over-year.

According to Miller Kaplan, our local ad sales were down 10.1% if the market was down 7.8% and our national advertising sales were down 1.5% against the market that was down 4.6%. So we outperformed on national and underperformed a little on local.

Our largest ad category was services, which was down approximately 0.7%, primarily due to legal services. Government public category was up 14.5% as a result of political spending and telecommunications category was up 16.9%. All the other major categories were down in the quarter.

Net revenue for Reach Media was $4.8 million in the second quarter, a decline of 10.6% from the prior year. Adjusted EBITDA Reach was a loss of $1 million. And we just continue to see declines in network revenue available for us to participate in.

Net revenue for Digital segment was down 8.4% at $9.4 million. The decrease was driven by a decrease in national direct revenue streams as a result of reductions in DEI-focused spending and lower client spending in general due to macroeconomic concerns.

We recognized approximately $37.1 million of revenue from our Cable Television segment during the quarter, a decrease of 7.4%. Cable Television advertising sales were down 9.6% against strong competition from the NBA playoffs and that contributed to Prime delivery declines of 21% year-over-year versus 25-54. And this, along with a continued weak scatter market led to more commercial units continuing to be allocated to direct response at lower average unit rate.

Cable Television affiliate revenue was down by 4.5%, driven by subscriber churn as linear cable continues to decline, and that was partially offset by an increase in subscriber rates. Traditional linear cable TV subscribers at TV One, as measured by Nielsen, finished Q2 at 27.3 million compared to 34.3 million at the end of Q2 '25.

Inclusive of virtual subscribers, TV One finished with 30.5 million Nielsen subscribers compared to 35.4 million in the second quarter of 2025, decline obviously being driven by linear churn.

CLEO TV had 27.2 million traditional linear Nielsen subs and 31.1 million inclusive of virtual subscribers. Through the first 4 weeks of Q3 2026, TV One is up by 4% in Prime versus 25-54 delivery compared to Q2 2026 and only down 3% compared to Q3 2025.

Operating expenses, excluding depreciation, amortization, stock-based compensation and impairment charges were approximately $75 million for the few months, compared to approximately $78.1 million for the comparable period in 2025. This decrease was mainly driven by sales and marketing expense decreases in the operating segments.

Radio expenses were down by 1.6% or $0.5 million, driven primarily by lower revenue and lower bad debt reserves, so lower expenses that connected to revenue, sales commission, et cetera. Reach operating expenses were down 17% or $1.2 million, primarily due to lower bad debt reserves. Operating expenses in the Digital segment were down 8.7%, driven by a decrease in traffic acquisition costs, commissions, headcount savings and bad debt reserves.

Operating expenses in the Cable Television segment were up 4.1%, driven by a combination of programming expenses and accounting for new executive agreements at TV One. Operating expenses in corporate down by approximately 16.7%, driven by lower professional service fees and other compensation-related costs.

Consolidated adjusted EBITDA was $11.7 million, down 16%. Consolidated broadcast and digital operating income was approximately $22.2 million, a decrease of 13.7% year-over-year.

Interest expense in the P&L was down to approximately $2.1 million, down from $9.7 million last year, reflecting the debt repurchase accounting and lower effective interest rates under the Troubled Debt Restructuring laws. We made cash interest payments of approximately $5 million during the quarter.

Semiannual cash interest payment for the 2030 and 2031 notes was made on April 1. And the next payment is due on October 1 for the full 180 days of accrued interest, which is approximately $12.1 million.

During the 3 months ended June 30, we repurchased approximately $23.5 million of our 2031 second lien notes at a weighted average price of 42% of par debt repurchase of the 2031 second lien notes in the second quarter reduced the outstanding long-term debt balance to $303.2 million.

Year-to-date, it's a total reduction in long-term debt of $60.2 million and an annualized interest saving of $4.6 million. Under the troubled debt restructuring accounting and the long-term debt on the balance sheet includes a premium, which amortizes over the remaining term, and we separated that out in the press release, so you can see what that is.

We drew an additional $10 million in the second quarter under the asset-backed facility, which resulted in total outstanding balance there of $20 million. We made a further additional draw of $7 million and then during the quarter, and then we just repaid this week $5 million in the third quarter.

So we're at $22 million drawn there, and we have current borrowing capacity of an incremental $24.1 million. We recognized approximately $13.9 million of goodwill impairment charge and approximately $300,000 of long-lived asset impairment charges related to Reach Media.

We recorded depreciation and amortization expense of approximately $6.2 million, which includes $4.4 million of amortization for the Radio Broadcasting license and TV One trade name. Benefit from income taxes was approximately $1.7 million.

We paid cash taxes net of refunds in the amount of approximately $500,000 and capital expenditures for the quarter were approximately $1.7 million. Net loss was approximately $7 million or $1.58 per share compared to a net loss of $77.9 million or $17.41 per share for the second quarter of 2025.

During the 3 months, we did not repurchase any shares of Class A common stock, and we repurchased 129,543 shares of Class D common stock for approximately $600,000 at an average price of $4.50. That was under the annual repurchase program for employee stock. We also executed stock vest tax repurchase of 145,513 shares of Class B common stock, which was approximately $700,000 at an average price of $4.52 during the quarter.

As of June 30, the current contracted outstanding debt balance was approximately $323.2 million, including the ABL draw. Ended unrestricted cash -- ending unrestricted cash was $15.4 million, resulting in net debt of approximately $307.9 million compared to $46.2 million of LTM reported adjusted EBITDA for a total leverage ratio of 6.66x.

As we previously announced in March, we agreed to sell WMXG and WLNK Radio broadcast licenses in Charlotte, North Carolina, to unrelated third parties for approximately $0.7 million and $4.2 million, respectively. We completed both sales on June 1, 2026, and recognized a gain of $4.7 million.

In April, we entered into an agreement to acquire Service Broadcasting Group in Dallas, Texas, including radio stations KKDA and KRNB for $22 million. At the same time, we also entered into agreement to sell radio station KZMJ to Fusion Dallas LLC for $6 million. We completed on the sale of KZMJ on July 6 and recognized a gain of $3.2 million in the third quarter. We also completed the acquisition of Service Broadcasting Group on July 17, 2026.

With that, I'll hand back to Alfred.

Thank you, Peter. Operator, can you go to the lines for Q&A, please?

[Operator Instructions] Our first question will come from the line of Ben Briggs with StoneX Financial.

So I've got a couple here. So a lot of puts and takes here, but obviously, we've got midterms coming up. I know that you mentioned political is going to be a tailwind. Is there any way you can quantify that or even give some, I guess, relative guidance versus what it was like previously? I know that with the Dallas acquisition, there may be some changes as far as what the political demand looks like...

Yes. That's difficult. That's like -- we don't know yet how much money people are going to spend. I mean, that's -- we won't know until we actually get into the negotiation of it. It's also going to depend on exactly how competitive people think it's going to be.

I do know that we've got Radio budgeted at about $11.1 million. And in '22, we did 12 -- basically 13. And so not quite as -- we're not -- we're saying that we're not going to be quite as robust as '22, but...

There was a big...

There was a big Georgia runoff, right? So -- and it was a runoff. So you kind of got 2 bites of the apple. Georgia is expected to be competitive again, right, in the Ossoff race. But there won't be a runoff.

And so you just don't know. It's like it's hard to tell. I mean, it feels like it's going to be -- I mean, fortunately, what we can tell -- we can look at polls and see where the races are close, right? Like close in Georgia. They're also -- the governor's race looks close there.

