Urban One (UONEK) risk factors, FY2024 10-K

Risks Related to Our Business and Industry

1. 01We have identified material weaknesses in our internal control over financial reporting which could, if not remediated, result in material misstatements in our consolidated financial statements
2. 02As discussed in Part II, Item 9A, “Controls and Procedures” of this Form 10-K and previous filings, management has concluded that certain internal controls over our financial reporting were not effective as of December 31, 2023 and December 31, 2024 due to certain previously identified material weaknesses
3. 03We face risks related to the revision of our previously issued consolidated financial statements
4. 04The revision of our previously issued consolidated financial statements and ongoing remediation of material weaknesses have been time-consuming and expensive and could expose us to additional risks that could materially adversely affect our financial position, results of operations and cash flows
5. 05The delayed filings of our 2022 and 2023 annual reports and our first quarter 2024 quarterly report have made us currently ineligible to use a registration statement on Form S-3 to register the offer and sale of securities, which could adversely affect our ability to raise future capital or complete acquisitions

Risks Related to the Nature and Operations of Our Business

1. 06Our results may be impacted by economic trends
2. 07The state and condition of the global financial markets and fluctuations in the global and U.S. economies may have an unpredictable impact on our business and financial condition
3. 08We may be adversely affected by the effects of inflation
4. 09We are exposed to credit risk on our accounts receivable. This risk is heightened during periods of uncertain economic conditions
5. 10Increases in interest rates and the reduced availability of financing for consumer products may impact the demand for advertising
6. 11The terms of our indebtedness and the indebtedness of our direct and indirect subsidiaries may restrict our current and future operations, particularly our ability to respond to changes in market conditions or to take some actions
7. 12We have historically incurred net losses which could resume in the future and may impact upon other aspects of our operations
8. 13Our revenue is substantially dependent on spending and allocation decisions by advertisers, and seasonality and/or weakening economic conditions may have an impact upon our business
9. 14Our success is dependent upon audience acceptance of our content, particularly our television and radio programs, which is difficult to predict
10. 15Increases in or new royalties, including through legislation, could adversely impact our business, financial condition and results of operations
11. 16A disproportionate share of our Radio Broadcasting segment revenue comes from a small number of geographic markets and our syndicated radio business, Reach Media
12. 17We may lose audience share and advertising revenue to our competitors
13. 18We must respond to the rapid changes in technology, content offerings, services, and standards across our entire platform in order to remain competitive
14. 19The loss of key personnel, including certain on-air talent, could disrupt the management and operations of our business
15. 20If our Digital segment does not continue to develop and offer compelling and differentiated content, products and services, our advertising revenues could be adversely affected
16. 21Third parties may claim that we infringe on their rights based on the nature and content of information posted on websites we maintain
17. 22If we are unable to protect our domain names and/or content, our reputation and brands could be adversely affected
18. 23Future asset impairment to the carrying values of our FCC licenses, goodwill across our various reporting units and TV One Trade Name could adversely impact our results of operations
19. 24The Company tests the iOne reporting unit for potential impairment using the income approach that estimates the fair value of the reporting unit, which involves, but is not limited to, judgmental estimates and assumptions about revenue growth rates, operating profit margins and discount rate
20. 25Our business depends on maintaining our licenses with the FCC. We could be prevented from operating a radio station if we fail to maintain its license
21. 26Disruptions or security breaches of our information technology infrastructure could interfere with our operations, compromise client information and expose us to liability, possibly causing our business and reputation to suffer
22. 27Our business could be materially and adversely affected as a result of natural disasters, terrorism or other catastrophic events
23. 28Our entry into new lines of business may not succeed and may not result in increased shareholder value
24. 29The FCC’s media ownership rules could restrict our ability to acquire radio stations
25. 30Enforcement by the FCC of its indecency rules against the broadcast industry could adversely affect our business operations
26. 31Changes in federal regulations or enforcement priorities could adversely affect our business operations
27. 32New or changing federal, state or international privacy regulation or requirements could hinder the growth of our internet business
28. 33The loss of affiliation agreements could materially adversely affect our Cable Television segment’s results of operations
29. 34Changes in consumer behavior resulting from new technologies and distribution platforms may impact the performance of our businesses
30. 35Our President and CEO has an interest in TV One that may conflict with your interests
31. 36Two common stockholders have a majority voting interest in Urban One and have the power to control matters on which our common stockholders may vote, and their interests may conflict with yours
32. 37We are a smaller reporting company as defined by Item 10 of Regulation S-K and we cannot be certain if the reduced disclosure requirements applicable to our filing status will make our common stock less attractive to investors
33. 38If we fail to meet the continued listing standards of NASDAQ, our common stock may be delisted, which could have a material adverse effect on the liquidity and market price of our common stock and expose the Company to litigation