EX-99.3 5 ex993projectstatic-finan.htm EX-99.3
C O N F I D E N T I A L November 7, 2025 Discussion Materials Exhibit 99.3

C O N F I D E N T I A L This presentation contains confidential information pertaining to Urban One, Inc. (“we” or the “Company”). This presentation is being provided on a confidential basis to the recipient solely to assist the recipient in evaluating a potential transaction (the “Transaction”) with the Company. The Company does not intend for this presentation to form the entire basis of any transaction or investment decision by the recipient. ANY TRANSACTION WITH THE COMPANY INVOLVES A HIGH DEGREE OF RISK. Any party to a transaction should inquire into, independently investigate and consider such risks before entering into any transaction with the Company. This presentation contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this presentation, including but not limited to statements regarding guidance, our future results of operations or financial condition, future securities repurchase programs, business strategy and plans, cost saving initiatives, user growth and engagement and objectives of management for future operations are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “going to,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made in this presentation. You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this presentation primarily on our current expectations, assumptions, projections and other information available at the time the statements are being made. These forward-looking statements are subject to risks and uncertainties related to: the proposed terms of the Transaction and the use of any proceeds therefrom; macroeconomic uncertainty and geopolitical events; our leverage and market conditions; fluctuations in the local economies and business sectors in which we operate; increased costs; the implementation and execution of our business diversification strategy; our investments; regulation by the Federal Communications Commission; changes in our key personnel and on-air talent; increases in competition for and in the costs of our programming and content; financial losses; increased competition for advertising revenues; the impact of our acquisitions, dispositions and similar transactions; consolidation in industries in which we and our advertisers operate; disruptions to our technology network; material weaknesses identified in our internal control over financial reporting; failure to meet the continued listing standards of NASDAQ Stock Market; and other factors described in “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as the other documents we file from time to time with the Securities and Exchange Commission (the “SEC”), available on the SEC’s website at www.sec.gov. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this presentation. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements. The forward-looking statements made in this presentation relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this presentation to reflect events or circumstances after the date of this presentation or to reflect new information or the occurrence of unanticipated events, except as required by law. This presentation may also contain estimates and other statistical data made by independent parties and by the Company relating to market size and growth and other industry data. Such data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. The Company has not independently verified the statistical and other industry data generated by independent parties and contained in this presentation and, accordingly, it cannot guarantee their accuracy or completeness. The information in this presentation was provided by the Company or is from public or other sources. The Company does not make any representation or warranty, express or implied, or accept any responsibility or liability for the accuracy or completeness of this presentation or any other written or oral information that the Company or any other person makes available to any recipient. The Company does not make any representation or warranty as to the achievement or reasonableness of any projections, management estimates, prospects or returns. This presentation speaks only as of the date of the information herein and the Company does not have any obligation to update or correct any information herein. This presentation is intended only for recipients who have agreed to keep this presentation and the Transaction confidential. If you have not agreed to keep this presentation and the Transaction confidential, you must return this presentation immediately. This presentation is confidential and by accepting this presentation, you agree not to disclose, copy or distribute this presentation or the information herein without the Company’s prior written consent. This presentation contains references to trademarks, service marks and trade names owned by the Company or belonging to other entities. Solely for convenience, trademarks, service marks and trade names referred to in this presentation may appear without the © or symbols, but such references are not intended to indicate, in any way, that the Company or the applicable licensor will not assert, to the fullest extent under applicable law, the Company’s or its rights to these trademarks, service marks and trade names. The Company does not intend its use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of it by, any other companies. All trademarks, service marks and trade names included in this presentation are the property of their respective owners. The securities to which this presentation relates have not been registered under the Securities Act, or the securities laws of any other jurisdiction. The Company is offering securities to which this presentation relates in reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense. This presentation is not, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of, or to make any investments in, the Company in any jurisdiction. Any transaction will not be registered under the Securities Act or any state securities laws. Applicable law may restrict the delivery of this presentation to persons in certain jurisdictions. You should inform yourself about, and observe, any such restrictions. By accepting this presentation, you represent that you are a person to whom the Company may deliver this presentation without a violation of the laws of any relevant jurisdiction. This presentation includes certain financial measures that have not been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The presentation of non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to the financial information prepared and presented in accordance with GAAP. We use non-GAAP financial measures as additional means to evaluate our business and operating results through period-to-period comparisons. Reconciliations of our non-GAAP financial measures to the most directly comparable GAAP financial measures are included in the appendix of this presentation. Reliance should not be placed on any single financial measure to evaluate our business. Due to rounding, amounts presented in the tables within this presentation might not add up precisely to the totals provided. Disclaimers 2