Keisha Lance Bottoms, again, I forgot the Republican candidate's name. That looks close. She's supposedly kind of behind the curve on fundraising, which I don't really understand given a competitive race like that, why wouldn't people be throwing money at it.

So there's all these wildcards. But anyway, let's just say it's going to be competitive. Indiana is going to be competitive on a -- I think it's a state attorney general's race. Ohio is supposedly competitive with Sherrod Brown trying to reclaim a seat in the Senate. And everybody in the country has been talking about Texas and [ Palo Rico ] versus Paxton.

Anything could change, right? The gap could widen and people feel like it's less competitive. I hope that doesn't happen. And then also the other wildcard is how much do advertisers spend with radio versus spending with digital and TV, et cetera.

So suffice it to say, it feels like that they're multiple competitive races in places that we have stations. And you're right, Dallas should be different for us because we've got a very strong position against the African-American audience, the Democrats looking more competitive.

And so that should bode well for us. But exactly how well for it, I can't -- I can't tell you. And you can find somebody who can actually really predict what the ad dollar market is going to be in this industry. You probably can make money with them on tally sheet.

I will keep that in mind. I will keep that in mind.

But -- so those are the races that we build right now that we feel will help us, right? Yes.

Yes. Yes. I think you said you've got about $11.1 million budgeted for political in fiscal '23 --

Correct.

-- in Radio. Will anything flow through to TV from political?

Yes. I mean TV usually only gets political in a presidential. So digital should see some, but TV, no.

Got it.

That's right.

Are you expecting much in Digital?

I don't remember what the budget is. I think it's maybe a couple of $1 million or something like that or maybe $1 million. Yes, maybe it's $1 million. And so -- and Digital can obviously be geo-targeted, right, so.

Yes, yes. Okay. And then kind of moving along, so I know on the last call, you guys discussed some AM towers that might get sold. Is there anything to report there?

Nothing to report now. It's a process that's ongoing right this second. And we feel good that we're going to have a positive outcome, and we think there'll be a positive outcome this year.

Got it. Okay. And then last one for me is -- so I know you moved guidance from $60 million to mid-50s. I think on the last call, there had been a discussion of about $40 million of free cash flow expectation in 2026. Is it safe to say using the mid-50s EBITDA that it would be about $35 million of free cash flow expectation now? Am I thinking about that the right way?

Yes. There's some more puts and takes on non-cash stuff like ADU burning through that, writing off ADU balances. It's probably lower than that now just because of the composition of how we're getting to the revenue and to the EBITDA number.

Our next question will come from the line of Aaron Watts with Deutsche Bank.

I've got a couple, if I may, around the ad environment. I'll start on the radio side. I see the sequential improvement from first quarter, but I think 2Q came in a little weaker than you had guided us last quarter. I appreciate it's difficult to be around 1 percentage point smart in advance on radio ads. But any factors you'd call out that maybe pushed 2Q a little softer than you had originally anticipated back in May on your last call?

Yes. I mean I think local came in lighter than we thought and we underperformed the market locally. Within that, obviously, there's a whole -- it's not really one category. It was just across the board. And so yes, the pacing that we gave on the last call, we did miss those a little bit. And I think almost all of that was in local.

Anything you'd call out that is right now pushing national to be a bit firmer than local?

Not really. We've been underperforming the marketplace nationally. So I think we just righted that ship a little bit.

Okay. If I look ahead to your 3Q Radio guide down 2.8%, does that compare to the minus 3.9% you just reported in 2Q? And does that imply some firming in the underlying core ad market? Or is that purely the political lift you were -- Alfred, you were kind of talking about a minute ago?

You've got political starting to sweep in there. You've got improvements in our Washington, D.C. market over what it was a year ago based on some format changes. Atlanta is doing better than we thought it in Q3, and that's before political jumped in there. I think I looked at that Atlanta forecast for political, it's not a huge number.

Yes, we don't have a lot of political on the books yet. We've only got $100 million. So the pace in that was more or roughly the same.

Yes. We're struggling in Indianapolis, which has been a struggle all year long. Houston had a great Q1, tough Q2, starting to do better again in Q3 and Q4. We think we took -- we lost the momentum because of World Cup, believe it or not, because so many people, like, took money and put it against that, that we felt like it really hurt us, particularly in Houston.

Okay. That is helpful context. And I guess one last one for me. Shifting over to the TV side. Was it many of those same factors kind of weighing on TV advertising or anything in particular to the TV side that you would call out that pushing that advertising?

TV is more of an inventory problem, more CTV impressions out there, weaker scatter market means that dollars start to default. We're going into upfront now, right? So upfront shows that you've got less advertisers coming for linear.

And then when you look at CTV, you've got more impressions because of Netflix and Amazon and then you've got a weaker scatter market. Long story short, it's putting pricing pressure on ad rates, particularly as ad rates start to default to direct response.

I mean, I think those are the same kind of macro trends that folks are seeing in the linear cable business. I haven't been following everybody's numbers. But when I see Warner Bros. Discovery report, et cetera, it's kind of similar factors.

Our next question will come from the line of Dennis Pannullo with Lapan Partners.

Most of my questions are actually already answered. I just have one last question. You guys had what about $14.1 million -- this question is for Mr. Thompson, $14.1 million in noncash goodwill and intangibles write-downs. Is that about right?

Yes. That was all in Reach Media. That was all other networks.

Just because of the way you guys word your press releases and don't actually mention or specifically talk about that, what would the bottom line have looked like without that $14.1 million noncash write-down?

Well, look, we added back in adjusted EBITDA because it is noncash. So in the numbers -- in the headline numbers that we look at when we talk about the $11.7 million of adjusted EBITDA, it's already added back there. Obviously, on net loss and EPS and stuff, it's in there, and you would add that back.

Of course, being a -- because a lot of people don't -- some investors probably don't get what EBITDA means. And I think if you broke it down just a little bit clearer for some of the investors, I think it would be helpful. Just my two cents.

Again, it's only worth $0.01. We have this noncash issue pretty much every quarter, and it just beats the hell and makes the top line number. When people look at the top line number, they see a loss of like $11 million. And kind of...

Yes. No, those impairments do swamp the numbers. I mean, hopefully, we're cycling through to get that.

And you guys are working hard to get your expenses down, you guys have done a great job with interest expense, obviously, you tweak your -- you become much more efficient in all your operations. And you get no benefit for it because this noncash stuff knocks the c*** out of you guys all the time.

Yes. Look, it's the way that GAAP tells us we do it, and that's what we stick to. What I was saying -- we're cycling through, hopefully, the end of that because we moved our Radio FCC licenses to be amortized.

So we made the client [indiscernible] when we amortize them. And so we shouldn't see -- we won't see big impairments there. We've written down all of the goodwill at Reach. So there's not any more to go. So I think I'm hopeful that as we move forward, we shouldn't see nearly as many of the noncash [indiscernible].

And that's actually a great positive. And I'm glad you noted that. All I'm saying is you go into great detail, Radio down X%, TV down X%. You guys go into great detail in your PR, but nowhere in there does it state that there was a noncash charge that made you guys lose $14 million. And that's all I'm saying is that you maybe extrapolate that in your PR a little bit better.

Soon as we notice it. Got it. Yes.

[Operator Instructions] And our next question will come from the line of Adam Jacobson with rbr.com.

