Urban One Averts NASDAQ Delisting After Reporting Q3 2023 Operating Results
On December 22, Urban One filed its Form 10-Q with the Securities and Exchange Commission for the third quarter of 2023. In it the company reports net revenue of $117.8 million for the period ended September 30, 2023, a decrease of 2.8% from the same period in 2022. It also reports a net loss of $53.7 million in Q3 2023 compared to the net income of $3.7 million it reported in Q3 of 2022. Urban One had received a delisting notice from Nasdaq Stock Market LLC for failing to file its quarterly reports with the SEC on time. As TALKERS has previously reported on this matter, the tardiness stems from the company dismissing its previous independent registered public accounting firm BDO USA, LLP and
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.”
accounting firm and the work required for E&Y to re-familiarize itself with the Company, the Company’s continued assessment of its internal controls, the Company is not able to finalize the financial statements and related information for inclusion in its quarterly report on Form 10-Q for the quarter ended September 30, 2023 (“2023 Q3 Form 10-Q”). Accordingly, the Company is unable to file its 2023 Q3 Form 10-Q within the prescribed time period as it works to complete each of the Company’s 2023 Q1 Form 10-Q, 2023 Q2 Form 10-Q and 2023 Q3 Form 10-Q.” This stems from BDO USA, LLP’s problematic valuation of Urban One’s investment interest in MGM National Harbor, which it sold for cash proceeds of approximately $136.8 million on April 21, 2023. This matter has also forced Nasdaq Stock Market LLC to begin the delisting process for the company’s stock.
“AUDA.” Audacy says, “The NYSE’s determination has no impact on Audacy’s business strategy or operations. Audacy continues to focus on growing and enhancing its capabilities as a leading, multi-platform audio content and entertainment company, and continues to engage in discussions with its lenders to deleverage its balance sheet and improve its capital structure to position Audacy for long-term growth.”
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.
compliance with the Nasdaq Listing Rule, the Company’s common stock will be subject to delisting. Under the Nasdaq rules, the company has 60 calendar days to file the 2022 Form 10-K or to submit to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the company’s plan, then Nasdaq may grant the Company up to 180 days from the prescribed due date for filing the 2022 Form 10-K to regain compliance. If Nasdaq does not accept the company’s plan, then Urban One will have the opportunity to appeal that decision to a Nasdaq Hearings Panel. The company says it is working diligently and expects to file its 2022 Form 10-K within the 60-day period. Previously, Urban One notified the SEC that it had identified material weaknesses in its internal control over financial reporting and as a result, expected some of its internal controls over financial reporting and disclosure controls would be ineffective as of December 31, 2022. The Annual Report on Form 10-K for 2022 will describe these material weaknesses, and the company is implementing plans to remediate them.”