Urban One Unable to File Timely Quarterly Reports
In a FORM 12b-25 filing with the Securities and Exchange Commission, Urban One says that the dismissal of is former independent accounting firm BDO USA, LLP and subsequent appointment of Ernst & Young LLP in that position forced it to miss the November 8 deadline for filing late quarterly reports. The company says, “Given the change of the Company’s independent registered public
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.
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.
2023. Consequently, it dismissed the accounting firm BDO USA, LLP and hired Ernst & Young LLP to serve as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 effective as of July 12, 2023. In the filing, Urban One says, “Given the change of the Company’s independent registered public 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 June 30, 2023. The company is working to complete quarter reports for the first two quarter of 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.
with its independent registered public accounting firm, re-evaluated the Company’s accounting for the valuation of its investment interest in MGM National Harbor (the “MGM Interest”), which the Company sold for cash proceeds of approximately $136.8 million on April 21, 2023. After further review of the Company’s accounting for its MGM Interest, it was determined that adjustments are required to the Company’s financial statements as of January 1, 2021 and for each of the annual and interim periods ended December 31, 2021 and September 30, 2022 (the “Affected Periods”), due to understatements in the value of the MGM Interest… The Company’s management concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting for the Affected Periods. The Company’s remediation plan with respect to such material weakness will be described in more detail in the 2022 Form 10-K. 
for cash and it should get $145.5 million at the time of settlement. At the same time, Urban One is notifying the SEC that is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 before the March 16 deadline. The company says it expects to file the report within the 15-day extension period. Urban One adds, “The company noted it expects its auditor will issue an unqualified opinion on the consolidated financial statements. The company has identified material weaknesses in the company’s 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, 2022. The Annual Report on Form 10-K for the year ended December 31, 2022 will describe these material weaknesses, and the company is implementing plans to remediate them.”