I wanted to dive in a little bit more regarding the impairment charges because if you look at the overall numbers and you look at the portrait of Urban One, your net loss was basically reflective of the impairment charge lowering to $14.16 million from $130.08 million. And as the last gentleman noted, the adjusted EBITDA here is certainly very important. And you've been talking a lot about political dollars.

But let's move ahead to 2027. Political is cyclical. So what are you -- plans in terms of the overall portrait for Urban One past political? Are you going to be focusing and doubling down on the multicultural story?

Are you going to be looking at some of the non-multicultural assets and questioning, well, is there opportunity there? Or is that a nonessential asset? Just wondering what the post-political portrait is for you? Or is that still a little too early to ask?

I think we have shown that we are open to expanding outside of our core African-American targeted demographic, particularly as it relates to our radio operation and in particular, as it relates to markets where we already operate and we're building scale.

I think I've said that we believe that, that does give us more arrows in our quiver to help drive local ad solutions for our clients in those local markets, and we've seen success in that. So I think you'll see us continue to do that.

Managing political versus nonpolitical years is something that we do like every 2 years. And so we know there won't be political next year like there was a political last year. And so we'll have an operating plan to deal with that.

But yes, we believe that there will be further consolidation in the Radio business. We don't have any plans to go outside of our Urban footprint in television at this point. And we look at some digital businesses that would have taken that, but couldn't come to terms on price.

So I think the most likely place that, that happens is in Radio because, look, you're in the business. So I'm assuming RBR's Radio Business Report, you know that there's going to be further consolidation. There's a lot of assets for sale.

And the key is to be able to acquire something that is delevering, number one, and accretive. And you also got to be able to acquire it at a value level that takes into account that even if you own everything, there's probably still pressure on your top line in a market because there's just pressure against the medium in the advertising space, right?

And so -- but look, that's been helpful to us. Houston is our largest market now, and our acquisition of the Cox stations was very beneficial to us there. Dallas was an Urban acquisition, but that was a market where we had -- neither them or us were making any real money.

And I think the way we're configured now will actually fix that, right? So we're just trying to be smart about how we do it. By the way, the trail -- the radio consolidation trail is littered with companies that went bankrupt through consolidation just for the sake of consolidation. You have to be very deliberate about it.

This concludes the question-and-answer session. And I'll hand the call back over to Alfred for any closing comments.

Thank you, operator, and thank you for those folks that participated and asked questions. We look forward to speaking with you either offline if you have additional questions or next quarter, and we'll have a better handle on how the year shapes up on the next conference call. Thank you.

This concludes today's call. Thank you again for joining. You may now disconnect.

Hello, ladies and gentlemen. Thank you for standing by. Welcome to the Urban One's 2026 Annual Stockholders' Meeting. As a reminder, this meeting is being recorded.

During the meeting, the company may share with you certain projections or forward-looking statements regarding future events or its future performance. We caution you that certain factors, including risks and uncertainties, referred to in Form 10-Ks, 10-Qs and other reports we periodically file with the Securities and Exchange Commission, could cause our actual results to differ materially from results indicated by any projections or forward-looking statements. This meeting will present information as of June 11, 2026.

Please note that Urban One disclaims any duty to update any forward-looking statements made in today's presentation. A replay of the 2026 Annual Meeting will be available from 1:30 p.m. Eastern Daylight Time, Thursday, June 11, 2026, until 11:59 p.m. Eastern Daylight Time, Thursday, June 18, 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 2605956. 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 7 days after the 2026 Annual Meeting.

No other recordings or copies of this call are authorized or may be relied upon. In fairness to all stockholders and in the interest of an orderly meeting, we require that you honor the following Rules of Conduct.

One, the meeting will follow the agenda set forth in the notice of the 2026 Annual Meeting dated April 28, 2026, and sent to each stockholder of record on April 13, 2026, who is entitled to vote. In accordance with the Company's bylaws, new shareholder proposals will not be accepted. Two, if you wish to address the meeting, please wait until the question-and-answer portion of the meeting, at which time, I will take questions from the queue of callers. Upon being recognized, please state your name clearly, your status as a shareholder or a proxy holder and present your question or comment.

Three, each speaker is limited to a total of no more than 3 questions or comments, no more than one of which may be on any single topic and each of which must be no more than 1 minute in length.

Four, the views and comments of all stockholders are welcome. However, the purpose and agenda of the meeting will be observed, and the chairperson may stop discussions that are irrelevant to the business of the company or the conduct of its operations, related to pending or threatened litigation, derogatory or not in good taste, unduly prolonged no longer than 1 minute. Repetitions of statements or questions of other stockholders related to employment matters or personal grievances or not otherwise properly noticed in the stockholders before the meeting.

I will now turn the call over to Alfred C. Liggins, Chief Executive Officer of Urban One. Mr. Liggins, please go ahead.

Thank you, operator. And as always, we would like to start our Annual Stockholders' Meeting with remarks from my mother and the Founder of Urban One Ms. Catherine Hughes.

Thank you, Alfred. First and foremost, I give praise, and thanks to God from whom all blessings flow. Good morning, and welcome to our Annual Stockholders' Meeting. To our stockholders, Board Members, advertisers, employees, partners, and friends of Urban One, thank you for joining us today. Your presence reflects your belief in our mission. Your confidence in our future, and your commitment to the communities we serve. As we gather today, we do so in a time of change, uncertainty, and challenge. Yet through it all, we remain totally focused on our mission of being of service.

One thing that we have learned is that the only constant in life is change. We know that how we adjust to change and handle it will define who we are and what our future will look like because it's all about ensuring that the voices of the multitude are heard and that they are consistently provided a platform to be seen, heard, and respected. Success does not come without sacrifice. There were times when our future was far from guaranteed. But when the needs and wants of others are placed before your own individual wants and needs, the chances for success return tenfold.

This company has been built through self-determination, sacrifice, and unwavering commitment to serving our communities for several decades. These values have guided us to sustain this and remain the foundation of Urban One today. So even in the most challenging of times, we can identify hope, and we find strength in the youth of our country. Their integrity, their motivation, and their determination remind us that the future is always filled with possibilities and new ways of doing things.

Urban One was built on the belief that our stories matter. Our voices matter and our realities deserve to be seen, heard, and valued. That commitment remains as strong today as it was when this company was founded 45 years ago. We did not come this far by ourselves, and we cannot go forward alone to our stockholders, Board members, employees, advertisers, partners, and friends. Thank you for your trust, your support and your belief in our mission.

As we look to the future, we will continue to serve with purpose, lead with integrity, and build on the legacy that has brought us this far. For more than 45 years now, we have been blessed to grow, to serve, and to make a difference, and we do not underestimate that responsibility. So, our prayer is that God will continue to love and direct us, guide and protect us as we forge forward. Thank you for your support of our collective mission. God bless each and every one of you.

Thank you very much, Ms. Hughes, for those wonderful remarks. Good morning, and welcome to the Annual Meeting of Stockholders of Urban One, Inc. I am Alfred C. Liggins, Chief Executive Officer and President, and I will serve as Chairperson of this meeting. The meeting is hereby called to order.

With me this morning are Catherine L. Hughes Chief Chairperson of the Board of Directors and Secretary; Peter Thompson, Executive Vice President and Chief Financial Officer; Karen Wishart, Executive Vice President and Chief Administrative Officer; Chris Simpson, our Chief Legal Officer; and Veronika Takacs, Vice President and Corporate Controller. Also present is Scott Flower of PricewaterhouseCoopers, our independent registered public accounting firm.

