Ladies and gentlemen, thank you for standing by. I have been asked to 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 12, 2020. 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 this conference will be made available from 1:00 p.m. Eastern time today until midnight on November 15. Callers may access the replay by calling (866)-207-1041 or international callers may direct dial at (402)-970-0847. The replay access code is 8586903. 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 seven days after the call. No other recordings or copies of this call are authorized or may be relied upon. I will now turn the call over to Alfred C. Liggins, Chief Executive Officer of Urban One, who is joined by Peter D. Thompson, Chief Financial Officer.

Thank you operator. And also joining us today, as usual, is Chief Financial Officer for TV One, Jody Drewer, our Chief Administrative Officer for Urban One, Karen Wishart and General Counsel, Kris Simpson. We have released our third quarter results and I couldn't be happier about our performance in the midst of this awful environment and a raging pandemic. Our team has done an extraordinary job of pulling together, managing an environment of layoffs and furloughs and cost cuts but also at the same time figuring out ways to grow our revenue and our EBITDA piece of the pie in the midst of a significant downturn. In Q3, we were able to actually eek our some EBITDA growth when most companies have seen significant downdraft. The hardest hit piece of our business was the radio business. We are starting to see that bounce back in a significant way. But our TV and our digital business and our syndicated radio business, Reach Media, performed exceptionally well. The political advertising environment has been nothing short of the extraordinary. Our target audience is in high demand. If you haven't seen the news stories about black voter turnout where across our entire platform we are scheduled to probably post north of $20 million of political revenue. The fact that we are able to have such a large shares than we traditionally get of political revenue is allowing us to also get more comfortable with putting out an EBITDA guidance number for 2020, which we, in the press release, have noted is somewhere between $125 million and $130 million of full year EBITDA. By comparison, that EBITDA number last year was about $133 million. So in the midst of a pandemic, not off that much at all which also is going to allow us to, at the end of the year, have a lower leverage ratio than we entered the year with. There has been a lot of pain and suffering that has allowed us to achieve this and I am really proud of the team and all the employees that really banded together to get the company through a very tough time. I am going to let Peter go into the specifics on the numbers and then I will come back and talk about the swap that we did recently announced with Entercom and a few other things. Peter?

Thanks Alfred. So net revenue was down 17.2% year-over-year for the quarter ended September 30, 2020, at approximately$91.9 million and this is up 20.9% from second quarter revenue. The radio segment net revenue was down 31.9% year-over-year in the third quarter, but was up 54.3% from the second quarter. This includes approximately $2.4 million of net political advertising revenue. This is a significant sequential improvement to second quarter, which was down by 58.4% during the height of the COVID-19 shutdowns. National advertising sales for third quarter was down 21.5% year-over-year, while local ad sales were down 36%. On a same station basis, which excludes Detroit, our radio segment net revenue was down 29.7% and excluding political, it was down by 34.5% year-over-year, compared to being down 57.1% in the second quarter. Except for a Philadelphia cluster which was particularly bolstered by political advertising in the third quarter, all of our radio clusters experienced net revenue declines year-over-year, but all of which were improvements from the second quarter declines. While all categories, except for government, were down year-over-year for Q3, we experienced the biggest declines in entertainment, retail and auto followed by healthcare and food and beverage. Fourth quarter radio pacings are currently down only mid single digits on a same station basis. Excluding political are down in the high 20% range. And that's a sequential improvement of the year-over-year declines of over six points from second quarter. About $10 million of gross political advertising revenue has been booked in the fourth quarter, bringing the annual total to over $15.3 million for the radio stations alone. This is about $6.25 million more or 70% more than the company's previous record high water mark for political, which was in 2012. And across the whole platform, we have exceeded $20 million of gross…

Thank you Peter. We recently announced a radio asset swap with Entercom and I have said that I believe that the industry, the radio industry, is due for another round of consolidation and any kind of mature business consolidation where you can create economies to scale, expense savings, advertiser clout with a broader offering, that's good because we are a niche broadcaster focusing on African-American. It became clear to us that in order to continue to build scale in markets that we operate in, we are going to have to expand beyond just our urban niche. Charlotte is a market we have been in for quite some time. We had three FMs there focused on the African-American audience. Entercom had the third largest cluster in terms of revenue there but still considerably smaller than Beasley or iHeart in that market. They were doing probably about 20 revenue share and we worked out a deal to get their general market stations under our fold. They have the legendary news talk station WBT in that market, sport station WFNZ and also a legendary well-performing adult contemporary station WLNK. In 2019, those stations probably did about $20 million of revenue. COVID impacted, they are probably going to do about $15 million. And combined with ours, we are now looking at a cluster that will have approaching $20 million of revenue in that market once it's normalized and we have the ability to offer a much broader spectrum of formats to the advertisers and become a significant player. We didn't give up that much, in our opinion, because the stations that we swapped with them, we had singular positions. So in St. Louis, which was the most significant cash flow that we traded, we only had two FMs in that market and no way…

[Operator Instructions]. Your first question comes from the line of Jay Lee from Hsien Capital [ph]. Please go ahead.

