Urban One, Inc. (UONEK) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. And welcome to Urban One's Annual Meeting. [Operator Instructions] And as a reminder, this conference is being recorded. I would now like to turn the conference over to Founder and Chairperson, Catherine Hughes. Please go ahead.

Good morning. First and foremost, I give praise and thanks to god from whom all blessings flow. Welcome to our annual stockholders' meeting. I am grateful that we can gather telephonically today, and I sincerely hope that you and your families are healthy and safe. On behalf of Urban One, I would like to greet my fellow stockholders, especially, those joining us for the first time. I hope and pray that next year, we will be able to meet with each of you in person. On October 3, 2020, we will celebrate our 40th anniversary. That's 40 years of service to our community, and I am humbled, grateful and proud that so many people like you have supported and trusted us along the way. This company was started to give a voice to the unheard, a song of strength to those in the struggle and a megaphone to the strong, unapologetic black voices, who speak truth to power. We have been present consistently during major historic events and have proudly represented the African-American community, telling our stories without the filter of mainstream media. Now in the midst of COVID-19, the pandemic, which disproportionately affects black people, and the protests also against systemic racism, sparked by George Floyd's death, our presence remains critical. We must continue to herald our mantra, "information is power" and serve as a source of inspiration and information for African-Americans, who rely on us to provide content that will inform and fuel the decisions that they have to make for their families, their businesses and their lives. COVID-19 has redefined how we live, conduct business, educate our children, gather and interact in our community. George Floyd's murder restored our unquenchable demand for equality and equity. Now we are grappling with what comes next. How do we return? Not to normal, but to a new way of light after COVID-19 and the protest for systemic change. We do not know the answers yet. However, we do know that whatever lies ahead will require even more dedication, ingenuity and dogged determination, which is what inspired the creation of our company 40 years ago. These aspects won't just carry us forward, they will also help us to thrive. Today, more than ever, we are reminded of how connected and interdependent we all are. We are indeed our brothers and our sisters' keeper. And we must care for the most vulnerable and susceptible among us. We understand that as Dr. King stated in his letter from a Birmingham Jail and I quote "Injustice anywhere is a threat to justice everywhere. We are caught in an inescapable network of mutuality tied in a single garment of destiny. Whatever affects one directly, affects all of us indirectly." We are also reminded that leadership not only matters but is critical in times of great challenge. We truly are dealing with unprecedented times and circumstances. However, Urban One's commitment to the African-American community remains stronger than ever. We have never wavered in our allegiance to Black Empowerment through truth, education and informed community. We are steadfast and are resolved to ensure we remain unapologetically in the Black people business, because we recognize and acknowledge that we are needed even more today than we were, when we were founded 40 years ago. I urge each of you to stay the course with us to be engaged, genuinely engaged and active in our community. We cannot accomplish our change mission alone. We need the continued commitment and support of Urban One and the 1,600-plus men and women who work to execute our mission daily. We are in all together. And together, we will continue to make a difference. I thank each of our employees, our clients and content consumers as well as, you, our stockholders, personally, for your loyalty and faith in Urban One. And I pray that God will continue to love and direct us, guide and protect us in all of the days ahead of us. Blessings to each of you. I now turn it over to our CEO, Alfred Liggins.

Thank you, Ms. H. Those were wonderful words, and good morning, and welcome to the annual meeting of stockholders of Urban One, Inc. I am Alfred C. Liggins, Chief Executive Officer and President, and I will serve as Chairperson of this meeting. The meeting is hereby called to order. We note that given the ongoing pandemic, this meeting is being held telephonically to promote the safety and well-being of all of our stockholders, employees and other corporate constituents. We thank you for your consideration and wish each of you the best of health as we, as a country, get through these trying times. With me this morning are Catherine L. Hughes, Chairperson of the Board of Directors and Secretary; Peter Thompson, Executive Vice President and Chief Financial Officer; Karen Wishart, Executive Vice President and Chief Administrative Officer; David Kantor, Chief Executive Officer of our Radio Group; Kristopher Simpson, Senior Vice President and General Counsel; and Joseph Isaksen, Senior Vice President of Finance. Also present is William Choi of BDO USA, LLP, our independent registered public accounting firm. The first order of business is for Peter Thompson to provide a safe harbor statement.

Thank you, Alfred. Welcome to Urban One's Annual Stockholders Meeting. During the meeting, the company may share with you certain projections or forward-looking statements regarding future events or its future performance. We caution you that certain factors, including risks and uncertainties referred to in the Forms 10-Ks, 10-Qs and other reports we periodically file with the Securities and Exchange Commission could cause our actual results to differ materially from those indicated by any projections or forward-looking statements. This meeting will present information as of June 16, 2020. Please note that Urban One disclaims any duty to update any forward-looking statements made in today's presentation.

Thank you, Peter. To proceed with business, we must first determine if there is a quorum of shares present or represented by proxy and entitled to vote.

I move that the Chairperson appoint Joseph Isaksen as inspector of election to determine the shares present in person and represented by proxy and entitled to vote.

I second the motion.

All those in favor say, "Aye." [Voting]

Those opposed? [Voting]

The motion is carried. I appoint Joseph Isaksen as inspector of election to determine the number of shares entitled to vote represented in person or by proxy. Will the Assistant Secretary please administer the inspector's oath?

Do you, Joseph Isaksen being sworn to your oath, swear that you will faithfully, honestly and impartially perform the duties of inspector of election and will, to the best of your skill and ability, conduct the vote to be held this day and make a true report of the same?

I do.