To proceed with business, we must first determine that there is a quorum of shares present or represented by proxy and entitled to vote. Is there a motion?

I move that the Chairperson appoint Veronika Takacs as Inspector of Election to determine the shares present in person and represented by proxy and entitled to vote.

I second the motion.

All those in favor say, Aye.

[Voting]

Those opposed.

[Voting]

The motion is carried, I appoint Veronika Takacs as Inspector of Election to determine the number of shares entitled to vote, represented by proxy, or having voted telephonically or electronically. Will the Assistant Secretary, please administer the inspector's oath?

Do you, Veronika Takacs, being sworn to your oath, swear that you will faithfully, honestly, and impartially perform the duties of Inspector of Election, and will, to the best of your skill and ability, conduct the vote to be held this day and make a true report of the same?

I do.

With the Assistant Secretary now report on the mailing of the notice of this meeting.

This meeting is held pursuant to a printed notice dated April 28, 2026, to each stockholder of record on April 13, 2026, who is entitled to vote. A list of stockholders entitled to vote has been available at the offices of the company for the past 10 days and is available after the meeting for examination by any stockholder desiring to do so. All documents concerning the call and Notice of Meeting, will be filed with the records of the meeting.

Will the Inspector of Election now report on the presence of a quorum of shares that have voted electronically or that are represented by proxy and entitled to vote.

The count of shares voted prior to the commencement of the meeting indicated that there are voted or represented by proxy 4,81,132 shares of Class A common stock and 286,183 shares of Class B common stock, together representing more than a majority of the total outstanding and eligible to vote.

As more than the required majority of shares is represented, I declare that a quorum is present. On behalf of the Board of Directors of Urban One, I would like to express my appreciation to all stockholders who returned their proxies or voted by phone or Internet. All of the proposals are described in the proxy statement that was mailed to stockholders of record as of April 13, 2026.

The Board unanimously recommends a vote in favor of approval of each of the proposals. The first matter to be acted upon is the election of two Class A directors. The Board has nominated Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2027 Annual Meeting of the company or until their successors are duly elected and qualified. Is there a motion?

I move that Mr. Jones and Mr. McNeill be elected as Class A directors.

I second the motion.

Is there any discussion. All right. The second matter to be acted upon is the election of the 4 remaining directors. The Board has nominated Catherine L. Hughes, Alfred C. Liggins III, D. Geoffrey Armstrong and B. Doyle Mitchell, Jr. as directors to serve until the 2027 Annual Meeting of the company or until their successors are duly elected and qualified. Is there a motion.

I move that Ms. Hughes, Mr. Liggins, Mr. Armstrong, and Mr. Mitchell be elected as directors.

I second the motion.

Is there any discussion? The third matter to be acted upon is the approval of the Urban One 2026 Equity and Performance Incentive Plan. Is there a motion?

I move that the Urban One 2026 Equity and Performance Incentive Plan be approved and adopted.

I second the motion.

Is there any discussion. The fourth and final matter to be voted upon is the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026. Is there a motion?

I move that the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Urban One, Inc. for the year ending December 31, 2026, be approved and adopted.

I second the motion. Is there any discussion?

While the books for all the proposals are being tabulated, I will accept a motion for the filing of the various records pertaining to the Annual Meeting.

I move that the Assistant Secretary be directed to file with the records of the company the following documents: A list of stockholders entitled to vote at this meeting, proxies and ballots presented; the Notice of Meeting and certificates of mailing thereof; and the report of the Inspector of Election.

I second the motion.

You have heard the motion. All in favor, say aye.

[Voting]

Those opposed?

[Voting]

We now welcome any questions or comments you may have. Before you ask a question, please state your name, city of residence, and indicate whether you are a shareholder or a proxy for a shareholder.

[Operator Instructions] There are no questions at this time. I will turn the meeting back to you, Mr. Liggins.

Thank you, operator. Would the Inspector of Election please report on the tabulation at this time.

Based on my preliminary tabulation, a majority of votes cast by the holders of Class A common stock has been voted in favor of the election of the Class A directors. The majority of votes cast by the holders of Class A and Class B common stock has been voted in favor of the election of the other directors, the approval of the Urban One 2026 Equity and Performance Incentive Plan and ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm.

Is there any other business that may properly come before this meeting?

I move that this Annual Meeting of the Stockholders of Urban One, Inc. be adjourned.

I second the motion.

All in favor, say aye.

[Voting]

Those opposed.

[Voting]

The motion is carried. I declare this meeting adjourned, and thank you all for your time, your attention, and your support.

This concludes today's meeting. We thank you for joining. You may now disconnect.

Ladies and gentlemen, thank you for standing by, and welcome to the Urban One 2026 First Quarter Earnings Call. As a reminder, this conference is being recorded. We will begin this call with the following safe harbor statement.

During this conference 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 referred to in the 10-Ks, 10-Qs 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 May 14, 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 2:00 p.m. Eastern Daylight Time, May 14, 2026, until 11:59 p.m. Eastern Daylight Time, May 21, 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 3438559.

Access to live audio and a replay of the conference will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for 7 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, and welcome to our first quarter results conference call. Also joining Peter and I are Jody Drewer, the Chief Financial Officer at TV One; and Kris Simpson, who is our General Counsel.

The press release came out this morning. I think that we had warned, inferred, other people have also reported already. But first quarter was a very tough quarter. We were budgeted to be down, but things -- the marketplace was softer than anticipated due to continued declines in the traditional ad marketplace.

Peter will give you more specifics and details on the numbers in a moment. But with a slow start to the year, we've been focused on balance sheet management and debt reduction and deleveraging opportunities. Since the beginning of the year, we spent approximately $25 million to reduce our debt balance by another $60 million or so approximately, just to over $300 million of gross debt.

We've also announced some delevering and accretive M&A with the acquisition of Service Broadcasting in Dallas -- Dallas, Texas, 2 radio stations there in the marketplace for an in-market consolidation opportunity for an announced purchase price of just about $22 million. But net of dispositions of 1 station in Dallas and 2 stations in Charlotte, we will spend approximately -- and by the way, those dispositions don't contribute any cash flow currently.

We'll invest approximately $11 million and pick up about $5 million in pro forma EBITDA. And with that, we are also giving out a new -- as I said in the last conference call, we're going to wait until after we got through the first quarter to look at what we wanted to do about updating guidance for 2026.

So with that, we're actually updating the 2026 guide to approximately $60 million of EBITDA, and we expect year-end leverage to be below 5x by year-end with these acquisitions and dispositions. Another bright spot on this is with these numbers, we'll generate about $40 million of free cash flow this year. Peter is going to have more details on that in his comments.

So I'm going to let Peter go into details, and then we can open it up for Q&A and answer any more detailed questions about the business.

Thank you, Alfred. So consolidated net revenue for the quarter was approximately $77.7 million, down by 15.8% year-over-year. Net revenue for the Radio Broadcasting segment was $30.5 million, which is a decrease of 6.4% year-over-year. Excluding political revenue, net revenue for radio was down 8.7% year-over-year. And according to Miller Kaplan, our local ad sales were down 5.5% against the market that was down 7.1% and national ad sales were down 8.2% against the market that was down 6.7%.

Our largest ad category was services, which was up 14.5%, primarily due to legal services. And the government and public category was up 23.6% due to political spending. But all the other major categories were let down. Net revenue for the Reach Media segment was $4.9 million, down 17% from the prior year and adjusted EBITDA was a loss of $0.5 million for the quarter. This decrease was primarily driven by a decrease in the network marketplace revenue and key client attrition.