Questions, just a few quick one. So one on the radio station sale in St. Louis. Can you give us an idea of what the multiple on that particular station was on kind of a BCF level?

Yes. Peter can.

Yes. I will do that. Yes, give me a second. Hang on a second. 16.8 times.

Okay. Good. And then for the MGM National Harbor put interest, how much fees was on it again? Do you have that there?

6.67%.

That's quite good. And then final question. On kind of the capital demo [ph], you guys did the bond exchange earlier I think very recently, kind of brought you another eight month or so. But how are you guys looking at or how are you guys thinking about the cap sack [ph] here, given kind of the near term maturities. You have the term loan B in 2023. You have the notes in 2022. And then you have the PIK loan in 2022 as well.

Yes. I think we communicate on a consistent basis with most of our large debtholders. As evidenced by the exchange that we did and we had like 99% participation, it was extraordinary and I think the general consensus, the idea is that we will re-rack, we would look to re-rack the entire cap sack in 2021, most likely once we get past the COVID quarters so that you don't have to ask people to sort of imagine that COVID didn't happen, if we can get past those numbers and lap them, then it just makes the sales job easier. But I think that's kind of the general consensus is to re-rack the whole thing. And you try to create a security also that had got some significant size so we can get more players into it. Our securities now are all kind of smallish $350 million tranche, $300 million tranche. And then I guess the sub notes are like a couple hundred million dollars. All of those are subscale and don't allow the full universe of investors to participate in.

And so you look at it more, assuming more of the back half to 2021, just to give you guys a few quarters of runway?

Yes. Look, that's my thought that you look in the back half of 2021 but let me just say this also, the capital markets are funny, like they could explode or they could be really high and people may be willing to look past the COVID numbers and investors and bankers may say that they are willing to do something now at a reasonable level. And we have got to be in a position to take advantage of that. So traditional thought process is telling me, it's the back half. But just you never know. I was always taught that you take capital when it is available and if the markets are open at a reasonable level, we will be opportunistic.

I know you guys talked about, I know you mentioned that you are looking to do a recalculation or a refi pre-COVID. Is that along the similar lines where a deep big tranche is --

No. Actually that was going to be a different now approach. We have been thinking about that. But the capital markets pre-COVID were exceptionally hot and after, I think that was our year-end release, we have been counseled by number of banks that we could have refinanced that tranche that we just exchanged, the $350 million tranche, we could have refinanced that at the time at, they gave us a level of 8% and the tranche was 7.375%. And they thought that you might be able even to come inside of that. So we were actually going to go and at a minimum just refinance that tranche, if the markets were there so we could have done all of the front-end, we would have done that. But just refinancing that tranche would have pushed out that maturity and also bumped out the term loan since it has a springing maturity feature. And so we were going to do that. We would have fronted that singular tranche trade but then COVID happened. So now, if you ask me how we are thinking about it, we would re-rack everything and look to do one bigger tranche or at least a larger singular tranche in front-end and then figure out with Carlisle who owns the back-end of our paper what we do with that maturity. They have been a great partner. And so that's the thinking today. I am not saying it wouldn't change but when we were looking at pre-COVID, we were actually thinking about doing something else which was purely a function that the market was there.

And then a follow-up question. So the reason why the notes were exchange for, call it, eight months or so of charges was to give you guys a little more flexibility going into 2021?

Yes. To give us more time to get a refinancing done and not have to be in the throes of COVID performance.

Okay. Very good. Thanks guys.

Thank you.

Your next question comes from the line of Matt Swope from Baird. Please go ahead.

Yes. Good morning guys.

Good morning.

Could you talk about how you think about that EBITDA number? I walked through your analysis where the stock is and that midpoint EBITDA of $127.5 million but obviously that's an impacted number. What would you counsel investors to look at as they normalize EBITDA number sort of absent COVID.

Yes. That's hard, right. Because I don't think 2021 is going to be back to pre-COVID levels for the radio business, right. And so we have got, I am talking to other CEOs about what you do about budgeting for next year, have got you an assumption for what we think the market is going to do, but it's just that. It's an assumption. I mean, I think you will really have to look at it quarter-by-quarter. And so I don't know what the normalized EBITDA will be for next year because I don't think next year is going to be normalized, right. I can also tell you that prior to COVID, people, investors were more comfortable with, I think, the radio industry now than they were with the cable television programming industry because of cord cutting, et cetera. Thank God, we are in the cable television business because that business has performed in an extraordinary level for us this year. People sitting in the house had to watch television. Ratings are up significant level. Yes, there is still churn. But in this last quarter, churn has slowed as television is like the primary advertising vehicle for folks. And so that business is pretty resilient. So I don't want to go out on a limb and try to give folks what I think normalized EBITDA is. We as a management team, we always try to make sure that we put ourselves in a position to survive first and then we look for opportunities to thrive. And I think the performance that you are seeing this year from this team is how we think about every year. So next year won't be any different for us. I mean it's the middle of November and we are just now giving guidance. And so I would just be sticking a finger in the air for next year if I tried to give you something. What I can tell you is that we are going to have a strategy to continue to delever and to maintain our EBITDA and I suspect that I can go out on a limb and say that our EBITDA won't be any worse than this year and we are going to look for ways to grow it