C O N F I D E N T I A L 2025 Quarterly Performance Update 3 Note: LFCF excludes the impact of share repurchases and dividends to Reach shareholders 1. Operating expenses exclude depreciation and amortization, stock-based compensation, and impairment of goodwill and intangible assets $ in millions Q1'25A Q2'25A Q3'25A Q4'25E Net Revenue Radio Broadcasting $32.6 $36.7 $34.7 $34.4 Cable Television 44.2 40.1 39.8 38.2 Digital 10.2 10.3 12.7 15.6 Reach Media 5.9 5.3 6.1 13.9 Corporate / Eliminations / Other (0.6) (0.7) (0.7) (0.7) Consolidated Net Revenue $92.2 $91.6 $92.7 $101.4 % Growth (0.7%) 1.1% 9.4% Operating Expenses Radio Broadcasting 29.9 29.8 32.0 28.5 Cable Television 25.6 22.0 25.3 25.9 Digital 10.2 10.4 12.0 13.2 Reach Media 6.5 7.0 6.4 13.1 Corporate / Eliminations / Other 8.5 9.0 8.0 5.4 Operating Expenses $80.7 $78.1 $83.7 $86.2 Add Backs Radio Broadcasting 0.1 0.0 4.4 0.0 Cable Television (0.0) - 0.0 - Digital 0.0 - 0.0 - Reach Media 0.1 - 0.1 0.0 Corporate / Eliminations / Other 1.1 0.5 0.7 0.1 Add Backs $1.3 $0.5 $5.2 $0.2 Adj. EBITDA Radio Broadcasting 2.8 6.9 7.1 6.0 Cable Television 18.6 18.1 14.5 12.3 Digital 0.1 (0.1) 0.8 2.3 Reach Media (0.6) (1.7) (0.2) 0.8 Corporate / Eliminations / Other (8.1) (9.2) (8.0) (6.0) Consolidated Adj. EBITDA $12.9 $14.0 $14.2 $15.4 % Margin 13.9% 15.2% 15.3% 15.2% (-) Cash Interest Expense, Net (20.6) (0.2) (17.7) 0.6 (-) Cash Taxes (0.0) (0.1) (0.1) (0.2) (+/-) TV Content Spend, Net 0.4 (1.1) 4.6 4.3 (+/-) Other Income / (Expense) (2.6) 0.7 (2.4) (1.3) (+/-) Change in Net Working Capital 10.3 (9.2) 0.8 (5.3) (-) Capex (2.5) (1.2) (3.1) (3.2) Levered Free Cash Flow ("LFCF") ($2.3) $2.7 ($3.6) $10.5 (-) Completed Debt Buybacks (16.4) (33.2) (2.3) - Levered Free Cash Flow After Debt Buybacks ($18.7) ($30.4) ($6.0) $10.5 1