Net revenues for the digital segment were down 33.5% in the first quarter at $6.8 million. The decrease was driven by the decrease in national direct revenue streams as a result of a reduction of DEI-focused spending, ad budgets being pushed to second quarter and second half and a general pullback in advertiser spending due to macroeconomic concerns.

Local digital revenue was up 10.9% for the quarter as we continue to focus on expanding and improving our local digital sales. We recognized approximately $36 million of revenue from our cable television segment during the quarter, a decrease of 18.5%. Cable television advertising revenue was down 24.9%. Prime delivery declined 24% year-over-year for persons 25-54.

The integration of Nielsen DASH data gave a boost to linear inventory. And this, along with a weak scatter market led to more commercial units being allocated to direct response, which has a lower average unit rate. Cable television affiliate revenue was down by 9.8%, driven by a decrease in subscribers as linear cable continues to decline and that was partially offset by an increase in subscriber rates.

Cable subscribers for TV One, as measured by Nielsen, finished the first quarter at 29.1 million compared to 30.2 million at the end of Q4. The decline is a result of the combination of churn and a conversion of virtual MVPDs has been sold as connected television and therefore, pulled out of the Nielsen numbers. Cleo TV had 28.6 million Nielsen subscribers.

Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of goodwill and intangible assets was approximately $73.5 million compared to approximately $80.7 million for the comparable period of 2025. Decrease was mainly driven by sales and marketing expense decreases in the operating segments.

Radio expenses were down 3.8% or $1.1 million, driven primarily by lower costs associated with revenue, lower facility and rental costs, lower national rep fees and lower bank charges. Reach operating expenses were down by 16.2% or $1.1 million, primarily due to lower bad debt reserve, lower bank charges and lower revenue-related expenses.

Operating expenses in the digital segment were down 19.7%, driven by a decrease in traffic acquisition costs, commissions, headcount-related savings and third-party ad serving costs. Operating expenses in Cable Television segment were down 9.8%, driven by lower marketing expense, lower programming content amortization and research costs.

Operating expenses at corporate were down approximately 6.1%, driven by lower professional service fees and payroll-related costs. Consolidated adjusted EBITDA was $4.7 million for the first quarter, down 63.8% Consolidated broadcast and digital operating income was approximately $14.9 million, a decrease of 35.4%.

Interest expense was down to approximately $4.4 million, down from $10.9 million last year. The company made cash interest payments of approximately $700,000 in the quarter on the outstanding 2028 notes. Semiannual cash interest payments for the 2030 and 2031 notes were made on April 1 for 102 days of accrued interest from the transaction date of December 18, 2025. And the next payment on those notes is now due October 1 for the full 180 days of accrued interest.

During the first quarter, the company repurchased $43 million of its -- sorry, $4.3 million of its 2028 notes at an average price of 51% of par for a $2.1 million gain and approximately $32.4 million of its 2031 second lien notes at a weighted average price of approximately 40.7% of par. The discounted debt repurchases in the first quarter reduced the outstanding long-term debt balance to $326.7 million as of March 31, 2026.

The company repurchased an additional $23.5 million of its 2031 notes in Q2 at 42% of par. And so as Alfred said, year-to-date, a total reduction in long-term debt of $60.2 million, which will give us an annual interest saving of $4.6 million. Under the troubled debt restructuring accounting, the long-term debt on the balance sheet includes a premium, which amortizes over the remaining term.

And on the ABL, we drew $10 million in the fourth quarter and repaid that in the first quarter. And then on March 31, we drew another $10 million with the 6-month maturity, which was outstanding as of March 31, 2026. We drew a further $10 million in the second quarter of 2026 to help us do the long-term debt repurchase. And so we have a current outstanding balance today of $20 million on the ABL. And we have incremental borrowing capacity of approximately $22 million today.

No impairment losses were recognized for the 3 months ended March 31, 2026. We recorded amortization expense of approximately $6.2 million, including $5.6 million for the radio broadcast license and TV One trade name for the 3 months ended March 31, 2026. Benefit from income taxes was approximately $1.4 million for the first quarter.

The company paid cash income taxes net of refunds in the amount of approximately $0.1 million. Capital expenditures were approximately $3.4 million in the quarter, which included the Indianapolis studio refurbishment, which is why that's higher than you would normally expect to see. So that will normalize over time. Net loss was approximately $3.1 million or $0.69 a share compared to a net loss of $11.7 million or $2.64 per share for the first quarter of 2025.

During the 3 months, the company did not repurchase any shares of Class A common stock, and we executed stock best tax repurchases of 2,187 shares of Class D common stock at a price of $5.73 per share. As we previously announced, in March, the company agreed to sell its WMXG and also WLNK radio broadcast licenses in Charlotte, North Carolina to unrelated third parties for approximately $0.7 million and $4.2 million, respectively. We anticipate to close on the sale by the end of Q2.

In April, the company entered into an agreement to acquire Service Broadcasting Group in Dallas, Texas, including radio stations KKDA and KRNB for $22 million. At the same time, we also entered into an agreement to sell radio station KZMJ to Fuzion Dallas for $6 million. Pending FCC approval, the Dallas transactions are expected to close in Q3. So the net of all of that radio M&A is roughly $11 million of outflow. And on a pro forma basis, we think the incremental cash flows from that will be around about $5 million.

As of March 31, 2026, current contractually outstanding debt balance was approximately $336 million and the ending unrestricted cash balance of $27.2 million, resulting in net debt of approximately $309.5 million compared to $48.5 million of LTM reported adjusted EBITDA for a total net leverage ratio of 6.39x.

Cash flow from operations is expected to be around $40 million for the year, and we do anticipate repaying the $20 million ABL balance in the second half of the year. And based on the guidance that we gave, we anticipate net leverage being below 5x at year-end.

And with that, I'll hand it back.

Thanks, Peter. Operator, could you please open up the lines for questions?

[Operator Instructions] our first question will come from the line of Ben Briggs with StoneX Financial.

So I wanted to touch on one thing here. So first of all, congratulations on the acquisitions that you made this quarter. I know kind of moving some of the chips on the board is an important strategy for you guys. Can you give us some clarity on the thought process behind these? Is it more attractive formats that you think are going to make the difference? Or is it better geographies or a combination of both? Any clarity there would be great.

They aren't different formats. They are similar formats in the marketplace. So we're really looking to expand our reach and our service of the African-American community in Dallas, Texas. So I think it's going to help us all the way around in terms of serving local advertisers.

It's the economics of putting those clusters together and also selling off our one station are going to create a much larger cluster that has more revenue scale. And with those economies of scale, you're producing significantly more EBITDA. So it makes a lot of sense. It's an acquisition that we've been -- I've been trying to do for almost 30 years. I think we -- actually, so we went public in May of '99. That's when we bought our first Dabl Station and trying to make a deal with the owner operator there, Mr. Henry Childs, who's a wonderful broadcaster and has been in this business for a long time. And we've always stayed in touch. And we finally were able to do something.

What really helps it is again the disposition of the one station that we have that I think does maybe a couple of million dollars of revenue, but really no cash flow contribution. Those 2 stations in Charlotte that we're selling will probably do just about $1 million of revenue this year and also contribute no cash flow.

The 2 stations in Charlotte became salable because we moved our news talk format off of WBT-AM, and we put it on -- what was WLNK-FM, which is a full market signal there because these spoken word formats have to move to the FM band. So we finally did that. And then we moved the adult contemporary format to these stations, which one is a Class A in Charlotte. The other one is a C3 that's just south of Charlotte.