That's certainly fair and helpful and we appreciate you giving guidance. There's very few of our companies that have given any guidance at all. So definitely grateful for that. And measured by your comments about sort of the change in perception for radio versus cable. And is there opportunity given that in terms of maybe, you talked about consolidation in radio, what about consolidation in cable TV? Is there any opportunity for you to monetize the recent strength in TV One?

I think we have monetize it. The cash flow that's coming in, we are using it to pay down debt. I mean I don't know what you mean by monetize. You are asking, would we consider selling the asset? Yes. That's certainly a question that I would never actually openly debate on a conference call. But I can tell you today, I am grateful that we own that asset. And I think I think having a diversified strategy in a media business that is being disrupted from a digital standpoint is a winning strategy because I just don't know which way it is going to go, right. There was one time where everybody was really down on the radio business. And then I watched big investors start to really be bullish on radio. I lived through that turnaround. And now if you look at the pure play radio companies, they are all going to have like on your double digit leverage levels. And their stocks are still trading as if everything is going to bounce back to normal. But look, I have got to worry about us and how people view us. And so I like the diversification strategy. So I am not looking to try to divorce myself from any of the businesses that we currently own.

No, that's a helpful answer, Alfred. I appreciate that. And maybe on Peter, could I go back to the EBITDA question and you listed off a number of the costs that were down in Q3 year-over-year answer, sort of back to that EBITDA question. How much of that stuff do you think is going to come back? How much should we, between things like sales commissions and some of the incentive expenses and others, how should we think about where expenses go as hopefully we are in a happier place in 2021?

It's a difficult question. Obviously, I deliberately gave a fair amount of detail about where the savings came so that you can look at the different buckets. And so it's difficult because TV One programming. Obviously it's going to be suboptimal for us to continue to save at this kind of level there. We are going to need new programming. So at an appropriate time, that figure will have to be turned back on, for want of a better phrase, But to Alfred's point, we are going to manage through this next couple of quarters and see where we are at. So it's hard for me to give you a numerical answer to your question, even though I would like to, because I don't know where we are going to be with TV One programming. We want to do more obviously and the same on TV One marketing which will follow the programming. I think what we can say is, we have made a number of the furloughs permanent and obviously we laid off unfortunately some people. So there is a permanent there. But even that is a little tricky to speak to numerically once events, if things start opening up again, then you are going see our revenues go up as we start to have our big events again. And then we are going to need to bring people back in to manage those events and deal with promotions on the ground. So it's a complicated ask. And so, yes, we saved $20 million in third quarter. As I look at our forecast in fourth quarter, which might be helpful to you, I think you costs overall will be down about $8 million, but EBITDA will be up. So I am trying to give you the best answer I can. Obviously some of that's variable. I have given those numbers. But it's hard to give you how much is permanent and how much isn't. Because there is just a lot of moving parts to that question.

No, that's ail helpful. And just to be sure on an apples-to-apples basis, so that $125 million to $13 million EBITDA guidance, what are we supposed to be comparing that to for 2019 like you said?

$133.5 million.

Got it. And so as we look ahead to 2021, maybe I am trying again on what I was asking Alfred, can we think about 2021 being a better number than that 2019 number?

That is certainly how we are going to approach the budgeting process. That's what I will tell you.

Got you.

And look, that's going to be a cutback and when I say that's a cutback, is because we took all these costs out in terms of salary reduction, headcount, bonuses, et cetera. So next year is going to be, next year should not be a crisis year, right. So we will load back. We have already restored salaries and things of that nature. You will give people an opportunity to earn their bonuses back. And so you have a got a bunch of costs that were unnatural that got taken out this year that you will load back and then we are going to have to then try to grow our EBITDA on top of that. But you are also not going to be dealing with the same kind of depressed revenue levels in the radio business that you had in 2020. I just don't know how much it's going to bounce back yet. We have got things like to swap that we just did in Charlotte that are going to give us EBITDA upside opportunity. We have got a number of other things that will happen. We are getting more and more distribution for our second cable television network, Cleo. We just finished renewing our Verizon deal. That's done. Cleo is going to get launched as part of that. We are about to launch on DirecTV for Cleo now. And we announced that we were getting that distribution but it's about to launch in the near term.

