8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: October 4, 2018

(Date of earliest event reported)

Commission File No.: 0-25969

URBAN ONE, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 52-1166660 (I.R.S. Employer Identification No.)

1010 Wayne Avenue

14th Floor

Silver Spring, Maryland 20910

(Address of principal executive offices)

(301) 429-3200

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Urban One, Inc. (the "Company") has posted on its website, as of October 4, 2018, an investor presentation. The presentation, entitled "Urban One: Representing Black Culture – October 2018" is posted at http://www.urban1.com/investor-relations, may be found by navigating to our website at: www.urban1.com, selecting "Investor Relations" then "Investor Presentation" and is attached hereto as Exhibit 99.1.

The investor presentation referenced in this report has or may be presented at meetings with investors, analysts, and others, in whole or in part and possibly with modifications, as it seeks opportunities to refinance portions of its outstanding debt.  While the Company continually seeks to act opportunistically, there are no assurances that the Company will complete any refinancing, in whole or in part, of its outstanding indebtedness.

The investor presentation includes financial information not prepared in accordance with generally accepted accounting principles ("GAAP"). A reconciliation of the non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with generally accepted accounting principles, as required by Regulation G, is available within Exhibit 99.1 and on our website at www.urban1.com. The Company believes that the non-GAAP financial measures provide investors additional ways to view our operations which we believe provide a more complete understanding of our business than could be obtained absent these disclosures. We believe the non-GAAP financial measures also provide investors a useful tool to assess shareholder value.

By filing this Current Report on Form 8-K and furnishing the information contained herein, the Company makes no admission as to the materiality of any information in this report that is required to be disclosed solely by reason of Regulation FD.

The information contained in the investor presentation is summary information that is intended to be considered in the context of the Company's Securities and Exchange Commission ("SEC") filings and other public announcements that the Company may make, by press release or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

The information in this Current Report on Form 8-K is being "furnished" pursuant to Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9.01.Financial Statements and Exhibits.

(c) Exhibits

Exhibit Number	Description
99.1	Investor Presentation dated October 2018

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	RADIO ONE, INC.
	/s/ Peter D. Thompson
October 09, 2018	Peter D. Thompson
	Chief Financial Officer and Principal Accounting Officer

EX-99.1

 October 2018 | CONFIDENTIAL 

 Safe Harbor Statement and Non GAAP Financial Measures  SAFE HARBOR STATEMENTThis presentation and our officers and representatives may from time to time make, "forward-looking statements" within the meaning of the safe-harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements may concern Urban One, Inc.'s (the "Company") business strategy, the Company’s capital plan, trends, and the future performance of the Company. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Therefore, you should not rely on any of these forward-looking statements.  Any forward-looking statement made by us in this presentation is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. NON GAAP FINANCIAL MEASURESIn addition to financial results prepared in accordance with Generally Accepted Accounting Principles, or GAAP, this presentation may also contain certain non-GAAP financial measures. Management uses these non-GAAP measures to evaluate the Company’s performance and in planning for future periods. Management believes that adjusting GAAP measures by excluding or including certain items is helpful to investors and analysts who may wish to use some or all of this information to analyze the Company’s current performance, prospects, and valuation. It is important to note these non-GAAP measures involve judgment by management and should be considered in addition to, not as a substitute for, the most directly comparable measures calculated and prepared in accordance with GAAP. Investors and potential investors are encouraged to review the reconciliation of non-GAAP financial measures with their most direct comparable GAAP financial measures included as an appendix to this presentation. 

     Mr. Liggins has been CEO of Urban One since 1997 and President since 1989Mr. Liggins joined Radio One in 1985 as an account manager at WOL-AMIn 1987, Mr. Liggins was promoted to General Sales Manager and promoted again in 1988 to General Manager overseeing Radio One’s Washington, DC operations  Alfred C. Liggins, III  Chief Executive Officer, President and Treasurer  Today’s presenters      Mr. Thompson has been CFO of Urban One since February 2008Mr. Thompson joined Radio One in October 2007, as Executive Vice President of Business DevelopmentPrior to working with Radio One, Mr. Thompson served as a public accountant and spent 13 years at Universal Music in the United Kingdom, including five years as CFO  Peter Thompson  Chief Financial Officer, Executive Vice President 