And so we're really positioning that Charlotte cluster for the future, and -- but there was no cash flow associated with it. It also actually frees up the land associated with the tower sites for WBT-AM and also for our old WFNZ-AM, which we also moved to the FM band. So something I didn't talk about is that we've got significant value in those land assets in Charlotte, and there is a process going on as we speak to monetize those parcels.

So all in the vein of how do we look or be accretive in delevering M&A. So you got to get it at the right price. It's got to be an operational fit such that 1 plus 1 equals 3 in terms of profitability. And so we think what we did in Dallas and what we're doing in Charlotte is -- are significant -- going to be significant plays in our effort to continue to delever.

Okay. That's great color. And I appreciate the information about the land that some AM towers are on that frees up. Can you give any more clarity on the monetization process? Is it going to be -- are you going to lease? Are you going to sell? Are you not sure yet?

We can't. We're -- the land is listed with JLL right now, and there's a process going on to bring in offers and to evaluate and to -- eventually to sell it.

And our next question will come from the line of Dennis Pannullo with Lapan Partners.

I know the first quarter seasonality is the weakest quarter of the year, but to see TV down double digits. And did I hear Mr. Thompson right? Did you say digital -- your digital broadcast was up?

Q2. No, look, so super soft Q1, but a bunch of campaigns got pushed into Q2 and the back half. So Q2 and digital is actually up. So yes, sorry, of all of the other divisions, I think that the digital folks are optimistic and confident about making their numbers for the year, right? So we have a weak Q2, but a weak Q1, but a stronger Q2.

Maybe because a lot of your peers are transitioning to digital and digital sales have been pretty strong. So I'm sure that we're probably trying to head in that same direction, I would imagine. Margins are better. Sales numbers are better, are we on market applying that division?

The -- well, the division has grown from I mean we created Interaction One and for a long time, it was a breakeven division. And then I think revenue went from like low-30s to $75 million after sort of the George Floyd DEI and it was wildly profitable. When I say wildly, went up to, call it, $20 million. Now there's pressure on digital publishers, of which they are.

You can see BuzzFeed had its challenge, et cetera. But even with all of that, advertisers are moving more towards digital. So it will still be not a $20 million profitable division, but from $6 million of course. But a misnomer that you just mentioned is that the margins aren't better in digital. The margins are actually worse, particularly on local digital because a lot of the campaigns that you sell require you to, a, do specialized individual custom content; and b, oftentimes, you need impressions that are not owned and operated impressions to build scale, and those impressions are very expensive to buy. And so you have TAC, which is traffic acquisition cost.

And the radio business, local radio has been moving in that direction, but it is a lower-margin business. But as I -- and our local radio stations have been behind the curve in local digital, and we're pushing and improving in that area because I tell my guys and ladies that low margin is better than no margin, right? So...

Yes. And Dennis, on the local -- to Alfred's point, on local digital revenue, I mentioned in my sort of prepared remarks, we were up 10.9% for the quarter. The marketplace was up 20%. So local digital is where the growth is in radio. And we're sort of trailing that curve, but we're working hard to catch up.

Yes. More scale in our markets will help us be a better local digital marketing partner for our advertisers. So we're focused on that.

And let me just take a quick second to thank you and management for working so hard. I mean, my God, that refinancing you guys did in December was awesome. You didn't any of the company. There was no dilution to shareholders. And unfortunately, the market didn't reward you in any way, shape or form for that.

And now with this additional debt repurchase and another $1.1 million in interest savings plus the premium savings, it's looking like, if I'm not mistaken, your quarterly interest cost on your P&L was going to be under $3 million. Does that sound about right to Thompson?

Yes. It's -- look, that's the weirdness of having to amortize the premium, but it reduces the effective interest rate. I think the way to think about the interest burden going forward is the cash interest expense. Yes. So $24.8 million is the pro forma cash interest expense moving forward, which is obviously way down on where we've been historically. And to your point, helps us generate more free cash flow, right?

Yes. Look, you're in -- we're in tougher businesses, right? And so it really -- it's going to be a threading of the needle of how do you manage the balance sheet, get your interest burden down, get your debt down, find the places where you can create more cash flow. And look, you got to deal with the reality is that at least the assumptions that we make, like when we did this Dallas acquisition, our model has the Dallas market going down in spot revenue and digital going up with lower margins. But net-net, the market coming down, right?

And I don't have a crystal ball as to what happens to the media ecosystem in terms of technology and who's competing and what it means. And I don't think anybody does, but you just got to manage that debt down and stay ahead of it. And so that's what we've been doing. That's what we plan. I mean, it's actually -- the fact that in February of '21, we had $825 million of debt. 5 years later, we've got $303 million of debt. Now we have less cash flow, too. But that's...

Well, even looking at January of 2024, you had $725 million. So in just a few years, you guys took off over $400 million of debt without diluting shareholders a single share.

Yes. I mean, that's all fine and good, but the -- and I appreciate that. But the stock trades basically as an option level because what's the value, right? Like can you value stuff -- we're like, hey, we're going to be below 5x -- somebody could argue that your assets, cable and radio are worth 5x. So there's no equity value, right? Right now, because it certainly benchmarks, whether it's AMC Networks or whether it's worsened or like have seen multiples, below 5x, right? So -- but we sold drawn. That's the reason you got to get your debt down to 3x, right? And that's what we're focusing on.

We even your free cash flow that you just mentioned, you're going to do $40 million, your current market cap is $26 million this morning. I mean, how many companies are trading under 1x free cash flow? I don't know, I mean, I don't know what your peers typically trade at. But when I took a look, they typically trade at 5 to 8x free cash flow. You guys are less than 1.

Well, look, I think the market has got to get comfortable that our company, these companies are going to make it through the curve, right, because a number of folks that have not made it. Cumulus is in BK again, Spanish broadcasting just went to BK. And so they got to believe that you're going to make it, and then they'll buy your argument.

Well, you don't have any liquidity issues either, any near-term debt issues. You just push them out to 2030 and 2031, and you eradicate and you're eliminating that debt at a rapid pace. So how do you not get re-rated and have your stock trading at literally bankruptcy prices?

And something on the call, I'm sure they I hope you're making...

I hope you guys get rewarded share price-wise very soon.

[Operator Instructions] This concludes our question-and-answer session. I'll hand the call back to Alfred for any closing comments.

Operator, thank you very much. And also, thank you, everybody, for your support. And again, I always say this, it's not like a broken record, but Peter and I pride ourselves on being accessible. And so if there are any follow-up questions, please feel free to reach out to us. Thank you very much.

This concludes our call. Thank you all for joining. You may now disconnect.

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 referred to in the 10-Ks, 10-Qs 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.urban1.com. A replay of the conference call will be available from 2:00 p.m. Eastern Time, March 12, 2026, until 11:59 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 all be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for 7 days after the call. No other recordings or copies of the 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 Kris Simpson, our General Counsel; Karen Wishart, our Chief Administrative Officer; Jody Drewer, who is the CFO of our cable television unit, TV One and CLEO. Thank you all very much for joining us for the fourth quarter results 2025 year-end conference call.

As the press release as stated, we actually finished the year just inside our guidance at $56.7 million of EBITDA. We have previously also given guidance for 2026 of $70 million of EBITDA. We're just getting through first quarter, a lot of moving parts. We're going to wait until we get to the end of first quarter and into the next conference call to update any information on that. So we're holding pat for the moment.