DirecTV launched.

DirecTV did launch? Yes, DirecTV, what, it launched on 8th or 11th or something?

It launched on the 9th.

Yes. It launched on the 9th. So that's up. Cleo, next year, is going to be probably in the $30 million sub arena. So now it's time to look at getting it rated which allow us to monetize. So there's these things that are opportunities that we are going to have to go out and monetize. So our goal will be in the face of all of those things we just said there, is to then go out and beat this year's EBITDA number.

And that's without $20 million of political, right.

And that's without $20 million of political. Yes. It's got to be our goal.

Does you guys base case include any events revenue in 2021?

We haven't. The answer is no right now. We haven't even gotten to the budgeting process yet for radio. We made a conscious decision not to really start to look at it in earnest until we get to in the December and realize how well December is doing versus last year and using that as a jump off point to start to forecast Q1.

That's great. I really appreciate all the questions, guys. Thanks very much.

Sure.

Your next question comes from the line of Ryan Lawrence, an investor. Please go ahead.

Yes. Hi. I was just wondering if there are any diversification happening like getting away from cruise ships, essentially since COVID doesn't look like to be abating anytime soon and getting worse? And the casino business and other things like that and maybe advertising with some of these sporting events with the BLM movement?

I am sorry. I didn't hear the first part of it. Diversifying away from things like cruise ships and casinos. So I think we are responding to all of those things. And obviously, cruise business, at the moment, is thriving. So boats at a point hopefully it will have run again and those events are profitable for us. We also hold casinos in pretty much all of our markets. And that generates significant revenue and significant profit for us in a normal year. And we believe that that will come back. What we have done in the meantime in terms of diversification, as Alfred said, we just announced a sale with a radio swap where we are going to get bigger in Charlotte and some of the markets. So that will help us. I think your final point was about BLM. And clearly, there is a movement from which we are benefiting. I think that's one of the reasons that social justice issues have helped us with the amount of political dollars we have gotten this year and the folks on our audience. I don't know if Alfred has any specific thoughts on that. But that's really -- I wouldn't call it diversification. We are reacting in real time to the business conditions on the ground.

So I would say, but my own personal view is, there is going to be a vaccine. They will control of this. And over time, life will go back to normal. I mean, it did with the Spanish flu, right. Is that's going to be Q1 of 2021. I don't think so. I think it will take most of next year for things to start to get back. But I do think that life will return to normal and people will gather and there will be concerts and there will be events and there will be cruises. By the way, our cruise business, it's a big revenue number but it was $1.7 million of our $133.5 million of cash flow. It's not a gigantic piece of our profitability. The casino, you have got to differentiate regional casinos from Las Vegas. Las Vegas is hurting badly because so much of their revenue and profitability is also about tourism and conventions and room nights and less about gaming. The regional casino business is about people within a 60 mile radius showing up, playing blackjack and slots. And MGM National Harbor is killing it. And so I don't want to diversify away from that. I would rather diversify more into that business than away from it. So I think the other thing is people have to look at our business. And it's hard because all of this BLM stuff and because we are black focused company, everybody is like, oh, this company is going to go to the moon, right. Well, we are in the middle of a pandemic. Most of our advertisers were shutdown. And so what our position is a black media company has allowed us to do and our diversification is to perform at an extraordinary level compared to everybody else and what happens with then in the pandemic. And so being down from $133.5 million to $125 million to $130 million, when lots of other folks got wiped out altogether, that's what our strategy has allowed us to do and what our focus is. So I see some of the chat boards where people think that our revenues are going to be up 50% because of Black Lives Matter. I mean we are still media company and businesses that spend advertising dollars are still at limited capacity or closed.

Yes. There are also people on the chat boards saying false things about naked shorts and pump and dump with the extreme stock price movement with June 16. So I am wondering if anyone, just to follow-up, is considering like getting more heavily involved with seizing opportunity as far as diversification or adapting to these new times? Obviously, the world will somehow return. I don't think we can ever return fully. COVID looks like it's going to morph into all kinds of things. But I appreciate what you are saying. But there's people on these boiler rooms still putting out false information that you guys are heading towards bankruptcy, which I am not hearing today at all. So I commend you on the way you guys how you have adapted with COVID. So thank you for answering the question. I appreciate it. And good luck. I do agree the casino diversification is a good move.

My pleasure. Thank you.

And at this time, there are no further questions.

Great. Thank you everybody. I always say this at the end. And I feel like I sound like a broken record. But Peter and I are always available offline to answer any additional questions, if you think of something that you didn't get to ask today. We appreciate your support and talk to you next quarter.

Ladies and gentlemen, that does conclude your conference for today. Thank you for your participation and for using AT&T TeleConference. You may now disconnect.