 15 large urban markets59 radio stations150+ DJs and 250+ events  Award-Winning and Critically Acclaimed Programming  8 Top-Rated Radio Personalities, National Radio Programs and“Must Attend” Events  Revenue$175m (40%)EBITDA $64m (36% margin)   #1 local radio in target demographic  #2 cable networkin target demographic   #1 syndicated radioin target demographic   25m Social Fans + Followers15m Monthly Video Views  #1 digital portfolioin target demographic   We are America’s Largest Urban Lifestyle Media Company  15mweekly  58mhouseholds  19mweekly  20mmonthly unique visitors  Note: Financial results are based on the 12 month period ending June 30, 2018 and exclude corporate and eliminations.   SOURCE: Nielsen Audio DMA, Fall 2017; Exact Times; P12+; Google Analytics and Comscore Plan Metrix Q4 2017; Nielsen TV Toolbox (L3, 1 min. qualifier) 3/26/2013 - 4/1/2018; P2+ (000) averaged by month.  Revenue$187m (43%) EBITDA $88m (47% margin)   Revenue$43m (10%) EBITDA $5m (12% margin)   Revenue$33m (8%) EBITDA $-2.1m       

 Key Investment Highlights  Leading radio, TV and internet brands targeting African-Americans Name change to Urban One, Inc. to reflect broader business model Non-radio businesses are over 50% of total revenue and Adjusted EBITDA Meaningful cross-selling as a fully integrated multi-media platform6.67% Ownership in MGM National Harbor Casino  Diversified multi-media company    01    $45 million of pro forma LTM 2Q 2018 free cash flow Contractual affiliate fees represent 25% of total revenues Low capital expenditure intensity business  Large and stable free cash flow     02    Cable TV and Radio are high margin businessesCore radio has positive 2H pacings Benefits from 2018 political year MGM National Harbor generating LTM Adjusted EBITDA of $6.6m   EBITDA     03    Using free cash flow, company has path to get net leverage to 5.0xContinue to seek out value adding M&A opportunities to further delever  Ability to delever over time    04   

 Key Investment Highlights  Fast growing demographic: projected 2016-2025 9.1% AA vs. 6.5% for the general populationHeavy users of audio / video media, video games and social media TV One viewers and Radio One listeners participate less in digital transition given slightly older age skew   Compelling target demographics     05    No customer concentration / key customer risk Strong, defensible positions in local communities Conduit for politicians to reach a key demographic constituency   Diversified advertiser base     06    Created and managed TV One from launch Long-standing radio expertise   Experienced management team     07   

           ✓  Continue to de-lever, using FCF to pay down debt.   Strategy        ✓  Maintain and grow market share; continue to re-engineer the cost base.         ✓  Participate in future industry consolidation, as a buyer or seller.         ✓  Holding to guidance of ~$140m of Adjusted EBITDA for 2018, with net leverage in the low to mid 6s 

           ✓  Find de-levering and value creating M&A opportunities in radio, TV and digital.         ✓  Preserve existing TV distribution, and pursue new distribution opportunities including OTT, and the launch of a second network.         ✓  Make prudent investments in TV content to increase delivery.   Strategy 

 Large US African-American  population base in 2016  43 million 13.2% of US population   Compelling demographic and consumer trends​  The value of the black consumer is greater than ever before   Projected US African-American population growth 2016–2025   +3.9 million 14.3% of US population   9.1%African American  6.5%General  VS    African-American consumer spending in 2017   ~$1.3 trillion  Projected increase in African-American consumer spending 2017–2022   +$240 billion +21%   Projected US African-American population growth 2016–2025   Non-white population is projected to cross over >50% of the total US population in  2044    % of African-Americans who listen to Radio for 13+ hours per week  (5% more than general market)   93%  Average TV hours watched by African-Americans per week (42% more than total population)   46 hours  Average weekly time spent on App/Web on a smartphone (~18% more than total population)   19 hours   Source: Nielsen African American DIS Report (Sept 2018) US Census Bureau, Projections of the Size and Composition of the U.S. Population: 2016 to 2025. Nielsen Audio Today 2018 -How America Listens. April 2018 Nielsen Comparable Metrics Report. Q2 2017 Nielsen Audio Spring 2018 Audience Ratings  