Q1 started off a bit slower than we'd hoped. Current radio pacings are down about 5%, 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 any 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 now into 2031, upsized our ABL 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 delevering the business and to try to take advantage of any offensive opportunities, particularly as it relates to deregulation in the radio business. And so we feel very good about that, and we continue to maintain our focus on delevering and including the transactions that we would look to do would be transactions that we're also delevering.

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 3 months ended December 31, 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 on 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. Health care 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 adjusted EBITDA was approximately $0.9 million for the quarter. The increase was primarily driven by an increase in event revenue due to the timing of the Fantastic Voyage Cruise, which was in fourth quarter '25 compared to the second quarter of 2024. So there's a timing difference 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, up $14.7 million. The decline was driven by a 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, a decrease of 16.8%.

Total television advertising revenue was down 21.8%. Our 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 being partially offset by an increase in subscriber rates and the launch of NOW TV. Cable subscribers for TV One, as measured by Nielsen, finished the fourth quarter 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 conversion of virtual deals that's been sold as connected television and therefore, pulled out of the Nielsen numbers. CLEO 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 of approximately $90.2 million for the 3 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 expenditures related to Fantastic Voyage Cruise.

So excluding those 2 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 a decrease in commissions and headcount-related expenses. Reach operating expenses were up by 86.1% due to the timing 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-offs.

Operating expenses in corporate were up by approximately $4 million driven by an increase in the debt refinancing costs that was reported 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.

Company tendered $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 7.625%, 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. The decrease was due to lower cash balances and interest-bearing accounts. Interest expense decreased to approximately $8.7 million in Q4, down from the $11.5 million last year due to lower overall debt balances.

The company made cash interest payments of approximately $13.4 million in the quarter, and during the first 3 quarters, the company repurchased $96.7 million of its 2028 notes at an average price of 53.6% at par bringing the balance to $487.8 million as of September 30.

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 in the 2028 notes at 51% of par, bringing the current outstanding total debt balance to $359.1 million.

$55.3 million of noncash impairment charges were recorded, and that was made up of $0.5 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 $4.5 million for the radio broadcast license TV One trade name for the 3 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 third -- fourth quarter of 2024.

During the 3 months ended December 31, '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 at an average price of $8.20 per share on a post-split basis. And in January 2026, the company did a 1-for-10 reverse stock split and thereby, regained compliance with the NASDAQ listing requirements.

As of December 31, 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 6.14x.

And with that, I'll hand back to Alfred.

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

[Operator Instructions] 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.

Ladies and gentlemen, thank you for standing by, and welcome to the Urban One 2025 Third Quarter Earnings Call. As a reminder, this conference is being recorded.

We will begin this call with the following safe harbor statement. During this conference 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 referred to in the 10-Ks, 10-Qs 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 November 4, 2025. 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 or this call or in this company's press release, which can be found on its website at www.urban1.com. A replay of the conference call will be available from 2:00 p.m. Eastern Standard Time, November 4, 2025, until 11:59 p.m. Eastern Standard Time, November 14, 2025. 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 7822067. Access to live audio and a replay of the conference will also be available on Urban One's corporate website at www.urban1.com. The replay will be made available on the website for 7 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, and welcome, everybody. And as usual, we're joined by other team members here, Jody Drewer, our Chief Financial Officer for TV One and CLEO, in case we've got any questions on the cable business, Karen Wishart, our Chief Administrative Officer; Chris Simpson, our Chief Legal Officer; and also Veronika Takacs, who is our Chief Accounting Officer. And so thank you very much again for joining us this quarter.

You've seen the press release, hopefully, that we put out. Business came in a bit softer for the quarter than we had projected across the board. Our core radio pacings going forward are facing big political headwinds. So looking at about minus 30% right now. However, ex political, we're down to almost mid-single digits, 6.4%, which is better. It's an improvement. But because the revenues have come in lighter with Q3, we are adjusting our guide for the year. Last quarter, we guided to a $60 million EBITDA number. We generally usually give a range. We gave a hard number last quarter. We're adjusting that guide down to $56 million to $58 million of EBITDA for the full year as we come to the close.

Within our third quarter and last quarter, I said that we were going to look to do another round of cost saves, and we actually did that in Q3, which resulted in about $3 million of annualized expense savings. This is in addition to the $5 million that we had done earlier in the year. Peter is going to talk about the impact on the numbers in Q3 of that in terms of severance.

And so with that, I'm going to turn it over to Peter, so he can go into the details of the numbers, and then we'll come back for Q&A.

Thank you, Alfred. So consolidated net revenue was approximately $92.7 million, which is down 16% year-over-year. Revenue for the Radio Broadcasting segment was $34.7 million, a decrease of 12.6% year-over-year. Excluding political, net radio revenues were down 8.1% year-over-year. And according to Miller Kaplan, our local ad sales were down 6.5% against the market that was down 10.1%. So we outperformed on local. And on national ad sales, we were down 29.1% against the market was down 21.5%. So we underperformed on national. Our largest ad category was services, which was up 22.9%, driven by legal services. Financial was up 17.9%, but all of the other major categories were down, including government, health, retail, entertainment, auto, telecoms, food and beverage.

Net revenue for the Reach Media segment was $6.1 million in the third quarter, down 40% from the prior year. And adjusted EBITDA at Reach was a loss of approximately $200,000 for the quarter. And that was really a lower overall network audio market, lower national sales renewals and probably a drying up of DEI that drove the decline at Reach. Net revenues for the Digital segment were down 30.6% in Q3 at $12.7 million. Direct and indirect digital sales were down by approximately $4.4 million. The decline was the result of decreases in DEI money, back-to-school, political and overall softer client demand. Audio streaming was down by $1.3 million year-over-year.

Adjusted EBITDA was approximately $0.8 million compared to $5.3 million last year. We recognized approximately $39.8 million of revenue from our cable television segment during the quarter, a decrease of 7%. Cable TV advertising revenue was down by 5.4%. Total day delivery declined by 29.4%, P25-54, which was partially offset by an increase in CTV and third-party platform revenue share.

Cable TV affiliate revenue was down by 9.1% driven by subscriber churn. Cable subscribers for TV One, as measured by Nielsen, finished Q3 at 34.1 million compared to 34.3 million at the end of Q2. CLEO TV had 33.5 million Nielsen subs. Operating expenses, excluding depreciation and amortization, stock-based compensation and impairment of goodwill and intangible assets decreased to approximately $83.7 million for the quarter, a decrease of 4.2% from the prior year. There was some noise in the expenses. We had a notable expense decrease in corporate and professional fees and overall payroll expenses, also cable television content amortization was down, but we had the August RMLC settlement with ASCAP and BMI that resulted in an average royalty rate increase of 20% retroactive to January of 2022. And so we recorded approximately $3.1 million of retroactive royalties in Q3, and you see that in the programming and technical expense in the radio segment.

We did add that back to adjusted EBITDA. The company, as Alfred said, completed a second reduction in force in October as part of the ongoing cost reduction efforts. And as a result, we had $1.6 million of employee severance costs, which we recorded in third quarter, but we also added that back to the adjusted EBITDA for the quarter.