C O N F I D E N T I A L Forecast Summary P&L Output 4 Note: 2023A figures include partial year contribution only from net acquisition of two Houston radio stations (four stations acquired and two divested); LFCF excludes the impact of share repurchases and dividends to Reach shareholders 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television (“Cable TV”) segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A 3. Operating expenses exclude depreciation and amortization, stock-based compensation, and impairment of goodwill and intangible assets 4. Includes cash proceeds of $136.8 million related to the sale of the MGM investment; removing the impact of the sale results in 2023A LFCF of $53.5 million $ in millions CAGR 2023A 2024A 2025E 2026E 23A-26E Net Revenue Radio Broadcasting $156.2 $165.8 $138.5 $145.5 (2.3%) Cable Television 196.2 176.1 162.2 156.4 (7.3%) Digital 75.5 62.8 48.7 52.9 (11.2%) Reach Media 52.9 47.3 31.2 36.2 (11.8%) Corporate / Eliminations / Other (3.1) (2.3) (2.7) (2.7) (4.7%) Consolidated Net Revenue $477.7 $449.7 $378.0 $388.3 (6.7%) % Growth (5.9%) (15.9%) 2.7% Operating Expenses Radio Broadcasting 121.6 128.6 120.1 112.7 (2.5%) Cable Television 108.6 110.0 98.8 98.3 (3.3%) Digital 55.5 49.3 45.8 47.4 (5.2%) Reach Media 38.2 35.0 33.0 32.7 (5.1%) Corporate / Eliminations / Other 39.0 37.1 31.0 27.3 (11.2%) Operating Expenses $362.9 $360.1 $328.7 $318.3 (4.3%) Add Backs Radio Broadcasting 1.5 0.9 4.5 - N/A Cable Television 1.2 0.6 0.0 - N/A Digital 0.8 (0.5) 0.0 - N/A Reach Media 0.2 (0.6) 0.2 - N/A Corporate / Eliminations / Other 12.6 13.5 2.4 - N/A Add Backs $16.2 $13.9 $7.2 - N/A Adj. EBITDA Radio Broadcasting 36.1 38.1 22.9 32.8 (3.1%) Cable Television 88.8 66.7 63.4 58.1 (13.2%) Digital 20.8 13.1 3.0 5.5 (35.8%) Reach Media 14.9 11.6 (1.6) 3.6 (37.8%) Corporate / Eliminations / Other (29.5) (26.0) (31.3) (30.0) 0.5% Consolidated Adj. EBITDA $131.0 $103.5 $56.4 $70.0 (18.9%) % Margin 27.4% 23.0% 14.9% 18.0% (-) Cash Interest Expense, Net (47.9) (44.7) (37.9) (33.4) (11.3%) (-) Cash Taxes (2.0) (2.5) (0.4) (0.5) (36.8%) (+/-) TV Content Spend, Net (2.7) (13.8) 8.2 2.8 N/A (+/-) Other Income / (Expense) 119.9 (13.0) (5.7) - N/A (+/-) Change in Net Working Capital (0.4) 17.7 (3.4) (1.7) 63.1% (-) Capex (7.7) (7.2) (10.0) (7.0) (3.0%) Levered Free Cash Flow $190.3 $39.9 $7.3 $30.1 N/A (-) Completed Debt Buybacks (22.3) (115.6) (51.9) - N/A Levered Free Cash Flow After Debt Buybacks $168.0 ($75.6) ($44.6) $30.1 N/A 4 1 1 2,3

C O N F I D E N T I A L Normalization of EBITDA for Non-Cash Items 5 1. In January 2024, the Company, in consultation with its auditors, prospectively changed the definition of Adj. EBITDA to include the TV One award expense 2. Due to the reduced valuation of the Cable TV reporting unit, this resulted in a $10.4m net benefit (reduced corporate expenses) in 2024 3. Corporate costs include professional fees and other nonrecurring items related to the material weakness remediation efforts 4. In 2024, we made an immaterial change to the definition of Adj. EBITDA by adding back the loss from ceased non-core operations. All historical periods were recast to reflect this immaterial change $ in millions 2023A 2024A 2025E 2026E Consolidated Adj. EBITDA $131.0 $103.5 $56.4 $70.0 (+/-) TV One Award expense incl. in Adj. EBITDA1 - (10.4) 0.9 2.0 (-) Cash payments earned by CEO for TV One Award (3.4) (2.4) (2.5) (2.0) Adj. EBITDA, after earned TV One Award payment $127.6 $90.7 $54.8 $70.0 (+) Amortization of launch and content assets 55.1 51.3 46.7 43.0 (-) Content assets and content payables, launch support (57.8) (65.1) (38.5) (40.1) Normalized Adj. EBITDA $124.9 $76.9 $63.0 $72.8 (-) Non-recurring corporate costs3 (12.9) (8.7) (1.6) - (-) Severance-related costs (0.7) (2.7) (1.9) - (-) Loss from ceased non-core business initiatives4 (2.6) (2.5) (0.5) - Adj. EBITDA add backs ($16.2) ($13.9) ($4.0) – Normalized Adj. EBITDA incl. impact of one-time costs $108.8 $63.0 $59.1 $72.8 2

