Urban One Receives Non-Compliance Notice from NASDAQ
Urban One reports that it received a letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC on April 8 notifying the company that it was not in compliance with requirements of Nasdaq Listing Rule 5250(c)(1) as a result of not having timely filed its Annual Report on Form 10-K for
the fiscal year ended December 31, 2023, with the Securities and Exchange Commission. Urban One now has 60 calendar days, or until June 7, 2024, to submit a plan to regain compliance. If Nasdaq accepts the compliance plan, the Nasdaq staff may grant the company an exception of up to 180 calendar days from the filing’s due date, or until September 11, 2024, to regain compliance. Urban One says it is working diligently and expects to file its 2023 Form 10-K within the 60-day period, which would eliminate the need for it to submit a formal plan to regain compliance.
previously announced Exchange Offer and Consent Solicitation in which Cumulus offered to exchange any and all of its outstanding 6.750% Senior Secured First-Lien Notes due 2026 (the “Old Notes”) for new 8.750% Senior Secured First-Lien Notes due 2029 (“New Notes”) to be issued by Cumulus. The company has further extended the expiration time from 5:00 pm, New York City time, on April 2, 2024, to 5:00 pm, New York City time, on April 9, 2024.
reporting is operating results for 2023 it reveals net revenue of $1.16 billion, a decrease of 6.75% from the full year 2022. The company was hampered by an impairment loss of $1.3 billion in 2023, compared to the impairment loss of $180 million reported in 2022. That and other factors led to total operating expense soaring to $2.5 billion, compared to the total operating expense of $1.32 billion in 2022. The company posted a net loss of $1.13 billion in 2023, compared to the net loss of $140 million reported for 2022. 
firm to complete its audits of the consolidated financial statements and internal control over financial reporting included in the Form 10-K. Urban One expects its auditor will issue an unqualified opinion on the consolidated financial statements. The reason for the delay is that Urban One has identified material weaknesses in its internal control over financial reporting and as a result, expects some of its internal controls over financial reporting and disclosure controls will be ineffective as of December 31, 2023. The Annual Report on Form 10-K for the year ended December 31, 2023, will describe these material weaknesses, and the Company is implementing plans to remediate them. The company says it does not anticipate any changes to its previously audited financial statements, nor does it expect to report financial results for the fourth quarter and full year ended December 31, 2023 that are materially different from the financial guidance range previously provided by the company during its third quarter earnings call.
previously announced acquisition of Broadcast Music, Inc. (“BMI”) to a shareholder group led by New Mountain Capital, LLC has closed, and the company has received $101.4 million of proceeds related to its equity interest in BMI. iHeartMedia says it plans to use the proceeds for general corporate purposes, which may include the repayment of debt.
Rosa Road in Camarillo, California. Although the company officially moved its headquarters to Irving, Texas, the Camarillo offices are still the base of some of its corporate operations. In notifying and seeking approval from lender Siena Lending Group LLC, Salem notes that the Camarillo officers are being sold to Greg Robinson for $6.2 million and that cash will be applied to the company’s debt. It will then lease the property for $500,000 per year.
hiring Ernst & Young LLP. Yesterday (1/4), Urban One filed the following with the SEC: “On January 4, 2024, Urban One, Inc. announced that it had received notice from the Nasdaq Stock Market, LLC confirming that it has regained compliance with Nasdaq Listing Rule 5250(c) (the “Periodic Filing Rule”) which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission… with the company in compliance with the Periodic Filing Rule, Nasdaq has ceased any action to delist the company’s securities… Nasdaq has informed the company that it will be subject to a Mandatory Panel Monitor for a period of one year, or until December 29, 2024. If, within the one-year monitoring period, the company again fails to comply with the Periodic Filing Rule, the company will not be permitted to provide the Nasdaq Staff with a plan of compliance with respect to that deficiency, nor will the company be afforded a cure period. Instead, upon the Nasdaq Staff issuing a delist determination letter, the company would then have an opportunity to request a new hearing with the initial Hearing Panel or a newly convened Hearing Panel if the initial Hearing Panel is unavailable.”
16, 2024 to file its Form 10-Q quarterly report for the period ending September 30, 2023. As result of that filing being late, Nasdaq has begun the process of delisting Urban One stock. However, the extension gives Urban One extra time to file the report. The company says it expects to be able to file the Q3 2023 Form 10-Q on or before December 31. As TALKERS has previously reported, the late filings were the result of Urban One dismissing its previous independent registered public accounting firm BDO USA, LLP and hiring Ernst & Young LLP.