 Radio One  The largest radio broadcaster primarily targeting the African-American community  59 radio stations owned / operated in 15 of the top 36 AA marketsUrban One programming is available on over 200 non-Radio One stations 15 million listeners weeklyNational leader in African-American syndicated programming  Source: Nielsen Audio and company filings(1) WDNI-CD (formerly WDNI-LP), is a low power television station.    WPPZ-FMWPHI-FMWRNB-FM  Philadelphia            WKYS-FMWMMJ-FMWPRS-FMWDCJ-FMWYCB-AMWOL-AMWTEM-AM  Washington, DC  WCDX-FMWPZZ-FMWKJM-FMWKJS-FMWTPS-AMWXGI-AM  Richmond  WQOK-FMWFXK-FMWFXC-FMWNNL-FM  Raleigh-Durham  WERQ-FMWWIN-FMWLIF-H2WOLB-AMWWIN-AM  Baltimore      KMJQ-FMKBXX-FMKROI-FM  Houston  KBFB-FMKZMJ-FM  Dallas    WENZ-FMWERE-AMWZAK-FMWJMO-AM  Cleveland        WPZS-FMWOSF-FMWQNC-FM  Charlotte  WPZE-FMWHTA-FMWAMJ-FMWAMJ-H2WUMJ-FM  Atlanta    WDMK-FMWDMK-H2WGPR-FM  Detroit  Columbus      WIZF-FMWOSL-FMWDBZ-AM  Cincinnati  WFUN-FMWHHL-FM  St. Louis  WHHH-FMWTLC-FMWNOW-FMWNOW-H3WTLC-AMWDNI-CD(1)  Indianapolis  WCKX-FMWXMG-FMWBMO-FMWJYD-FM 

 Leading radio show syndication network of African-American programming & contentReach syndicated radio shows dominate urban adult contemporary, urban and inspirational programmingThe Tom Joyner Morning ShowThe Get Up with Erica Campbell ShowThe DL Hughley ShowThe Rickey Smiley Morning ShowThe Russ Parr Morning ShowThe Keepin’ It Real with Reverend Al Sharpton ShowExposure to nearly 90% of the African-American population271 affiliates give us large national scale and reachReach Destination Events and Initiatives generate sponsorships and enhance community relationships      Reach Media overview 

 #2 cable network targeting African-AmericansHighest composition of African-American viewers (88% of audience)Current Nielsen subscribers of 58 millionContinued strong operating performance1H18 Adjusted EBITDA increased 10.5% yoyLTM Adjusted EBITDA of $88 millionLTM Adjusted EBITDA margin of 47%      TV One overview 

       The number of cable networks for Hispanics is 5x the number of African-American networks  Advertisers have fewer choices for targeting African-Americans than those seeking to market to Hispanics  African-American networks  Hispanic networks  # of African-American cable networks: 8  # of Hispanic cable networks: 40 

 Performance of TV One has been impressive  Revenue composition  ($ in millions)  48.5%  52.1%  50.8%  51.5%  47.9%  49.2%  49.1%  50.9%  45.3%  54.7%  Source: Nielsen, National TV Toolbox, L3  Subscriber monetization trends ($/subscriber) 

 Source: Nielsen, National TV Toolbox, L3  EBITDA and margin  Nielsen Subscribers and household ratings  Performance of TV One has been impressive  ($ in millions) 

 TV One distribution agreements  Commercial Load - 18mins/hr monthly average (inclusive of 2mins local and any promotional time).   All MSOs’ contracts reflect same rate card with planned annual escalators 

 iOne Digital  iONE is the dominant player in the digital Black culture space.  *Numbers based on 2018 August comScore.Blavity is not comScore rated   

   We bring a unique voice to the culture by key passion points  iOne Digital  Gossip & News  Men’s Lifestyle  Millennial Viral Culture  Celeb News & Entertainment for Women  Hip Hop News& Culture  Women’s Lifestyle  Black News & Social Justice  Black Targeted Social Network  Cassius Network 

 One Solution Overview  AWARD-WINNING BRANDED ENTERTAINMENT AND CUSTOM CONTENT STUDIOPORTFOLIO OF AWARDSRecipient of 13 awards in 2017 including Best Branded Content Studio (Telly, ANA Multicultural, NAMIC EMMA and Model D - Cynopsis)DIVERSE TALENT BASEFormer brand managers, publicists, media strategists, editors, writers, directors and moreROBUST CAPABILITIESStrategy, ideation, creative, branded entertainment, social influence and digital experiences     

 Diversified advertiser base 

 Urban One invested $40 million from cashMGM National Harbor opened in December 2016In return, Radio One receives:6.7% ownership1% of net gaming revenue, $9.9m accrued in first 7 quarters$1 million in advertising revenue from MGM for 5 yearsMGM National Harbor expected to generate net gaming revenues of $712.6 million in 2019 (1)  MGM National Harbor investment   Further diversifies Radio One’s platform in the entertainment industry while still focusing on its core demographic      Radio One HeadquartersSilver Spring, Maryland  MGM National Harbor Prince George’s County, Maryland          (1) Cummings Associates, Projected Gaming Revenues and Impacts of Proposed New Casinos in Prince George’s Country, Maryland., December 18, 2013. 

 Current capitalization 

 Summary free cash flow profile 

 Delever with free cash flow