C O N F I D E N T I A L APPENDIX RECONCILIATION OF NON-GAAP FINANCIAL MEASURES 6

C O N F I D E N T I A L Segment Adj. EBITDA 7 1. Segment information for 2024A has been recast to reclassify a portion of revenues from our CTV offering from the Digital segment to the Cable Television segment; no reclassification for 2023A 2. Segment information for 2024A has been recast to conform to operating expenses used to evaluate segment performance; no reclassification for 2023A $ in millions STATEMENT OF OPERATIONS Consolidated Radio Broadcasting Cable Television1 Digital1 Reach Media Corporate/ Eliminations/ Other FY 2023A NET REVENUE $477.7 $156.2 $196.2 $75.5 $52.9 ($3.1) LESS: Programming and technical 136.8 43.7 62.9 15.5 16.2 (1.5) Sales and marketing 130.2 47.9 30.5 36.3 17.7 (2.2) General and administrative 95.9 30.0 15.2 3.7 4.3 42.7 Total significant operating expenses 362.9 121.6 108.6 55.5 38.2 39.0 ADD BACK: Severance-related costs 0.7 0.5 - - 0.2 - Other costs 15.5 1.0 1.2 0.8 - 12.6 Adj. EBITDA $131.0 $36.1 $88.8 $20.8 $14.9 ($29.5) FY 2024A NET REVENUE $449.7 $165.8 $176.1 $62.8 $47.3 ($2.3) LESS: Programming and technical 135.3 46.4 60.6 14.7 14.5 (0.9) Sales and marketing2 130.6 50.9 32.3 32.3 16.9 (1.8) General and administrative2 94.2 31.3 17.1 2.3 3.7 39.8 Total significant operating expenses 360.1 128.6 110.0 49.3 35.0 37.1 ADD BACK / (DEDUCT): Severance-related costs 2.7 1.3 0.4 0.3 0.1 0.6 Other costs (income) 11.2 (0.4) 0.2 (0.8) (0.7) 12.9 Adj. EBITDA $103.5 $38.1 $66.7 $13.1 $11.6 ($26.0)

C O N F I D E N T I A L Segment Adj. EBITDA (Quarterly) 8 $ in millions STATEMENT OF OPERATIONS Consolidated Radio Broadcasting Cable Television Digital Reach Media Corporate/ Eliminations/ Other Q1 '25A NET REVENUE $92.2 $32.6 $44.2 $10.2 $5.9 ($0.6) LESS: Programming and technical 30.6 11.3 12.9 3.2 3.4 (0.2) Sales and marketing 29.0 11.5 9.1 6.8 2.1 (0.5) General and administrative 21.1 7.1 3.6 0.2 1.0 9.2 Total significant operating expenses 80.7 29.9 25.6 10.2 6.5 8.5 ADD BACK: Severance-related costs 0.2 0.1 - - 0.1 - Other costs 1.1 - - - - 1.1 Adj. EBITDA $12.9 $2.8 $18.6 $0.1 ($0.6) ($8.1) Q2 '25A NET REVENUE $91.6 $36.7 $40.1 $10.3 $5.3 ($0.7) LESS: Programming and technical 28.7 10.0 12.4 3.3 3.2 (0.2) Sales and marketing 28.4 13.4 5.8 6.6 3.1 (0.5) General and administrative 21.2 6.4 3.8 0.6 0.7 9.7 Total significant operating expenses 78.1 29.8 22.0 10.4 7.0 9.0 ADD BACK: Other costs 0.5 - - - - 0.5 Adj. EBITDA $14.0 $6.9 $18.1 ($0.1) ($1.7) ($9.2)