Radio operating expenses were down 5% or $1.7 million, driven by lower employee compensation, sales commissions and a favorable change in the bad debt reserve compared to prior year. Reach operating expenses were up by 8%, and that was due to a favorable change in the bad debt reserve that we took in the prior year. Operating expenses in the digital segment were down 2.6%, and that was driven by lower employee compensation. Operating expenses in the Cable TV segment were down 2.4% year-over-year, driven by lower programming content amortization due to fewer premier hours compared to last year. Operating expenses in corporate were down by approximately $1.5 million. The third-party finance and accounting professional fees were down significantly year-over-year.

Consolidated adjusted EBITDA was $14.2 million for the third quarter, down 44.1% and consolidated broadcast and digital operating income was approximately $20 million, a decrease of 43.6%. Interest and investment income was approximately $0.5 million in the third quarter compared to $1.1 million last year. Decrease was due to lower cash balance -- lower cash balances in interest-bearing investment accounts. Interest expense decreased to approximately $9.4 million in Q3, down from $11.6 million last year due to lower overall debt balances as a result of the company's debt repurchase efforts.

The company made cash interest payments of approximately $18.2 million in the quarter. And during the quarter, the company repurchased $4.5 million of its 2028 notes at an average price of 52% bringing down the gross balance on the debt to $487.8 million as of September 30, 2025. Our depreciation and amortization expense increased $4.9 million as a result of the company's change to the useful life of TV One trade names and our FCC licenses, which we moved from indefinite lives to finite lives.

Benefit from income taxes was approximately $1.1 million for the third quarter, and the company paid cash income taxes net of refunds in the amount of $0.1 million. Capital expenditures were approximately $3.1 million. Our net loss was approximately $2.8 million or $0.06 per share compared to net loss of $31.8 million or $0.68 per share for the third quarter of 2024. During the 3 months ended September 30, 2025, the company repurchased 176,591 shares of Class A common stock in the amount of approximately $0.3 million at an average price of $1.75 per share. And the company also repurchased 592,822 shares of Class D common stock in the amount of approximately $0.4 million at an average price of $0.73 a share.

As of September 30, 2025, total gross debt was approximately $487.8 million. Our ending unrestricted cash balance was $79.3 million, resulting in net debt of approximately $408.5 million. which we compared to $67.9 million of LTM reported adjusted EBITDA, given a total net leverage ratio of 6.02x. And with that, I'll hand back to Alfred.

Thank you very much, Peter. Operator, can we go to the lines for questions, please?

[Operator Instructions]

Our first question comes from the line of Ben Briggs with StoneX Financial.

I have a couple of questions here. So first of all, and I know we're looking forward a little ways, but -- and we're only part of the way through the fourth quarter. How are you guys thinking about 2026 and what demand looks like there and what listenership may be and kind of how the pieces of the puzzle are going to fit together then?

Yes. We feel good about 2026 for a number of reasons. One, obviously, we're going into a political year. But two, a number of the places that we've had challenges this year, we have changed our operating strategy to address that. I would say most notably, where Reach Media has had a very tough year because we got caught flat-footed with a big, big decline in our largest advertiser in the company, unexpected cancellations, and these were cancellations across the board. When I say across the board, across the whole audio sector. And quite frankly, we weren't able to replace those ad dollars once we had committed that inventory. So we're able to get ahead of that. We saw Reach Media and iOne had contributed probably -- excuse me, had benefited the most from the rise in DEI advertising, and we just got way too concentrated at Reach Media with 2 particular advertisers, one of those actually stood out more than the other.

So we'll be more prepared for that going forward. This is also our first year navigating Reach without our former President of the Audio division, David Kantor, who actually founded and created Reach. So trying to make that transition was also -- was difficult even though we knew it was coming and we prepared for it. And so I think we're better positioned there. Also, there have been a number of things that we're doing in our radio markets, where we think that we will perform better in particular in Washington, D.C., we just rearranged some of our formats there, and we launched a new format targeting the Hispanic community, which has become a very, very large segment in the D.C. area. It's almost close to 20% of the marketplace. I mean it's like 18.5% of the marketplace.

And we positioned ourselves recently as a major player there, which is going to broaden our offering in the D.C. market in addition to some changes that we've made in terms of management and beefing up our sales staff, et cetera. And so we've got a few other changes that we in some of the markets where we think it's going to improve performance in a meaningful way as well.

And TV One has been holding in there this year. And so we think that given those things I just outlined, we're feeling good about a rebound in 2026.

Okay. Okay. That's good to hear, and that's great color. Next thing for me, I guess this is kind of focused on post fourth quarter plans as well. But are you thinking of any kind of M&A activity or larger than usual kind of -- I know you guys swap radio stations here and there on a pretty regular basis. But are you thinking about anything more transformative in the future? I know every now and then things get kicked around. I'm just curious if there's anything else.

I think everybody in the industry is focused on dereg and what's going to happen. You've seen a number of deals that have been filed already in the radio space looking for waivers to exceed the current ownership caps. The FCC has signaled that they think the ownership rules are antiquated and people in TV and in radio have submitted deals to be approved for waivers. There is also a notice for proposed rule-making out that I know that the industry is going to comment on if they haven't already about dereg. And I think everybody in the industry is going to be pro-dereg when I say everybody, I'm sure it's not necessarily going to be 100%. But that's going to create some opportunities for people to align assets in markets in a much more efficient manner.

And yes, we're looking at that. There's nothing that is large and transformative that we're working on now because this is all very new. But we tend to try to think ahead and be intellectually creative in what the next move is. And so all along, we've had conversations and thoughts and conversations with people about the art of the possible because historically, we haven't been up against the ownership cap. So we've probably had the ability to grow or do M&A that others haven't, even though in a dereg environment, that will be enhanced. But what is a governor is leverage. And is any transaction going to be delevering, right?

And even when you look at these transactions, you've got to think about it against a backdrop just because you have dereg, doesn't solve necessarily your top line secular trajectory, right? So you just got to be careful about how you underwrite and M&A transaction. But with that said, I do think it's going to create some significant opportunities to build stability in these businesses. At the end of the day, these are -- the radio business is largely a local business. So you've got the opportunity to provide more different demographic targets to advertisers, local advertisers, I think that makes you a stronger player. We've seen that in our Indianapolis market, our Houston market. our Charlotte market where we've spread out in different format demographics.

And that's one of the things that we just did, like I articulated earlier in D.C. that I think is going to [indiscernible] significantly. So there's no M&A deal that we are currently working on that's transformative as we speak, but I'm sure that we will explore opportunities to be able to rearrange the debt shares in order to make us a stronger entity.

Okay. Okay. That's all very, very helpful. And then next thing I want to ask about is, I think, at the top of a lot of investors' minds, is your debt buyback activity. Obviously, you stated in the press release this morning that you did a little bit of buybacks in the third quarter. Are you expecting to continue to execute on those buybacks?

Yes. Look, I thought I figured we would get that question because -- yes, yes, because we've been more acquisitive in the past. But because of this heat up in potential dereg and stuff moving around, we decided to sit pat and build a little liquidity as we get to the end of the year, see how that all shapes up and figure out also how that is going to play out. We are always and have been focused on delevering and the best way to delever. So we -- one way to delever is buy back debt at a discount. Another way to delever, and we've done it a number of times, including in Houston is through delevering M&A activity. So we've decided to keep our powder dry a little bit here to see what opportunities are going to present themselves in the near term.

And there are no further questions at this time. I'd like to hand the call back over to Alfred Liggins.

Thank you very much, operator. And again, as always, Peter and I are available for calls afterwards e-mails or calls directed to us. Thank you for your support, and we'll talk to you next quarter.

This concludes today's call. You may now disconnect.