Would the Assistant Secretary now report on the mailing of the notice of this meeting?

This meeting is held pursuant to the notice dated April 29, 2020, to each stockholder of record on April 17, 2020, who is entitled to vote. A list of stockholders entitled to vote has been available at the offices of the company for the past 10 days and is available after the meeting for examination by any stockholder desiring to do so. All documents concerning the call and notice of meeting will be filed with the records of the meeting.

Would the inspector of election now report on the presence of a quorum of shares that have voted electronically or that are present or are represented by proxy and entitled to vote?

The count of shares present prior to the commencement of the meeting indicated that there are present or represented by proxy 1,367,841 shares of Class A common stock. And 2,861,843 shares of Class B common stock, together representing more than a majority of the total votes outstanding and eligible to vote.

As more than the required majority of shares is represented, I declare that a quorum is present. On behalf of the Board of Directors of Urban One, I would like to express my appreciation to all stockholders who returned their proxies by mail or voted by phone or Internet. All of the proposals are described in the proxy statement that was mailed to stockholders of record as of April 17, 2020. The Board unanimously recommends a vote in favor of approval of each of the proposals. The first matter to be acted upon is the election of 2 Class A Directors. The Board has nominated Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2021 annual meeting of the company or until their successors are duly elected and qualified. Is there a motion?

I move that Mr. Jones and Mr. McNeill be elected as Class A directors.

I second the motion.

Is there any discussion? The second matter to be acted upon is the election of the 3 remaining directors. The Board has nominated Catherine L. Hughes; Alfred C. Liggins, III; and D. Geoffrey Armstrong as Directors to serve until the 2021 annual meeting of the company or until their successors are duly elected and qualified. Is there a motion?

I move that Ms. Hughes; Mr. Liggins; and Mr. Armstrong will be elected as directors.

I second the motion.

Is there any discussion? The third matter to be acted upon is the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2020. Is there a motion?

I move that the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm of Urban One, Inc. for the year ending December 31, 2020, be approved and adopted.

I second the motion.

Is there any discussion? The fourth and final matter to be voted upon is the approval of the amendment of Urban One, Inc. certificate of incorporation to effect a reverse stock split across all classes of our common stock by a ratio of not less than 1 for 2 and not more than 1 for 50 at any time prior to December 31, 2021, with the exact ratio to be set at a whole number within this range as determined by our Board of Directors in its discretion. Is there a motion?

I move that the proposal to amend Urban One's certificate of incorporation to effect a reverse stock split across all classes of our common stock by a ratio of not less than 1 for 2, not more than 1 for 50 at any time prior to December 31, 2021, the exact ratio to be set at a whole number within this range as determined by our Board of Directors in its discretion to be approved and adopted.

I second the motion.

Is there any discussion? While the votes for all the proposals are being tabulated, I will accept the motion for the filing of the various records pertaining to this annual meeting.

I move that the Assistant Secretary will be directed to file with the records of the company the following documents: a list of stockholders entitled to vote at the meeting, the proxies and balance presented, notes of the meeting and certificates of mailing thereof and the report of the inspector of election.

I second the motion.

You have heard the motion, all in favor, say, aye. [Voting]

Aye.

Aye.

Those opposed? [Voting]

Operator, we now welcome any questions or comments any stockholders may have. Are there any questions or comments?

[Operator Instructions] And we do have question from the line of [ Ivana Paul ] with Urban One.

On the notice to exercise your right to vote, there is information about how to vote. There are telephone numbers on it, if you want a copy of the proxy, if you want to listen to the conference call today, wrote down in the section where it is, how to vote, there is not a telephone number there. So next time, can a number to both that telephone, be placed on the notice. Because on the one that I received, there is no telephone number.

There should be a notice at the -- I'm sorry, a telephone number at the top of the notice. It's also on the cover page -- I'm sorry, the Page 1 of the proxy itself.

No. What is on the 1 that I received, in the section is to request a paper, e-mail copy of the proxy information. There's a telephone number there. And then there's a number there to -- in this section to listen to the conference call, but there is not a telephone number on here to vote by telephone. If it is, I'm not seeing it.

Okay. We will reexamine that.

Okay. Because I was not able to vote for because I didn't see it.

Okay.

[Operator Instructions] And there are no questions in the queue. Please continue.

Thank you, operator. Would the inspector of election please report on the tabulation at this time?

Based on my preliminary tabulation, a majority of votes cast by the holders of Class A common stock has been voted in favor of the election of the Class A directors. The majority of the votes cast by the holders of Class A and Class B common stock has been voted in favor of the election of the other office -- I'm sorry, excuse me, of the other Directors, ratification of the appointment of BDO USA, LLP as the company's independent registered public accounting firm and approval of the Urban One's certificate of incorporation to affect the reverse stock split.

Is there any other business that may properly come before this meeting?

I move that this annual meeting of the stockholders of Urban One Inc., be adjourned.

I second the motion.

All in favor, say, aye? [Voting]

Aye.

Aye.

Those opposed? [Voting]

The motion is carried. I declare this meeting adjourned. Thank you all for your time, your attention and your support. And be safe, healthy and well. Thank you, operator.

Thank you. Ladies and gentlemen, a replay of this conference call will be available from 11:30 a.m. Eastern Time today, until midnight tomorrow, June 17. Callers may access the replay by calling 1 (866) 207-1041. International callers may dial direct at (402) 970-0847. The replay access code is 7916922. Access to live audio and a replay of the conference call will also be available on Urban One's corporate website. That does conclude our conference for today. We thank you for your participation, and for using AT&T event conferencing service. You may now disconnect.