C O N F I D E N T I A L Segment Adj. EBITDA (Quarterly) 9 $ in millions STATEMENT OF OPERATIONS Consolidated Radio Broadcasting Cable Television Digital Reach Media Corporate/ Eliminations/ Other Q3 '25A NET REVENUE $92.7 $34.7 $39.8 $12.7 $6.1 ($0.7) LESS: Programming and technical 34.7 14.3 14.3 3.2 3.1 (0.2) Sales and marketing 28.2 10.7 7.2 8.2 2.6 (0.5) General and administrative 20.8 7.0 3.9 0.5 0.7 8.7 Total significant operating expenses 83.7 32.0 25.3 12.0 6.4 8.0 ADD BACK: Severance-related costs 1.6 1.2 - - 0.1 0.3 Litigation settlement costs1 3.1 3.1 - - - - Other costs 0.5 0.1 - - - 0.4 Adj. EBITDA $14.2 $7.1 $14.5 $0.8 ($0.2) ($8.0) 1. Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical periods

C O N F I D E N T I A L Reconciliation of Adj. EBITDA (Quarterly) 10 1. Corporate costs primarily include professional fees related to the material weakness remediation efforts 2. Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical periods $ in millions Q1 '25A Q2 '25A Q3 '25A Net loss attributable to common stockholders ($11.7) ($77.9) ($2.8) Add back/(deduct) certain Adj. EBITDA items included in net loss: Interest and investment income (1.0) (0.6) (0.5) Interest expense 10.9 9.7 9.4 Provision for income taxes 15.7 (21.4) (1.1) Depreciation and amortization 2.3 3.5 6.1 EBITDA $16.2 ($86.7) $11.1 Stock-based compensation 0.7 0.6 0.4 Gain on retirement of debt (11.5) (30.3) (2.1) Other income, net (0.2) (0.1) (0.4) Net income attributable to non-controlling interests 0.0 (0.1) 0.0 Corporate costs1 0.7 0.4 0.5 Litigation settlement costs2 - - 3.1 Severance-related costs 0.2 - 1.6 Impairment of goodwill and intangible assets 6.4 130.1 - Loss from ceased non-core business initiatives 0.4 0.1 - Adj. EBITDA $12.9 $14.0 $14.2

C O N F I D E N T I A L Reconciliation of Segment Adj. EBITDA (Quarterly) 11 1. Corporate costs primarily include professional fees related to the material weakness remediation efforts 2. Non-recurring litigation settlement costs include a $3.1 million charge related to the rate increase for royalties for historical periods Segment Adj. EBITDA to income (loss) from consolidated operations before benefit from income taxes reconciliation $ in millions Q1 '25A Q2 '25A Q3 '25A Segment Adj. EBITDA $20.9 $23.2 $22.2 Less: Corporate/Eliminations/Other (8.1) (9.2) (8.0) Adj. EBITDA $12.9 $14.0 $14.2 Less: Corporate costs1 0.7 0.4 0.5 Litigation settlement costs2 - - 3.1 Severance-related costs 0.2 - 1.6 Loss from ceased non-core business initiatives 0.4 0.1 - Stock-based compensation 0.7 0.6 0.4 Depreciation and amortization 2.3 3.5 6.1 Impairment of goodwill and intangible assets 6.4 130.1 - Interest and investment income (1.0) (0.6) (0.5) Interest expense 10.9 9.7 9.4 Gain on retirement of debt (11.5) (30.3) (2.1) Other income, net (0.2) (0.1) (0.4) Income (loss) from consolidated operations before (provision for) benefit from income taxes $3.9 ($99.4) ($3.9)