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

Ladies and gentlemen, thank you for standing by, and welcome to the Urban One's 2022 Annual Stockholders Meeting. As a reminder, this meeting is being recorded. 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 Form 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 on forward-looking statements. This meeting will present information as of June 13, 2022. Please note that Urban One's disclaimers (sic) [ Urban One disclaims ] any duty to update any forward-looking statements made today in today's presentation. A replay of the 2022 annual meeting will be available from 2:30 p.m. Eastern Daylight June 14, 2022, until 12:00 a.m. Eastern Daylight June 17, 2022. Callers may access the replay by calling (866) 207-1041. International callers may dial direct at (402) 970-0847. The replay access code is 8581949. 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 7 days after the 2022 annual meeting. No other recordings or copies of this call are authorized or may be relied upon. In fairness to all stockholders and the interest of an orderly meeting, we require you that you honor the following rules of conduct. The meeting will follow the agenda set forth in the Notice of the 2022 Annual Meeting, dated April 29, 2022, and sent to each stockholder of record on April 14, 2022, who is entitled to vote. In accordance with the company's bylaws, new shareholder proposals will not be accepted. If you wish to address the meeting, please wait until the question-and-answer portion of the meeting, at which time I will take questions from the queue of callers. Upon being recognized, please state your name clearly, your status as a shareholder or a proxy holder and present your question or comment. Each speaker is limited to a total of no more than 3 questions or comments, no more than one of which may be of any single topic and each of which must be no more than 1 minute in length. The views and comments of all of our stockholders are welcome. However, the purpose and agenda of the meeting will be observed, and the chairperson may stop the discussions that are irrelevant to the business or the company or the conduct of its operations related to pending or threatening litigation, derogatory or not in good taste, unduly prolonged, longer than 1 minute, repetitions of statements or questions of other stockholders, related to employment matters or personal grievances or not otherwise properly noticed to the stockholders before the meeting. I will now turn the call over to Alfred C. Liggins, Chief Executive Officer of Urban One. Mr. Liggins, please go ahead.

Thank you, operator. And as always, we'd like to start our Annual Stockholders Meeting with remarks from my mother and the founder of Urban One, Catherine L. Hughes.

Thank you, Alfred. First and foremost, I give praise and thanks to God from whom all blessings flow. Welcome to our 2022 Annual Stockholders Meeting. I'm always grateful to meet with each of you, our fellow stockholders, around this time each year, and I pray that you and your families are healthy and safe. 2 years ago, Urban One celebrated 40 years of entertaining, educating and empowering the African-American community. This year, I celebrated my personal Diamond Jubilee, 75 trips around the sun, 75 years of living, 75 years of blessings from God, allowing me to learn, create and build. And I am eternally grateful for the past 42 years of working with and for our company. And I'm looking forward to the next 4 decades of business and another several years of trips around the sun. In the past 75 years, so much has changed. The ways in which we travel, communicate, learn and live have all been transformed by technology and innovation. But they say that every 75 years or so, historic [ concurrence ] happens as the teachings of history are lost, and the stories of past struggles and triumphs fail to guide present generations as older generations pass. We see this in real time as war, once again, rages in Europe, the COVID-19 pandemic persists, and Roe versus Wade appears to be in jeopardy. And this is precisely why we were empowered to create Urban One, to be a pioneer for change, a documentarian of history and a chaperone to future generations. Urban One's multiple voices across our platforms held not just entertainment but the stories of our community, the inspiration of our past and the promise of our future as we inspire and demand justice, equality and opportunity for African-Americans and people of color. I am a proud generational entrepreneur. I come from a line of business owners that includes my father, who owned his own Woods Accounting Service; and my grandfather, who founded the Piney Woods School in Piney Woods, Mississippi, one of the nation's oldest African-American boarding schools that continues to operate to this day. We must be inspired by those who came before us, and we must inspire those who will come after us. Be a light, be a vision, be determined and, above all, be bold. Make history in order to change history. I remind each of you that life is greater than the sum total of our aspirations. Life is a blessing that flows from God so that each of us can contribute to the world and the totality of the bigger vision. Raise your voice. Be heard. Raise your hands and be active. But most of all, raise your spirit and the spirits of those around you. In numbers, there is great strength, and with great strength, nothing is impossible. I want to personally thank each of our employees, our clients, our content consumers and especially you, our stockholders, for your loyalty and faith in Urban One. I pray that God will continue to guide and direct us, love and protect us as we forge ahead. Blessings to each and every one of you. And thank you so much for your continued support of our collective mission. Alfred?

Thank you very much, Ms. Hughes. And good morning, and welcome to the Annual Meeting of Stockholders of Urban One, Inc. I'm Alfred C. Liggins, Chief Executive Officer and President, and I will serve as Chairperson of this meeting. The meeting is hereby called to order. With us -- 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; Kristopher Simpson, Senior Vice President and General Counsel; and Joseph Isaksen, Senior Vice President of Finance. To proceed with business, we must first determine if there is a quorum of shares present or represented by proxy and entitled to vote. Is there a motion?

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 by proxy or having voted telephonically or electronically. 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 elections, 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.

Will the assistant secretary now report on the mailing of the notice of this meeting?

This meeting is held pursuant to printed notice, dated April 29, 2022, to each stockholder of record on April 14, 2022, 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 the meeting will be filed with the record of the meeting.

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

The count of shares present or voted prior to the commencement of the meeting indicate that there are present or represented by proxy or voted 6,736,457 shares of Class A common stock and 2,861,843 shares of Class B common stock, together representing more than the 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 electronically. Agenda items for this meeting are those proposals described in the proxy statement that was mailed to stockholders of record as of April 14, 2022. 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 was nominated -- has nominated Terry L. Jones and Brian W. McNeill as Class A directors to serve until the 2023 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 4 remaining directors. The Board has nominated Catherine L. Hughes, Alfred C. Liggins, D. Geoffrey Armstrong, and B. Doyle Mitchell as directors to serve until the 2023 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, Mr. Armstrong and Mr. Mitchell be elected as directors.

I second the motion.

Is there any discussion? The third and final matter to be voted upon is the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the year ending December 31, 2022. 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, 2022, 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 is directed to file with the records of the company the following documents: a list of stockholders entitled to vote at this meeting, proxies and ballots presented, the Notice of 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]

Those opposed? [Voting]

The motion is carried. Operator, we now welcome any questions or comments any stockholder may have as -- are there any questions or comments?

[Operator Instructions] And I'm not seeing any questions in the queue. Please continue.

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

Based on my preliminary tabulation, the majority of votes cast by the holders of Class A common stock have 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 have been voted in favor of the election of the other directors and in favor of the ratification of the appointment of BDO USA, LLP as the company's independent registered public accounting firm.

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]

Those opposed? [Voting]

The motion is carried. I declare this meeting adjourned. Thank you all for your time and your attention and your support.

Thank you. Ladies and gentlemen, that does conclude our conference for today. We thank you for your participation. Thanks for using AT&T conferencing service. You may now disconnect.