Securities and Exchange Commission for the periods ended March 31, 2023 and June 30, 2023. Briefly, the company’s net revenue for Q1 2023 was $110 million, down 2% from the same period in 2022. The company posted a net loss of $2.7 million for the first quarter. For Q2 of 2023, net revenue was $129.7 million, an increase of 9.2% over the same period in 2022. The company posted a net income of $71 million for that period.
regarding a restructuring of the Company’s outstanding indebtedness,” it reaches agreements with investors and creditors to again extend the deadline after which it would be in default. Audacy gets an extension on the due date for interest payments on its Credit Facility to November 30 and on its Receivables Purchase Agreement for the October Audacy Party Payment to November 30 and the November Audacy Party Payment Due Date to December 8. 
related to Urban One’s failure to timely deliver quarterly reports for the first and second quarters of 2023 and sets a due date of November 30, 2023 for those and a December 31, 2023 due date for the third quarter financial report. Urban One also reports that it has received an Additional Staff Delisting Determination from the Listing Qualifications Department of The Nasdaq Stock Market LLC due to the delinquent Q3 2023 report. Urban One has a hearing set for November 30 and anticipates filing the delinquent Q1 and Q2 reports prior to the hearing. It also expects to file the Q3 report on or about December 31, 2023 and will present its plan to evidence full compliance with the Nasdaq listing criteria at the hearing.
-term solution to its debt problem. Audacy gets an extension on the due date for interest payments on its Credit Facility to November 27 and on its Receivables Purchase Agreement for the October Audacy Party Payment to November 20 and the November Audacy Party Payment Due Date to November 24. Also, on October 30, the New York Stock Exchange filed to delist Audacy’s Class A common stock from the exchange and the delisting became effective on November. The stock continues to trade over the counter under the symbol “AUDA.”
2022, which ended on Oct. 1, 2022. The bulk of that revenue and profit came from its domestic business at $14.6 billion and $2.81 billion, respectively.” The filing also shows how important cable television is to ESPN’s bottom line. Canal writes, “The bulk of the sports segment revenue came from affiliate fees at $10.8 billion followed by advertising at $4.4 billion and subscription fees for ESPN+ at $1.1 billion. ESPN typically has the highest carriage fees, or fees pay-TV providers pay to network owners to carry their channels, of all basic cable networks. According to an estimate from SNL Kagan, ESPN charges pay-TV operators $8 to $9 per subscriber.” 
listing requirements by not filing quarterly reports with the Securities and Exchange Commission for the first and second quarters of 2023. Urban One has been late with quarterly reports since it discovered problems with its former independent accounting firm’s valuation of its investment interest in MGM National Harbor, which the company sold for cash proceeds of approximately $136.8 million on April 21, 2023. Urban One has since dismissed that accounting firm and hired Ernst & Young LLP as its independent accounting firm. Nasdaq’s granting the stay means that the company’s shares will not be delisted before the outcome of the hearing scheduled for November 30. Urban One says it anticipates filing the delinquent reports prior to that date.
financial reports with the Securities and Exchange Commission. Urban One says it intends to timely request a hearing before a Nasdaq Hearings Panel and that request will automatically stay any suspension or delisting action through October 20, 2023. The company will request that the stay be extended through the hearing and the expiration of any additional extension period granted by the Hearings Panel through March 26, 2023. There’s no assurance that the Hearings Panel will grant the additional extension or that Urban One will be able to regain compliance by the end of any additional extension period. The company is late with its quarterly financial reports for the first and second quarters of 2023. As previously reported, this comes as the result of the company dismissing its previous independent registered public accounting firm BDO USA, LLP and hiring Ernst & Young LLP.
Securities and Exchange Commission. Urban One has disclosed that it has been unable to file the reports in a timely manner due to the change of its independent registered public accounting firm. The company was granted 180 days to come into compliance by Nasdaq or face delisting and Urban One says it anticipates it will be able to file the reports in question before the deadline of September 27, 2023.
Q3 of 2022. For the fourth quarter of 2022, net revenue was approximately $132.6 million, an increase of 1.6% from the same period in 2021. The company reports operating income of approximately $14.3 million for the period, compared to approximately $20.3 million for Q4 of 2021. Broadcast and digital operating income was approximately $47.6 million, an increase of 7.9% from the same period in 2021. Net income was $856,000 compared to approximately $5.3 million in net income for the same period in 2021. The company has yet to file its operating results for Q1 of this year, but its preliminary results from the quarter show same station radio segment revenue up 2.0% on a same station basis.